This Service Agreement (“Agreement”) is entered into by Quiena Wealth Management Inc. (“Quiena”), Utoppia Inc. (“Utoppia”), and the undersigned (“Client”).
This Agreement is part of the collaboration between Quiena and Utoppia to integrate cash management solutions into the Utoppia app. Through this partnership, Utoppia serves as a referral platform, directing its users to the investment services provided by Quiena. This Agreement sets forth the terms and conditions under which the Client accesses Quiena's investment services via Utoppia's referral. By accepting this Agreement, the Client acknowledges and agrees that, although investments are made through the Utoppia app, it is Quiena who manages the investments in accordance with the terms set herein and in line with the pre-established agreement between Quiena and Utoppia.
This Agreement represents the complete understanding between the Parties regarding investment services and supersedes any prior related agreements. By signing this Agreement, the Client joins the existing relationship between Quiena and Utoppia, acknowledging their role in facilitating this investment service.
Once the Client's account is open and funded, the service provided by Quiena under this Agreement will consist of automatically investing the Client's funds in interest-bearing deposit accounts. These accounts will be with affiliated program banks and will have the security of Federal Deposit Insurance Corporation (FDIC) protection, up to the limits prescribed by law, as represented by DriveWealth. The return on these accounts will depend on the current market.
The Client hereby grants Quiena Wealth Management Inc. full and discretionary authority to manage the funds deposited in the Client's account. Quiena will make investments in low-risk assets, which may include, but are not limited to, short-term United States Treasury instruments, money market funds, and interest-bearing bank accounts. The availability of protections, if any, for these investments may vary and will depend on the terms and conditions of the institutions where they are held. The investment management will be carried out with the aim of maintaining an investment profile consistent with the strategy defined in this Agreement, focusing on capital preservation.
The Advisor states that they are registered as an investment advisor under the Advisers Act and that this registration is currently valid.
The Client, acting either personally or through their legal representative, affirms their full legal capacity under applicable laws to appoint Quiena as their investment advisor for managing their account. By signing this contract, the Client confirms that they are not violating any legal or contractual obligations. In the case of corporate accounts, the signatory affirms sufficient legal authority to represent the entity.
This Agreement definitively establishes the Client's investment profile, focusing on secure and stable returns through low-risk investments. Thus, completing an additional investor profile form is unnecessary, and there will be no changes to the investment profile unless this Agreement is amended.
The Client expressly authorizes Quiena to share their personal information only with Utoppia or with DriveWealth LLC, the Custodian designated in this Agreement, for managing and safeguarding the account assets. This authorization excludes sharing information with any other broker, national or international, or financial or stock market entity, except as stipulated in this contract.
The Client consents to Quiena conducting necessary inquiries from public or private sources to verify or supplement the Client's information, exclusively within the context of Customer Due Diligence (KYC) policies. The Client may request the transfer of collected documentation to another financial or stock market entity.
The Client's account, managed by Quiena, will include cash and securities, all under the Advisor's supervision and management as per this Agreement. Income such as dividends and interests will be accumulated in the same account.
Quiena reserves the right to request additional information or documentation from the Client regarding the account's management. These requests will be made through Utoppia's support team. The Client commits to responding and complying with these information requests within the established timeframes.
Quiena is not authorized to conduct margin operations in the clients' accounts. Such operations, which entail a higher level of risk and require approval and compliance with certain custodial requirements, will not be part of the investment strategies implemented by Quiena in managing the accounts of clients referred by Utoppia. Investment management will focus on strategies that align with the investment objectives defined in this agreement, expressly excluding the use of margin.
The Advisor will provide the Client with reports on the returns and performance of the account and its contained assets as soon as reasonably possible after the end of each quarter, within fifteen (15) calendar days after the end of each calendar month. The Client agrees that communications and account information will be in electronic format. Copies of executed transaction confirmations, commissions received, and an inventory of investments will be sent to the Client by the Custodian or, failing that, by the Advisor. The Advisor is not responsible for the accuracy of information provided by the Custodian or any other party other than the Advisor. The Client has 60 calendar days to review the information received, after which time, the report issued by the Advisor is presumed to be accepted.
The assets in the Account will be held in custody by DriveWealth LLC, registered with the Securities and Exchange Commission under number 8-69161 (the “Custodian”), and the Client acknowledges having accepted this entity as the custodian of the Account in accordance with the Advisor's instructions. The Advisor cannot act as the custodian of the assets in the account and will not be responsible to the Client for any act, conduct, or omission of the Custodian. The Advisor will have the authority and permission to give instructions to the Custodian and to request information about the account.
The Advisor does NOT have the authority to instruct the Custodian to deliver assets or make cash payments to the Advisor, other than in relation to the collection of fees due to the Advisor under this Agreement, which will be debited directly from the Account, in accordance with the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 206 (4) -2 under this or other laws applicable to the jurisdiction of the custodian.
In the context of this Agreement, the modalities of executing joint purchase or sale orders of assets for multiple clients do not apply.
All information, documentation, and advice provided by any party to another under this Agreement shall be treated as confidential and shall not be disclosed to third parties, except as required by law or upon request of the custodians in accordance with Section "3 - Client Representation - Documentation" of this Agreement. For the purposes of this Section 9, and subject to any applicable law, rule, or regulation, directors and employees of the Advisor and the Custodian shall not be considered third parties.
The Advisor shall not vote proxies on behalf of the Client, nor shall it communicate occasions when the Client has this capability. The Client is responsible for voting such proxies. The Custodian shall transmit any proxy material regarding securities in the account to the Client, not to the Advisor. The Custodian, not the Advisor, is responsible for the timely transmission of any proxy material to the Client.
The Advisor shall be responsible and shall compensate for damages caused to the Client only in cases of deviation from specific instructions provided by the Client and/or the investment profile established in this Agreement. The Advisor's responsibility is limited to situations of evidence of bad faith, gross negligence, or intentional non-compliance with obligations and duties outlined in this Agreement. The Advisor shall not be held liable for damages resulting from a Suspicious Activity Report about the Client's account activity to the relevant authorities.
Any assignment of this Agreement, as defined under the Investment Advisers Act, requires the explicit consent of the non-assigning party. The Advisor will notify the Client by email about any proposed assignment. If the Client does not object in writing within sixty (60) days of receiving the notification, it will be considered as consent to the assignment. This Agreement and any future amendments will be for the benefit of the successors and assignees of the involved parties.
The Client may terminate this Agreement at any time by withdrawing all funds from the account and requesting closure through Utoppia's enabled channels. Quiena may terminate this Agreement with at least thirty (30) days' prior notice. Upon termination, Quiena is not obligated to recommend actions regarding the Client's portfolio or to liquidate the account's assets. The Client is responsible for managing all instructions related to the account's assets after the termination date.
For all communications between the Client and Quiena, these will be carried out exclusively through the Utoppia support team, using the channels provided by Utoppia. The Client must make any changes to their contact information through the same Utoppia channels. No direct communication will be established between Quiena and the Client. Utoppia will act as an intermediary in all communications related to the service and notifications, both commercial and legal, ensuring the proper transmission and management of information.
Regarding fees for services provided by Quiena under this Agreement, the Client will not incur additional costs to Quiena. Services are included in Utoppia's Plus subscription, paid directly to Utoppia. Utoppia is responsible for monitoring and ensuring compliance with the applicable fees for this subscription. No separate or additional charges will be made by Quiena to the Client for the investment services described in this Agreement.
The Client acknowledges verifying Quiena's registration with the Securities and Exchange Commission under number 801-107422. The Client confirms receiving, before or at the time of signing this Agreement, Part 2 of the current ADV form or other brochure supplied in accordance with Advisers Act Section 204-3 (“Advisor’s Brochure”), and the confidentiality agreements of the Advisor (“Disclosure Documents”), as required by Regulation SP or similar federal or state law. The Client acknowledges carefully reviewing this Agreement and any applicable disclosure documents or other documents provided in connection with it and has had the opportunity to discuss these materials with the Advisor's representatives before executing this Agreement.
If any provision of this Agreement is found invalid or unenforceable by the competent authority under the law of any applicable jurisdiction, this Agreement will continue in full force and effect as if such provision were omitted unless such omission materially alters the rights or benefits of either party, in which case the provisions of this Agreement shall be considered indivisible.
Except as provided in Section "12 - Assignment" and Section "13 - Termination", the Advisor may amend this Agreement at any time, provided that the Client is notified in writing at least thirty (30) days in advance. The Advisor may assume the Client's consent to any amendment if no written objection is received from the Client before the end of the thirty (30) day period. If the Client notifies the Advisor of their objection to the amendment during this period, this Agreement will be terminated irrespective of the criteria established in Section 13 - Termination.
The Client agrees that any disputes and disagreements that may arise between the Client and the Advisor in connection with any transaction, the operation, or non-compliance of this Agreement between the Client and the Advisor, whether entered into before, during, or after the date of this document, shall be determined through mandatory and binding arbitration. The Client understands that this arbitration agreement shall not constitute a waiver of the right to seek judicial relief in a court where such waiver is void under federal securities laws. Any arbitration shall be conducted in the City of New York, State of New York, administered by the American Arbitration Association ("AAA") in accordance with the Federal Arbitration Act, and in accordance with this Agreement and AAA's commercial arbitration rules. The judgment on the award rendered by the arbitrators may be entered in and enforced by any competent court in accordance with its practices.
This Agreement constitutes the entire agreement between the parties regarding the management of the account and supersedes all prior agreements, representations, and proposals, whether written or oral.
This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with, and governed by, the laws of the State of New York, without giving effect to conflict of law principles. However, nothing in the Agreement shall be construed in any way as inconsistent with the Investment Advisers Act or any rule, regulation, or order of the Securities and Exchange Commission promulgated under it and applicable to the Advisor.
The provisions of Sections "9 - Confidentiality," "13 - Termination," "19 - Jurisdiction and arbitration," and "22 - Applicable Law" shall survive the termination of this Agreement.
The Client understands that the Authority granted to the Advisor does not guarantee any type or amount of returns and that investments are subject to market fluctuations. In this regard, the Client acknowledges that transactions to be executed, always within the risk profile assigned to the Client, may be subject to market risks, and consequently, may result in losses. Therefore, the Client acknowledges being fully aware of the risks that may be assumed and, as a result, accepts that the Advisor can only be held responsible when there is unequivocal evidence of willful misconduct or gross negligence in the exercise of its mandate, deviation from the risk profile previously assigned to the Client, or violation of orders that have been communicated promptly and conclusively. The Advisor shall not be liable for any damage suffered by the Client as a result of risks inherent to the market in which it operates. The Client is responsible for all losses attributable to defects in its own capacity, that of its agents, or third parties.
The access and use of investment services provided by Quiena will be carried out exclusively through the application and other channels provided by Utoppia. The Client will not have direct contact with Quiena nor use its platform. The conditions of availability and access to these services, including the management of credentials and responsibilities associated with usage, will be subject to and defined by the terms and conditions of Utoppia. Quiena will not be responsible for the operation or availability of the Utoppia application or channels used by the Client..
This Agreement may be accepted electronically through the channels provided by Utoppia, each of which shall be considered an original but all together shall constitute one and the same agreement. The parties acknowledge that electronic acceptance has the same legal effect as a handwritten signature, and it shall be sufficient for the acceptance of this agreement.