1.1 These General Terms and Conditions (GTC) apply to the registration on our website "https://invest.lebijou.com" (website) and apply to all services provided by HFWM AG, Schwerzistrasse 6, 8807 Freienbach (Le Bijou Investment) for the members of its network Le Bijou (member).
1.2 The Le Bijou Network is reserved for qualified investors or professional clients domiciled in Switzerland. According to Art. 10 CISA, qualified investors are professional clients according to Art. 4 para. 3 - 5 or according to Art. 5 para. 1 and 4 FIDLEG. According to Art. 4 para. 3 let. a FIDLEG, professional clients are in particular financial intermediaries according to the BankA, the CISA as well as asset management and investment advisory clients according to FINIG. In addition, high net worth individuals can declare in writing that they wish to be considered qualified investors within the meaning of the CISA. When registering, we ensure that all members are qualified investors or professional clients by providing certain mandatory information. We reserve the right to deny access to the member area to persons who do not meet the requirements.
1.3 If the additional network services provided by Le Bijou are governed by separate terms or agreements, these general terms and conditions apply, but with the proviso that the provisions deviate from these terms and conditions in those separate terms or agreements.
2 Reservations under financial market law
2.1 None of the financial instruments mentioned on the Website are made available to persons who are resident in a country, state or jurisdiction in which the offer, marketing, and/or distribution of these financial instruments is in conflict with the laws or regulations applicable there, nor are the relevant term sheets, prospectuses or other information documents distributed. Persons in respect of whom such restrictions apply must not access the Website. Users of the Website are responsible for ensuring that they are legally entitled to access the Website. None of the financial instruments referred to on the Website is or will be registered in the United States of America under the Securities Act of 1933, as amended. Therefore, none of the financial instruments is intended to be offered, directly or indirectly, in the United States of America (including its territories and colonies), to nationals and residents of the United States of America, to persons ordinarily resident in the United States of America or to persons for the benefit of or in respect of U.S. persons (as defined in Regulation S under the Securities Act of 1933). Persons in respect of whom such restrictions apply must not access the Website.
2.2 The information provided on the Le Bijou Investment website and in particular in the members' area constitutes advertising for financial instruments within the meaning of Art. 68 FIDLEG. It is for information purposes only and does not constitute investment advice, a solicitation, or a recommendation to buy or sell financial instruments, nor is it a recommendation or decision-making aid for investment and is not the result of objective or independent research. The content of the website does not claim to be complete and only presents certain features of the instrument described. They are based on information and data provided by the issuer of the respective financial instrument. Although Le Bijou has made reasonable efforts to ensure that the information contained on the Website is current and accurate, and although Le Bijou has taken all reasonable care in compiling and updating the information on the Website, Le Bijou has not verified and cannot guarantee the accuracy and completeness of the information presented on the Website.
3. services of the Le Bijou network
3.1 With the registration, members get access to additional content and become part of the Le Bijou network. This gives members access to various financial instruments presented on the website and also gives them the opportunity to participate in events and seminars for the purpose of presenting the respective financial instruments and maintaining relationships with other members.
3.2 With reference to the financial instruments presented on the Website, Le Bijou operates purely as an intermediary for issuers of the financial instruments concerned. Le Bijou is not a financial service provider under FIDLEG and does not provide financial services to Members under FIDLEG, such as investment advice, the acquisition or disposal of financial instruments, or the acceptance and transmission of orders. Accordingly, Le Bijou does not owe any duty of care to Members with respect to brokerage activities.
3.3 The access to financial instruments on the website of Le Bijou as well as the invitation to certain events and seminars of Le Bijou is determined by the circumstances, facts, and information communicated by the Member and accepted by Le Bijou. The Member shall ensure that Le Bijou receives in a timely manner all information that Le Bijou requires for the brokerage of the financial instruments presented on the Website and for the qualification of the Member as a professional client or qualified investor or that is essential for this brokerage activity or qualification. Le Bijou may assume that the circumstances, facts, and information provided by the Member are correct and complete and that Le Bijou will be informed in a timely manner by the Member of changing circumstances, facts, or information that have an influence on the brokerage activity of Le Bijou or the qualification of the Member as a professional customer or qualified investor.
3.4 Le Bijou will not verify or review information or instructions given to Le Bijou by the Member or others on behalf of the Member without reasonable cause, and the Member acknowledges that Le Bijou is entitled to rely on such information and instructions in carrying out the Member's instructions.
4. 1 By registering, Member agrees that all information exchanged between Le Bijou and Member (including their respective agents or consultants) in connection with their access to content in the Member Area, whose access must be approved by Le Bijou prior to any self-declaration by the relevant person or entity on the Website and/or which they receive from Le Bijou and/or its representatives and/or advisors in relation to the business and operation of the Platform, shall be kept strictly confidential by Le Bijou (including their respective representatives or advisors) on the one hand and the relevant person or entity (including their respective representatives or advisors) on the other hand. Member shall not use confidential information in any form or disclose it to any third party unless expressly authorized by Le Bijou. The Member shall ensure that its employees, directors, and other representatives, as well as its consultants to whom such confidential information is entrusted, comply with these restrictions.
4.2 Without limiting Section 4.1, the term Confidential Information shall include, without limitation
i. all information made available by Le Bijou to Member, including any information, data or know-how, business and financial information, material terms in term sheets, draft contracts and similar documents, which Le Bijou has made available to Member either (i) in writing (including e-mails) or by electronic means and which is designated as "confidential", or (ii) orally; and
ii. in particular, all information concerning the financial instruments presented and the terms and conditions of the financial instruments presented; and
iii. any other trade secret, financial or confidential information of the Website and in particular in the Members Area.
4.3 Information shall not be considered confidential if the Member can prove that it:
i. is already publicly known at the time of the communication or becomes publicly known thereafter without the Member having caused this by a breach of these GTC;
ii. were already known to the Member at the time of the notification by Le Bijou;
iii. were or are communicated to the member by a third party, unless the third party has violated a confidentiality obligation assumed towards Le Bijou by the communication;
iv. was developed or acquired by the Member independently of the confidential information received under these GTC; or
v. is required to be disclosed to third parties by law, governmental or judicial order, provided that Member notifies Le Bijou immediately (in no event less than 3 business days before being required to disclose the Confidential Information pursuant to such order), to the extent permitted by applicable law. Such information shall remain subject to confidentiality under these TOS for all other purposes.
4.4 If disclosure of Confidential Information is required by law or regulation (including, but not limited to, for tax, audit or regulatory purposes), Member shall use all reasonable efforts to maintain the confidentiality of the materials and information so disclosed.
4.5 Member may use Confidential Information in accordance with this Confidentiality Undertaking. Subject to the provisions of these TOS, Member acknowledges and agrees that Confidential Information provided to it by Le Bijou or any other party (including its agents or consultants) under these TOS may only be used by Member as follows
vi. as permitted under these TOS;
vii. for the benefit of Le Bijou; or
viii. for the Member's evaluation of the Website.
4.6 Nothing herein shall prevent Le Bijou from granting third parties access to the Website and Le Bijou for purposes of financial, commercial, strategic, or similar transactions with due diligence, where applicable on the basis of confidentiality and non-use agreement.
4.7 In the event of a breach of the obligations arising from this confidentiality obligation, the Member shall be liable to Le Bijou for payment of a penalty in the amount of CHF 50,000 for each case of infringement and, in the event of continued infringement, for each calendar month during which the infringement continues, regardless of whether the infringement relates to only a part or the entire calendar month. Proof of actual damage is not required for the claim for payment of contractual damages.
4.8 Payment of liquidated damages shall not constitute a waiver of any claim for payment of actual damages or of any obligation of the Member under this Agreement.
5 Exclusivity and penalty
5.1 The Member irrevocably and unconditionally undertakes to make investments in the various financial instruments presented on the Website exclusively through the channels made available on the Le Bijou Website.
5.2 Should the Member, contrary to this exclusivity obligation, make an investment directly with the respective issuer of the respective financial instrument, whether as a bondholder, loan creditor, shareholder, or otherwise in any direct or indirect form (e.g. via another service provider), the Member undertakes to pay Le Bijou a penalty in the amount of 30% of the respective investment made, but at least CHF 50,000 per violation.
6 Compensation and expenses
6.1 Any compensation and expenses are governed by the provisions disclosed in the member area.
6.2 The Member declares that he/she will not claim any benefits from Le Bijou if the provisions regarding compensation and expenses are unclear to the Member.
7 Limitation of liability
7.1 Le Bijou assumes no express, statutory, or implied warranty or guarantees with respect to the information contained on the website and in the member area, parts thereof, or resulting results. The information provided on the Website and in particular in the Member Area has been prepared without regard to the objectives, financial situation, personal circumstances, or needs of any particular Member.
7.2 In particular, past performance is not a guarantee or indication of future returns, nor is there any guarantee that a Member's capital will be protected or that the value of the capital invested or financial instruments purchased will be equal to or greater than the Member's original investment if the Member sells its financial instruments or withdraws its capital.
7.3 Interested Members are strongly advised to carefully review all relevant investment information provided on the Website, but should in any case consult their own financial and tax advisor regarding the risks and benefits of the financial instruments presented on the Website before making any investment decision.
7.4 The Member is aware and acknowledges that Le Bijou does not provide any tax or legal advice or any other advice in connection with the brokerage of the financial instruments presented.
7.5 Le Bijou and its contractual partners disclaim any liability (including negligence and liability) for direct, indirect, or consequential damages resulting from reliance on this website, in connection with the information, performance data, and other information, links, or other communications contained on the website and in particular in the member area or in connection with the risks of the financial instruments presented on the website or the risks of the financial markets.
8.1 Both the Member and Le Bijou have the right to unilaterally terminate these GTC at any time.
8.2 The sections 4 (Confidentiality), 7 (Limitation of Liability), 9 (Miscellaneous Provisions) and 10 (Governing Law and Jurisdiction) of these Terms and Conditions remain valid after the termination of these Terms and Conditions.
9 Miscellaneous Provisions
9.1 All communications from Le Bijou can be made at its discretion by e-mail, mail, or any other means of communication it deems appropriate. Notices by mail or e-mail are considered delivered as soon as they have been sent by Le Bijou to the last address given by the member or deposited in the relevant member account. The member bears the risk of delay, loss, and falsification for the messages sent to him. Should the German and English versions differ in content, the German version shall take precedence over the English version.
9.2 All existing and future legal provisions, administrative regulations, and other applicable regulations in the field of financial market services, data protection, money laundering, and operation and use of the Internet, as well as any other regulation, which affects the services of Le Bijou, are reserved and apply to the provision of services of Le Bijou from their entry into force.
9.3 Le Bijou can change these GTC at any time. Changes will be announced to members in advance in an appropriate manner. If the member does not agree with the changes, the member can request the deletion of his account. These GTC were last amended on 24.02.2022.
9.4 Le Bijou can change, update or develop its services at any time. Likewise, Le Bijou may at any time and without prior notice fully or partially discontinue the operation of the member accounts or the access of the member (e.g. if the member no longer meets the requirements of a qualified investor) or for technical or legal reasons (e.g. due to legal or regulatory requirements, on official order or for security reasons) restrict the availability.
9.5 Each provision of these GTC shall be interpreted in such a way that it is valid and enforceable under the applicable law. If any material provision of these GTC is unenforceable or invalid under applicable law, such provision shall be deemed severable only to the extent of its unenforceability or invalidity and shall be replaced in all other respects by a valid and enforceable provision that reflects as nearly as possible the legal and economic intent of the invalid provision. The remaining provisions of this contract shall remain binding and in force. The same applies to loopholes in the contract.
9.6 The members are prohibited without the prior written consent of Le Bijou to assign or transfer these GTC or rights and obligations arising from these GTC in whole or in part to third parties. Any assignment or transfer without prior written consent is void.
10 Applicable law and place of jurisdiction
10.1 The relationship between Le Bijou and the Member is governed exclusively by Swiss law, excluding the conflict of laws and any international treaties.
10.2 For all disputes arising out of or in connection with the relationship between the Member and Le Bijou, unless otherwise provided, the courts at the seat of Le Bijou of Switzerland shall have exclusive jurisdiction.