Upwealth Digital Asset Management SAS is a simplified joint-stock company with a share capital of €50,000, headquartered at 31 Avenue de Ségur, 75007 Paris, France, and registered under the number 888 724 630 with the Trade and Companies Register (RCS) of Paris (hereinafter ‘Upwealth’). Upwealth is registered with the AMF (Autorité des Marchés Financiers) in France as a Digital Asset Service Provider (DASP) under number E2023-062.
Wealth Square Inc. is a subsidiary of Upwealth and is incorporated in the United States in the state of Delaware and is registered with the SEC (Securities and Exchange Commission) as a registered investment adviser (RIA) under the number 801-126117. Upwealth enables a clientele consisting of individuals (natural persons) and legal entities (the ‘Clients’) to access Services (as defined below) related to Crypto-assets. Upwealth allows its clients to perform the Services through its website and/or its mobile application.
1. Warning on Risk Factors
Access to a Client’s Upwealth Account is secured by default through an email address and a password chosen by the Client. We recommend that each Client enhances the security of their Upwealth Account by using two-factor authentication (2FA, as defined below) following the recommendations explained throughout the account creation process. Upwealth cannot be held responsible in any way for the consequences of any nature whatsoever resulting from the loss, theft, diversion/hacking, impersonation, fraud, unavailability of access to the Client’s email address linked to their Upwealth Account, their computer equipment, their phone, or their 2FA applications, the security of their password, their identity documents, and their proof of residence or the origin of funds, all of which are under their responsibility.
Crypto-assets and the technologies on which they are based are innovative and relatively new. Regardless of their uses (investment value, exchange value, representation of a right, etc.), Crypto-assets and their use carry several risks, including but not limited to market risk, liquidity risk, volatility risk, total loss of funds in the event of manipulation error or loss of the private key. These risks are listed and explained on our website and mobile application in the “Compliance” section. Therefore, investment in Crypto-assets may not be suitable for all Clients. It is the responsibility of Clients to inform themselves about the different Crypto-assets, the underlying technologies, and to understand what a Crypto-asset Wallet (as defined below) is, how to handle it, including how to make deposits and withdrawals of Crypto-assets. Upwealth provides educational content and news free of charge on its website and mobile application to assist its clients.
The “Help” sections of the website and mobile application contain answers to numerous questions. Upwealth cannot be held responsible for damages caused by a Wallet address error attributable to the Client. On its website and various platforms, Upwealth may indicate the past performance of the valuation of a given Crypto-asset (including its Price). Upwealth reminds its clients that past performance does not predict future performance, that Crypto-asset Prices are particularly volatile (for reference, they can vary by more than + or – 20% in a day), and that, in general, there is no high performance without high risk.
2. Definitions
Purchase of Crypto-assets, Purchase, Purchase Order: The acquisition by a Client of a quantity of Crypto-assets sold by Upwealth against payment in Crypto-assets or fiat currencies through a means of payment accepted on the Website and/or Mobile Application.
Airdrop: Refers to the conditional free distribution of Crypto-assets.
Customer Service Representative: An operator who assists Clients in performing the Services offered on the Upwealth platform. Customer Service Representatives, specially trained and identified as such, may intervene remotely (email, phone, or internet video system) after identifying the Client.
Transaction Fees: The fees applied by Upwealth for each purchase or sale transaction of a Crypto-asset by the Client.
The Special Conditions: Various mentions specifying all the specific contractual characteristics of Upwealth’s General Terms of Use. The Special Conditions are added to or modify the Terms of Use to adapt them to the specific case of a client and/or a Service. The Special Conditions proposed by Upwealth can be specified in a document or specific contract signed by the Client or on any durable medium proposed by Upwealth (including an electronic signature system) and accepted by the Client.
Storage of access to Crypto-assets or “Storage”: A service provided by Upwealth to its clients aimed at keeping and securing access to their Crypto-assets. Crypto-assets are kept by Upwealth through its US qualified custodian for Clients from the United States and through its own custodial solutions for all other Clients. These Crypto-assets are only accessible to the Client following procedures defined by Upwealth and accepted by the Client who accepts these Terms of Use.
Crypto-asset or Cryptocurrency or Digital Asset: A digital representation of values or rights that can be transferred and stored electronically using Blockchain technology. Digital assets are legally defined as:
Tokens mentioned in Article L. 552-2 of the French Monetary and Financial Code, excluding those meeting the characteristics of financial instruments mentioned in Article L. 211-1 and promissory notes mentioned in Article L. 223-1.
Any digital representation of a value that is not issued or guaranteed by a central bank or a public authority, not necessarily tied to a legal tender currency, and does not have the legal status of a currency but is accepted by individuals or legal entities as a means of exchange and can be transferred, stored, or electronically exchanged.
It is specified that this legal definition may evolve over time. Digital assets do not have a single legal definition. The legal qualification applicable to them and the related regulatory regime must be assessed on a case-by-case basis and in concreto, taking into account the specific characteristics of each project (ESMA report, Advice on Initial Coin Offerings and Crypto-assets, January 9, 2019; and EBA report, Report with Advice for the European Commission on Crypto-assets, January 9, 2018).
Upwealth offers different types of Crypto-assets, such as Bitcoin, Ethereum, as well as stablecoins, including USDT. The list of Crypto-assets offered by Upwealth is available on the Website and the Mobile Application.
Terms of Use: Refers to these general terms of use of Upwealth governing the Services applicable to all Upwealth Clients, if applicable, supplemented or amended by the Special Conditions. The Terms of Use are available for download on the Website and Mobile Application; they are also sent to the Client by email. The Client must accept them, in particular, when creating their Account, and they apply to each Service.
Client: The Client can be a Consumer within the meaning of the Consumer Code, a non-professional, a legal entity. The individual Client must be of legal age within the meaning of Article 414 of the French Civil Code (18 years old) and must not be subject to any incapacity listed in Article 1146 of the Civil Code.
Client Account or Account: Means a unique and personal nominative account allowing access to Upwealth’s services on its Website. The identifier of a Client Account is an email address. A Client Account is protected by a password that must comply with the prescribed format. Upwealth conducts Connection Verifications and strongly recommends its clients to use two-factor authentication (“2FA”) to access the Client Account on the Website and perform Transactions and Withdrawals, modify and provide Account information. By default, a Client has a “Classic” Client Account.
Verified Client Account: A Client Account is verified when the Client receives an email from Upwealth informing them of its verification. If the Client wants to use Upwealth’s full services including its investing service and make deposits and withdrawals, going through a KYC (Know Your Customer) process is mandatory. Upwealth decides alone through its KYC provider solution, its Compliance and Risk Management Department on the verification of a Client Account based on the Client’s identification data, its AML-CTF policy, and the information provided by the Client. Only a Client with a verified Client Account can access all the Services.
Crypto Account: Means a position holding account in which a quantity of a given Crypto-asset held by a Client and placed in custody with Upwealth or its qualified custodian is registered, as well as its counter-value in legal tender currency based on an indicative Price. Each Client has several Crypto Accounts associated with the verified Client Account, the number of which is equal to the number of different Crypto-assets available for Transactions on the Website and Mobile Application.
Paid Account: Refers to a commercial offer offered by Upwealth to its Clients. This includes Upwealth Plus, Upwealth Pro, Upwealth Business, etc. This offer is valid for the duration indicated at the time of subscription and after payment by the concerned Client of a non-refundable entry fee or monthly subscription fee set by Upwealth and indicated to the Client before the subscription to this commercial offer.
The offer allows beneficiaries to access additional services described on the Website or Mobile Application during the period when the subscription is effective, and the Client Account is verified. Membership in the Plus, Pro, Business… status is verified by Upwealth’s Compliance and Risk Management Department, which reserves the right to refuse and suspend membership without being required to refund the Client the non-refundable entry fee in the event of the Client’s breach of these Terms of Use or inappropriate behaviour towards Upwealth (for example, but not limited to, abusive, disrespectful, threatening behaviour, etc.). The offer and its eligibility conditions are indicated on the Website or Mobile Application and are available upon request from the Customer Service.
Consumer: As defined in the provisions of the Consumer Code, any natural person who acts for purposes that do not fall within the scope of their commercial, industrial, artisanal, liberal, or agricultural activity.
Conversion or Conversion Operation or Swap: A service offered by Upwealth involving the exchange of a quantity of one type of Crypto-asset into a quantity of another Crypto-asset(e.g., USDT to BTC; USDT to ETH…).
Technical Failure: Refers to one of the following cases resulting from events not attributable to Upwealth: unavailability of access to the telephone network or the internet by Upwealth or the Customer, inability to access Upwealth’s data hosted by third parties for reasons attributable to those third parties, unavailability of access to Upwealth Wallets or Accounts, technical issues inherent to the operation of a Blockchain or a “smart contract,” unavailability of access or handling of Upwealth’s bank accounts used for receiving Purchases or paying Sales, unavailability or failure of Upwealth’s payment service provider (PSP) or technical partners related to payment Transactions, unavailability of access to partner platforms or marketplaces for the purchase or sale of Crypto-assets operated by Upwealth on its behalf, unavailability or loss of access to the Customer’s Wallet, events resulting from the actions of hackers, logical breaches, or computer viruses, or any other malicious activity on the computer systems of the Customer, Upwealth’s technical partners, or marketplaces used by Upwealth for Transactions and Custody.
2FA (Two-Factor Authentication or Two-Step Verification): This is an additional security method and level through which a customer can access their Customer Account, modify their Account information, provide a Wallet address, carry out a Transaction, or Withdraw funds only after presenting two distinct modes of identification to an authentication mechanism. This security feature is strongly recommended for all Upwealth Customers.
Crypto-asset Deposit: A service offered by Upwealth for certain Crypto-assets only, aiming to enable a customer to send a quantity of a Crypto-asset they hold from their Wallet to an address provided by Upwealth, for the purpose of being held in custody by Upwealth or its qualified custodian in the Customer’s Crypto Account.
USDT: USDT (Tether) is a crypto-asset pegged to the US dollar, known as a “stablecoin,” born out of a partnership among well-established entities. One USDT is generally equivalent to one US dollar. However, it’s important to note that the value can potentially unpeg from its 1:1 ratio with the US dollar. Regular audits by international auditing firms assess its parity. Upwealth does not guarantee the parity or value of USDT.The issuance of USDT is managed by Tether Limited, a company partly owned by the owners of the Bitfinex platform. USDT serves as the base Crypto-asset on the Upwealth platform and is available to all Upwealth Customers. Customers can buy or swap USDT to fund their Account and Portfolios or make withdrawals to their external wallet.
Fork or Blockchain Fork: Refers to the event in which an update to a blockchain’s protocol is accepted and implemented only by a portion of the community involved in managing, validating, and propagating that protocol. This event effectively results in the creation of a new blockchain, which shares a common history with the original blockchain up to the moment of the fork event but is no longer compatible after this event.
Transaction Fees or Commission: The amount in Euros or in US dollars, or if applicable, in Crypto Asset, charged by Upwealth as compensation for executing a Transaction. The Commission may vary depending on the nature of the Transaction, the type of Customer Account (standard, premium), the Transaction amount, and/or the type of Crypto Asset. It is presented and explicitly validated by the Customer upon accepting the Terms of Service during the opening of the Customer Account. The calculation methodology is specified in Article 9, and the fees are displayed on the Website and Mobile Application.
Intervention Fees: Fees charged by Upwealth to the Customer for managing a default, a payment incident, an incident on the Customer Account, the handling of a Transaction that did not succeed due to an error or omission by the Customer or the absence of compliant documentation provided to the Compliance and Risk Management Service, in case of Customer abuse, or for any other reason mentioned in the Terms of Service. The amount of Intervention Fees, which cannot be determined in advance, is expressed in Euros or US dollars and calculated as a percentage of the Transaction amount or an equivalent amount in Crypto Asset, or, if applicable, as a fixed amount, with minimum and maximum limits, as indicated in these Terms of Service.
Conversion Fees: Fees charged by Upwealth for the conversion of a quantity of one Crypto-asset held by a customer into a quantity of another Crypto-asset offered by Upwealth.
Withdrawal Fees: Fees charged by Upwealth for withdrawing a quantity of a Crypto-asset to an external Wallet due to the costs associated with validating the transfer operation of the Crypto-asset quantity to the Customer’s Wallet through blockchain computer systems. These fees cannot be determined in advance and are displayed during the transaction.
Force Majeure: As per Article 1218 of the French Civil Code, an event beyond the control of the debtor, which could not have been reasonably foreseen at the time the Terms of Service came into effect, and whose effects cannot be avoided through appropriate measures, preventing the performance of its obligation. If the hindrance is temporary, the execution of the obligation is suspended unless the resulting delay justifies the termination of the agreement. If the hindrance is permanent, the agreement is automatically terminated, and the parties are released from their obligations.
Fee Schedule: A fee schedule that summarizes the amount and/or calculation methods of fees to be charged by Upwealth for each service or transaction. This schedule is accessible on the Website and Mobile Application.
IBAN: International Banking Account Number, which is an European international bank account identifier associated with a BIC code.
KYC (Know Your Customer): A term used in the context of anti-money laundering and counter-terrorism financing procedures, referring to the due diligence activities conducted to identify a natural person Customer (Know Your Customer).
KYB (Know Your Business): A term used in the context of anti-money laundering and counter-terrorism financing procedures, referring to the due diligence activities conducted to identify a legal entity Customer (Know Your Business).
LCB-FT or AML-CTF: Refers to the fight against money laundering and the financing of terrorism as defined in the French monetary and financial code, which involves implementing a customer transaction assessment system compliant with the applicable regulations in France, Europe, the United States and other jurisdictions with comparable regulatory standards.
Crypto-asset Portfolio: Refers to a portfolio consisting of two or more Crypto-assets.
Staking: Refers to the action of placing a Crypto-asset in a staking module through the Website or Mobile Application and generating daily interest, thereby accumulating passive income. Upwealth’s staking module is subject to certain conditions, and not all Crypto-assets offered by Upwealth are eligible for staking. Additionally, the unlocking conditions vary depending on the chosen Crypto Asset. Information regarding these conditions is available on the Website or Mobile Application and may change at any time without prior notice at the sole discretion of Upwealth. Staking of certain crypto-assets, or all such assets offered by Upwealth, may be subject to restrictions based on the customer’s jurisdiction of residence.
Purchase, Sale, Deposit, and Withdrawal Limits: Refers to the maximum cumulative amounts of purchases, sales, deposits, and withdrawals that a given Customer can make within a specified period.
Gross Purchase Amount, Purchase Amount, Net Sale Amount: Terms defined in Article 10.
Party: Refers to the Customer and Upwealth, together or separately depending on the context.
Personnel or Operator: Any employee, contractor, service provider, intern, agent, or person designated as such, employed by Upwealth, its subsidiaries, or its parent company.
Wallet: A computer application that allows control, receipt, and sending of Crypto-assets, with security ensured through the use of cryptographic processes based on private and public key mechanisms. A Wallet contains one or more addresses used for Crypto-asset exchange and one or more private keys securing the assets. Disclosure, theft, or loss of private keys can result in the total loss of Crypto-assets.
External Wallet: A Wallet that the Customer controls, and over which Upwealth has no control. The external Wallet is entirely separate from Upwealth’s computer systems.
Rebalancing: Refers to the action of buying and selling Crypto-assets to rebalance a portfolio of Crypto-assets that may have fluctuated in price and, as a result, in weight over time. This action aims to restore the initial distribution of the Crypto-asset portfolio.
Backtesting: Refers to the action of evaluating a Crypto-asset or a portfolio based on past performance using a large set of real historical data.
Crypto-asset Price or Price: The equivalent value in Euros, US dollars, or another specified Crypto-asset of one unit of the respective Crypto-asset offered to the Customer. The Price of a Crypto-asset is calculated and set by Upwealth by aggregating the different values of the respective Crypto-asset on well-known markets or liquidity providers selected by Upwealth. It is adjusted with a technical margin that varies depending on the following factors: the nature of the Crypto Asset, the price and liquidity of the asset on the markets and liquidity providers partnered with Upwealth, the quantity requested by the Customer, and the nature of the relationship. The Price of a Crypto-asset is indicated at various locations on the Website and Mobile Application and is regularly updated (usually within minutes). When it is not specified in a procedure related to a Purchase, Sale, or Conversion operation, the Price of a Crypto-asset is provided for informational purposes and may represent an average value between a Purchase and Sale operation of that Crypto-asset, thus differing from the Price that will be used during the Transaction. Only the Price used during the Transaction is relevant for its accounting and for the application of these Terms of Service.
Unless otherwise stated or in Special Conditions, Upwealth cannot guarantee in advance the Price of the Crypto-asset for which a Transaction is carried out since this Price naturally fluctuates.
KYC/KYB Questionnaire: A questionnaire established for the purpose of identifying the Customer, complying with anti-money laundering and counter-terrorism financing regulations, and countering fraud. This questionnaire is necessary for opening a Customer account.
Investor Profile Questionnaire: A questionnaire established for the purpose of assessing the Customer’s expectations, knowledge of investments (including Crypto-assets), and risk tolerance. This questionnaire is presented during the onboarding process to the Customer through an interface on the Website or Mobile Application . Upwealth reserves the right to refuse a Service to a Customer, without compensation, in the event of no response, partial response, or an unsatisfactory response within 72 hours after its communication to the Customer.
Restitution: As defined in Article 13.5.
Withdrawal: Refers to the act of Upwealth, at the request of the Customer, sending Euros or US dollars or a quantity of Crypto-assets to the address of the Wallet provided by a Customer. It is understood that the Customer is solely responsible for providing this address, and Upwealth cannot be held responsible for the Customer’s communication of an incorrect or unauthorized Wallet address. Withdrawal may not be available for all Crypto-assets offered by Upwealth. Non-withdrawable Crypto-assets are indicated on the Website or Mobile Application during the Purchase procedure.
SEED: Backup data for a Crypto-asset Wallet. These data are presented as a list of words and provide full access to the associated Wallet. This security feature allows for Wallet restoration in case of loss, theft, or destruction of the Wallet’s storage medium (phone, tablet, PC, or other). This list of words is strictly confidential, and the storage of SEED information in any form is the sole responsibility of the Customer. Upwealth cannot be held responsible for errors in the storage of a Customer’s Wallet SEED or its loss.
Services: Refers to the set of services offered by Upwealth to its Customers through the Website or Mobile Application. Services include, but are not limited to, Transactions, Custody, Withdrawal, and Deposit of Crypto-assets and fiat currencies, Staking, and portfolio management. These services also encompass i) technical services, such as Wallet transfers, the custody of certain Crypto-assets on behalf of the Customer, ii) investment advisory services on Crypto-assets, or iii) investment services in one or more Crypto-assets through offerings like staking or access to decentralized finance investment solutions, as defined on the Website or Mobile Application and presented commercially. Upwealth reserves the right to offer Services to its Customers based on their needs and risk profiles. Some Services may be subject to Special Conditions and may be subject to restrictions based on the customer’s jurisdiction of residence.
Website: Refers to all of Upwealth’s Services accessible at the web address (URL): https://www.upwealth.io, including the Customer Account interface accessible with login credentials and, if applicable, 2FA.
Mobile Application: Refers to all of Upwealth’s Services accessible through the Mobile Application via download from the Apple Store and Google Play Store, including the Customer Account interface accessible with login credentials and, if applicable, 2FA.
Crypto Account Balance: It corresponds to the available quantity of the Crypto-asset in a Customer’s Crypto Account.
Transaction: Refers to the Purchase, Sale, or Conversion of a Crypto-asset by a Customer.
Sale of Crypto Asset, Sale, or Sale Order: A service through which Upwealth sells a quantity of Crypto Asset.
Connection Verification: A procedure implemented by Upwealth, requiring the Customer to enter a code sent via email or SMS to verify that they are the originator of an action on their Customer Account.
3. General Provisions
These Terms of Service govern the Services offered to any Customer on the Website and Mobile application remotely. Together with the invoice, if applicable, Special Conditions, the Operation Notice, the Customer Knowledge Questionnaire, or any other equivalent document, they constitute the only contractual documents enforceable against the Parties, excluding any other documents (prospectuses, Service presentations, catalogs, or “photographs” of Crypto-assets, etc.), which are for indicative and non-contractual purposes only. These Terms of Service are applicable worldwide.
The general terms of use for corporate Customers shall not, in any way, replace or supplant these Terms of Service and shall not be enforceable against Upwealth, notwithstanding any contrary provision. When purchasing or selling Crypto-assets in fiat currency, Crypto-assets are sold or bought by Upwealth.
4. Application of General Conditions – Enforceability and Proof
The Terms of Service are made available to the Customer on the website and mobile application in accordance with Article 1127-1 of the French Civil Code. They can also be communicated via email to Customers upon request or postal mail, in addition to automatic communication and validation when creating the Customer Account and during the execution of a Transaction, which constitutes acceptance of their terms. They are also automatically communicated to the Customer when notifying all Customers of their update. Therefore, the Terms of Service and their subsequent modifications are enforceable against Customers who acknowledge having been informed of them and accepting them.
The archiving of communications, performed Services, Customer documents, and invoices is carried out on a reliable and durable medium in accordance with Article 1379 of the French Civil Code. All these elements have evidential value between the Parties. In general, any computer document from Upwealth serves as evidence between the Parties.
5.Language of the Terms of Service
These Terms of Service may be translated into French or any other language to facilitate their understanding by Customers. Notwithstanding this translation, it is expressly agreed between the Parties that in the event of a dispute, only the English version of these Terms of Service shall be binding between the Parties.
6.Modification of the Terms of Service
Upwealth reserves the right to modify its Terms of Service at any time without prior notice. In the event of a modification to the Terms of Service, the revised Terms of Service are applicable upon notification to the Customer. The version of the Terms of Service applicable is the one in effect on the date of the execution of a Service. It is recommended that the Customer save the Terms of Service in effect on the day the Services were used, notwithstanding the archiving rules implemented by Upwealth.
7. Nullity of a Clause in the Terms of Service
The nullity of one of the provisions of these Terms of Service does not lead to the nullity of the entire Terms of Service.
8. General Rules Applicable to Services
8.1 Offering of Crypto-assets
The list of Crypto-assets offered by Upwealth is communicated to the Customer through the Website or the Mobile Application. The Customer can also request the communication of this list via email. It may change at any time without prior notice. In particular, Upwealth may unilaterally decide to no longer offer Services on a particular Crypto-Asset. This decision may be motivated by potential legal or technological risks. In such cases, Upwealth will make its best efforts to notify affected Customers within a reasonable timeframe and offer solutions so that Customers can divest themselves of these Crypto-assets or convert them into other Crypto-assets.
8.2 Service Offerings
The list of Services offered by Upwealth to its Customers may evolve over time. These Services are communicated to the Customer through the website www.upwealth.io or the Upwealth mobile application. Not all Services offered by Upwealth are available for all offered Crypto-assets. Some Services, such as Deposit, Withdrawal, Conversion, Staking, may be limited to certain offered Crypto-assets. Likewise, some Services may be reserved for a subset of Upwealth Customers or may require a specific Customer Account, such as the Paying Account. It is the Customer’s responsibility to refer to the information provided on the Website or Mobile Application, especially when using a Service, to understand any potential limitations or to request this information via email from Customer Service.
8.3 General Provisions Applicable to Services on the Website and Mobile Application
All Services that a Customer can access remotely must be carried out on a durable written medium, from the validated Customer Account via the Website or Mobile Application .
The Services offered by Upwealth are accessible directly on the Upwealth Website or Mobile Application from a validated, unblocked, or unsuspended Customer Account.
In case of difficulties in the proper execution of a Service or during the creation of a Customer Account, a Customer and Upwealth may communicate via email or through the support system used by Upwealth.
Upwealth reserves the right, without notice and without any possible compensation, to not validate a Customer Account, refuse to execute any Service for a given Customer, or temporarily block, suspend, or delete a Customer Account in accordance with Article 8.8. More generally, Upwealth reserves the right to close access to all or part of the Website or Mobile Application , suspend the execution or provision of all or part of the Services offered in the event of Force Majeure, Technical Failure, endangerment or threats to its Personnel, or its technical means of any kind.
8.4 Opening of a Customer Account
8.4.1 Documents and Information to Provide
The documents and information to be provided when applying to create a Customer Account are indicated on the website, on the mobile application, or available upon a written request to Customer Service. Upwealth will require, especially for natural persons, without this list being exhaustive, a legible and valid identity document, a photograph (a selfie of the Customer holding a handwritten note) or video of the Customer or an electronic signature, the provision of a valid email address, the Customer’s phone number, their primary residential address, information about their income, profession, and assets, proof of the source of funds, bank statements, and the collection of the IP address.
The nature or format of these documents (image, PDF document, etc.) may change over time. The list of required documents may differ in the case of creating a Customer Account for a legal entity or a natural person. Creating a Customer Account for a legal entity may require, among other things, the provision of a recent certificate of incorporation (or equivalent), articles of incorporation, a register of beneficial owners, a bank identity statement, and the identity document of the director(s).
As part of the business relationship, Upwealth may request that a Customer update their documents or provide additional documents (especially proof of the origin of funds, proof of income or assets, proof of Crypto-asset purchases, response to a Customer Questionnaire) in order to allow access to new Services, enable the execution of a Service, or modify the Limits as provided in Article 8.5.
8.4.2 Restrictions on Nationality and Country of Residence
Due to AML-CTF measures, compliance and risk management service procedures, the opening of a Customer Account and the maintenance of a business relationship with Upwealth are restricted to adult Customers whose nationality is not on the list of countries subject to international sanctions or countries not authorized by Upwealth. The list of these countries is indicated on the Website and Mobile Application and is subject to change at any time and without notice at the sole discretion of Upwealth or due to regulatory requirements. Upwealth cannot be held responsible for the consequences of the termination of a business relationship with a Customer due to the blocking or suspension of their Customer Account due to restrictions related to their country of residence or nationality.
8.4.3 Updating Customer Account Information
The Customer agrees to promptly communicate any changes in identity, financial or professional situation, change of residence, phone number, bank details, or any other changes that may affect their investment capacity and provide new supporting documents. In case of the expiration of their identification document, the Customer may be required to provide a new, valid, and complete document promptly, failing which their Account may be suspended or blocked. Once the Customer Account is Validated, certain information cannot be modified without a specific procedure communicated by Customer Service and upon presentation of supporting documents. The Customer’s bank account details and Crypto-asset Withdrawal addresses are also sensitive data. Their modification is subject to a specific procedure described on the Website or Mobile Application or communicated by Customer Service.
8.4.4 Security of the Customer Account on the Website
The Customer is solely responsible for securing access to their Customer Account on the Website, which is accessed by default using an email address and a password. It is imperative that the Customer personally protects their Account by ensuring the security of their email system (which only they have access to) associated with their Account and by using a complex password that is different from their usual ones, prior to carrying out any Service. It is recommended that the Customer sets up 2FA on their Customer Account to secure their information and access the Services. Upwealth may require the prior activation of 2FA or Verification of Connection for certain operations. The Customer may be required to block their own account if they believe there is a security risk. This request for account blocking can be communicated to Customer Service or carried out by following the instructions on the Website or Mobile Application . The request to unblock a Customer Account or remove 2FA by a Customer requires strict compliance with a procedure and the provision of supporting documents to Customer Service and may take several days to several weeks. Upwealth reserves the right not to execute this request if the procedure is not followed, and the requested documents are not submitted and deemed valid.
8.4.5 Deletion of a Customer Account
A Customer can request to delete their Customer Account, whether validated or not, at any time, by informing Customer Service via email or directly through their Account. Upwealth will process their request within a reasonable time frame and in accordance with the provisions of Article 23. Intervention Fees of a minimum amount of 20 euros (including VAT) may be applied at the discretion of Upwealth.
Please note that to comply with legal obligations, Upwealth implements a monitoring process for AML-CTF and the enforcement of financial sanctions measures. As a result, certain data will be retained for 5 years from the closure of the business relationship.
When a Customer has a positive balance in their Crypto Account, a distinction should be made:
If the Account balance is less than the equivalent of the minimum Withdrawal Fees communicated to the Customer on the Website or Mobile Application, and the Customer wishes to close their Account, they must expressly renounce the amount present in their Crypto Account. The Customer should be aware that any renunciation is final and it renders the funds irretrievable in the future.
If the Account balance exceeds the minimum Withdrawal Fees amount: the Customer is informed that they are obliged to withdraw the funds held in advance and to notify Upwealth when the withdrawal is completed in order to archive their Customer Account.
If the Customer holds a Crypto-asset that cannot be withdrawn to an external Wallet, then the Customer must sell the quantity of that Crypto-asset they hold, or alternatively, convert it into a Crypto-asset that can be withdrawn (such as USDT). If selling or converting is not possible because the quantity of the Crypto-asset held is below the minimum Sell or Convert threshold for that Crypto-asset, as indicated on the Website and of which the Customer was informed before carrying out any Service, then the Customer must expressly renounce the amount present in their Crypto Account for that Crypto-asset.
8.4.6 Double Account and Joint Account
A Customer Account is strictly personal and is created for the exclusive use of the Customer. Upwealth only allows the opening of one Customer Account per person.
However:
A Customer can open both a Consumer Customer Account and a Legal Entity Customer Account, provided they have two different login email addresses and use separate payment methods for each Customer Account.
A Customer can open a Joint Customer Account with their spouse, partner, cohabitant, or partner in a Civil Solidarity Pact (PACS), or transform their single Customer Account into a Joint Customer Account. In all cases, the Customer must inform Customer Service as soon as possible and provide supporting documents related to themselves and the co-owner of the Account (at a minimum, an identity document and bank statement).
The login ID for a Customer Account is unique, and Upwealth cannot be held responsible for any consequences related to sharing login credentials, payment methods, computer equipment, and security systems between the Customer and the co-owner of the Account.
8.4.7 Death, Disability, Incapacity of the Client, Execution of a Court Decision
In the event of the death, disability, or incapacity of the Client or based on a court decision, the Customer Account may be transferred to a beneficiary upon presentation of supporting documents, subject to approval by the Compliance and Risk Management Service and if the beneficiary meets the criteria for having a validated Customer Account. If necessary, the Crypto-assets in the Crypto Accounts will be sold by Upwealth, and the proceeds from the sale will be transferred to the beneficiary’s bank account. A minimum intervention fee of an amount of 200 euros/dollars may apply.
8.5 Limits Related to the Execution of Services
8.5.1 Minimum Amount
Upwealth reserves the right to modify at any time without prior notice the minimum value in Euros or US dollars or the quantity of Crypto-assets required to execute a Service for a given Crypto-asset (including the minimum amount for Purchase, Sale, Deposit, Withdrawal, Conversion). These amounts are communicated on the Website and Mobile Application during the transaction. Unless stated otherwise on the Website or Mobile Application, there is no minimum amount for Deposit of Crypto-assets. Upwealth reserves the right, without prior notice, to limit the number of bank accounts and credit cards that a Client can use to fund their Account prior to making a Purchase. In case of repeated errors (transfer without reference/note, transfer not complying with the Limits, use of payment methods not belonging to the Client, transfer from an unauthorized bank account, or from a bank account outside the authorized area) or any breach attributable to the Client under the Terms of Use, intervention fees will be applied.
8.5.2 Maximum Amount and Setting Limits
Upwealth theoretically allows its Clients to perform Services without a maximum amount limit as long as the Customer Account does not present a security risk and the Client can demonstrate the source of funds (in legal tender or Crypto-assets) during a Purchase or Sale, and only if the Compliance and Risk Management Department has given a favourable opinion on passing the KYC/KYB Level 3, following the analysis of documents, Customer Knowledge Questionnaires, and more generally the information provided by the Client.
Limits on Purchase, Sale, Deposit, or Withdrawal may be set over a rolling 365-day period, per day, over a given period, or without a time limit and may apply to a specific Crypto-asset in the Customer Account. The value of the limits corresponds to the cumulative amounts of all transactions performed during the period. Purchase limits may differ depending on the payment method. The Client is informed of these limits through the Website, Mobile Application, or the Terms of Use.
8.5.3 Withdrawal or Deposit Scenario
Not all Crypto-assets offered by Upwealth are withdrawable or deposit able to or from an external Wallet. It is the responsibility of the Client to check which Crypto-assets are supported. There is a minimum amount for a Withdrawal, and this amount is continuously communicated on the Website and Mobile Application and available upon request from Customer Support.
A daily, monthly, or yearly limit on Withdrawals from the Website or Mobile Application may be imposed for a specific Crypto Account to protect the Client from potential security risks. In this case, the Client is informed, and a procedure involving enhanced authentication is provided to lift this Limit. Upwealth may require the Client to Withdraw their Crypto-assets if their value in Euros or US dollars were to exceed a threshold set by Upwealth. In this case, Upwealth informs the Client with a 30-day notice and may propose a more suitable solution for their needs. Upwealth has the right to ask the Client for the nature of the external Wallet (physical Wallet, software Wallet, Wallet held with another Provider, Wallet from a website) from or to which they are making a Deposit or Withdrawal, as well as the name of the person or entity owning the original Wallet or the destination Wallet.
8.6 Verification and Analysis During Service Execution
Regardless of the KYC level of the Client’s Crypto Account, the Compliance and Risk Management Department, in the context of its activities related to AML/CFT (Anti-Money Laundering and Countering the Financing of Terrorism) and fraud prevention, can decide at any time to suspend the execution of a Service for a given Client for a period not exceeding 14 business days from the request to perform a Service, without Upwealth being held responsible for the consequences of this suspension. At the end of this period and without any time limit, the Compliance and Risk Management Department may decide to prohibit the execution of Services, prohibit or limit the use of certain payment methods, or block or suspend an Account.
The questions posed by Upwealth aim to better understand the Client, their motivations, and address any concerns related to the regulatory conditions under which they wish to carry out the requested service. Upwealth is bound by legal requirements to inquire about regulatory compliance.
In the absence of a satisfactory response and cooperation from the Client:
In the case of a Transaction, Upwealth may cancel the operation in question and refund the Client, deducting intervention fees and any other losses incurred by Upwealth in the execution of the said operation.
In the case of a Withdrawal, Upwealth may refuse the Withdrawal.
In the case of a Deposit, Upwealth may refuse the Deposit and return the quantity of Crypto-assets deposited, deducting intervention fees, to the address provided by the Client at their own risk.
In the case of any other Service, Upwealth may cancel the Service and apply intervention fees.
The additional documents required by the Compliance and Risk Management Department may include (but are not limited to):
Additional identification documents (passport, ID card, driver’s license, civil status documents, visa, green card, student card, health insurance card, etc.), especially for documents proving the creation of a joint Account.
Proof of the source of funds (document proving ownership of the payment method used, bank statement, joint bank account statement, savings account statement, tax assessment notice, payslip, notarized documents confirming a sale, bank certificate, etc.). In the case of a Sale or Deposit, the Client should provide addresses of Wallets or transaction records from a Crypto-asset trading platform to determine the acquisition dates of the Crypto-assets to be sold, proof of purchase, proof of mining, and the identity of the person or entity owning the original and/or the destination Wallet.
A Client-certified statement, acknowledging their request for Withdrawal to a given cryptographic address.
A bank certificate validating the payment method used.
Documents related to legal entities: social accounts, bank statement, bank certificate, beneficial owners, etc.
Customer Knowledge Questionnaire.
Changes in their financial or professional situation.
Release of Liability form
8.7 Notification by a Client of a Problem Related to Service Execution
Given the technologies used in the field of Crypto-assets and their characteristics, if a Client encounters a problem of any nature related to a Service, payment of the Gross Purchase Amount by credit card or bank transfer, or payment of the net Sale Amount, they must notify Upwealth of the problem within 7 calendar days after the completion or non-execution of the Service. This notification can be sent by registered letter with acknowledgment of receipt or by contacting Customer Service while providing proof of receipt by Customer Service.
8.8 Suspension or Blocking of a Client’s Account
A Client’s Account may be suspended or blocked by the Compliance and Risk Management Department at any time for reasons related to:
The Client identification process ;
The identification of an AML/CFT risk ;
An express request from competent authorities ;
Non-compliance with these Terms of Use, especially provisions related to payment methods (including the use of a VPN by the Client) ;
Failure to provide valid responses to KYC/KYB requests or to provide a Service within a maximum period of 7 business days ;
Legitimate suspicion that the Client is a victim of fraud, theft, cyberattacks, extortion, manipulation, violence, blackmail, or that they are unable to assess the risks associated with Investments ;
Due to behavior attributable to the Client (insults, threats, abusive requests, etc.) ;
A suspended or blocked Client’s Account will no longer have temporary or permanent access to the Services. Upwealth reserves the right, at its discretion, to apply intervention fees to the suspension or blocking of a Client’s Account.
Upwealth cannot, in any case, be held responsible for the consequences, of any nature whatsoever, related to the blocking or suspension of a Client’s Account, including the theft or loss of Crypto-assets held in the Client’s Crypto Account occurring before or after the blocking or suspension due to an action attributable to the Client.
8.9 Modification of a Withdrawal
Once initiated by Upwealth, a withdrawal cannot be altered, as this process is irreversible and is the responsibility of the client.
8.10 Absence of Withdrawal Period
In accordance with the provisions of Article L.221-28, 2° of the French Consumer Code, the execution of a purchase, sale, conversion, deposit, or withdrawal operation does not give rise to a right of withdrawal for the Client, to the extent that it concerns the “supply of goods or services for which the price depends on fluctuations in the financial market beyond the control of the professional and which may occur during the withdrawal period.”
9. Pricing
The rates applied by Upwealth for all its commercial offers, services, and their calculation methods are mentioned on the Website and in the Mobile Application in the Pricing page accessible on the Website or Mobile Application .
9.1 Information on Crypto-asset Prices
The prices of Crypto-assets that can be the subject of a Transaction through Upwealth are communicated to the Client on the Website or the Mobile Application.
9.2 Calculation of Transaction Fees and Intervention Fees
Transaction fees are determined as follows and in the Pricing page:
For Purchases, Purchase Fees are expressed as a percentage.
For Sales, Sales Fees are expressed as a percentage.
For Conversions, they are expressed as a percentage. Transaction fees are subject to minimums as indicated on the Website and Mobile Application. The commission rate may depend on the type of Client Account (e.g., Pro Account). In case of an error attributable to the Client (e.g., sending the wrong amount in Euros or US dollars, exceeding the authorized Transaction limit, using an unauthorized payment method or one not belonging to the Client, absence of a reference in the bank transfer during deposit, providing an incorrect account number or IBAN or one linked to a bank account not belonging to the Client, irregularities with the Client Account), Upwealth may apply Intervention Fees per Transaction, in addition to Transaction Fees. Intervention Fees are calculated as a percentage of the equivalent euro or dollar amount of the Transaction or as a percentage of the quantity of Crypto-assets. Intervention Fees may be subject to a minimum.
9.3 Communication of the Price of a Crypto-asset. Guaranteed and Non-Guaranteed Prices
The price of the Crypto-asset and the final amount of Transaction Fees are fixed and communicated to the Client:
Before the Client validates the Transaction made on the Website and Mobile Application. The Price is guaranteed:
In the case of Sales, Conversions, or the Purchase of a Crypto-asset initiated and completed by the Client from the Website or Mobile Application .
If the Special Conditions specify it. The Price is not guaranteed:
In the case of automatic recurring payment for the purchase of Crypto-assets or recurring sales.
Following a modification of the Transaction requested by the Client or resulting from an error attributable to the Client, non-compliance with the Terms of Use, suspension of the Client Account, or its blocking by the Compliance and Risk Management Department.
In the event of cancellation of the Transaction by the Client.
In the case of suspension of the Transaction by a decision of the Compliance and Risk Management Department.
In the event of Technical Failure or Force Majeure.
9.4 Absence of VAT on Transaction Fees
Transaction Fees, Withdrawal Fees, and Deposit Fees are not subject to VAT (Article 261 C, 1°-d of the CGI – BOI-TVA-CHAMP-10-10-40-50 n° 10; Article 135, paragraph 1, sub d), e), and f), of Directive 2006/112 – CJUE, 22.10.15, C264/14, Hedqvist).
9.5 Calculation of Withdrawal Fees
Upwealth fully passes on the Mining Fees to the Client, which are included in the Withdrawal Fees. Mining Fees are determined using information provided by Wallets (in units/byte) multiplied by the size of a standard transaction and the Price of the Crypto-asset. Withdrawal Fees are calculated as a percentage of the gross quantity of the Crypto-asset being withdrawn, including minimum fees charged by Upwealth, as specified in the Pricing page.
9.6 Deposit Pricing
The deposit of Crypto-assets by a Client into their Crypto Account is free unless otherwise stated. Transfer, Mining, or other fees are the responsibility of the client.
9.7 Custody Pricing
Custody of a quantity of one or more Crypto-assets by a Client in their Crypto Account is a free service unless otherwise stated. If applicable, Custody Fees are subject to French VAT in accordance with current legislation.
9.8 Withdrawal Pricing
The withdrawal of Crypto-assets by a Client from their Crypto Account is a paid service unless otherwise specified, and the pricing terms are outlined in the Pricing page.
9.9 Subscription Pricing, Specific Pricing
Access to certain Services offered by Upwealth and the creation of a legal entity Client Account are subject to specific pricing, which may include the payment of a subscription fee for a specified period.
These pricing details, presented on the Website, Mobile Application, and in any commercial documentation from Upwealth, constitute a firm commitment to purchase services by the Client. Access to Services and the benefits of a subscription-based Client Account are contingent on payment and cease at the end of the engagement period, upon cessation of payments, or upon a written request from the Client. A subscription-based Service cannot be suspended. Once paid, a subscription is considered due and cannot be refunded, even if it is terminated by the Client.
10. Purchase Procedures
10.1 General Procedures
To make a purchase, a Client must have an open and validated Client Account. A suspended or blocked Account cannot make purchases.
During a purchase, the Client provides information about the type of Crypto-asset to buy (understood that this Crypto-asset is sold by through UWEALTH’s platform) and the quantity they wish to purchase (referred to as “Gross Purchase Amount”). The Purchase Amount corresponds to the Gross Purchase Amount after deducting the Purchase Transaction Fees. It is the Client’s responsibility to be informed about the volatility of Crypto-asset Prices. The Client is free to cancel a purchase before validating their payment.
For a purchase on the Website or Mobile Application, the procedure is described on the Website or Mobile Application, and the Crypto-asset’s Price is displayed to the Client before validation. Once the payment is validated, the purchase cannot be cancelled by the Client. It can be cancelled by Upwealth, especially in the case of Technical Failure or Force Majeure. The history of purchases is also available on the Website and Mobile Application.
The quantity of Crypto-assets purchased is available within a short period (up to 24 hours, except in cases of Force Majeure) in the corresponding Client’s Crypto Account. The application of Anti-Money Laundering and Counter-Terrorist Financing (AML/CTF) measures, fraud prevention, or the consequences of a liquidity shortage on the marketplaces used by Upwealth to carry out transactions for its own account may delay the availability of purchased Crypto-assets. Upwealth cannot be held responsible for the consequences of such delays.
Upwealth is in no way obliged to execute an expired or cancelled purchase. A purchase that has not been validated, paid, or partially paid by a Client will be deemed cancelled and may not be executed by Upwealth.
10.2 Deposit by Credit or Debit Card
The Client makes their payment by credit or debit card, which will be confirmed by “3D-Secure.” The card used must be in the Client’s name or the name of the legal entity that holds the Client Account, must not be considered an anonymous electronic payment method, and must be valid and accepted by Upwealth. The Client must not use a VPN for their connection, as the payment may be declined.
Upwealth cannot be held responsible for the consequences of using a credit or debit card not belonging to the Client or for a cancelled or failed deposit operation.
10.3 Deposit by Bank Transfer
When making a deposit by bank transfer, Upwealth directly communicates on the Website or Mobile Application the bank details of Upwealth (“Upwealth’s Bank Account”) and the exact instructions for the Client to make their bank transfer. The Client is free to cancel their deposit order at any time as long as the transfer has not been received in Upwealth’s Bank Account.
The Client must include his name and surname as reference in the transfer order so that Upwealth can identify the Client Account associated with the transfer. If the transfer description is not provided, additional time may be applied to process the transfer, or the transfer may be returned to the sender due to unidentifiability. In both cases, Banking Fees and Intervention Fees may be applied. Once the deposit is received in the Upwealth Bank Account with the instructions correctly indicated within a maximum period of 7 business days following the day after the deposit initiation, Upwealth verifies the Client’s information. This validation process can take up to a maximum of 48 hours, unless the Client is notified (by email or phone) of an anomaly or if Upwealth is unable to attribute the transaction to the Client (for example: Unidentifiable Client/Operation); in this case, the deposit is suspended for a maximum period of 30 days. Intervention Fees may be charged to the Client at Upwealth’s sole discretion.
The validation of the transaction by Upwealth triggers a notification (by email) to the Client informing them that they have funds available.
11. Sales Procedure
11.1 General Provisions
To make a sale, a Client must have an open and validated Client Account. A suspended or blocked Account cannot make sales. During a sale, the Client provides the exact quantity of Crypto-assets to sell (the “Net Sales Amount”). A Client cannot sell a quantity exceeding the Balance of their Crypto Account. The Client is the sole decision-maker of their sale and is free to cancel the sale before validation. For a sale on the Website or Mobile Application, the procedure is described, and the Price of the Crypto-asset is displayed to the Client prior to validation. Once validated, the sale cannot be cancelled. It could be cancelled by Upwealth in some cases, especially in the case of Technical Failure or Force Majeure.
The Net Sales Amount is subject to a minimum set by Upwealth at the time of the sale. These Sales Limits may depend on the data of the Client Account and its Transaction history. Throughout the sales process and before it is validated by Upwealth, Upwealth reserves the right to ask a Client for the origin of the Crypto-assets received in their Upwealth Account and not acquired from Upwealth, their acquisition date and the source of funds used for their acquisition. In case of an unsatisfactory response determined by the Compliance and Risk Management Department, Upwealth will reject the sale or withdrawal and an Anti-Money Laundering and Counter-Terrorist Financing (AML/CTF) procedure may be initiated by the Compliance and Risk Management Department against the Client.
The Client is solely responsible for providing their bank details. Upwealth will in no way be held responsible for the consequences related to the Client providing incorrect information regarding their bank details. Confirmation of bank details may be required from the 2FA, Connection Verification, or any other means to ensure that the bank account is indeed that of the Client and the same name(s) and surname(s) appear on both the bank account and Client Account at Upwealth.
12. Procedure Related to a Conversion Transaction
12.1 General Provisions
To perform a Conversion transaction, a Client must have an open and validated Client Account. A suspended or blocked Account cannot perform a Conversion. The list of Crypto-assets for which Conversion is offered is available on the Website and Mobile Application.
During a Conversion transaction, the Client provides the exact quantity of Crypto-asset to convert and the type of Crypto-asset they wish to obtain following the Conversion. A Client cannot convert a quantity of Crypto-asset exceeding the Balance of their considered Crypto Account. The Client is the sole decision-maker of the Conversion and is free to cancel it before validation. For a Conversion initiated from the Website or Mobile Application, the procedure is described on the Website or Mobile Application, and the Price that determines the exchange rate between the two Crypto-assets is displayed to the Client prior to validation. The Client has a specified time frame, as indicated on the Website or Mobile Application, to validate and finalize the transaction. Once validated, the Conversion cannot be cancelled. It could eventually be cancelled by Upwealth in some cases such as for Technical Failure or Force Majeure.
The quantity of Crypto-asset to be converted is subject to a minimum set by Upwealth at the time of the Conversion. Once the Conversion transaction is validated, the Client’s Crypto Account is debited with the quantity of Crypto-asset converted, and it is credited with the quantity of Crypto-asset received in exchange for the Conversion, taking into account the Transaction Fees associated with the Conversion. The quantity of the new Crypto-asset credited to the Client’s Crypto Account is available for sale or for another Conversion within a short time frame (maximum 72 hours, unless there is a Force Majeure event).
This information is continuously displayed in the Transaction history on the Client’s Account interface on the Website and Mobile Application. If Upwealth were to cancel a Conversion transaction for any reason attributable to the Client, after it has been validated by the Client, the Client’s Crypto Account will be credited with Crypto-assets, minus any losses incurred by Upwealth due to the difference in Price between the two Crypto-assets at the time Upwealth executed the Conversion.
13. Managed Portfolio Services
13.1 Access to the Service
The Managed Portfolio Services, accessible through Upwealth’s Website and Mobile Application are governed by the terms and conditions outlined in this Article. Users of the Service are expected to abide by these terms.
13.2 Managed Portfolios
Upwealth’s Managed Portfolios represent investment solutions meticulously crafted to align with the unique financial goals and risk tolerance of our clients. These portfolios are actively managed by Upwealth’s expert team to help optimize investment strategies.
13.3 Upwealth’s Authority
When clients select Upwealth’s Managed Portfolio Services, they grant Upwealth the authority to act within the confines of portfolio settings. This includes, among other actions, making adjustments to portfolio allocations and rebalancing settings, executing buy and sell orders, reconstituting the portfolio, and adding or removing assets. All such actions are conducted at Upwealth’s sole discretion. Additionally, an advisory fee may be applied for these services. The schedule fee for advisory services is accessible on the Website and Mobile Application.
13.4 Prioritizing the Investor’s Best Interests
Upwealth maintains an unwavering commitment to acting in the best interests of our clients at all times. A strong emphasis is placed on safeguarding and growing client investment capital. The Upwealth team employs rigorous risk management and market analysis to ensure that portfolios are finely tuned to help clients reach their financial goals.
13.5 Safeguarding Investment Capital
Upwealth is dedicated to taking all necessary steps to safeguard client investment capital. In an inherently volatile cryptocurrency market, our team manages portfolios with vigilance and expertise to assist clients in achieving their investment objectives.
13.6 Termination of Services
Upwealth retains the right to cease or suspend the provision of Managed Portfolio Services under extreme circumstances or when it is deemed to be in the best interests of the client. All such decisions are made at Upwealth’s sole discretion.
14. Custody Service
14.1 Accessibility and Validity Period
The Custody service is offered to all Clients with a validated, unblocked, and unsuspended Client Account who can access Upwealth’s services through the Website or Mobile Application.
The service is accessible from the Website or Mobile Application following a Purchase or by making a Deposit. It may require the setup of 2FA, Connection Verification, as well as the provision of information prior to its use, such as the Client’s IBAN and BIC for the bank account, or the provision of one or more Withdrawal addresses on the Client’s External Wallet.
A Client’s Crypto Account Balance is accessible at any time (except in the case of Technical Failure or Force Majeure) on the Website and Mobile Application.
However, Upwealth reserves the right to set a maximum limit on the value of Crypto-assets held by a Client and kept in their Crypto Account. In the event of exceeding this threshold, Upwealth may require the Withdrawal of all or part of the Crypto-assets with a 30-day notice period and may propose a solution better suited to the Client’s needs or if the Crypto-assets are not withdrawable.
14.2 Service Operation and Authorization Granted to Upwealth
Upwealth offers its Clients the option to hold their purchased or deposited Crypto-assets in a Crypto Account specific to each type of Crypto-asset for which Upwealth offers this service.
A Client’s Crypto Account is a position-keeping account that reflects the Client’s Balance per Crypto-asset. Access to their Crypto-assets is secured by Upwealth. The Client expressly acknowledges that they do not have direct access to the Wallets of their Crypto-assets, which they delegate to Upwealth. Clients’ Crypto-assets are stored in separate accounts according to the nature of the Crypto-asset, opened at Upwealth, and are manageable following established procedures. Clients’ Crypto-assets are stored in accounts opened for this purpose and are distinguishable from Crypto-assets owned by Upwealth itself, the custody of which is maintained in separate accounts.
Upwealth ensures the position-keeping of each of its Clients in secure databases. Upwealth reserves the right to use, without notice and at its sole discretion, a reasonable portion of the quantity of Crypto-assets it holds for its Clients to make investments that generate a return for Upwealth. Upwealth is solely responsible for the selection of intermediaries and/or decentralized computer protocols used for this purpose and is responsible for any consequences of the loss of all or part of the quantity of Crypto-assets of its Clients so used. Upwealth will act accordingly and conduct due diligence in the selection and management of these investments.
14.3 Commitments and Lack of Liability
Upwealth undertakes to make available the means necessary to ensure the security of the stored Crypto-assets and the security and resilience of its computer systems. Upwealth has the human and technical resources to operate the service.
Upwealth cannot be held responsible for the consequences of Custody or Withdrawal resulting from Technical Failure, a case of Force Majeure, a security breach on the Client’s part of any nature, a case of Kidnapping or a ransom demand involving the Client or their relatives, a cryptolock (ransomware), a cyberattack or malicious activity by hackers, logical intrusion, or a generic or non-generic virus affecting the Client’s computer, messaging system, phone, or computer equipment, excluding any infringement solely related to Upwealth’s own computer systems, which are under the company’s control, an error, negligence, or malicious act attributable to the Client, or the Client’s non-compliance with the Terms of Use.
14.4 Management of Forks and Airdrops
Upwealth can manage Forks only for a few Crypto-assets. Upwealth will make its best efforts to inform affected clients via email of the existence of a Fork.
Furthermore, to manage a Fork, Upwealth will consider:
The new Crypto-assets must be supported by the Custody system used without technical modification.
The new Crypto-assets must be listed on a reference website (currently: coinmarketcap.com) among the top 25 market capitalizations.
Upwealth cannot guarantee its clients that they will receive or be credited with a certain amount of new Crypto-assets resulting from the Fork of the initially held Crypto-asset at the time of the Fork’s discovery.
Unless otherwise informed (via email to clients), Upwealth does not manage Airdrops on Crypto-assets held in its clients’ Crypto Accounts.
14.5 Return of Stored Crypto-assets
A client who has placed their Crypto-assets in custody with Upwealth may request a full or partial Return. This Return can be made through Withdrawal or Sale. Upwealth undertakes to return the quantities of Crypto-assets held in a client’s Crypto Account as soon as possible upon request. Notwithstanding this commitment, Upwealth will not immediately return a client’s Crypto-assets in the event of one or more of the following events:
If the client’s Client Account has been suspended, closed, or blocked.
If the Compliance and Risk Management Service decides to do so due to AML/CFT.
At the request of a competent authority through the Compliance and Risk Management Department.
If Upwealth has legitimate suspicions that the client is not the originator of the Withdrawal request.
From the Website or Mobile Application, if Withdrawal Limits have been reached.
In one of the cases of lack of responsibility mentioned in section 13.3.
If Upwealth undergoes a cyberattack, a logical intrusion, a virus, generic or non-generic, a physical attack on its premises, or an attack on the integrity of Operators in the performance of their duties.
If the Website or Mobile Application and more generally the computer systems of Upwealth are in maintenance mode.
In the case of the provision of certain services on Crypto-assets that require a withdrawal period or specific operations by Upwealth before the assets are returned.
If the client has passed away or is no longer reachable.
Upwealth will return the Crypto-assets as soon as the above-mentioned events have been resolved or handled in a manner that no longer jeopardizes the security and responsibility of the client and/or Upwealth.
15. Withdrawal and Deposit Procedure
Withdrawal and Deposit are offered to clients with a validated, unblocked, and unsuspended Client Account who can access Upwealth’s services through the Website or the Mobile Application. These services are accessible from the Website or the Mobile Application. These services are subject to the same limits and conditions as the custody service defined above.
15.1 Deposit
Deposit is a separate operation. Deposit can be made via bank transfer, credit card, or in Crypto-assets, subject to the limits mentioned in section 8.5.
Important – Client Declaration:
The quantity of Crypto-assets deposited must come from a Wallet owned by the Client. By accepting the Terms of Use, the Client declares that the deposited Crypto-assets have been acquired legally, that they are fully owned by the Client, that they are not subject to any encumbrance, and that they are not derived from fraudulent activity, money laundering, any activity prohibited by law, and that they have not been entrusted to the Client by a third party likely to violate the same rules. The Client acknowledges that they are fully responsible for the consequences of making a false, incomplete, or erroneous declaration. Upwealth cannot be held responsible for the Client’s false, incomplete, or erroneous declaration. At any time, Upwealth may ask the Client to provide supporting evidence regarding the origin of the deposited Crypto-assets or to cancel their Deposit.
The Client is warned that they must check the Deposit address on the Website or the Mobile Application before each deposit. The Client thus undertakes to use only the address provided by Upwealth for EACH Deposit because it may be different for each Deposit. Upwealth may regularly change or adapt addresses for Blockchain technology-related reasons or to stop its Deposit offering for a given Crypto-asset. It is the Client’s responsibility, for each Deposit, to ensure that Upwealth’s address is active by creating a Deposit operation on their Client Account after checking the Website or the Mobile Application. Upwealth cannot be held responsible for sending Crypto-assets to an invalid or deactivated address as long as the Deposit operation has not been previously created on the Website or the Mobile Application.
The Client is solely responsible for using Upwealth’s Wallet address provided by Upwealth for Deposit. The Client must copy this address exactly as provided by Upwealth into their Wallet application that allows the sending of the quantity of Crypto-assets according to the instructions provided by Upwealth from the Website or the Mobile Application. Upwealth cannot in any way be held responsible for damage caused by an address error related to the Wallet attributable to the Client.
15.1.1 Online Procedure
The Deposit procedure is explained on the Website or the Mobile Application. Upon receiving a quantity of Crypto-assets by Upwealth, the Compliance and Risk Management Service reserves the right to block and refuse the Deposit for a maximum period of 10 business days. In case of refusal, the Deposit is returned to the Client within a maximum period of 7 business days after deducting Withdrawal Fees and any Intervention Fees and Custody Fees.
Once validated, the Deposit credits the Balance of the corresponding Crypto Account and is available for Sale, Conversion, and Withdrawal.
15.2 Withdrawal
The Client is allowed to withdraw all or part of the quantity of a given fiat currency and Crypto-asset held in their Crypto Account opened with Upwealth at any time, provided that their Client Account is validated, unblocked, and unsuspended, and that Upwealth offers the withdrawal of that fiat currency or Crypto-asset. The Client wishing to close their account must empty their fiat currency or Crypto-asset Balance to zero (0) so that Upwealth can process their request. If the Balance is below the minimum Withdrawal or Sale amount, the Client must expressly renounce Withdrawal or Sale of the funds held in their Crypto Account. In the absence of renunciation, Upwealth will charge the Client 25 euros including VAT, payable by bank transfer or credit card to process the Withdrawal and close the Client Account.
Important – Withdrawal Security:
Before any Withdrawal operation, Upwealth may request the Client to activate 2FA on their Client Account or perform a Login Verification.
To ensure greater security, Upwealth recommends and may require that Withdrawals be subject to daily and/or annual Limits. The Client can increase their Limits by following the procedure provided on their Client Account or through Customer Service. The procedure will aim to verify that the Client is completely secure and that they are indeed the originator of the Withdrawal to an address that they have correctly entered and validated on their Client Account.
Regarding fiat withdrawals, if the Client’s bank account details has not been previously provided, they must enter their bank account details following the instructions provided on the Client Account and responding to any additional security questions. Upwealth may request proof for each bank account.
The Client can request an increase in their Withdrawal Limits directly from the Website or the Mobile Application. The Compliance and Risk Management Department implements the necessary means to process the Client’s request and may request supporting documents and additional information to authorize the withdrawal (including a Customer Knowledge Questionnaire and proof of the origin of Crypto-assets when they have been acquired outside of Upwealth…).
16. Paid Accounts
Some types of Client Accounts (Upwealth Plus, Pro…) are paid and allow their holders to access additional services, which are described on the Website and the Mobile Application.
17. Cancellation of a Service and Dispute Deadline
17.1 By the Client
The Client may cancel, by right:
Before confirming a Transaction, the execution of a Deposit, or the validation of a Withdrawal request;
A Purchase if the corresponding Crypto Account has not been credited within a reasonable time;
A Withdrawal if their bank account has not been credited within a reasonable time;
The Client must, within 7 calendar days after payment of the amount related to their Transaction, execution of the Deposit, confirmation of the Withdrawal, or withdrawal of Crypto-assets, check their account balance, contest the Service, or report a problem as described in Article 8.8. Beyond this deadline, Upwealth cannot be held responsible for the consequences of a problem with a Service.
17.2 By Upwealth
A Transaction may be cancelled by Upwealth without notice in case of a violation of the provisions of the Terms of Use, and in particular in the event of:
Legitimate suspicion by Upwealth regarding the true identity or payment method of the Client;
Non-compliance by the Client with the provisions on payment methods provided in Article 18;
Failure by the Client to respond within a maximum of 7 days to questions and requests from Upwealth’s Compliance and Risk Management Service;
Aggressive, criminal behavior, or threats made by a Client during their communications with Upwealth.
In the event of the cancellation of a Transaction for any of these reasons, Upwealth will refund the Client based on either the Price of the Crypto-asset used for the Transaction or the Price of the Crypto-asset corresponding to the refund date, at Upwealth’s discretion. Upwealth may charge Intervention Fees and deduct any resulting losses.
A Transaction may be cancelled by Upwealth without notice and without the possibility of a refund in case of a violation of the Terms of Use, and in particular in the event of:
Non-provision of the Client’s Account by the Client;
Providing an incorrect Withdrawal wallet address by the Client in the case of a Withdrawal;
Non-transfer or incorrect transfer by the Client of the nature and quantity of Crypto-assets to a Wallet held by Upwealth in the case of a Deposit.
18. Terms and Means of Payment
Upwealth reserves the right at any time and without notice to modify the means of payment accepted on its Website and Mobile Application, including the type and country of issue of the bank cards authorized for a Transaction.
The Client expressly undertakes to use the following as a means of payment:
A maximum of two different bank cards in the same period, which must be valid and in the name of the Account holder. Bank cards considered as anonymous electronic means of payment are not authorized.
A bank transfer from a bank account in their exact name or in the name of their spouse, concubine, or Civil Solidarity Pact partner if their family situation justifies it.
Clients with a corporate Account must use the bank card and bank account of the legal entity and not those of a natural person, and vice versa.
All card payments on the Website or Mobile Application must be secured by the “3D Secure” system for online security. The use of a VPN by the Client may block card deposits due to restrictions imposed by the payment service provider and Upwealth. Therefore, the Client is advised not to use a VPN. Upwealth cannot be held responsible for the consequences of a deposit failure due to the use of a VPN by a Client.
Upwealth reserves the right to verify the personal data provided by the Client and to take all measures deemed necessary to verify the identity of the Client whose bank account is debited. This verification may include the request to provide all banking documents such as bank details before the validation of the Transaction.
Upwealth cannot be held responsible for the consequences of:
A failure of the Client’s means of payment and/or the payment system attributable to the Client, their bank, and/or the payment provider used by Upwealth.
The delay in returning funds to the Clients’ bank accounts in case of refusal or cancellation of the Deposit by the Client, by Upwealth, or by the payment providers used.
The delay in receiving bank transfers to the Client’s account or to Upwealth’s Bank Account.
19. Tax Declaration
Upwealth does not handle tax declarations on behalf of its clients. It is the responsibility of clients to declare their capital gains and complete all necessary and mandatory tax-related procedures in accordance with the legislation in force in their country.
20. Liability and Exemption from Liability
WITHIN THE LIMITS PERMITTED BY LAW, Upwealth DISCLAIMS ALL LIABILITY FOR LOSS OF PROFITS, INCOME, VALUE, PROFITS, OR DATA, OR DIRECT, IMMATERIAL, AND INDIRECT OR CONSEQUENTIAL DAMAGES THAT THE CLIENT OR A THIRD PARTY MAY INCUR.
Upwealth’s liability toward the client shall not be engaged in the event of non-performance or improper performance of the Terms of Use due to the client, fraud, negligence, or errors attributable to the client, the occurrence of a force majeure event, in the event of technical failure, or in the event of the occurrence of one or more events provided for in articles 10, 11, 12, 14.3, 14.4, 14.5, 15, 17, and 18 or actions by third parties.
The client is solely responsible for the choices made in using the services. The advice provided by the Website and Mobile Application, which may be issued by Upwealth within the scope of using certain services, cannot engage the liability of Upwealth except in the case of gross negligence. The information and investing tools are provided for informational purposes and are not personalized; they are intended for all Upwealth clients or groups of clients.
The client is duly warned of the risks surrounding the services and crypto-assets. In this context, Upwealth cannot be held responsible for:
The stability of the price of crypto-assets due to their high volatility.
The loss, theft, or disclosure to a third party, whether intentional or unintentional, of their 2FA or login credentials or password.
A cyberattack, computer virus, malware, breakdown, theft, loss, or failure of their phone or computer blocking access to their client account or allowing access to a third party.
Burglary, theft, extortion, violence, blackmail, fraud, manipulation of a person, abuse of weakness, or any other criminal offenses suffered by the client that may have resulted in the loss of crypto-assets or the execution of unwanted services by the client;
The loss or theft of crypto-assets in any way after their withdrawal to the public address specified by the client;
The illicit use of crypto-assets purchased through the services.
Upwealth endeavours, to the extent possible, to keep the Website and Mobile Application accessible 7 days a week and 24 hours a day. However, the use of the Website or Mobile Application may be temporarily suspended due to technical maintenance, migration, or updates, as well as due to outages or constraints related to the operation of the internet or communication networks used. The networks on which data circulates have various characteristics and capacities and may be subject to saturation at certain times of the day, which can affect download times and accessibility. Upwealth cannot be held liable for malfunctions or the impossibility of accessing the Website or Mobile Application attributable to third parties or the client, internet network congestion, inadequate client hardware, maintenance or updates to the website and/or application, or any other circumstances beyond Upwealth’s control. In particular, Upwealth cannot incur any liability for the potential financial consequences that may result from a Client’s inability to access the website, application, or use the services for the reasons mentioned above.
21. Resolutive Clause
Cancellation of the execution of a service by Upwealth or the deletion of a client account by Upwealth will be pronounced upon the client’s receipt of an email sent to the client’s account email address from Upwealth. This cancellation will take effect automatically without any further formality, including legal proceedings, in the event of a client’s failure to comply with one or more provisions of these Terms of Use or any of the documents referred to by the Terms of Use, regardless of the medium, including those mentioned on the Website or Mobile Application.
22. Intellectual Property, Trademarks, and Photographs
The Upwealth website, mobile application, trademarks (Upwealth, Upwealth PLUS, Upwealth PRO, Upwealth PLATINUM, Upwealth BUSINESS, Upwealth STAKING, Upwealth ENTREPRISE, Upwealth CUSTODY SERVICES, Upwealth MANAGEMENT, Upwealth DEFI), and the elements reproduced on the Upwealth Website or Mobile Application , including photographs, visuals, texts, works, illustrations, drawings, logos, and images, are and remain the exclusive property of Upwealth and are protected by copyright, trademark law, and/or patent law. Any use, reproduction, and/or distribution of these elements without prior written authorization from Upwealth exposes the infringers to legal action.
As a result, the client is prohibited from reproducing, representing, extracting, and using in any way, all or part of the trademarks, logos, website, or application of Upwealth.
All photographs on the Upwealth Website or Mobile Application, especially those illustrating products, are non-contractual and provided for illustrative and exemplary purposes only. It is strictly prohibited to record on computer media, photograph personnel and clients without the express consent of Upwealth’s general management.
23. Personal Data and Confidentiality
Upwealth undertakes to make every effort to ensure the security and confidentiality of personal data in accordance with applicable legal and regulatory provisions.
Upwealth commits to allowing only authorized personnel to access the client’s personal data. Access to the servers where data is collected, processed, and archived is strictly limited. Appropriate technical and organizational measures have been taken to prevent unauthorized access.
The client is informed, at the time of opening their account and within these terms and conditions, that Upwealth collects and processes their personal data in an automated manner. In general, the client consents to the application of Upwealth’s Privacy Policy. The collection and processing of personal data carried out by Upwealth as the data controller within the meaning of Regulation (EU) 2016/679, known as the General Data Protection Regulation (GDPR), are necessary for opening a client account, providing services, establishing customer files, administering the commercial relationship between clients and Upwealth, and improving the customer experience and/or personalizing it. This data is intended for Upwealth as well as its service providers and partners located within and outside the European Union for the purposes outlined herein, but will not be used by third parties for soliciting clients. The client has the right to access, modify, rectify, and object to their personal data for legitimate reasons, as well as the right to limit the processing or portability of their personal data. These rights can be exercised by sending a written request, along with a copy of the client’s identification, to:
Upwealth Digital Asset Management SAS
Compliance and Data Management Service
31 avenue de Ségur
75007 Paris, France
The client also has the right to provide directives regarding the fate of their personal data after their death, which can be sent to the address mentioned above. The client’s personal data will be retained for the longest period required by applicable legal and regulatory provisions. Most information is kept for a minimum of 5 years after the end of the business relationship, in accordance with legal and regulatory obligations related to anti-money laundering and counter-terrorism financing. In case of a dispute related to the use of their data by Upwealth, the client is informed that they can contact the Commission Nationale de l’Informatique et des Libertés (National Commission on Informatics and Liberties).
24. Customer Service
For any information or questions, Upwealth Customer Service can be reached:
By email at info@upwealth.io
By mail addressed to:
Upwealth Digital Asset Management SAS
31 avenue de Ségur
75007 Paris, France
25. Dispute Resolution – Mediation
In the event of a dispute between a client and Upwealth, the client must inform the customer service using the contact details provided in Article 24 above, ensuring to provide their contact information and all necessary information for Upwealth to assess the origin and implications of the dispute.
If the dispute persists, the client may contact the Online Dispute Resolution (ODR) platform of the European Commission at the following address: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage.
Upwealth does not have an internal mediation service. However, there is a mediator available at the AMF (Autorité des marchés financiers – French Financial Markets Authority):
Médiateur de l’AMF
17, place de la Bourse
75082 Paris Cedex 02
26. Non-Waiver
The fact that Upwealth does not assert, at any given time, any provision of these Terms of Use should not be construed as a waiver by Upwealth to subsequently assert any of these terms and conditions. It should not be considered as a modification of the Terms of Use.
27. Territorial Jurisdiction and Applicable Law
These Terms of Use are subject to French law.
In case of a dispute, the client is invited to file a complaint in accordance with Article 25. No action may be brought against Upwealth without prior notice sent by registered letter with acknowledgment of receipt.
Unless otherwise required by law, all disputes arising from the services provided under these Terms of Use, including their validity, interpretation, performance, termination, consequences, and outcomes, shall be subject to the competent courts within the jurisdiction of the Court of Appeals of Paris.
28. Administrative Information
Upwealth Digital Asset Management SAS
Capital: €50,000, RCS of Paris 888 724 630
Address: 31 avenue de Ségur, 75007 Paris – France
Email: info@upwealth.io