Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "you", or "your") and Anelio SAS ("Anelio", "we", "us", or "our"), a société par actions simplifiée organized under French law with registered office at [Address], governing your access to and use of our website, mobile applications, and services (collectively, the "Platform").

By accessing or using the Platform, you agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with these Terms, you must not access or use the Platform. Your continued use of the Platform constitutes ongoing acceptance of these Terms as they may be modified from time to time.

These Terms should be read in conjunction with our Privacy Policy, Cookie Policy, and Risk Disclosure Statement, which are incorporated herein by reference. In the event of any conflict between these documents, these Terms shall prevail except as specifically provided otherwise.

2. Eligibility and Account Registration

2.1 Eligibility Requirements

To use our Platform and services, you must: (a) be at least 18 years of age or the age of legal majority in your jurisdiction of residence, whichever is greater; (b) have full legal capacity and authority to enter into a binding contract; (c) not be a resident of or located in any jurisdiction where provision of our services would be illegal or require licensing we do not possess; (d) not be subject to any sanctions or restrictive measures imposed by the EU, US, UN, or any other governmental authority; (e) not be listed on any prohibited or restricted parties lists maintained by regulatory authorities.

2.2 Account Registration and Verification

Registration requires you to: (a) provide accurate, current, and complete information as requested; (b) maintain and promptly update your information; (c) complete identity verification procedures, including providing government-issued identification, proof of address, and any other documentation requested to comply with KYC and AML regulations; (d) comply with ongoing monitoring and periodic reverification requirements.

We reserve the right to: (a) reject any registration or refuse to open an account for any reason; (b) request additional information or documentation at any time; (c) suspend or terminate your account if any information provided is found to be inaccurate, incomplete, or misleading; (d) implement enhanced due diligence procedures for certain users based on risk assessment.

2.3 Account Security

you are responsible for: (a) maintaining the confidentiality of your account credentials; (b) all activities that occur under your account, whether authorized or not; (c) immediately notifying us of any unauthorized access or security breach; (d) using strong, unique passwords and enabling multi-factor authentication where available. We are not liable for any loss or damage arising from your failure to maintain account security.

3. Description of Services

Anelio provides an automated portfolio management platform utilizing proprietary quantitative algorithms ("Quant Engine") to manage investment portfolios based on user-defined values alignment preferences. Our services include: (a) Portfolio Construction based on your selected inclusion themes (long positions) or exclusion themes (short positions); (b) Automated Rebalancing with daily algorithmic portfolio optimization; (c) Trade Execution through integrated broker-dealer partnerships; (d) Performance Tracking with real-time valuation, analytics, and reporting; (e) Impact Measurement tracking portfolio alignment with your stated values; (f) Donation Platform integration with charitable organizations.

3.1 Technology Platform Nature

Important: Anelio is a technology platform, not a registered investment advisor, broker-dealer, or financial institution. We provide tools and technology to implement your investment decisions; We do not provide investment advice, recommendations, or financial planning services. Our Platform facilitates automated execution of YOUR investment strategy based on YOUR preferences.

3.2 no Guarantees of Performance

We make no representations, warranties, or guarantees regarding: (a) investment returns or performance; (b) suitability of our services for your particular situation; (c) accuracy of historical performance data or projections; (d) elimination of investment risk. All investments involve risk of loss, including total loss of principal. Past performance does not guarantee future results.

4. Fees and Charges

4.1 Fee Structure

Our fee structure consists of: (a) Management Fee: 0.8% per annum, calculated as a percentage of assets under management (AUM), charged monthly in arrears based on average daily AUM; (b) Performance Fee: 30% of net profits realized during each calendar quarter, calculated using a "high water mark" methodology to ensure fees are charged only on net new profits.

4.2 High Water Mark Methodology

Performance fees are calculated as follows: At quarter end, if your portfolio value exceeds the previous highest value (after accounting for deposits, withdrawals, and previously paid fees), we charge 30% of that excess amount. If your portfolio is below the high water mark, no performance fee is charged until the portfolio recovers to surpass the previous high. This ensures you never pay performance fees twice on the same gains.

4.3 Additional Charges

you may incur additional charges for: (a) third-party fees charged by broker-dealers, custodians, or payment processors; (b) network fees for cryptocurrency transactions; (c) currency conversion fees; (d) wire transfer fees; (e) expedited service fees if offered. All such fees will be clearly disclosed before you incur them.

4.4 Fee Modifications

We reserve the right to modify our fee structure with 30 days advance notice to users. Continued use after the effective date constitutes acceptance of new fees. you may close your account without penalty before the effective date if you do not accept the new fee structure.

5. Investment Instructions and Automation

By using our Platform, you authorize Anelio to: (a) execute trades in your portfolio based on your selected values preferences and our Quant Engine recommendations; (b) automatically rebalance your portfolio daily without requiring explicit approval for each trade; (c) deposit and withdraw funds to and from your linked bank accounts or crypto wallets as instructed; (d) deduct management and performance fees from your account; (e) take such other actions as reasonably necessary to provide the services described herein.

you acknowledge that: (a) automated trading may result in frequent buying and selling, potentially triggering tax consequences; (b) you are responsible for understanding and paying all applicable taxes; (c) We do not provide tax advice and recommend consulting a qualified tax professional; (d) you may modify your values preferences at any time, which may trigger portfolio rebalancing; (e) certain market conditions may prevent immediate execution of trades.

6. Deposits, Withdrawals, and Asset Custody

6.1 Deposits

Deposits may be made via: (a) bank transfer (SEPA, wire); (b) cryptocurrency transfer to designated wallet addresses; (c) other methods as made available. Deposits are subject to: (a) minimum and maximum limits; (b) processing times that vary by method; (c) verification of source of funds for AML compliance; (d) potential rejection if we cannot adequately verify the source of funds.

6.2 Withdrawals

you may request withdrawals at any time, subject to: (a) liquidation of positions at prevailing market prices, which may result in gains or losses; (b) processing times of 2-5 business days for bank transfers, or network-dependent times for cryptocurrency withdrawals; (c) verification procedures to prevent fraud; (d) any applicable withdrawal fees. We reserve the right to delay withdrawals if we suspect fraudulent activity, money laundering, or violation of these Terms.

6.3 Asset Custody

Your assets are held by third-party custodians and broker-dealers with whom we maintain agreements. We do not take custody of your assets ourselves. In the event of our insolvency or bankruptcy, your assets held by custodians should be protected and separate from our corporate assets, subject to the terms of custodial agreements and applicable insolvency laws.

7. Prohibited Activities

you agree not to: (a) use the Platform for any unlawful purpose or in violation of these Terms; (b) provide false, inaccurate, or misleading information; (c) attempt to gain unauthorized access to our systems, networks, or other users' accounts; (d) engage in any form of market manipulation, including wash trading, spoofing, or pump-and-dump schemes; (e) use automated scripts, bots, or other means to interact with the Platform without our express written permission; (f) reverse engineer, decompile, or attempt to extract source code from our Platform; (g) use the Platform to facilitate money laundering, terrorist financing, or other financial crimes; (h) violate any applicable laws, regulations, or third-party rights; (i) abuse, harass, threaten, or intimidate our employees, contractors, or other users; (j) attempt to circumvent any security features or access controls.

Violation of these prohibitions may result in immediate termination of your account, forfeiture of funds pending investigation, and referral to law enforcement authorities.

8. Intellectual Property Rights

All intellectual property rights in and to the Platform, including but not limited to our proprietary Quant Engine, algorithms, software, code, user interface design, logos, trademarks, and content, are owned by Anelio or our licensors. These Terms do not grant you any ownership rights; instead, you receive a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your personal investment purposes in accordance with these Terms.

you may not: (a) copy, modify, distribute, or create derivative works based on our Platform; (b) use our trademarks, trade names, or branding without written permission; (c) remove or alter any proprietary notices; (d) claim ownership of any aspect of our Platform or its underlying technology.

9. Disclaimers and Limitation of Liability

9.1 no Warranties

The Platform is provided "as is" and "as available" without warranties OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT not LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. We do not warrant that: (a) the Platform will be uninterrupted, timely, secure, or error-free; (b) results obtained from using the Platform will be accurate or reliable; (c) any errors or defects will be corrected; (d) the Platform will meet your specific requirements.

9.2 Investment Risk Disclaimer

you acknowledge and agree that: (a) all investments involve risk of loss, including total loss of principal; (b) past performance does not guarantee future results; (c) values-aligned investing may result in concentrated positions that increase risk; (d) algorithmic trading does not eliminate investment risk; (e) we are not responsible for investment losses resulting from market conditions, your investment decisions, or our execution of your instructions.

9.3 Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Anelio, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR: (a) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT not LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY you OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (b) ANY DAMAGES EXCEEDING THE AMOUNT OF FEES you HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; (c) ANY DAMAGES ARISING FROM YOUR INVESTMENT DECISIONS OR MARKET PERFORMANCE; (d) ANY DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO YOUR ACCOUNT DUE TO YOUR FAILURE TO MAINTAIN SECURITY; (e) ANY INTERRUPTION OR CESSATION OF PLATFORM SERVICES.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

10. Indemnification

you agree to indemnify, defend, and hold harmless Anelio, its parent companies, subsidiaries, affiliates, officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use or misuse of the Platform; (c) your breach of any representation, warranty, or covenant herein; (d) your violation of any applicable law or regulation; (e) your violation of any third-party rights, including intellectual property rights; (f) any tax liabilities arising from your investment activities. This indemnification obligation will survive termination of these Terms and your use of the Platform.

11. Termination

11.1 Termination by You

you may close your account at any time by: (a) withdrawing all funds from your account; (b) submitting a closure request through the Platform or by contacting customer support; (c) completing any required exit procedures. Account closure is subject to settlement of all outstanding transactions and payment of any fees owed.

11.2 Termination by Anelio

We may suspend or terminate your account immediately, without prior notice, if: (a) you breach these Terms; (b) we suspect fraudulent, abusive, or illegal activity; (c) we are required to do so by law or regulatory directive; (d) we determine that continuing to provide services to you presents unacceptable legal or reputational risk; (e) your account has been inactive for an extended period; (f) we cease offering services in your jurisdiction.

11.3 Effect of Termination

Upon termination: (a) your right to access and use the Platform immediately ceases; (b) we will liquidate your positions at prevailing market prices; (c) we will process withdrawal of your remaining funds, subject to any legal holds or investigations; (d) we may retain certain information as required by law or for legitimate business purposes; (e) provisions of these Terms that by their nature should survive termination shall survive, including intellectual property provisions, disclaimers, limitations of liability, and indemnification obligations.

12. Dispute Resolution and Governing Law

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of France, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

12.2 Jurisdiction and Venue

Subject to the arbitration provision below, any legal action or proceeding arising under these Terms shall be brought exclusively in the courts located in Paris, France, and the parties irrevocably consent to the personal jurisdiction and venue therein.

12.3 Arbitration (Where Applicable)

For users in jurisdictions where arbitration clauses are enforceable, any dispute arising out of or relating to these Terms shall be resolved through binding arbitration administered by [Arbitration Body] in accordance with its rules, rather than in court. The arbitration shall be conducted in English in Paris, France. Judgment on the arbitration award may be entered in any court having jurisdiction. This arbitration provision does not preclude you from bringing issues to the attention of regulatory authorities.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated to you via: (a) email to your registered email address; (b) prominent notice on the Platform; (c) in-app notification. Changes become effective 30 days after notification unless you are required to take affirmative action (such as clicking "I Agree"), in which case changes become effective upon your acceptance.

Continued use of the Platform after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the modifications, you must stop using the Platform and close your account before the effective date.

14. Miscellaneous Provisions

14.1 Entire Agreement: These Terms, together with our Privacy Policy, Cookie Policy, and Risk Disclosure Statement, constitute the entire agreement between you and Anelio regarding the subject matter hereof and supersede all prior agreements and understandings.

14.2 Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

14.3 Waiver: no waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

14.4 Assignment: you may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction.

14.5 Force Majeure: We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, war, terrorism, pandemics, labor disputes, or governmental actions.

14.6 Language: These Terms are drafted in English. Any translations are provided for convenience only. In case of conflict, the English version shall prevail.

15. Contact Information

For questions, concerns, or notices regarding these Terms of Service, please contact:

Anelio SAS

Email: legal@anelio.io

Postal Address: [To be provided]

Telephone: [To be provided]

SIRET: [To be provided] | SIREN: [To be provided] | TVA: [To be provided]