General Terms and Conditions for Financial Investment Services

These terms and conditions, relating to the provision of the investment services of reception and transmission of and account-keeping, and FX change, via our mobile application ("Trading T&Cs"), form the basis of the agreement between you and us. The provisions of these Trading T&Cs will apply to you from the date on which you open your securities account via the Application in accordance with the conditions set out below, and once you accept these conditions via the Application. 

In these Trading T&Cs, "Customer", "you" or "your" (or the likes) refers to the holder of the securities account and Shares Financial Assets, SFA, "we", "us" or "our" (or the likes) refers to Shares Financial Assets. References to this “Agreement” include these General Terms and Conditions for Financial Investment Services and any other agreements or disclaimers that apply to your Securities account, each as amended or supplemented from time to time.

By accepting these Trading T&Cs and opening and/or using your securities account, you expressly agree to the terms of these Trading T&Cs and any other agreement or document incorporated therein and/or referred to therein, such as our Best Execution and Selection Policy, our Reception and Transmission of Orders Policy and our Conflicts of Interest Policy (altogether the “Agreement”).  

These Trading T&Cs constitute a binding legal agreement and it is important that you read and understand the terms before you agreed to them. Please note that the French version, available on this webpage, will prevail in case of discrepancy due to the translation.  If you have any questions, you should contact our customer support using our contact form on our website or via our mobile application, and/or seek independent legal advice if required

Important information – Preamble

Please read carefully

Things you need to know

The information provided by Shares Financial Assets tells you, in the context of this Agreement, about us, the legal terms and conditions applicable to the services we provide to you and the risks that apply to our financial investment services. You must read and accept them before you access our services. If you do not agree to these terms, you will not be able to access and use our financial investment services.

You should also carefully read the App T&Cs of the Shares Application, as well as any other contractual or information document, provided separately, to which you are asked to consent before using the features and services that we offer you.

You should also refer to our Risk Disclosure (in Appendix 1) and to our reception-transmission of orders policy. Please read them carefully before opening your Securities account and placing your orders. If you have any questions or doubts about the content of this important information and this Agreement, you should seek independent professional advice.

No personalised recommendation

Shares Financial Assets offers a service of reception-transmission of orders as well as custody of the securities account that you will be required to open in order to benefit from our services. We do not offer any advice and will not provide you with any personalised recommendations regarding the suitability or adequacy of any particular investment. Although we may from time to time provide you with factual information about investments, this information is not, and should not be construed as advice. Nor will we assess the suitability of transactions or services that we provide on an execution-only basis where the financial instruments we offer are non-complex. You are solely responsible for the decisions you take in relation to your orders, including investments on which we have previously warned you. If you are unsure whether an investment is appropriate for your individual circumstances or needs, you should seek independent professional advice.

Potential Risks

Our services allow you to transmit orders on various financial instruments via our Application on a non-advised basis (i.e. " execution-only"), in order to communicate them to a broker selected by Shares Financial Assets with regard to the criteria set by its Best Execution and Selection Policy, with a view to proceeding with their execution.

Trading is risky. The value of your investments may go down as well as up and you may get back less than your initial investment. In some cases, you may lose your entire initial investment. The past performance of an investment is no indication of its future performance. Further details on the risk of investing in financial instruments through your Securities Account are set out in our Risk Warning document in Appendix 1 to these Trading T&Cs. Before using the Application to submit investment orders, you should determine whether you understand the risks detailed in these Trading T&Cs agreement and its Appendix 1.

Receipt and transmission of your orders

We will not execute your orders ourselves, but will transmit them to brokers selected in accordance with our Best Execution and Selection Policy, who will be responsible for their execution. We cannot control the execution of your orders once we have passed them on to these brokers and there is no guarantee that we or the broker(s) concerned will accept your order.

Your order may not be accepted if it involves too much risk for the broker responsible for executing it or if trading is no longer available, or is suspended, for the investment to which your order relates. 

You can only cancel an order if we and/or the broker concerned agree, and you cannot cancel an order once it has been executed. This means that it is important to ensure that you enter your order details correctly and that you are willing and able to enter into a binding commitment to buy or sell a financial instrument when you submit your orders.

Safekeeping account

We provide custody account management for your investments by opening individual securities accounts under the conditions set out in this agreement.

Electronic money account

Opening a Securities Account with us involves opening an Electronic Money Account. This Electronic Money Account is provided by a third party money institution, authorised to provide payment services, with whom you will have a direct contractual relationship. As such, Shares Financial Assets is not acting as an agent for that electronic money institution.

You should note that your Electronic Money Account is not a bank account but an Electronic Money Account opened with a third party electronic money institution outside the Shares group of companies. The Electronic Money Account will be protected in accordance with the conditions of the electronic money institution concerned, and the regulations applicable to it. 

Taxation

Various tax regimes may apply to your trading activity depending on your tax status and the tax regulations applicable to you. You are solely responsible for determining the tax impact of your activities through the Application and should seek tax or legal advice if you have any questions or concerns in this regard. Shares Financial Assets, and any of its group companies, do not provide tax advice.

Your situation

You must comply with the legal and regulatory obligations applicable to you, particularly in terms of taxation, whether your residence or banking address is in France or abroad. You undertake to notify us, in the event of a change of contact details, address, bank address, tax situation, or any other fact, data, event, information, likely to affect the execution of this agreement, as well as to provide, as soon as possible, the corresponding supporting documents that we may be required to ask you in this regard.

Your finances

You should ensure that your personal finances are suitable for the purchase and sale of financial instruments and that you have the ability to bear any losses that may arise from your investment activity via the Application. You should not rely on making a profit through the investments you have made to repay or forfeit any credit or financing you have contracted. You should not enter into a credit agreement in order to finance your trading activity via the Application.

Dividend and voting rights

Although your investments may entitle you to dividends, there is no guarantee that dividends will be paid. You should not assume that you can systematically exercise your voting rights on certain issues at general meetings of the company(ies) issuing the financial instruments to which you have subscribed. The payment of dividends by a company issuing financial instruments is not guaranteed and you may not be able to exercise the voting rights attached to your investments.

Article 1 - Definitions

Throughout the Trading T&Cs, we use certain capitalised terms that have specific meanings as detailed below, these terms are, where applicable, used interchangeably in the singular or plural:

AEoI: refers to the automatic exchange of information between France and its partners, subjecting financial institutions to the obligation to collect from their customers information relating to tax residence and, where the latter is not located in France, to the tax identification number of the holders of financial accounts, under the conditions set out in Article 1649 AC of the French General Tax Code. 

Application (or App): means the mobile application whose Features you use (as this term is defined below), under the conditions set out in the App T&Cs. 

Applicable Regulations: means the legal and regulatory provisions of French law applicable to this Agreement.

Authorised Person: has the meaning given in the Modulr T&Cs.

Base currency: means the euro (€) or currency of the country in which you reside.

Customer: means the Users of the Application benefiting from the Services (as this term is defined below) offered by Shares Financial Assets, including you.

Electronic Money Account: means the electronic money account opened with the Electronic Money Institution (as this term is defined below), which you use to settle your Transactions (as this term is defined below), and to receive funds from the closing of your Positions (as this term is defined below).

Electronic Money Institution: means the electronic money institution with which you open an Electronic Money Account, for the purpose of carrying out your payment transactions via the Application. 

European Economic Area (or EEA): means the European Economic Area, namely the Member States of the European Union as well as Iceland, Liechtenstein and Norway.

Execution Broker: means any third party broker that we use to execute your Transactions, as defined below.

FACTA: means sections 1471 to 1474 of the U.S. Internal Revenue Code, as amended, any regulations or agreements arising which come out of it, any official interpretation thereof, any law implementing an intergovernmental approach in this regard, in each case, as amended from time to time.

Features: means the various features offered by the Application, existing or future, as listed in the App T&Cs.

Fees Policy: means the Shares Financial Assets document describing all the Service Fees applicable to the Customer and communicated to the latter.

Financial Instruments: means the financial instruments available via the Application for which you can submit Orders to us.

Force majeure: has the meaning given to it in the French Civil Code.

FX Provider: means the regulated provider, authorised to provide FX services, selected by Shares Financial Assets to carry out FX transactions, from one fiat currency to another, via the Application.

General Conditions of Services for Outsourced Payment Service Provider (“ModulR T&Cs”): means the general conditions for the provision of our payment services that are separately provided to you by the Electronic Money Institution authorised to provide such services to you and with which we have entered into a partnership.

General Terms and Conditions of Use (or “App T&Cs”): means the general terms and conditions of operation of the Application which are approved by the Customers, and which may be amended from time to time.

Investments: means, at any time, all Financial Instruments to which you have subscribed via the Application, and duly registered in the Securities Account, as well as any interest, dividends or other income linked to these Financial Instruments.

KYC: stands for “know your customer”, the procedure for identifying and verifying Customers, including you, and part of the anti-money laundering and anti-terrorist financing mechanism.

Market hours: means the opening hours of the markets. The opening and closing hours of the NYSE and NASDAQ exchanges are 9.30am to 4pm Central European Time (CET), Monday to Friday. The opening and closing hours of the EU stock exchanges are from 8am to 4.30pm (GMT) from Monday to Friday (Market Days).

Market Order: means an order to buy or sell a specified number of Financial Instruments immediately during Market Hours at the best price available at that time.

MIFID 2 Directive: means Directive 2014/65/EU and its delegated directives, Delegated Regulation (EU) 2017/591, Delegated Regulation (EU) 2017/592 and any other related delegated regulation, the ESMA guidelines, the legislative and regulatory texts transposing the aforesaid Directive, any related position, instruction or recommendation of the French Financial Markets Authority (Autorité des marchés financiers” known as “AMF”)), and any other means of transposing the said Directive.

Non-professional client: means any Client who is not a professional client and who is not otherwise classified as another type of client, within the meaning of Directive 2014/65/EU of 15 May 2014 on markets in financial instruments.

Operations: means all Transactions entered into by you under the conditions set out herein, as well as all Securities Transactions, as described in article 3.8 herein.

Order: means any instruction from you via the Application to buy, sell or exchange (a) specific Financial Instrument(s). Orders are transmitted by SFA to the relevant Execution Broker(s).

Positions: means the Investments position held as a result of the completion of the Transactions.

Price slippage: has the meaning given to it in Article 4.8 of these Trading T&Cs.

Professional client: means the category of client that meets certain criteria set out in Annex II of Directive 2014/65/EU of 15 May 2014 on markets in financial instruments.

Recurring Buy Order: means any instruction from you via the Application to purchase a specific Financial Instrument, on a regular basis, over a period of time defined by you.

Securities Account: means the securities account you open with us via the Application.

Service (or Investment Services): means the investment services within the meaning of Article L. 321-1 of the French Monetary and Financial Code, provided by Shares Financial Assets under the conditions set out herein.

Shares Financial Assets (or SFA): means, us, as investment services provider, in connection with the provision of Investment Services to you.

Technical Failure: means any of the following: unavailability of access to the telephone network or the Internet by us or by you, unavailability of our data hosted by third parties and for reasons attributable to these third parties, unavailability of access to your Securities Account which is not attributable to us, unavailability of access or operation of the Electronic Money Account or failure of the Electronic Money Establishment, unavailability of access to the execution Brokers' platforms, unavailability or loss by you of access to your User Account, resulting from the action of hackers, a logical attack or a computer virus or any other malicious act on your computer systems, on those of the technical partners, or of the marketplaces used by us for the Services, making it impossible to carry out Transactions (as these terms are defined below), and any other Technical Failure listed in the General Terms of Use.

Transaction: means any purchase or sale of one or more Financial Instruments, which has been the subject of an Order via the Application and executed by the relevant Execution Broker(s).

Transaction Fees (or Service Fees): means the fees charged by Shares Financial Assets to Customers in connection with the provision of the Services and detailed in the Fees Policy.

Users: means the Clients, users of the Application, benefiting from the Investment Services provided by Shares Financial Assets, including you.

User Account: has the meaning given to it in the App T&Cs:

Working Days: means Monday to Friday, with the exception of public holidays in the country of residence of the Customer. When it is not specified, the term “day” means a calendar day.

In these Trading T&Cs:

• any word or expression used that is defined by the Applicable Regulations will have the meaning given to the aforesaid Applicable Regulations in these Trading T&Cs, unless otherwise stated;
• references to legal provisions, regulations, codes, notices, guidelines, position-recommendations, instructions, as well as to articles of the General Regulations of the French Financial Markets Authority (Autorité des Marchés Financiers known as AMF), and any other provisions under the Applicable Regulations, include existing or future applicable legal provisions, regulations, codes, notices, guidelines, position-recommendations, instructions, articles of the General Regulations of the French Financial Markets Authority, and any other provisions under the Applicable Regulations, as amended, extended, consolidated, replaced or updated from time to time;
• references to laws or regulations are, for the avoidance of doubt, references to the laws or regulations applicable in France;
• the headings of the articles are for information purposes only and do not affect the interpretation of these Trading T&Cs.

The terms already defined within the framework of the App T&Cs of the Application have the same meaning within the framework hereof.

Article 2 - OUR SERVICES

2.1. List of Services provided

Pursuant to Articles 314-59 and 314-62 of the General Regulations of the French Financial Markets Authority (AMF), these Trading T&Cs provide for the provision by Shares Financial Assets of the following Investment and Related Services:

• The Reception and Transmission of Orders Service ; 
• he Account Safekeeping and Administration Service ;
• The Foreign Exchange Service.

The Account Safekeeping and Administration and Reception and Transmission of Orders relate to Financial Instruments within the meaning of article L. 211-1 of the French Monetary and Financial Code, including, but not limited to, Financial Instruments (including shares listed on European execution venues or markets and certain other markets, for example in the United States : NYSE, Nasdaq), units or shares of undertakings for collective investment ("UCIs" including ETFs - exchange traded funds), as well as fractions of shares issued under the conditions set out in article 6 hereof, and any other Financial Instrument(s) that Shares Financial Assets may offer in the future.

These Services are considered to be provided at your initiative, if you request them following any communication containing a promotion made by any means and which, by its very nature, is of a general nature and is addressed to the public or to a group, or to a wider category of Clients. You acknowledge that Shares Financial Assets has not carried out, directly or indirectly, any act of banking and financial canvassing within the meaning of article L. 341-1 of the French Monetary and Financial Code, with a view to soliciting your agreement to this Agreement, the Services we offer or the Financial Instruments we list.

2.2 Client categorisation

As required by the Applicable Regulations, we categorise our Clients in accordance with the conditions set out in Annex II of the MiFID 2 Directive, as soon as we provide you with Investment Services via the Application.

There are three client categories with different protection and information measures:

• Non-professional client ;
• Professional client ;
• Eligible Counterparty.

All our Clients, including you, are categorised as non-professional within the meaning of the Applicable Regulations. In particular, you may not request to be categorised as a professional client on an optional basis under the conditions and according to the criteria set out in Annex II of the MiFID 2 Directive.

2.3. Scope of our Services

Your Transactions are carried out on your own initiative and under your full responsibility without any advice from SFA which transmits its Clients' orders to the Execution Brokers, under the conditions set by the Applicable Regulations, and ensures the safekeeping of their Securities Accounts, in accordance with the said regulations.

As already described in the important information in the preamble above, Shares Financial Assets is not entitled to and is not obliged to provide you with investment advice relating to specific Financial Instruments, on its own initiative or on your own solicitation and/or request, and will not carry out any verification as to the adequacy of the Financial Instruments, in particular and without limitation, to your risk tolerance and your ability to bear losses. 

We will not provide you with any investment, legal, tax or other advice. You shall furthermore not  seek and/or solicit and/or require such advice from us, either from Shares Financial Assets, or from any other entity in the Shares group of companies to which we belong, or from any other Customer, and any decision to buy or sell a Financial Instrument listed by us is yours and we will not be responsible for your decisions. Shares Financial Assets does not provide individual portfolio management or investment advice or any other investment services not listed in clause 2.1 hereof.

2.4. Electronic communication

You confirm that we may communicate with you in paperless form, and that all the pre-contractual information and documentation provided to you will also be in electronic format. Where the Applicable Regulations require that documents be provided on a durable medium, we will send you the documents in PDF form (Portable Document Format) files, which will be sent to your email and/or viewable via the Application. You will then be able to download them to your mobile device.

Article 3 – Securities accounts opened on the Application

3.1. General

The maintenance of a custody account consists, on the one hand, of registering in an account the Investments that you have made via the Application, i.e. recognising you as having rights to the said Investments, and on the other hand, of keeping the corresponding assets, and finally of processing the events occurring in the life of the Investments kept by us.

Under the name "Securities Account", Shares Financial Assets opens in its books a special and individual account, solely intended to record your Transactions carried out via the Application, in particular and without being limitative, on shares quoted on the financial markets of the European Union and on UCI, as well as on any other Financial Instrument that Shares Financial Assets has selected, or would select in the future. This Securities Account is necessarily linked to a User Account as this term is defined in the General Terms of Use that you have accepted.

An Electronic Money Account attached to the Securities Account is also opened with an Electronic Money Institution under the conditions set out in Article 7, in order to record on the debit or credit side the counterpart in cash for Transactions carried out on Financial Instruments registered on the Securities Account. The Electronic Money Account operates in conjunction with the Securities Account, the operating procedures for which are set out herein.

3.2. Opening your Securities Account

3.2.1. Modalities

Before you can open a Securities Account and carry out Transactions, you must first install the Application. The provision by SFA of the Investment Services linked to the Securities Account is thus only possible if you have installed the Application, your identity has been verified and you have provided all the supporting documents and documents requested in accordance with these Trading T&Cs. 

In any case, Shares Financial Assets remain free to accept or refuse the opening of a Securities Account without being required to justify its decision.

The Securities Account is opened on your behalf and can only be an individual account. We do not open joint, undivided account or dismembered accounts. If, for any reason whatsoever, your individual account was likely to fall under the joint ownership or dismemberment regime, we kindly ask you to inform us immediately in order to make the necessary arrangements.

The Securities Account cannot be opened in the name of a legal entity.

In the event that you are protected adult, all Financial Instruments registered in the Securities Account must be managed in accordance with the specific provisions relating to the protection regime to which you are subject, in accordance with the Applicable Regulations. When the capacity regime of the holder of the SecuritiesAccount, recognised as applicable in France, is a regime of foreign law, it is expressly agreed that we must be provided beforehand with all the useful supporting documents likely to delimit and define the scope of the powers as well as the identity and the exact situation of the protected adult with regard to the applicable local regulations. We may not, under any circumstances, be held liable for Transactions carried out by the protected person or his/her legal representative, in breach of the rules in particular of the French Civil Code, or any other applicable text, governing the operation of the Securities Account and the accounts related thereto. We shall be held responsible for the consequences of a Transaction on the Securities Account if we have not been informed of the setting up or modification of a protection measure.

The Securities Account may not be used to hold Financial Instruments on behalf of third parties and/or to carry out portfolio management on financial instruments on behalf of third parties.

A Customer can only open a sole Securities account in Shares Financial Assets’ books, linked to his User Account.

3.2.2. Supporting documents

When you apply to open a Securities account, you must provide us with the following documents, as appropriate:

• a valid and legible copy of a valid identity document; and
• any other additional documents we deem necessary to comply with our legal and regulatory obligations.

Please note that depending on jurisdiction, in particular outside of France, other means of verifying your identity may be offered in the Application, and the list of accepted documents may be modified. 

In accordance with these Trading T&Cs, we will also verify your identity and if applicable, the origin of your funds, under the conditions set by the regulations relating to the fight against money laundering and the financing of terrorism.

3.3. Access to your Securities Account

Your telephone number will be linked to your Securities Account when it is open to ensure that the Securities Account can only be accessible via your mobile phone, which serves as an authentication device. Only one mobile phone number can be linked to your Securities Account. 

We may also check the validity of the email address you have provided to us, which will allow us to contact you at any time by a mode of communication other than the Application interface.

You will have access to the User Account linked to your Securities Account under the conditions set out in the App T&Cs.

3.4. Operation of the Securities Account

3.4.1. General

The Securities Account operates in accordance with the provisions of the Applicable Regulations. The Financial Instruments registered in the Securities Account may not be used by Shares Financial Assets for its own account  or any third party, including sub-custodians that we may call upon under the conditions mentioned below.

Under the terms of our custodial mission, we undertake to ensure the safekeeping of the Financial Instruments registered in the account and to fulfil the administrative obligations arising therefrom, principally the payment of income, information on events concerning the Financial Instruments held in custody, and the processing of your Orders and Instructions.

We undertake to comply with the marketplace rules governing the circulation and security of Financial Instruments, as defined by the Applicable Regulations.

We shall exercise all due skill, care and diligence in selecting, appointing and periodically reviewing the intermediaries we use and the arrangements they make for holding Financial Instruments.

3.4.2. Transfer of Financial Instruments 

In principle, only Financial Instruments acquired via the Application may be held on the Securities Account opened under the above conditions. We are not obliged to accept the transfer of Financial Instruments held on a Securities Account opened within another institution and/or the deposit of financial instruments other than those we list on your Securities Account. 

Before transferring financial instruments, previously held at another institution, to your Securities Account, you must therefore inform us in advance in order to find out whether the financial instruments whose transfer is envisaged can be the subject of Transactions via our Application. Failing this, you must reimburse us for all additional costs incurred and compensate us for any damage resulting from the deposit and maintenance of custody accounts for financial instruments that are not part of our range of Financial Instruments.

3.4.3. Restrictions of the Services

3.4.3.1. Minimum amount 

We reserve the right to modify at any time, without notice, the minimum value in euros or quantity of Financial Instruments related to the provision of a Service for a given Financial Instrument (including the minimum purchase or sale amount). These amounts must necessarily include the Service Fees due to us for the performance of the Services that you have requested us to provide to you. These amounts are disclosed on the Application.

3.4.3.2. Maximum amount and limits

We provide the Services (up to the maximum amount set on our Application) as long as the User Account does not present a security risk, you are able to justify the origin of the funds during a purchase or sale, and only if we have given a favourable opinion to the performance of said Service, following, where applicable, the analysis of the documents and more generally the information you have transmitted to us.

Buy or sell limits may be set over a period of three hundred sixty-five (365) rolling days, per day, over a given period or without a time limit and may apply to a given Financial Instrument in the Securities Account. The value of the limits corresponds to the cumulative amounts of all Transactions carried out over the period. The purchase limits may be different depending on the means of payment.

You are informed of this on the Application.

3.4.4. Review and monitoring of your use of the Services

We may decide at any time to suspend a Service for a period not exceeding fourteen (14) Working Days from the request of the Service, without being liable for the consequences of such suspension. At the end of this period and without any time limit, we may decide to prohibit the performance of the Services that are the subject of this Agreement, to prohibit or limit the use of certain means of payment, to block or suspend a User Account.

The questions we ask you allow us to know you, to better understand your motivations and to remove the doubt about the conditions under which you wish to benefit from a Service. We are required to ask you regulatory questions. 

In the absence of a satisfactory response and cooperation from you:

• In the case of a Service relating to a Transaction, we may cancel the Transaction in question and we will reimburse you by deducting Service Fees and any other losses incurred by us in connection with the completion of the said Transaction;
• In the case of any other Service, we may decide to not provide the Service.

3.4.5. Suspension or blocking of a User Account

A Securities Account may be suspended or blocked by us at any time, including for reasons related to:

• Compliance with the KYC procedure;
• Compliance with regulatory requirements on the fight against money laundering and terrorist financing (AML/CFT); 
• At the specific request of the competent authorities, regulatory, supervisory and/or administrative or tax authorities;
• Failure to comply with one of the provisions of these Trading T&Cs and/or the App T&Cs; 
• The legitimate suspicion that you are a victim of fraud, theft, cyber-attack, extortion, manipulation, violence, blackmail or that you are unable to assess the risks associated with the Investments; 
• Bad behaviour attributable to you (insults, threats, abusive requests, etc.).

A suspended or blocked Securities Account prevents you from accessing the Services temporarily or permanently. We shall not be held liable under any circumstances for the consequences, of any nature whatsoever, of the blocking or suspension of a User Account, in particular for the loss in value of Investments made, or for any other direct or indirect damage, occurring before or after the blocking or suspension due to an act of yours.

3.4.6. Deletion of a Securities Account- at your initiative 

You may request, at any time, the deletion of your Securities Account by notifying the Customer Service by sending a message in the Application. We will comply with your request within a reasonable time. 

To the extent that the Application does not currently allow for the transfer of the Financial Instruments held in the Securities Account to an external securities account, you will be required to sell the Positions held in the Securities Account in order to transfer the corresponding funds to your Electronic Money Account. If the sale is not possible because the quantity of Financial Instruments held is below the minimum threshold for sale of such Financial Instrument as indicated on the Application or for any other reason not allowing such sale, you must wait for the Application to allow the transfer to another securities account, or contact the Customer Service to arrange such transfer, according to the terms and deadlines to be agreed with said Service.

3.4.7. Closure, suspension or blocking of the Securities Account

We will also not be able to return to you, temporarily or permanently, Financial Instruments held in your Securities Account in the event of the occurrence of one or more of the following events:

• Your User Account has been suspended, closed or blocked; 
• Our obligations related to the regulations on the prevention of money laundering and the financing of terrorism require us to take one of these precautionary measures;
• A competent authority, such as a judicial, regulatory, supervisory, and/or administrative or tax authority, sends us a request to this effect;
• We are subject to a cyber attack, a logical attack, a virus, generic or otherwise, a physical attack on our premises or an attack on the integrity of our employees in the performance of their duties; 
• The Application, and more generally our information systems, are undergoing maintenance;
• If you have not logged into your User Account for at least three (3) consecutive months, if you have not responded to a message from us within thirty (30) days of receiving it, or if you are deceased. 

3.4.8. No withdrawal period

We wish to draw your attention to the fact that you do not have a right of withdrawal under these Trading T&Cs, in accordance with the provisions of article L.221-28, 2° of the French Consumer Code.

3.5. Obligation to keep and return securities and Financial Instruments

Transactions recorded on your Securities Account are subject to the legal provisions relating to custody, in particular with regard to the obligations to hold and return Financial Instruments registered in the account, as well as to market practices relating to the holding of financial instruments.

We hold your Investments under the conditions set out in these Trading T&Cs and return them as soon as possible, at your request, subject to the specific nature of certain Financial Instruments (in particular fractional shares). We keep all the registers and necessary accounts to enable us to distinguish, at any time and without delay, the Financial Instruments you hold on account from those held by other Customers, as well as from our own assets.

Financial Instruments held in an account and the rights attached to them may not be used or transferred by Shares Financial Assets. We remain liable to you in our capacity as custodian when we have recourse to a sub-custodian, a central depository or when a third party makes technical facilities available to us in connection with the Custody Account Service we provide to you.

3.6. Payment transactions on the Electronic Money Account linked to the Securities Account

The Modulr T&Cs apply to the needs of payment transactions linked to Transactions. 

3.7. Special provisions for holding certain financial instruments

You are informed and accept that we are authorised, both in France and abroad, to deposit all or part of the Financial Instruments that you entrust to us with a sub-custodian meeting the conditions set out in articles 313-13 to 313-16 of the General Regulations of the French Financial Markets Authority.

We choose each sub-custodian on the basis of its competence, reputation in the market and regulatory constraints or market practices as part of our Best Execution and Selection Policy. You acknowledge that the choice of sub-custodian available to us varies according to the market, market practice, regulatory constraints and the number of institutions present on the markets concerned.

Thus, where permitted by the Applicable Regulations, the Financial Instruments to which you have subscribed may be held by a sub-custodian established abroad - outside the European Economic Area where applicable - in a global account opened in the name of Shares Financial Assets or a foreign custodian and governed by local law.

You agree that the laws, regulations and practices applicable to the relationship between us and such custodians shall apply to you, including any jurisdiction attribution clause.

You are informed that you will bear all the financial consequences (in particular of a tax nature) that may result from the custody of your assets with a foreign sub-custodian.

You are also informed that we may transmit personal data to these sub-custodians under the conditions set out in the App T&Cs.

We draw your attention to the fact that this sub-custody is carried out by opening omnibus accounts with our sub-custodians. These omnibus accounts are separate from the assets of our sub-custodian, as they are from ours, and are opened in our name on your behalf.

We shall not be held liable for any loss of such assets due to any error or negligence of the foreign sub-custodians, or to any bankruptcy or other situation or event affecting such sub-custodians, unless such loss or damage results from our fraud, wilful default or negligence in the due diligence we exercised in selecting the foreign sub-custodian we used and in the instructions we gave to such sub-custodian.

3.8. Corporate actions 

Corporate actions are managed by our Execution Brokers. Any Financial Instrument, and in particular fractional shares, will not necessarily enable you to execute your rights in respect of your Positions, as this is a matter for the final discretion and organisation of the Execution Broker. 

It is your responsibility to personally gather information on the rights and obligations attached to your Positions and on the corporate actions linked to your Positions. Within the limits permitted by Applicable Regulations, we shall not be liable for any loss or damage that may result from your failure to respond to certain Transactions in Securities.

3.9. Special provisions for inactive Securities Accounts

You are informed and accept that, in accordance with French law of the 13th of June 2014 on inactive bank accounts and escheated life insurance contracts, known as the "Eckert Law", we will consider as an inactive account, any account that has not been the subject of any Transaction by you for more than five (5) years, or any account for which you have not contacted us (absence of connection on the customer account, contact with our Customer Service,...) during this same period. 

If your Securities Account is considered inactive, we will inform you by any means (email, telephone, post, etc.) and will remind you of the consequences of this inactivity. Throughout the period of inactivity of the Securities Account, you will be informed on an annual basis until the year preceding the deposit of your assets with the Caisse des dépôts et consignations.

If, despite this, you have still not contacted us, we will close your Securities Account and transfer the assets registered on your inactive Securities Account to the French Caisse des Dépôts et Consignations, at the end of a period of ten (10) years from the start of the period of inactivity. Six (6) months before the funds are deposited with the French Caisse des dépôts et consignations, we will inform you one last time.

We remind you that an inactive account also includes the account of a deceased person in the absence of any statement from the heirs or the notary at the end of a period of twelve (12) months following the death. The Securities Account will then be closed and the corresponding assets transferred to the Caisse des Dépôts et Consignations within three (3) years of the death of the Securities Account holder.

We remind you that once the assets are transferred to the Caisse des Dépôts et Consignations, they become the property of the French State if they have not been claimed by their holders or their successors within a period of :

• Twenty (20) years from the date of their deposit with the Caisse des Dépôts et Consignations if the account holder was alive ;
• Twenty-seven (27) years from the date they are deposited with the Caisse des dépôts et consignations if the account holder is deceased.

It will then no longer be possible for you to recover them.

Article 4 – Reception and Transmission of Orders services

4.1. Your Orders

An Order (including a Recurring Buy Order) is an instruction from you to buy or sell a specific Financial Instrument which is made via the Application. 

We currently provide market Orders, which are automatically executed, by API, with our Execution Brokers, via our Application. SFA does not itself execute Orders.

4.2 Execution of your Orders

If your Order is accepted by us, we will forward it to the Executing Broker for execution or onward transmission for execution. Please note that we are not responsible for the execution of Orders you submit via the Application. However, we have a duty to act in your best interests when we transmit your Order to another entity, such as the Executing Broker for execution or onward transmission. 

We are responsible for ensuring that any entity we select for the execution or onward transmission of your Orders takes all reasonable steps to provide the best possible result for our Customers on a consistent basis. Please refer to our Order Handling Policy for more information on how we have selected an Execution Broker(s) and why we consider that they enable us to act in your best interests when transmitting your Orders.

By opening a Securities Account, you are deemed to consent to our Best Execution and Selection Policy, which explains in more detail how we select an Execution Broker and how your Orders are executed. You should be aware that an Execution Broker may not be a person authorised in the European Union, but a broker registered with the SEC, a member of FINRA. The manner in which the Execution Broker will execute your Transactions must comply with the laws and regulations applicable to it in its home jurisdiction and it is not subject to the provisions of the General regulation of the French Financial Markets Authority (although broadly similar rules apply, particularly in the United States).

You are bound by all Transactions executed under the above conditions and in accordance with your Orders.

4.3. Your recurring Buy Orders

You may choose to automate the instruction of certain Orders by submitting Recurring Buy Orders.

In addition to being subject to the same conditions that apply to Orders known as standard, recurring Buy Orders are subject to the following additional conditions:

• You must define in the Application the period during which the Recurring Buy Order is placed and repeated (the available periods are provided in the Application);
• If the market is closed on the scheduled execution day of the Recurrent Buy Order, the Recurrent Buy Order will be created and transmitted to the Execution Broker for execution on the next market opening day;
• All Recurring Buy Orders will be created and transmitted to the Execution Broker for execution within 45 to 75 minutes of the relevant market opening.

If your Electronic Money Account does not have a sufficient balance to pay for a particular Recurring Buy Order (including any fees and/or charges applicable to that Order), that particular Recurring Buy Order will be ignored without affecting future scheduled Recurring Buy Orders.

4.4. Submitting and cancelling Orders

Orders may only be submitted via the Application. Orders must relate exclusively to Financial Instruments available via the Application, which we will make available to you at our sole discretion.

We will provide you with indicative prices of Financial Instruments that you can buy or sell via the Application. We draw your attention to the fact that we do not set these prices and we have no control over them, as long as they are provided to us by the Execution Broker. The execution prices of the Orders may differ from the prices displayed in the Application.

It is important to note that by submitting an Order to us, you enter into a binding commitment to buy or sell a particular Financial Instrument. You may no longer cancel or withdraw an Order when it is executed by the Execution Broker, and cancellation may only take place, in any event, with our prior consent. 

We will not be deemed to have received a request for cancellation or modification of the Order until we notify you of its receipt. Upon receipt of any request to cancel or amend an Order, we may, but will not be obliged to cancel or amend any Order after such Order has been transmitted to us. We will use all reasonable efforts to comply with your request for cancellation or amendment before the Order is executed by the Execution Broker, but we will not be liable if such cancellation or amendment is not made. In the event that we cancel or amend, attempt to cancel or amend, any Order at your request, you will be required to pay any costs and expenses that we may incur. In other words, you will be bound by the execution by the Execution Broke of any Order (whether in whole or in part) if and to the extent that such Order (or any part thereof) has not been cancelled or amended in accordance with your request.

For this reason, you must double-check that, before submitting an Order, you:

• Have input the correct values;
• Are able to pay for the Order;
• Are certain that you wish to go ahead with that Order;
• Understand how these Trading T&Cs apply to that Order;
• Are willing and able to bear the risk of any potential loss associated with that Investment, once such Investment has been made; and
• Understand the risks associated with that investment.

It is therefore your sole responsibility to ensure that all Orders communicated are accurate, correct and clearly transmitted. 

Notwithstanding the foregoing, all Orders transmitted to us shall be deemed irrevocable and we will be entitled to transmit such Orders to the Execution Broker in accordance with the terms and conditions hereof.

4.5. Acceptance of Orders 

We, and the relevant Execution Broker, have the final say on whether or not to accept an Order you have submitted. If we or the Execution Broker reject an Order, we will not have to explain to you the reason for such rejection, but will notify you of the rejection of the Order.

The Execution Broker also implements various procedures and limits in terms of risk and tolerance, which govern whether or not it will accept an Order, and we have no control over such trading procedures and restrictions.

Orders may also be rejected by us or the Execution Broker for reasons relating to:

• Trading restrictions imposed by the competent regulatory authorities on certain investments;
• Trading restrictions imposed on us by the Execution Broker; or
• You not having sufficient funds in your Electronic Money Account to pay for this Order; or 
• If accepting an Order would violate a limit we have placed on your Securities Account or your User Account.
• 4.6. Cancellation of Orders/Positions
• There may be instances where we, or the Execution  Broker, are required, at the request of third parties and in particular the competent regulatory authorities, to cancel your Orders or Positions. In such circumstances, we will seek to notify you of such request. You then agree to use all reasonable efforts to cooperate with us and, to the extent necessary, the Execution Broker to comply with any such request relating to the cancellation of your Positions, including with respect to taking any steps we may require you to take to respond to any request from a third party in connection with your Orders and/or Positions.

4.7. Prohibition of short selling

The Application cannot be used to short-sell a Financial Instrument, i.e. sell a Financial Instrument that you do not already own in anticipation of the price fall of that Financial Instrument, allowing the sale of a Financial Instrument at a higher price and giving the opportunity to buy that Investment back in the market at a lower price at a later stage, the profit being the difference between the highest price and the lowest price. To sell a Financial Instrument via the Application, you must have previously acquired that Financial Instrument by submitting an order to buy that Financial Instrument via the Application, which was subsequently executed.

4.8. Price slippage

Due to the inherent nature of a moving market, indicative prices can change, sometimes rapidly and significantly, and it may not be possible to execute your Order at the price shown on the Application before you place your Order. "Price slippage" means that the price at which you submitted your Order may not be the price at which your Order is actually executed. In some circumstances, your Order may be executed at a price that will be better or worse for you than the price that was indicated to you via the Application when you placed your Order. We have no liability to you, and we are not under any circumstances obligated to provide you with the price difference or ensure the maintenance of the price indicated at the time of placing the Order if your Order is executed at a worse price than that indicated at the time you submitted the Order if this is due to exceptional circumstances at the Execution Broker or in the case of the suspension or interruption of the services of the Execution Broker’s Marketplace. 

4.9. Our reports, notices and other information

4.9.1. Consultation of your Securities Account

You will be able to see in real time in the Application what Orders have been executed on your behalf by the Execution Broker and what you hold in your Securities Account. Access to the Service of consulting your Securities Account is a Feature governed by the App T&Cs. 

4.9.2. Notices 

We will send you a transaction confirmation notice for each Transaction carried out under the conditions set out herein. The transaction confirmation notice will be edited by us, and communicated via the Application for each Transaction, where it will be available for download. The transaction confirmation notice shall be made available as soon as possible and in any event not later than the first Working Day following the receipt of the transaction notice from the Execution Broker . You can ask us for an update on the status of your Order at any time, by contacting us via the Chat Feature of the Application. It will be your responsibility to notify us, via the Chat function of the Application, of the absence of receipt of a transaction confirmation notice at the end of the normal delivery times.

The notice may mention in particular, in accordance with the Applicable Regulation:

• The Financial Instrument(s) concerned and their quantity along with the relevant Execution Broker;;
• The nature of the Order (buy, sell, or other) 
• Date stamps (day, time) and execution price (unit and total);
• The amount of the transaction with the fees, commissions, taxes and other taxes distinguished from the gross price; 
• The exchange rate obtained when the Order involves currency conversion;
• The  execution venue ; and
• Details of payment by the Customer.

You will have a period of seven (7) Working Days, from the date of delivery of the notice, to make any comments or complaints. After this period, it will be deemed to have accepted the conditions of execution.

4.9.3. Corporate Action Notice

We will send you a Transaction notice on a durable medium for each corporate action (payment of dividends....) as soon as possible.

The notice is published by us or by the Execution Broker, and communicated via the Application for each corporate action, where it will be available for download. It is your responsibility to notify us via the Application's Chat function if you do not receive a corporate action notice

The notice will mention in particular:

• The Financial Instrument(s) concerned;
• The nature of the corporate action;
• Where applicable, the amount of the corporate action, distinguishing from the gross amount the charges, commissions, taxes and other levies.

In addition, we will inform you if the corporate action in question requires, as may be the case, a response and/or instruction from you (e.g. whether or not to tender your securities to a takeover bid, whether or not to receive dividends in securities or in cash, etc.) and will then tell you how you are expected to respond. In particular, the formats, deadlines for replying to and/or transmitting your Instructions, as well as their recipients, will be indicated to you, where applicable, in the corporate action notice that will have been sent to you.

4.9.4. Periodic reports

We will send you or make available on a durable medium a report on your Positions, Financial Instruments and assets, together with your Investments.

You will have a period of thirty (30) calendar days, from the date the report is sent or made available to submit any comments or complaints. After this period, you will be deemed to have approved it unless you can prove an error, omission or fraud from us.

4.9.5. Information on costs and charges

We will provide you with appropriate information on related costs and charges in due time. This information includes the costs and charges related to the Investment Services and related services and, where applicable, the cost of Financial Instruments acquired by you. We will provide this information on an ex-ante basis when we are required to do so, and similarly on an ex-post basis, in addition to providing any pricing terms and conditions to which reference may be made.

This information presents, in aggregated form, the following sums:

(i) All costs and related charges invoiced by us or other parties where you have been referred to such other parties for the Investment Service(s) and/or related services provided;

(ii) All costs and related charges associated with Financial Instruments acquired as a result of the provision of the Services.

We will calculate the costs and expenses on an ex-ante basis, using assumptions, projections and simulations to determine an estimate of what these costs and expenses would actually be. The information provided should therefore be regarded as an approximate estimate of costs and expenses, which may vary significantly from those actually incurred. We cannot accept any liability in this respect.

These figures will then be adjusted to represent the costs and charges you have actually incurred and reported on an annual basis in the summary of costs and charges.

The costs and charges disclosed are deducted directly from the Electronic Money Account attached to your Securities Account, which you accept.

4.9.6. Tax Information

In order to enable you to fulfil your tax obligations relating to the Financial Instruments held in your account, we will send you or make available on a durable medium, as soon as possible before the deadline for your annual tax return, a summary of securities transactions and income from transferable securities in accordance with the model used by the tax authorities. In France, this is known as the Imprimé Fiscal Unique (IFU).

In order to satisfy our own tax obligations, we may require you to provide us with details of your tax residence(s), to provide us, if necessary, with the necessary supporting documents, and to inform us immediately of your changes of residence. 

4.9.7. Other information

Shares Financial Assets will not be responsible for any reports or other information provided to you by the Execution Broker. Any inaccuracies or omissions will be the sole responsibility of the Execution Broker.

4.10. Valuations

The indicative valuations of your Investments will be provided to you in Euros (€) or US Dollars ($) or any other fiat currency in force in your jurisdiction, applying the rates provided by the Electronic Money Institution and/or the Execution Broker. Valuations will be updated on a near real-time basis, such updates constituting an obligation of means for SFA. We cannot commit to the full accuracy of the information provided in this respect, a discrepancy may exist between the valuations indicated and the actual valuation of your Investments at the time you consult them, said valuations being provided to SFA's Customers on the basis, in particular, of the information collected from the Execution Broker(s), the accuracy and/or completeness of which we cannot guarantee. SFA shall not be liable to you for any direct or indirect damage and/or loss, if you decide to carry out Transactions, which would prove to be detrimental to you, by relying exclusively in your investment decision on the sole indication of these valuations.

4.11. Submissions of Orders in own name

You must act on your own behalf and for your own accounts in relation to all Orders submitted by you, meaning that you are the person that will buyor sell the involved Financial Instrument(s). You cannot submit Orders on behalf of others. No power of attorney can be agreed on the Securities Account opened with Shares Financial Assets.

Any Order that we receive through the use of the Application shall be deemed to be given in good faith to have been given by you, except in the event of your death, bankruptcy or a revocation by you of any Order documented by the production of a document attesting to one of the aforementioned situations and which has been communicated to us and of which we have acknowledged receipt.

In accordance with the provisions of the App T&Cs and these Trading T&Cs, we may suspend your ability to transmit Orders through the Application, including if we suspect or have reason to believe that the Orders have been issued using your Credentials, as this term is defined in the App T&Cs, have not been properly authorised by you. In this case, we will not be responsible for any loss resulting from said suspension.

We are not obliged to verify the identity of the person(s) transmitting the Orders at each Transaction, or the accuracy or truthfulness of these Orders and we shall not be liable for any loss (direct, indirect, special, consequential) that may result from unauthorised Orders.

All Orders shall be deemed to have been made at the time of their receipt. You acknowledge and agree that when placing Orders for Financial Instruments, there will be times when a quoted price will change prior to execution of the Order(s) due to market circumstances and that all Orders will be executed in the chronological order in which they are received, the Orders being thus placed.

To the extent permitted by Applicable Regulations, we will not be liable to you for any loss or damage (direct or indirect) resulting from the late receipt of any Order for any reason whatsoever, instruction or communication issued by you, or for any delay, omission, interruption in transmission or improper interception of any Order or instruction through any equipment or system. We will endeavour to resolve any issues or problems arising from the operation of the Application, in accordance with the App T&Cs and, where applicable, will take measures in accordance with market practice.

4.12. Insolvency or suspension of trading in companies in which you have invested via the Application 

When your Investment represents a shareholding in a company, and if that company becomes insolvent, the ability to trade its stocks  may be restricted and its price may fall, which could result in a complete loss of value of your Position in that Investment, i.e. a loss of value all the money you have invested in it. In these circumstances, your shareholding in the company will be dealt with in accordance with the appropriate insolvency procedures and Applicable Regulations. 

You should also be aware that if the negotiation of a Financial Instrument is suspended or if that Financial Instrument is no longer listed on a stock exchange, this may affect your ability to sell that Financial Instrument and may result in action being taken to close your Position.

Article 5 – Dividend payment

The amount of dividends due and payable to you may be held by one of our Executing Brokers. If so, we will ensure that your Electronic Money Account is credited with the value of such dividends as soon as the funds are made available to us by the involved Executing Broker. We will endeavour to make such payment as soon as possible and, where possible, within twenty-four (24) hours of the reception of said dividend payment due to you. Where applicable, by accepting these Trading T&Cs, you expressly request us to seek the services of a third party FX Provider to convert the electronic money from a US Dollar Dividend payment to into Euros at the rate prevailing on the day of receipt of the credit in US Dollars or any other fiat currency to be converted, and to credit your Electronic Money Account accordingly.

Article 6 – Fractional shares

We allow you to buy and sell fractional shares of securities listed on the US and EU markets (fractional shares) using the Application, under the conditions set out below.

These fractional shares are financial securities held in your Securities Account which have the following characteristics:

• The fractional shares that you hold are debt instruments against the Execution Broker treating the securities you want to purchase a fractional share of. Their value fluctuates according to changes in the price of the underlying share under the conditions described below. You do not therefore hold the shares themselves, except in the case of the conversion mechanism described below.
• Purchases or sales of fractional shares may not be less than €2 or €1.01 respectively, and you will receive the proceeds of the sale of any whole share or fractional share rounded to the nearest cent.
• We will pass to the relevant Execution Broker all Orders related to fractional shares on a principal basis. As long as the Execution Broker may sometimes need to buy or sell shares in the market to execute part of your Order, the fractional component of that Order will be executed at the execution price that the Execution Broker has received for the corresponding whole share.
• For fractional shares of US-listed securities, the fractional share price is set at a price between the National Best Bid and Offer ("NBBO") at the time of the Order for orders placed during Market hours. All fractional Orders placed outside Market trading hours are queued and executed at or near the opening of the market. The prices set by the National Best Bid and Offer ("NBBO") at the time of the Order for Orders placed during Market hours are transmitted to you in real time via the Application.
• We draw your attention to the fact that when you reach full ownership of a share (you acquire one (1) whole share), your fractional shares are automatically converted into whole shares. The value of this conversion is strictly identical to the market value, and is therefore not linked solely to the performance of the underlying asset, or to a value fluctuating according to a mechanism superimposed on the fixing of the price in relation to the market value.
• Holding your fractional shares entitles you to dividends in proportion to the fraction of the whole share you hold (for example, if the dividend amount for a whole share A is 1USD and you hold the fractional share 0.1 A, then your entitlement to dividends for the fractional share 0.1 A is 1 USD *0.1). The terms and conditions governing the payment of dividends are set out in Article 5 of these terms and conditions.
• You may exercise voting rights as a holder of whole shares only. These rights do not apply to fractional shares, and you will therefore not benefit from rights in proportion to your holding of a whole share if you hold a fractional share.
• You may resell your fractional shares to the Execution Broker at any time, or obtain the refund via the Application. There is no difference in treatment between fractional shares and other Financial Instruments on which the Customer places Orders.
• However, fractional shares (i) cannot be sold and are illiquid outside the Application, (ii) cannot be transferred in kind and (iii) cannot be liquidated and their result transferred by bank transfer. There is therefore no secondary market for fractional shares.
• As a result, and given that fractional share Positions cannot be transferred to third parties, your partial interests will be liquidated, free of commission, at the prevailing market prices in the event that your Account is transferred or closed. 
• Fractional shares are subject to the provisions of Regulation 1286/2014 of the 26th of November 2014 on key information documents relating to packaged retail and insurance-based investment products (known as the PRIIPS Regulation). They are therefore subject to a PRIIPS KID, which we invite you to read carefully before subscribing to fractional shares.

Article 7 – Electronic Money Account 

7.1. Your Electronic Money Account 

To open a Securities-Account via the Application, you must also open an Electronic Money Account. 

Shares Financial Assets is not an electronic money issuer or an agent of the latter but arranges for you to open an Electronic Money Account with an Electronic Money Institution. We therefore sometimes refer to this account as your "Electronic Money Account". This Electronic Money Account is limited to use by the Electronic Money Institution in connection with our Application. If you stop using our Application, the Electronic Money Account will be closed as it is made available by our Electronic Money Institution only to you as an active user of the Application.

The Electronic Money Account and related payment services are provided to you by the Electronic Money Institution, in accordance with the Modulr T&Cs as accepted by you during our process of entering into a relationship. Your electronic money credited to the Electronic Money Account is held by the Electronic Money Institution, in accordance with the protection rules laid down for this type of service provider. You must refer to the terms and conditions of the Electronic Money Institution for further information.

Please note that your Electronic Money Account is not a bank account nor a deposit account. As a result, assets held in this account are not eligible for the deposit insurance scheme. 

Any electronic money required to settle your Transactions or any amount related to your Transactions will be debited from your Electronic Money Account on the day of the Transaction and paid the same day into an Electronic Money Settlement Account, opened with the Electronic Money Institution, for the purpose of transmitting the payment to the Execution Broker. 

7.2. How to pay for Orders transmitted via the Application 

Before placing an Order, you will need to credit your Electronic Money Account by sending money from a bank account in your name, located in the EEA or, where applicable, an equivalent country, to the Electronic Money Institution via SEPA transfer, credit card payment or SEPA debit, or any other method available within the Application, depending on the options and/or payment acquiring partners available in your jurisdiction. 

You can do this via the Application by using the function to top up your Electronic Money Account.

If you attempt to add funds from an account opened in the name of a third party, your payment will be rejected by the Electronic Money Institution used for the acquisition of payment by credit card. 

When using card top-up, you may only add funds from an eligible card in your name and the top-up will be completed within twenty-four (24) hours. 

Any card top-up will be strictly related to the top-up of your Electronic Money Account - any subsequent conversion or purchase will be unrelated to the original card transaction. 

The Electronic Money Institution will issue electronic money upon receipt of your funds. Electronic money credited to your Electronic Money Account will be stored and may later be exchanged and used to pay for your Orders. 

You may credit your Electronic Money Account for future Transactions or you may top up your Electronic Money Account for particular Transactions as and when required. If you supply your Electronic Money Account prior to making Transactions or credit it with more funds than are necessary for your short-term needs with respect to the payment of your Transactions, you will not receive any interest.

When you submit an Order to buy a Financial Instrument an estimate of what you would have to pay for the Transaction (it is estimated because of the need, if any, for currency conversion) plus brokerage and execution costs and fees, is immediately earmarked in your Electronic Money Account. The exact amount is then payable when the Order is executed.

You acknowledge and agree that we are acting as an Authorised User, as defined in the Modulr T&Cs, with respect to the payment of Transactions via the Application, by ordering the transfer of funds from your Electronic Money Account in order to make payment for your Orders if necessary, and only upon your express instruction. This may include any additional amount required to settle Transactions in the event that an order is ultimately executed at a price different from the indicative price quoted, i.e. in the event of a market movement after the transmission of an Order. 

As an Authorised User, we may request the Electronic Money Institution to transfer the amount required from you for a Transaction (gross of our Transaction Fees that you authorise us to transfer to our own account, if any) to the Electronic Money Settlement Account opened with the same Electronic Money Institution.

7.3. How proceeds of sale of an Investment will be credited to you

If you sell an Investment and the proceeds of that sale are due to you, we will ensure that your Electronic Money Account is credited with the value of the profits received from the Executing Broker. However, you should be aware that, whilst your profits may be credited to your Electronic Money Account, you will not be able to withdraw those proceeds until the Transaction resulting from your Sell Order has settled. On most underlying markets, settlement of the proceeds of the sale usually takes place within two (2) Market Days of the execution of the Transaction in the relevant Financial Instrument.

7.4 . Pricing

7.4.1. Fees Policy

Further details on the applicable Service Fees and charges that are levied for Transactions are provided in our Fees Policy, available in Appendix 3. The Fees Policy is available at all times on our website and on the Application. Transaction Fees and charges will only be applied to Orders that have been transmitted by us and subsequently executed, or transmitted for execution by the Execution Broker.

You declare that you are aware of our Pricing Policy when you sign this Agreement. These pricing conditions contain the pricing of securities transactions and, more generally, the remuneration received by us in connection with the performance of this Agreement. These fees may be modified by us at any time. In this case, you will be informed of the changes in rates in accordance with the conditions set out in article 14 of these terms and conditions.

In the event that one of the operations aimed in the pricing conditions, or one of the commissions or charges stipulated, is subject to an additional tax, social security or other levy, contribution or assessment, or if a levy, contribution or assessment is increased, we may pass on all or part of the new charge to you, by increasing the charges stipulated in our tariff conditions, at our discretion.

7.4.2. Financial transaction taxes (FTT)

Financial transaction taxes are applicable in certain jurisdictions, including France. If you are subject to such tax, it will be clearly and legibly displayed in the summary of costs and charges presented to you prior to confirmation of any Order. The FTT, the amount of which is not fixed by SFA, will be deducted from the amount paid to you in the event of a sale and charged in addition to the amount you pay in the event of a purchase.

7.5. Currency conversion and other costs

By agreeing to these Trading T&Cs, you expressly request us to engage an FX Provider to convert the electronic money from dividend receipts credited to your Electronic Money Account in US Dollars into Euros at the rate prevailing on the day the US Dollar credit is received. In addition to the fees and charges that we apply, you will also be liable for the costs of currency conversion and any relevant fees imposed by the Executing Broker, or any entity, including any US entity in relation to shares listed on US markets (SEC, FINRA...).

The currency in which the Order has to be executed is determined by the currency in which the relevant Financial Instrument(s) is (are) traded on the market (for example, US dollars for trading in US shares and fractional shares).

Article 8 - Mutual Obligations

8.1. Our statements and commitments 

We act in accordance with the Applicable Regulations and in compliance with the customs and practices of the profession we are in.

To the extent permitted by the Applicable Regulations, we shall not be liable for any breach of our contractual obligations or for any financial loss in the event of force majeure, or for any other event beyond our control that we could not reasonably have prevented, such as a breakdown in the means of transmission of Orders between you and us, or between us and the Execution Brokers

We are subject to professional secrecy and ensure maximum confidentiality in our interactions with you. 

8.2. Your statements and commitments

You are required to provide us with all the information necessary to enable us, after execution of your Orders, to duly record in your Securities Account the Transactions processed, any commitments entered into and the Financial Instruments held, as well as, if we are required to do so, your declaration to the competent tax authorities. 

You undertake to use the information we send you exclusively for your own personal use.

You declare that, prior to opening your Securities Account under the conditions set out herein, you had access to a general description of the nature and risks of the Financial Instruments to which the Investment Services described herein may relate. The risks are described in Appendix 1 of these Trading T&Cs, which you have read carefully.

You accept full responsibility for Transactions initiated through the Application. You declare that you are aware of the volatility of stock market prices and the random nature of transactions carried out on the financial markets, as well as the extent of the financial risks that may arise from the execution of Transactions that you have initiated via the Application.

The Shares Financial Assets’ Conflicts of Interest Policy is available on our website. You acknowledge that you have consulted it.

You acknowledge that you have read and approved our Order Execution Policy prior to accepting this Agreement.

You acknowledge that you have not been the subject of any banking or financial solicitation for the purpose of entering into this Agreement.

You declare, upon reading this Agreement:

• Not be subject to any prohibition or incapacity to enter into any commitment under the terms of this Agreement, with regard to French law, your national law and/or the law of your country of residence;
• Not to be restricted from carrying out the operations provided for under the terms of this Agreement by reason of your matrimonial regime or professional obligations;
• To comply with the contractual, legal, tax and regulatory provisions applicable to the transactions carried out under this Agreement and provide us with the documents required to fulfil our contractual, legal, tax and regulatory obligations;
• Not to make use of insider information as defined by the legislation and the regulations relating to insider trading.

You undertake to inform us promptly if any of these elements change.

Article 9 - Taxation

9.1. Your obligations

You are responsible for complying with your legal and regulatory obligations concerning the taxation of the operation of your Securities Account. You are reminded that the specific tax treatment of a product or service depends on each person's individual situation. This tax treatment may change over time. 

You should therefore be vigilant, with the help of a tax adviser if necessary, about any tax changes that come into force in your country of tax residence, particularly in the case of multiple tax residences. We do not undertake to provide any service or advice on the tax treatment specific to our Customers. 

9.2 Our obligations

In accordance with the international agreements on the exchange of tax information entered into by France, in particular under FATCA and AEoI, we may be required to file a declaration with the French tax authorities or a foreign tax authority for Customers affected by these regulations.

9.3. Withholding tax

Some jurisdictions, such as the United States, impose a withholding tax on capital gains, such as dividends, or added value on the resale of your Investments in their jurisdiction. In this situation, we will withhold the amounts due in respect of the withholding tax on behalf of the local authority levying the tax. This withholding tax may reduce the amount credited to your Electronic Money Account. The amount of the withholding tax is set by each jurisdiction that applies it, independently of the will of Shares Financial Assets.

Article 10 – Market Abuse 

You are informed that, in accordance with the Article 16 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16th April 2014 on market abuse ("Market Abuse Regulation"), we are required to report without delay to the French Financial Markets Authority any Operation on Financial Instruments, carried out for own account or for the account of a third party, whether such Operations was placed or executed on or out a trading platform, if we have reason to suspect that it may constitute insider dealing, market manipulation or attempted insider dealing or market manipulation within the meaning of the aforementioned Market Abuse Regulation.

Market manipulation includes using the Application alone or with others to attempt to artificially depress or raise the price of a listed asset or otherwise influence the behaviour of the market for personal gain. Insider dealing generally means trading or encouraging others to trade in a listed asset when you have material non-public information that could affect the price of that asset for any reason. You should note that these are general explanations and that when trading in US-listed assets, you should take note of the requirements imposed on your activities by applicable local laws.

Lastly, in accordance with Article L.621-17-7 of the French Monetary and Financial Code concerning operations that have been the subject of the declaration referred to in Article L.621-17-2 of the same Code :

• no proceedings based on article 226-13 of the French Criminal Code may be brought against the directors and employees who, in good faith, made the report ;
• no civil liability action may be brought against us, including the directors and employees who, in good faith, made this declaration.

Article 11 - Personal Data

We undertake to make every effort to ensure the security and confidentiality of the personal data in accordance with the Applicable Regulations.

We undertake that only authorised personnel will be authorised to access your personal data. 

Access to premises and servers on which data is collected, processed and archived is strictly limited. Appropriate technical and organisational measures have been taken to prevent any unauthorised access. 

You are informed when opening your Securities Account, and in this Agreement, that we collect and process personal data about you automatically. More generally, you agree to the processing of your personal data as defined in our Privacy Policy, provided separately in the Application. You have relative rights in relation to your personal data and can find information related to how to exercise these rights in our Privacy Policy. The collection and processing of personal data carried out by us, in our capacity as data controller within the meaning of Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR Regulation”), is necessary for the opening of a Securities Account and the provision of the Services, the constitution of customer files, the proper administration of commercial relations between you and us and allows us to improve the customer experience. This data is intended for us and our service providers and partners located in and outside the European Union for the purposes hereof, but will not be used by third parties for the purpose of canvassing you.

Your personal data is retained for as long as necessary to meet the purposes for which we have collected this data, whether legal, regulatory, accounting or related to reporting obligations.

The majority of information is kept for a minimum period of five (5) years at the end of the contractual relationship, in accordance with legal and regulatory obligations related to the fight against money laundering and the financing of terrorism. 

In the event of a dispute related to the use of your data by us, you are informed that you can refer the matter to the French Data Protection Authority (Commission Nationale de l'Informatique et des Libertés).

Article 12 – Duration of the agreement – entry into force

 12.1. Duration of the Agreement

The Agreement is signed for an indefinite period until terminated by either Party under the conditions set out in Article 13 of this Agreement.

12.2. Entry into force

This Agreement shall enter into force under the conditions set out in Article 3.2 of this Agreement.

Article 13 – Termination and closure of the Securities Account

13.1. Termination

The Agreement may be terminated at any time, and the Securities Account closed, by the Customer or by Shares Financial Assets, by notice provided on the Application, subject to fifteen (15)  Calendar Days' notice if the request for termination is at your initiative, and subject to thirty (30) Calendar Days' notice, if the termination is at our initiative, or any other period agreed between you and us. The notice period shall run from the date of notification on the Application.

It may be terminated automatically and without notice in the cases set out in the App T&Cs.

It will also be automatically terminated, at our initiative, in the event of non-performance by you of any obligation whatsoever resulting from this Agreement or resulting from the legal or regulatory provisions applicable to you. The termination will then take effect eight (8) calendar days following the sending of a formal notice by electronic means with delivery receipt, if you have not fully remedied the situation within the aforementioned period of eight (8) days.

In addition, the Agreement will be terminated ipso jure and without prior formal notice in the following cases:

• the abnormal operation of the Securities Account, the qualification of which is left to our discretion;
• the improper performance or non-performance of this Agreement and/or the App T&Cs and/or the Modulr T&Cs and/or any other contractual commitment between the Customer and SFA, due to the fault of the Customer, fraud, negligence or error attributable to the Customer;
• the reasonable suspicion of the commission of illegal activities, fraudulent acts or misrepresentation by the Customer.

The termination of the App T&Cs, and the concomitant closure of the User Account and/or the termination of the agreements made with the Electronic Money Institution relating to the Electronic Money Account, will result in the automatic termination of this Agreement and the closure of the Securities Account. 

13.2. Consequences of the termination

The closure of the Securities Account will put an end to any transaction usually carried out on the account with the exception of Operations in progress on the closing day and not definitively settled. You must maintain, if applicable, funds on the Electronic Money Account associated with the Securities Account, and take all measures to ensure that your Securities Account does not record any Transaction in the future. Any proceeds from the sale of your Investment will be credited to your Electronic Money Account.

In the event of closure of the Securities Account, and even if it is a closure following the closure of the account at your request following a proposal to modify these Trading T&Cs or the pricing, the Service Fees incurred by the closure of the Securities Account will be deducted according to the Fees Policy then in force.

In the event of closure of the Securities Account, you must inform us before the end of the notice period of the name of the institution to which your Investments should be transferred and the account number by submitting a bank account details, in accordance with the conditions set out in article 3.4.6 hereof. Any proceeds from the sale of your Investments will be credited to your Electronic Money Account. Fractional shares may not be transferred to a Securities Account held by another custodian. You must liquidate your Positions for such securities in accordance with the terms of the agreement with the Execution Broker.

If you do not provide other bank details before the end of the notice period, we will send you the proceeds from the sale of your Investments to the bank account you used when you opened your Electronic Money Account.

These provisions, which you expressly accept, consist of :

• Disposing of the other Financial Instruments in chronological order of acquisition, from the oldest to the most recent;
• Crediting the Electronic Money Account attached to the Securities Account at the end of the above Orders, less all the fees attached to the above operations, as mentioned in our Fees Policy.

In this context, you acknowledge that the sale of the Financial Instruments, constituting your Investments, belonging to you under the conditions specified above may not in any way engage our liability.

If you die, we will suspend your Securities Account, as soon as possible and once we have been informed of your death by a person with the requisite authority and evidence. 

We will automatically close your account and convert it into an estate account. The Financial Instruments registered will remain in this account until the rights-holders, on proof of devolution of the estate, have given us the necessary instructions concerning the destination of these assets. The value of your Positions, and any funds remaining in your Electronic Money Account, may form part of your estate and, subject to receiving appropriate confirmation from an appropriate representative, responsible for the management of your estate, we may act as instructed by such representative(s). We shall not be liable to you for any loss or damage suffered by you in connection with your Positions while we are awaiting instructions from any of your representatives. These Trading T&Cs will remain in full force and effect after your death, until your Securities Account is permanently closed and the agreement between us on these Trading T&Cs is terminated.

Article 14 – Changes to these Trading T&Cs 

Any proposed changes to these Trading T&Cs, including any proposed changes to our Fees Policy, will be notified to you via the Application, by email or by any other means chosen by us, thirty (30) Working Days before the planned date of entry into force.

The absence of objection on your part before this date of entry into force shall constitute acceptance of these modifications and, consequently, the maintenance of the account relationship after the entry into force of these changes shall result in their automatic application. 

If you do not agree with our modifications, any objection on your part must be sent to us by email to our customer service, before the effective date. You must ensure that it has been received by us by written confirmation from our services. Such objection shall automatically constitute a request for termination under the conditions set out in Article 13 of these Trading T&Cs. You will then have a notice period of fifteen (15) Working Days before closing your account, in accordance with the provisions of said article.

Notwithstanding the above mentioned principles, any change to these Trading T&Csowing to legislative or regulatory measures, or for legitimate reasons such as important operational reasons, shall automatically enter into force on its date of application without following the process described above. The same shall apply to all additions and/or modifications to features or Services, without any pricing consequences, or with positive pricing consequences, which will be brought to your attention by simple email, or notification via the Application, and will enter into force as of right on the application date indicated.

Article 15 – Deposit Guarantee Scheme

Shares Financial Assets is a member of the French French Deposit Guarantee Scheme (Fonds de Garantie des Dépôts et de Résolution known as FGDR) provided for in articles L.312-4 et seq. and L.322-1 of the French Monetary and Financial Code. The purpose of this securities guarantee mechanism is to compensate claims resulting from the unavailability of financial instruments deposited with an adherent institution and not to guarantee the value of these instruments.

The compensation limit for financial instruments is 70 000€ regardless of the number of accounts opened with the same institution and their location in the European Economic Area.

The Electronic Money Account is not covered by this mechanism.

You can obtain more information on this subject by consulting the website: www.garantiedesdepots.fr/en or by contacting the Fonds de Garantie des Dépôts et de Résolution (Contact the FGDR: Contact us if you have any questions) directly.

You may also refer to the key information documents for the products offered, given to you prior to purchase, for further information.

Article 16 – Liability and exclusion of liability

TO THE EXTENT PERMITTED BY LAW, WE DO NOT ACCEPT ANY LIABILITY FOR LOSS OF PROFITS, REVENUE, VALUE, EARNINGS OR DATA, OR DIRECT, CONSEQUENTIAL OR INDIRECT DAMAGES SUFFERED BY YOU OR ANY THIRD PARTY.

To the extent permitted by the Applicable Regulations, we shall not be liable to you in the event of non-performance or improper performance of the Agreement by you, fraud, negligence or error attributable to you, the occurrence of a Force Majeure event, Technical Failure or one or more of the events set out in Articles 10, 11, 13, 15 and 16 or the actions of third parties, and/or pursuant to any other specific provision relating to our absence of liability under these Trading T&Cs, and/or the App T&Cs.

You are solely responsible for the choices you make in using the Services. 

You are duly advised of the risks surrounding the Services and the Financial Instruments. In this context, we shall be liable for:

• The stability of the price of Financial Instruments due to their potential volatility;
• The absence or lack of liquidity of certain Financial Instruments;
• The loss, theft or disclosure to a third party, intentionally or unintentionally of your login credentials or password; 
• A cyber-attack, computer virus, malware, breakdown, theft, loss or failure of your telephone or computer device blocking access to your Securities Account or leading to access by a third party;
• Burglary, theft, extortion, violence, blackmail, fraud, manipulation of person, abuse of weakness, or any other criminal offence suffered by you which may have resulted in the loss of Financial Instruments or the provision of Services not desired by you;
• Loss or theft of Financial Instruments in any way;
• Illegal use of Financial Instruments purchased through us.

We endeavour, to the extent possible, to keep the Website and the Application accessible 7 days a week and 24 hours a day. Nevertheless, the use of the Application may be temporarily suspended, due to technical maintenance work, migration or updates, breakdowns or constraints related to the operation of the Internet or the communication networks used by us or our partners.

The networks on which the data circulate have various characteristics and capacities and are likely to be saturated at certain times of the day, which is likely to affect their download times and accessibility. We cannot be held liable due to a malfunction or inability to access the Application by third parties or you, a congestion of the Internet network, unsuitable equipment that you would use, an operation of maintenance or update of the Application or any other circumstance that would be beyond our control or in case of Force majeure. In particular, we cannot accept any responsibility for any financial consequences that could result from your inability to access the Application and/or use the Services for the reasons indicated above.

Article 17 – Complaints and Mediation

If you have any complaints regarding the Services provided under this Agreement, please notify us. We can be contacted via email at complaints@shares.io or the in-app chat function. 

For more information on how we will deal with your complaint, or to find out your remedies in the event of dissatisfaction, please refer to our Complaint Handling Policy. 

If you are not satisfied with the way your complaint has been dealt with, you can refer the matter to the relevant consumer ombudsman:

Le Médiateur 

Autorité des marchés financiers 

17, place de la Bourse 

75082 PARIS CEDEX 02

Article 18 – Governing Law and Courts

For the performance of this Agreement, the Parties agree to elect domicile at their registered office or their domicile.

These Parties declare that this Agreement is subject to French law. In the event of disputes, the courts competent to rule on disputes arising from the interpretation or performance of this Agreement shall, in accordance with ordinary law, be those within the jurisdiction of the domicile or residence of the defendant.

APPENDIX 1: Risk Disclosures

The potential risks incurred are available on our website, at the following address: 

https://shares.io/fr-fr/avertissement-risques

APPENDIX 2: Your Relationship with Modulr and Ours

When you open your accounts via the Application, you also have an Electronic Money Account opened under the terms and conditions that you accept at the time of entering into a relationship.

Your Electronic Money Account is managed and held by ModulR Finance B.V. ("ModulR"), which is an electronic money issuer authorised by the National Bank of the Netherlands (DNB) under number R182870. 

ModulR provides you with the Electronic Money Account and the ability to make and receive payments for your orders through the Electronic Money Account

Your relationship with ModulR is direct and subject to the terms and conditions of Modulr Finance BV's Terms of Use which can be found here.

For the purposes of these ModulR T&Cs, you will receive payment services. 

We are partners of ModulR under a partnership agreement and have a separate agreement with ModulR regarding our own Electronic Money Account. These Trading T&Cs do not give rise to any right of any kind whatsoever for the benefit of Customers, including you, on our Electronic Money Account and/or on the Electronic Money Settlement Account opened under the aforementioned conditions.

APPENDIX 3: Service Fees

This appendix is available on our website at the following address: 

https://shares.io/en-eu/trading-fees.

APPENDIX 4: Our Execution Brokers

This list is available on our website, in the Best Execution and Best Selection Policy, at this address:: https://shares.io/en-eu/order-handling