Terms & Conditions - Finzia Securities Luxembourg

GENERAL TERMS AND CONDITIONS

Finzia Securities S.A.
Registered Office: Luxembourg
Website: www.finzia-securities.lu

1. Definitions

In these Terms and Conditions, the following terms shall have the meanings set forth below:

“Company” refers to Finzia Securities S.A., a company incorporated and existing under the laws of the Grand Duchy of Luxembourg.

“Client” refers to any legal or natural person who enters into an agreement or engages the services of Finzia Securities S.A.

“Services” refers to all professional activities rendered by Finzia Securities S.A., including but not limited to securitisation structuring, issuance coordination, management services, digitalisation solutions (blockchain/tokenisation), and related corporate or administrative services.

“Parties” refers collectively to Finzia Securities S.A. and the Client.

“Agreement” refers to any contractual relationship between the Parties, including these Terms and Conditions and any written proposal, engagement letter, or service order.

2. Scope of Application

2.1 These Terms and Conditions govern all services provided by Finzia Securities S.A., unless otherwise agreed in writing.
2.2 By engaging the Company’s Services, the Client acknowledges having read, understood, and accepted these Terms and Conditions in full.
2.3 Any deviation from these Terms must be expressly approved in writing by the Company.

3. Services

3.1 Finzia Securities S.A. provides tailor-made securitisation and related financial structuring solutions, including but not limited to:

The coordination of legal, regulatory, and administrative aspects of securitisation vehicles;

The issuance and listing of structured financial instruments;

The management and monitoring of issued instruments and related parties (paying agents, exchanges, investors, debtors);

The digitalisation of financial instruments using distributed ledger technology and blockchain integration.
3.2 The Company acts strictly as a service provider and not as a financial intermediary or investment advisor. It does not solicit investments, manage third-party funds, or provide investment recommendations.
3.3 Finzia Securities S.A. reserves the right to subcontract or collaborate with third-party service providers where necessary to deliver the Services efficiently.

4. Client Obligations

4.1 The Client shall provide all information, documentation, and cooperation necessary for Finzia Securities S.A. to perform its Services properly.
4.2 The Client warrants that all information provided is accurate, complete, and lawful.
4.3 The Client remains solely responsible for compliance with all applicable legal, tax, and regulatory requirements in its jurisdiction.
4.4 The Client undertakes not to use the Company’s Services for any unlawful, fraudulent, or unethical purpose.

5. Fees and Payments

5.1 Unless otherwise agreed in writing, Services are provided on a time-spent and cost basis, according to the fee schedule applicable at the time of engagement.
5.2 All invoices are payable within thirty (30) days from the date of issuance, unless otherwise specified.
5.3 In case of late payment, interest shall accrue automatically and without prior notice, at the rate of 1% per month, without prejudice to any damages or recovery costs.
5.4 Any objections to invoices must be raised in writing within ten (10) days after receipt.
5.5 All prices are exclusive of VAT and any applicable taxes.

6. Liability and Indemnification

6.1 Finzia Securities S.A. shall exercise due professional care in providing its Services, but does not guarantee any specific financial, legal, or commercial result.
6.2 The Company shall not be liable for indirect, incidental, or consequential damages, including loss of profits, revenue, or reputation.
6.3 The Company’s total aggregate liability arising out of any engagement shall not exceed the total amount of fees paid by the Client for the specific Service giving rise to the claim.
6.4 The Client shall indemnify and hold harmless Finzia Securities S.A., its directors, employees, and affiliates against any claims, damages, or costs arising out of the Client’s use of the Services or breach of these Terms.

7. Confidentiality

7.1 Both Parties shall treat all non-public information received in connection with the Services as strictly confidential.
7.2 This obligation shall survive the termination of the contractual relationship.
7.3 Finzia Securities S.A. may disclose confidential information only when required by law, regulation, or competent authority.

8. Data Protection

8.1 Finzia Securities S.A. processes personal data in accordance with the General Data Protection Regulation (EU) 2016/679 (GDPR) and Luxembourgish data protection law.
8.2 The Client authorises the Company to process and store data required for the execution of the Services and for administrative or legal purposes.
8.3 For further details, the Company’s Privacy Policy shall apply.

9. Termination

9.1 Either Party may terminate the Agreement by written notice if the other Party materially breaches its obligations and fails to remedy such breach within fifteen (15) days of written notice.
9.2 The Company may immediately suspend or terminate the Services in case of non-payment, illegal activity, or reputational risk.
9.3 Upon termination, the Client shall settle all outstanding fees and costs incurred up to the effective date of termination.

10. Force Majeure

Finzia Securities S.A. shall not be held liable for any delay or failure to perform its obligations due to causes beyond its reasonable control, including natural disasters, strikes, war, pandemic, government actions, or interruption of telecommunications or financial systems.

11. Intellectual Property

All documents, methodologies, software, or tools developed by Finzia Securities S.A. remain the exclusive property of the Company. The Client is granted a non-transferable, limited licence to use deliverables solely for internal purposes.

12. Communication

12.1 The Company may communicate with the Client via electronic means (including email).
12.2 The Client acknowledges the inherent risks of electronic communication and agrees that the Company shall not be liable for any interception, delay, or data corruption unless caused by gross negligence.

13. Applicable Law and Jurisdiction

13.1 These Terms and Conditions and any Agreement between the Parties shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg.
13.2 Any dispute arising from or related to these Terms shall fall under the exclusive jurisdiction of the courts of Luxembourg City.
13.3 The English version of these Terms shall prevail in case of interpretation disputes.

14. Miscellaneous

14.1 If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14.2 Failure by Finzia Securities S.A. to enforce any right or provision shall not constitute a waiver.
14.3 These Terms may be updated periodically; the latest version shall be published on www.finzia-securities.lu.