1. General Provisions
1.1. Scope
These Terms and Conditions for Custody Accounts (“Custody Accounts T&Cs”), govern the safekeeping as well as the administration of safe custody assets on Your behalf as a client (“You”) of radicant bank ag, Mühlebachstrasse 162-164, 8008 Zurich, Switzerland (“radicant”) on the basis of the financial services You selected (Execution-only/Investment Management Mandate/Investment Advice). Such financial services provided in connection with custody accounts stipulated herein, are subject to a separate agreement concluded between You and radicant.
These Custody Accounts T&Cs apply and are to be considered in conjunction with the Banking Services T&Cs, where the general provisions governing the entirety of Your contractual relationship with radicant can be found, as well as with the Investment Management Mandate T&Cs.
2. Safe custody assets
In order to use the safe custody assets service, in addition to the custody account, You must open one or more radicant bank accounts each linked to a custody account.
Credits and debits applied in connection with safekeeping and administration of safe custody accounts will be booked to the corresponding radicant bank account.
2.1. Acceptance of safe custody assets
Depending on their suitability, radicant accepts intermediated securities, certified securities including global certificates, uncertified securities and other non-securitised money market and capital market investments as safe custody assets.
radicant may refuse to accept safe custody assets without stating reasons and may at any time require the immediate withdrawal of accepted custody assets.
radicant may refuse or postpone transactions if the assets in custody have already been credited but not yet received. radicant credits assets in custody once they have been received in the custody account.
2.2. Verification of safe custody assets
radicant is authorised, but not obliged, to check safe custody assets for genuineness, absence of blocking requests and status as intermediated securities within the meaning stated in the Federal Intermediated Securities Act (FISA) at any time. radicant is not obliged to provide any administrative services or execute other actions and orders while the verification is in course.
You acknowledge and agree to be liable to radicant for any damage caused by accepted custody assets not being of marketable quality or having other deficiencies. You acknowledge and agree that You will bear liability for any losses or damage resulting from such delay or failure of execution of actions and orders, unless radicant failed to exercise customary due diligence in the industry.
2.3. Safekeeping of the safe custody account
radicant may hold fungible safe custody assets in collective deposits, unless assets need to be held separately because of their nature or for other reasons. Safe custody assets redeemable by drawings may, depending on the type, also be held in collective deposits. If safe custody assets are delivered or transferred from a collective deposit, there shall be no claim to securities codes, units or shares.
radicant is authorised to cancel accepted certificates at Your expense and have them replaced by uncertificated securities, if permitted by law.
radicant is entitled to have safe custody assets held in its own name but on Your behalf and at Your risk by one or more sub-custodians of its choice in Switzerland or abroad.
You explicitly consent to Your foreign safe custody assets being held in safekeeping by a sub-custodian abroad which is not subject to adequate regulatory supervision. radicant will choose such sub-custodian if no other suitable sub-custodian is available for the market or country in question.
Safe custody assets held abroad shall be subject to the laws and customs in force at the place of custody. You only acquire rights transferred to radicant by the sub-custodian in accordance with applicable foreign law. Should foreign law make it difficult or impossible for radicant to return safe custody assets held abroad, or to transfer the proceeds of the sale of such assets, radicant shall only be obliged to ensure You with a proportionate return claim or payment at the place of deposit, or at a correspondent bank of its choice, if such a claim exists and is transferable.
radicant is only liable for applying the customary due diligence according to the selection and the instruction provided to the sub-custodian. When intermediated securities are involved, radicant is liable for applying the customary due diligence related to monitoring of constant compliance with the selection criteria.
2.4. Registration of assets
Registered assets may be entered in the applicable register (e.g., share register) in Your name. radicant may also register the assets in its own name or in the name of a third party, but always at Your expense and risk. This will result in the disclosure of Your related data to the corresponding entity. Such data may also be disclosed to third parties in line with the law and for the purpose of providing the service.
2.5. Shareholder Rights Directive II (SDR II): disclosure of shareholders and transmission of information
Pursuant to Shareholders' Rights Directive II (SRD II), listed companies domiciled in the EU or the EEA (Companies) are entitled to identify their shareholders, by requesting information from financial institutions holding or keeping in custody shares in such companies at any time.
For this purpose, You acknowledge that radicant might be required to disclose certain information about You as shareholder (e.g., number of shares, Your name and address), if You hold shares of such companies in Your custody account.
It is mandatory for radicant to respond to companies' request for shareholder identification. Opt-out of disclosure is precluded.
The application of the SDR II also entails the right for companies to provide their shareholders with information on corporate actions, including, for example, dividend pay-out and share buyback offers from the companies or invitation to general meetings, which will be sent to You by radicant in order to allow You to properly exercise Your rights.
2.6. Return of safe custody assets
Safe custody assets will be settled and transferred according to legal provisions governing the safe custody assets at the location of deposit, liens, right of retention and other radicant’s withholding rights, as well as specific contractual agreements.
2.7. Administration of safe custody assets
radicant shall, without specific instructions from You, take care of the usual administrative actions such as:
- collection of interest, dividends, principal amounts due for repayment and other distributions as they become due;
- exchange and subscription of safe custody assets without Your right of choice.
Unless otherwise agreed, it shall be Your responsibility to preserve the rights associated with safe custody assets such as issuing instructions for:
- exercising, purchasing or selling subscription rights;
- exercising conversion and option rights;
- handling conversion;
- effecting payments for safe custody assets not fully paid up.
radicant will execute instruction provided by You only if received in due time. If You do not provide such instructions, if the instruction does not reach radicant in a timely manner, or if the instruction provided are contradictory, radicant is authorised, but not obliged, to act as it deems.
radicant will not perform any administrative services:
- in the case of registered shares without coupons if radicant’s address has not been provided as the address for the delivery of dividends and distributions;
- for safe custody assets traded only or primarily abroad, if such assets are held by exception in Switzerland;
- for mortgage securities and insurance policies.
When performing all administrative services, radicant relies on data obtained from standard industry information sources. radicant is not obliged to gather additional information from special resources nor from publicly available.
2.8. Statement of assets
radicant will regularly (usually at the end of the year) provide You with a statement listing the safe custody assets held in safekeeping via the radicant app. Valuations of the contents held in safe custody are based on approximate, non-binding market price obtained from the standard sources of information in the banking industry. radicant assumes no liability for the accuracy of these valuations.
Intermediated securities are not specifically identified as such in the statement or in another list issued by radicant. If You do not object to these statements within 30 days from receiving the information, the statements will be deemed accepted.
3. Responsibility
You acknowledge and agree that You are solely responsible for complying with any reporting obligations associated with safe custody assets issuers, companies, authorities, stock exchanges and/or third parties, even if the safe custody assets are not registered in Your name at the depository.
radicant is entitled, but not obliged, to inform You about reporting obligations or to execute them on Your behalf.
4. Liability
You acknowledge that it is Your responsibility to assert and exercise rights arising from safe custody assets in court, debt collection, bankruptcy, restructuring and similar proceedings and to gather information in advance of or in course of those proceedings.
radicant will undertake the safekeeping and administration of the safe custody assets with customary due diligence.
radicant does not provide tax or legal advice. You hereby acknowledge and agree that radicant shall not be liable for any losses, penalties, surcharges, interest or other sanctions resulting from Your failure to fulfil Your tax obligations.
5. radicant approved offering
Investment advice, portfolio management or Investment Management Mandate services are based on the investment universe defined and regularly updated by radicant. The offering approved by radicant consists of both financial instruments issued, managed, developed or controlled by radicant and third-party providers.
August 2023