Terms of use

The Terms and Conditions governing your access to and use of the services provided through the website www.spesia.is and the mobile apps owned and operated by the Icelandic company Spesía eignastýring hf. (ID No. 430924-0440), Grandagarður 16, 101 Reykjavík (“Spesía” or “the company”), are set out below. By using the services, you agree to be bound by these Terms of Use, as amended from time to time.

These Terms and Conditions are in accordance with the laws and regulations applicable to Spesía. Terms defined in the Act on Markets in Financial Instruments, or in regluations or rules issued pursuant thereto, shall have the same meaning herein unless otherwise stated or required by the context or nature of the matter.

Spesía‘s services are designed to make it simpler for individuals to invest in a portfolio tailored to their needs, and to enhance individuals’ knowledge and confidence when it comes to investing. The services include both investment advice and portfolio management, whereby investments are made in specialized funds for retail investors managed by Spesía. Such activities are subject to authorization and supervision by the Financial Supervisory Authority of the Central Bank of Iceland.

1.Scope

1.1.These Terms apply to Spesía services (hereinafter the “the Service”), operated by Spesía and also apply to Spesía‘s websites, internal web services, mobile applications and social media channels (“the Platforms”). The Terms apply when Spesía provides investment services in accordance with its operating authorizations and/or when they are specifically referred to in a customer‘s agreement with Spesía.

1.2. Special terms or agreements concerning particular financial services may apply alongside these Terms. In the event of any inconsistency between these Terms and the provisions of other agreements/terms relating to specific transactions or services provided by Spesía, these general Terms shall prevail over the more specific ones.

1.3. By using the Service, you acknowledge that you have read, understood and accepted these Terms., whether you are an “unregistered user”(meaning that you have accessed Spesía‘s online platforms) or a “registered user”(meaning that you have created an account with Spesía). Use includes, among other things, obtaining information and utilising the services offered from time to time. All use is limited to actions that may be considered reasonable and lawful.

1.4. These Terms cover investment services within the meaning of the Act on Markets in Financial Instruments No. 115/2021 and related regulations

2. About Spesía

2.1. Spesía holds an operating license from the Financial Supervisory Authority as an operator of alternative investment funds for the general public, along with additional operating autorizations for asset management and investment advice under Act No. 45/2020.

2.2. Spesía is subject to the supervision of the Financial Supervisory Authority of the Central Bank of Iceland in accordance with the foregoing and the Act No. 87/1998 on Official Supervision of Financial Activities. Further information can be found on the supervisor ‘s website (https://sedlabanki.is/fjarmalaeftirlit/).

2.3. Spesía reserves the right to entrust the management of certain service components to its parent, subsidiary or affiliated companies, or to external service providers, in accordance with its license and applicable laws and regulations.

2.4.  General information about Spesía:

Spesía eignastýring hf.

ID No.: 430924-0440

Grandagarður 16, 101 Reykjavík

Phone: 539 5399

Website: www.spesia.is

Email: spesia@spesia.is

LEI: 64881NX91B9XPNO34454

3. Spesía‘s Services

3.1. Spesía provides integrated investment advice and portfolio management services on an automated basis.

3.2. The automated investment advice is based on a suitability assessment that considers your answers to a questionnaire assessing your financial situation, knowledge and experience of investments, objectives and risk appetite, in accordance with the MiFID regulations. The MiFID regulations are comprehensive rules on financial markets, established by the European Union, with the aim of increasing transparency, strengthening investor protection and improving market efficiency.

3.3. Asset management entails Spesía allocating the funds you deposit into your account with Spesía on the basis of a mandate granted by you in a written agreement, and consists of investing, through an authorized custodian, in accordance with the investment policy you select when you open an account with Spesía. More detailed provisions on the service can be found in the investment services agreement, which is part of the process of opening an account with Spesía.

3.4. Your funds and financial instruments are held with an authorized custodian and shall be segregated from Spesía‘s assets in accordance with applicable law. Spesía does not accept deposits and does not hold customers ‘assets in its own account.

3.5. Spesía reserves the right to refuse to provide you services or limit them if you do not accept these Terms or if there is reasonable cause to believe that the intended use or transactions would violate laws, regulations, internal policies, or otherwise be inappropriate for you.

4. Conditions for Using the Services and Opening an Account

4.1. The conditions for being able to open an account with Spesía are as follows:

• You must be 18 years of age or older and be financially independent.
• You must have an Icelandic ID number (í. kennitala).
• You must have valid Icelandic electronic identification.
• You must have an Icelandic bank account in your own name.

In addition to the foregoing conditions, the customer must meet the conditions set out in Spesía‘s investment services agreement, including those relating to the suitability assessment and customer due diligence. Spesía reserves the right to refuse service or close an account if the above conditions are not met.

4.2. You can establish a business relationship with, and access to Spesía‘s services electronically on Spesía‘s website by selecting “Open account” and completing a process that ends with signing an agreement using electronic identification.

4.3. When opening an account, you must identify yourself using electronic identification and provide various necessary information.

5. Customer classification

5.1. Pursuant to Act No. 115/2021, customers are classified as retail investors, professional investors and eligible counterparties. Spesía's services are intended for retail investors, and Spesía's customers are generally treated as such in connection with the services. Spesía may, however, where applicable, reassess a customer's classification if the information available about the customer gives cause to do so, or if the customer requests in writing a different classification in accordance with applicable law.

5.2. Retail investors enjoy the most extensive protection under the law, including the maximum information obligation and suitability assessment. This includes, among other things, that Spesía provides clear information about Spesía, the services and their pricing, the investment options available and the risks associated with them. In addition, when providing investment advice and portfolio management, Spesía is obliged to assess whether the service or a particular financial instrument is suitable for a retail investor's objectives, experience, knowledge and financial situation.

6. Customer Due Diligence

6.1. In accordance with the provisions of the Act on Measures against Money Laundering and Terrorist Financing No. 140/2018, Spesía carries out customer due diligence on its customers as part of the process of opening an account with Spesía.

6.2. If you do not provide the necessary information, you are not permitted to establish a business relationship. Spesía reserves the right to deny you access to the services, or to terminate or substantially restrict the services, if the provision of documents is deemed incompatible with Spesía's terms, laws or rules.

7. Investment Risk

7.1. The value of investments may rise or fall, and a customer may lose part or all the funds invested. Past performance is not a guarantee of future returns. An overview of the nature and risk factors of Spesía‘s funds is available on Spesía‘s website. More detailed provisions on investment risk and customer liability can be found in Spesía‘s investment services agreement.

8. Fees and Charges

8.1. Spesía charges a fee for its services in accordance with the price list published on Spesía's website. Fees and charges are addressed in more detail in Spesía's investment services agreement.

9. Taxes

9.1. Information on customers' holdings in Spesía's funds appears automatically on their tax returns. Spesía withholds and remits capital gains tax on sales profits in accordance with law, but you are yourself responsible for the payment of all taxes, charges or other levies that may fall on the profits of your investments. Tax matters are addressed in more detail in Spesía's investment services agreement.

10. Conflicts of Interest

10.1. Spesía strives to provide you with services in a professional, impartial and transparent manner. To ensure that your interests are always given priority, Spesía has established a policy and procedures for identifying, preventing and managing potential conflicts of interests, see further on Spesía‘s website, www.spesia.is. Conflicts of interest are addressed in more detail in Spesía‘s investment services agreement.

11. Security Measures

11.1. Your right to access and use Spesía‘s services is limited to you as an individual. You may not transfer this right to another person or legal entity. You may only access and use the service for lawful purposes. Security measures are addressed in more detail in Spesía‘s investment service agreement.

11.2. Spesía does not guarantee uninterrupted access to its services. Although every effort will be made to ensure continuous availability, access may be interrupted for various reasons, including technical issues, hardware failures, software errors, or system updates.

11.3. You agree not to use any automated software, scripts, or other automated means to access, copy, or monitor any part of Spesía’s platforms or services without Spesía’s written consent.

11.4. You further agree not to use any programs, software, or methods to access or search for data on Spesía’s platforms except through Spesía’s official mobile applications, standard web browsers (e.g., Chrome, Safari, Edge), or standard search engines (e.g., Google)

11.5. You agree not to send Spesía any files or data that could be classified as computer viruses, worms, Trojan horses, or contain any harmful features, or that could in any way interfere with the normal operations of the service for you or other users. You also agree not to attempt to extract, decompile, or reverse engineer the underlying source code, algorithms, or processing methods of Spesía‘s services.

12. Intellectual Property Rights

12.1. By using Spesía’s services, you are granted a limited, non-transferable licence to use Spesía’s platforms solely for the purpose of utilising the Service in accordance with its purpose and these Terms.

12.2. All content on Spesía’s platforms, including design (e.g., text, graphics, images, trademarks), photographs, questionnaires, algorithms, software, editorial content, announcements, and other materials, is owned by Spesía or used under license and is protected under copyright and trademark laws in Iceland and elsewhere.

12.3. Any reproduction, distribution, publication, modification, republication, or electronic copying of any content from Spesía‘s platforms, in whole or in part, is strictly prohibited without the Company’s prior written consent.

12.4. You may not attempt to copy, modify, translate, reverse engineer, or otherwise access the code, algorithms, or processing methods of Spesía.

13. Liability and Force Majeure

13.1. Spesía will take reasonable measures to fulfil its obligations, ensure reliability to the best of its ability, and inform you if services are disrupted.

13.2. Spesía, and Spesía's directors, executives and employees, are not liable for any loss, cost or expense you incur as a result of transactions or agreements entered into on the basis of these Terms and/or Spesía's investment services agreement, unless the loss is a direct and foreseeable consequence of a breach of contract, gross negligence, intent or fraud on the part of Spesía, or of anything else that cannot be exempted from liability under applicable law. To the extent permitted under applicable law, Spesía's liability shall under no circumstances extend to indirect or consequential loss, such as loss of profits, loss of business opportunities or loss of third parties, whether arising from negligence, breach of contract, misleading information or other causes.

13.3. Spesía shall not be liable for any loss resulting from lack of knowledge, misunderstanding or misuse, or for losses arising from improper actions by you or others, whether authorised or unauthorised.

13.4. Spesía is not liable for loss due to technical faults with third parties, failures in settlement systems, or market conditions that change while instructions are being processed. Spesía cannot always foresee technical issues that may cause data loss or service interruption but will make every effort to prevent such occurrences.

13.5. Spesía is not liable for losses resulting from external events such as natural disasters, wars, strikes, or other circumstances deemed to constitute force majeure.

14. Data Protection and Confidentiality

14.1. Spesía handles and processes personal data in accordance with Spesía’s privacy policy and Act No. 90/2018 on Data Protection and the Processing of Personal Data.

14.2. Spesía is permitted, in accordance with Spesía‘s privacy policy, to compile statistical summaries and other derived non-personally identifiable summaries without specific consent from you and to use them for commercial purposes or to share them with third parties, provided they are never in personally identifiable form.

14.3. Spesía ensures data protection, appropriate security, and data storage in accordance with applicable data protection laws and recognized standards. Spesía‘s privacy policy contains further information on which personal data are processed, for what purpose, on what basis, and so on. The privacy policy can be found on Spesía's website, www.spesia.is, and is considered part of these Terms. By using Spesía's services and accepting these Terms, you also consent to Spesía's privacy policy.

14.4. With reference to Article 19 (b) of the Act on Financial Undertakings No. 161/2002, Spesía and its employees are bound by confidentiality regarding your business and private affairs, unless there is an obligation to provide information in accordance with the provisions of the same Act on the confidentiality of employees of financial undertakings.

14.5. You agree that Spesía may use digital questionnaires and other automated processing of information in connection with identification, suitability assessment, advice, decision-making, customer due diligence, portfolio composition, follow-up, anti-money-laundering measures, registration and other services.

15. Communication and Information Retention

15.1. You agree that Spesía may provide information, reports, notices, policies and other information electronically on durable medium, including through secure access on an online platform or in an app, by email or by downloading documents, unless applicable law requires a different method of delivery. More detailed provisions on the communication and retention of information can be found in Spesía's investment services agreement.

15.2. By providing your email address, Spesía reserves the right to send you, in accordance with Spesía's privacy policy, notices and other information in accordance with these Terms or when necessary for the purposes of the services.

15.3. From time to time, Spesía may send you necessary electronic notifications regarding your registration, account access, or use of the Service (e.g., when account details are changed), as well as optional notifications regarding your use of the Services. You may change or unsubscribe from optional notifications any time.

15.4. Spesía strives to ensure timely and secure delivery but does not guarantee that notifications will always arrive or contain the latest information. Spesía bears no liability for damages in respect of notifications that are delayed or not received, provided the error was not made intentionally.

16. Information to the Customer

16.1. You can at any time access an overview of all your deposits and withdrawals, both those that are completed and those still being processed, on Spesía's online platform or app by logging in to your account

16.2. The transaction statement that forms part of Spesía's services also contains information showing the costs and fees that Spesía charges for its services. You must notify Spesía in writing without delay if you have any comments.

16.3. Spesía reserves the right to correct obvious errors in deposits, withdrawals or costs.

17. Termination of Services

17.1. You may terminate your use of Spesía’s services at any time by withdrawing all assets from your Spesía account and closing your access to Spesía’s services, either by requesting to close the account via Spesía’s platforms, or by submitting a written request to Spesía.

17.2. Spesía reserves the right to terminate your access to the service at any time on reasonable notice, or without prior notice if required by law or rules or if you breach these Terms. In such an event, Spesía reserves the right to sell your entire portfolio with Spesía and transfer the proceeds to an account you specify.

18. Complaints

18.1. Spesía has established rules on the handling of complaints, which are available on Spesía‘s website, www.spesia.is.

18.2. If you have comments or are dissatisfied with Spesía’s services, case handling, or how a matter has been managed, you may submit a complaint by email to compliants@spesia.is. Spesía‘s compliance officer monitors complaints and ensures that they are handled in accordance with Laws and Rules No. 353/2022 on the handling of complaints.

18.3. If you are dissatisfied with Spesía‘s decision, you can turn to the Appeals Committee on Transactions with Financial Undertakings (www.nefndir.is).

19. Assignments of Rights

19.1. You may not assign your rights or obligations under these Terms, or under agreements made based on them, except with Spesía's written consent. See further in Spesía's investment services agreement.

19.2. Spesía reserves the right to outsource or entrust to its parent, subsidiary or affiliated company, or to external service providers, the management of tasks relating to the provision of the services, including information technology, identification processes, cloud services, administration, trade execution, customer communications and data processing. Outsourcing in accordance with the foregoing does not release Spesía from liability towards the customer and shall be in accordance with its operating license and applicable law.

20. Users Remedies and Dispute Resolution

20.1. These Terms are issued in both Icelandic and English, and are subject to Icelandic law. In the event of any discrepancy between the Icelandic and English versions, the Icelandic version should prevail. Any disputes arising under these Terms shall be submitted to the District Court of Reykjavík. However, if you are resident or domiciled in another state, Spesía shall also be permitted to bring proceedings in the court of that state.

21. Policy Term

21.1. These Terms take effect with respect to you when you first use Spesía’s services.

21.2. Amendments to these Terms, that are not minor, will be communicated with reasonable notice. If a change is not in your favor, a 30-day notice period will apply before it takes effect, and attention is drawn to the right to terminate the services before the changes take effect, unless the changes are required under applicable law. Beneficial or neutral changes take effect immediately.