TERMS AND CONDITIONS FOR CRYPTO-ASSET SERVICES

Due diligence (KYC-KYB): activity consisting of:

• verify the identity of the Client, any Executor and any Beneficial Owner on the basis of documents, data or information obtained from a reliable and independent source;
• acquire information on the purpose and intended nature of the ongoing relationship and, when identified according to a risk-based approach, of the occasional transaction;
• exercise constant control during the ongoing relationship.

Senior manager: a director or the general manager or other employee delegated by the management body or general manager to follow relations with high-risk customers; the senior manager has adequate knowledge of the level of money laundering risk to which the recipient is exposed and has a sufficient level of autonomy to take decisions capable of affecting this level of risk.

Risk-based approach: indicates an approach whereby competent authorities and companies identify, assess and understand the Money Laundering Risks to which companies are exposed and take countermeasures commensurate with those risks.

Single Computer Archive so-called AUI: an archive, formed and managed by means of computer systems, in which all the information acquired in the fulfilment of due diligence obligations is stored in a centralized manner, according to the principles provided for in the Anti-Money Laundering Decree and in the implementing measures issued by the Regulators.

Institutional activity: the activity for which the recipients have obtained registration or authorization from a Public Authority.

Shell Bank: a bank (or financial intermediary performing functions similar to a bank) that does not have a significant structure in the country in which it was established and authorised to carry on its activity and does not belong to a financial group subject to effective supervision on a consolidated basis.

Beneficiary of the insurance benefit:

1. the natural person or entity other than a natural person who, on the basis of the designation made by the policyholder or the insured, is entitled to receive the insurance benefit paid by the insurance undertaking;
2. any natural person or entity other than a natural person to whom the payment is made at the behest of the designated payee.

Customer/Customer: the person who establishes ongoing relationships or carries out transactions with exchanges (crypto-asset service providers), financial intermediaries and other entities carrying out financial activities as well as with other recipients of the obligations referred to in the Anti-Money Laundering Decree, normally also identified with other terms, such as users, investors, policyholders, policyholders, buyers, entrusted parties, etc.

Compliance Risk: specific compliance required by a given legislation, in order not to incur judicial or administrative sanctions, significant financial losses or reputational damage as a result of violations of mandatory rules (laws, regulations) or self-regulation (e.g. code of conduct, code of conduct).

Freezing of funds: the prohibition, by virtue of EU regulations and national legislation, of the movement, transfer, modification, use or management of funds and cryptocurrencies or tokens in general or access to them, so as to change their volume, amount, location, ownership, possession, nature, destination or any other change that allows the use of the funds, including portfolio management.

Freezing of economic resources: the prohibition, by virtue of EU regulations and national legislation, of the transfer, disposition or, in order to obtain funds, goods or services in any way, the use of economic resources, including, but not limited to, the sale, lease, lease or establishment of real security rights.

Correspondent current accounts and similar relationships: accounts held by banks for the settlement of interbank services and other relationships, however denominated, maintained between credit institutions and financial institutions, used for the settlement of transactions on behalf of the Customers of correspondent institutions.

Transit accounts: cross-border correspondent banking relationships, maintained between banking and financial intermediaries and exchanges (crypto-asset service providers), used to carry out transactions in their own name and on behalf of customers.

Line controls (so-called “first level controls”): the set of controls aimed at ensuring the correct performance of operations. They are carried out by the Operating Structures themselves (e.g. hierarchical, systematic and sample checks), also through units dedicated exclusively to control or supervision tasks that report to the heads of the Operating Structures, or carried out as part of the back office; as far as possible, they shall be incorporated into computer procedures.

Risk and compliance controls (so-called “second-level controls”): the set of controls that have the objective of ensuring, inter alia:

• the correct implementation of the risk management process;
• compliance with the operational limits assigned to the various functions;
• the compliance of company operations with regulations, including self-regulatory ones.

The functions responsible for these controls are distinct from the operational ones; they contribute to the definition of risk governance policies and the risk management process.

Counterparty: natural and legal persons who establish a business relationship with the Exchange (even if they are not recipients of the obligations set out in the Anti-Money Laundering Decree).

Cover Payment: the transfer of funds used when there is no direct relationship between the payment service provider (PSP) of the payer and the Beneficiary and it is therefore necessary to resort to a chain of correspondence relationships between PSPs. Three or more PSPs are involved in a hedging payment.

Cryptocurrency: A cryptocurrency is a virtual currency that, according to the Bank of Italy’s definition, constitutes a digital representation of value and is used as a medium of exchange or held for investment purposes. Cryptocurrencies can be transferred, stored, or traded electronically. Some typical examples are Bitcoin, LiteCoin, Ripple, Ethereum, Cardano, Tron etc.

Identification data of the Customer, its Beneficial Owner and the Executor: the name and surname, place and date of birth, registered residence and, where different, domicile, and, where assigned, the Customer’s tax code, and where assigned, also its Beneficial Owner and the Executor. In the case of subjects other than a natural person, the name, registered office, registration number in the register of companies or in the register of legal persons where applicable. In both cases, at the time of payment of the benefit, also the registered residence and, where different, the domicile, the tax code of the Beneficiary and, where the assignment is envisaged, also of the relevant Beneficial Owner and the Executor

Identification data of the Beneficiary, its Beneficial Owner and the Executor: the name and surname, place and date of birth. In the case of subjects other than a natural person, the name, registered office, registration number in the register of companies or in the register of legal persons where applicable. In both cases, at the time of payment of the benefit, also the registered residence and, where different, the domicile, the tax code of the Beneficiary and, where the assignment is envisaged, also of the relevant Beneficial Owner and the Executor.

Cash: banknotes and coins, in euro or foreign currencies, which are legal tender. (TESORA SpA does not accept cash payments – actual money)

DeFi: an acronym for Decentralized Finance, it implies a protocol for the exchange of digital systems, managed independently by regulators, without intermediaries, using blockchain platforms, keeping transactions anonymous, while tracking their history without tracing it back to a beneficial owner.

Employee: all employees of TESORA SpA, whether they belong to organisational units and/or territorial structures and/or central structures.

Executor: the person delegated to operate in the name and on behalf of the Client or who is in any case granted powers of representation that allow him to operate in the name and on behalf of the Client.

Risk factors: these are the variables that are capable, individually or in combination, of increasing or reducing the risk of money laundering deriving from individual ongoing relationships or occasional transactions.

Financial Advisor: independent financial advisors qualified to offer off-site offers who can offer advice to their customers on the services offered by TESORA SpA. They carry out independent consultancy activities and provide advice on tokenization systems, traceability processes using Blockchain technology, digital certification processes for companies and production chains of raw materials and services, feasibility studies on digitization processes of company assets with integration into centralized platforms equipped with blockchain technology. The Financial Advisor operates independently towards its clients, excluding any degree of employment with TESORA SpA.

Funds: financial assets and utilities of any kind, also owned through an intermediary natural or legal person, including but not limited to:

• cash, cheques, pecuniary claims, bills of exchange, payment orders and other payment instruments;
• deposits with financial institutions or other entities, account balances, credits and obligations of any kind;
• publicly and privately marketable securities as well as financial instruments;
• interest, dividends or other income and increases in value generated by the assets;
• the credit, the right of set-off, guarantees of any kind, sureties and other financial commitments;
• letters of credit, bills of lading and other securities representing goods;
• all other export financing instruments;
• insurance policies concerning the life classes referred to in the article;
• Crypto Currency (Bitcoin, Ethereum, etc.);
• Stable Coin (Tether, USC, etc.);
• Equity token;
• Utility Token;
• Stable Utility Token;
• NFT – Non-fungible Token;
• Security Token.

Anti-Money Laundering Function: the function, an integral part of the second-level internal control system, responsible for preventing and combating the phenomena as well as the implementation of money laundering and terrorist financing operations.

Corporate Control Functions: the Compliance Function, the Risk Management Function, the Anti-Money Laundering Function, the Internal Audit Function.

Compliance Function: the Function entrusted with the specific task of presiding, according to a risk-based approach, the management of the risk of non-compliance with regard to the company’s activities, verifying that the procedures are adequate to prevent such risk, consisting in the violation of non-regulatory rules (laws and regulations) and self-regulation (codes of conduct, codes of ethics) applicable to the Exchang (Crypto-asset Service Provider). This Function is an integral part of the internal control system.

Control Functions: the Corporate Control Functions, the Manager in Charge of Preparing Financial Statements, the Director in charge of Controls, the personnel responsible for managing customer identification.

Internal Audit Function: the Function entrusted with the task of overseeing, with a view to third-level controls, including on-site checks, the regular performance of operations and the evolution of risks and assessing the completeness, adequacy, functionality and reliability of the organisational structure and other components of the Internal Control System, bringing possible improvements to the attention of the corporate bodies, with particular reference to the Risk Appetite Framework (RAF), the risk management process and the tools for measuring and controlling them. On the basis of the results of its controls, it makes recommendations to the corporate bodies.

FATF: Financial Action Task Force, a body set up by the OECD and specialized in the prevention and fight against money laundering, terrorist financing and the proliferation of weapons of mass destruction.

Anomaly indicators: cases representative of operations or anomalous behaviour by customers, aimed at facilitating the assessment, by obliged parties, of any profiles of suspicion of money laundering or terrorist financing.

Means of payment: cash (not accepted in transactions by TESORA SpA), cryptocurrencies, qualified digital assets, bank and postal cheques, cashier’s cheques and other similar or comparable cheques, postal orders, credit or payment orders, credit cards and other payment cards, transferable insurance policies, pledge policies and any other tool available that allows you to transfer, move or acquire, even electronically, funds, values or financial assets.

Remote operation: operations carried out without the physical presence of the customer and the personnel appointed by TESORA SpA. When the customer is a subject other than a natural person, he is considered present when the executor is.

Transaction: the activity consisting in the movement, transfer or transmission of cryptocurrencies, tokens in general, means of payment or in the performance of contractual acts with a patrimonial content aimed at the execution of the purchase or sale of digital assets; the stipulation of a contractual deed, with a patrimonial content, falling within the exercise of the professional or commercial activity related to digital assets consistent with the activities carried out by TESORA SpA.

Linked transactions: transactions connected to each other for the pursuit of a single objective of a legal and patrimonial nature.

Fractional transaction: a unitary transaction in terms of economic value, of an amount equal to or greater than the limits established by the Anti-Money Laundering Decree, carried out through several transactions, individually lower than the aforementioned limits, carried out at different times and in a limited period of time set at seven days, without prejudice to the existence of the fractional transaction when there are elements to consider it as such.

Occasional transaction: a transaction that cannot be traced back to an ongoing relationship; an occasional transaction is also an intellectual or commercial service, including those with instant execution, rendered in favour of the Client.

Suspicious Transaction: the transaction which, due to its characteristics, entity, nature, as well as its connection with other transactions or by splitting it or by any other circumstance known due to the functions performed, also taking into account the economic capacity and the activity carried out by the person to whom it refers, on the basis of the elements acquired pursuant to the Anti-Money Laundering Decree, leads to the believe, suspect, or have reasonable grounds to suspect, that money laundering or terrorist financing operations are underway or have been carried out or attempted or that in any case, regardless of their extent, they derive from criminal activity.

Corporate bodies: all the bodies with strategic supervision (Board of Directors), management (Chairman of the Board of Directors, Chief Executive Officer or other body to which the management function is assigned) and control (Board of Statutory Auditors).

Body with control function: Body that verifies the regularity of the management activity and the adequacy of the Company’s organisational and accounting structures; the Board of Statutory Auditors, the Supervisory Board and the Management Control Committee are, in the various models, the Bodies with a control function (or Control Bodies).

Body with management function: Company body or members of it who are responsible for or delegated management tasks, i.e. the implementation of the guidelines resolved in the exercise of the strategic supervision function. The general manager represents the top of the internal structure and as such participates in the management function.

Strategic Supervisory Body: The body responsible for all guidance and/or supervision of the Company’s management (e.g., through the examination and approval of business or financial plans or strategic operations carried out by the Company).

Origin of funds: indicates the origin of the funds specifically used in an ongoing relationship or in an occasional transaction.

Origin of assets: indicates the origin of the Client’s total assets, including both movable and real estate assets. TESORA SpA, aware that it operates in a market where the main activity takes place while maintaining a criterion of anonymity, has integrated defined parameters into its control systems to activate additional controls in the presence of crypto exchanges or deposits that require additional information on origin. In TESORA SpA, those who activate their Virtual Account must in any case pass all the KYC-KYB and AML procedures in order to start operating.

EU countries: Countries belonging to the European Economic Area.

Third countries: Countries outside the European Economic Area.

High-risk third countries: non-EU countries whose legal systems have strategic deficiencies in their national regimes for the prevention of money laundering and terrorist financing.

Personnel: employees and those who in any case operate on the basis of relationships that determine their inclusion in the organisation of the obliged party, even in a form other than the employment relationship, including Financial Advisors qualified to provide independent advice.

Politically Exposed Persons (PEP): natural persons, i.e. “natural persons who occupy or have ceased to hold important public offices for less than one year, as well as their family members and those who are known to have close ties with the aforementioned persons, as listed below:

1. Natural persons who occupy or have occupied important public offices are those who hold or have held the office of:

1.1. President of the Republic, Prime Minister, Minister, Deputy Minister and Undersecretary, President of the Region, Regional Councillor, Mayor of a provincial capital or metropolitan city, Mayor of a municipality with a population of not less than 15,000 inhabitants as well as similar offices in foreign countries;
1.2. deputy, senator, European parliamentarian, regional councillor as well as similar offices in foreign countries;
1.3. member of the central governing bodies of political parties;
1.4. judge of the Constitutional Court, magistrate of the Court of Cassation or the Court of Auditors, State Councillor and other members of the Council of Administrative Justice for the Sicilian Region as well as similar offices in foreign countries;
1.5. member of the governing bodies of central banks and independent authorities;
1.6. ambassador, chargé d’affaires or equivalent positions in foreign states, senior officer in the armed forces or similar positions in foreign states;
1.7. member of the administrative, management or control bodies of companies controlled, even indirectly, by the Italian State or by a foreign State or owned, predominantly or wholly, by the Regions, provincial capitals and metropolitan cities and municipalities with a total population of not less than 15,000 inhabitants;
1.8. general manager of ASL and hospital, university hospital and other bodies of the national health service;
1.9. director, deputy director and member of the management body or person performing equivalent functions in international organisations.

2. family members of politically exposed persons are: parents, spouse or person related in a civil union or de facto cohabitation or institutions similar to the politically exposed person, children and their spouses as well as persons related to children in civil union or de facto cohabitation or similar institutions;

3. The following are subjects with whom politically exposed persons are known to have close ties:

3.1 natural persons who are related to the politically exposed person by virtue of joint beneficial ownership of legal entities (including trusts and similar legal arrangements) or who have close business relationships with the politically exposed person;
3.2 natural persons who only formally hold wholly control of an entity known to be constituted, in fact, in the interest and for the benefit of a politically exposed person.

Centralized platform: it is the platform that leads back to an owner who determines its rules and functions independently. We can define centralized platforms as Banks, Insurance Companies, etc. Not all exchanges operate with centralized systems. In the case of TESORA SpA, in order to comply with AML and KYC and KYB regulations, it has decided to operate centrally, wanting to identify every transaction performed within it.

Decentralized platform: also called DeFi, it aims to execute operations digitally without any intermediary. This kind of platform reflects another risk as it is impossible to trace the beneficial owner of the operation.

Anti-Money Laundering Policy or Policy: the document defined by the body with a management function and approved by the body with a strategic supervision function pursuant to the Provisions on organisation, procedures and internal controls aimed at preventing the use of intermediaries for money laundering and terrorist financing purposes.

PSP: Payment Service Provider.

Account Information Service Providers (AISPs): is a Payment Service Provider that provides account information services, i.e. online services that provide consolidated information regarding one or more payment accounts held by the payment service user with another Payment Service Provider or with several payment service providers.

Digital wallet service providers: any legal entity that provides third parties, on a professional basis, including online, with private cryptographic key safeguard services on behalf of its Customers, in order to hold, store and transfer virtual currencies.

Service providers related to the use of virtual currency (Crypto-activity service providers): any legal entity that provides third parties, on a professional basis, with services functional to the use, exchange, storage of virtual currency and their conversion from or into legal tender currencies. As required by the MiCArr. chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://eur-lex.europa.eu/legal-content/IT/TXT/PDF/?uri=CELEX:32023R1114

Continuous relationship: a relationship of duration, falling within the exercise of the activity of the institution carried out by the obliged parties, which does not end in a single transaction.

Distance relationships or transactions: means any transaction or relationship in which the client is not physically present, i.e. not in the same physical location as the firm or a person acting on behalf of said firm. This includes situations where the customer’s identity is verified via video link or similar technological means.

Risk appetite: the level of risk (overall and by type) that the Company intends to assume in the pursuit of its strategic objectives.

Money laundering risk: the risk deriving from the violation of legal, regulatory and self-regulatory provisions functional to the prevention of the use of the financial system for the purposes of money laundering, terrorist financing or financing of weapons of mass destruction development programmes, as well as the risk of involvement in episodes of money laundering and terrorist financing or financing of weapons development programmes of mass destruction. mass destruction.

Inherent risk: in the logic of “potential” risk, the probability for the Company to suffer direct or indirect damage of a sanctioning, criminal, financial or reputational nature without considering the organization and functioning of its organizational controls and the more general Internal Control System.

Residual risk: summary judgment that takes into account the assessment of the suitability of the organisational, procedural and control measures in place, with the consequent identification of the corrective initiatives to be taken for the purpose of mitigating it.

Economic resources: assets of any kind, tangible or intangible, and assets, movable or immovable, including accessories, appurtenances and fruits, which are not funds but which can be used to obtain funds, goods or services, owned, held or controlled, even partially, directly or indirectly, or through an intermediary natural or legal person, by designated persons, or by natural or legal persons acting on behalf of or under the direction of the latter.

Internal control system: the set of rules, functions, structures, resources, processes and procedures that aim to ensure, in compliance with sound and prudent management, the following purposes:

• verification of the implementation of company strategies and policies;
• containment of risk within the limits indicated in the Risk Appetite Framework (“RAF”);
• safeguarding the value of assets and protection against losses;
• effectiveness and efficiency of business processes;
  • reliability and security of company information and IT procedures;
• prevention of the risk that TESORA SpA is involved, even involuntarily, in illegal activities (with particular reference to those related to money laundering, usury and terrorist financing);
• compliance of operations with the law and supervisory regulations, as well as with internal policies, regulations and procedures.

Beneficial owner: the natural person or persons, other than the Client, in whose interest or in whose last instance the ongoing relationship is established, the professional service is rendered or the transaction is performed.

Tokens: tokens are compared to cryptocurrencies, while maintaining different functions and attributes depending on the case, which are not just part of the mere exchange activity, but can provide specific rights to the holders who hold them. In any case, they are managed digitally through a dedicated wallet.

Virtual currency: the digital representation of value, not issued by a central bank or public authority, not necessarily linked to a legal tender currency, used as a medium of exchange for the purchase of goods and services and transferred, stored and traded electronically.

Virtual Account: the virtual account held by a customer of TESORA SpA, capable of storing tokens and cryptocurrencies in order to allow the normal operation of exchange and transfer of the tokens owned. The exchange determines what type of tokens and crypto to manage within it.

Wallet: Wallet or digital account capable of holding tokens and digital crypto.