Risk Disclaimer
1. INTRODUCTION
This Disclaimer sets forth the binding terms, rules and principles that apply to the content provided by Xchange360 SA (“Xchange360”, “we”, “us” or “our”) through its websites, including www.xchange-360.ch, and any other public communication channels (collectively, the “Content”).
This Disclaimer governs any relationship between You and Xchange360, insofar as no separate contractual agreements apply between the parties. By accessing or using the Content, You acknowledge that You have read, understood and accepted this Disclaimer in its entirety.
Xchange360 provides its services exclusively on a business-to-business (B2B) basis to legal entities (corporations, partnerships and other organisational forms with legal personality or the capacity to be a party to contracts). The clients of Xchange360 include: (a) institutional clients within the meaning of Article 4(4) FinSA; (b) professional clients within the meaning of Article 4(3) FinSA; and (c) corporate clients that do not meet the thresholds set forth in Article 4(3) FinSA, including small and medium-sized enterprises (hereinafter “Non-Qualified Corporate Clients”). Non-Qualified Corporate Clients are classified as retail clients (Privatkunden) under Article 4(1) FinSA for the purposes of the applicable client protection regime. Xchange360 does not onboard, solicit or provide services to natural persons acting in a private capacity.
Should You have any questions regarding this Disclaimer, please contact us at info@xchange-360.ch.
2. CORPORATE IDENTITY AND REGULATORY STATUS
Xchange360 SA is a corporation (société anonyme) incorporated under the laws of Switzerland, registered in the Commercial Register of the Canton of Vaud under company number CHE-342.141.056, with its registered office at Chemin de la Joliette 3, 1006 Lausanne, Switzerland.
Xchange360 SA is a financial intermediary within the meaning of Article 2(3) of the Swiss Anti-Money Laundering Act (AMLA/GwG) and is a member of ARIF (Association Romande des Intermédiaires Financiers), a self-regulatory organisation (SRO) recognised by the Swiss Financial Market Supervisory Authority (FINMA) pursuant to Article 24 GwG, of which Xchange360 SA is a member pursuant to Article 14(1) GwG, under membership number 4572. ARIF supervises the compliance of Xchange360 SA with its obligations under the AMLA, including client identification (KYC), beneficial ownership verification, transaction monitoring and reporting of suspicious activities. ARIF is a Swiss self-regulatory body recognised by the Swiss Financial Market Supervisory Authority FINMA. Its function consists in ensuring that the financial intermediaries affiliated to it comply with their relevant obligations.
As a provider of services involving virtual assets, Xchange360 SA is further subject to the enhanced supervisory requirements set forth in ARIF Directive 15 (Conditions spéciales de surveillance des VASP, adopted 17 March 2025, ratified by FINMA on 8 April 2025), including heightened obligations regarding transparency, client protection, operational resilience and cross-border compliance.
2.3 Scope of Regulatory Status
Xchange360 SA is not a bank, a securities firm, a portfolio manager, a fund management company, or any other financial institution requiring a licence under the Swiss Financial Institutions Act (FinIA/FINIG). Xchange360 SA is not subject to direct prudential supervision by FINMA. Xchange360 SA is not a participant in any depositor protection scheme, including esisuisse. Client assets held by or through Xchange360 are not protected by deposit insurance or any investor compensation scheme.
Regulatory matters and complaints should be addressed to ARIF: www.arif.ch.
As the services of Xchange360 relate to virtual assets (payment tokens and utility tokens) that do not constitute financial instruments within the meaning of Article 3(a) FinSA, Xchange360 does not qualify as a financial service provider (Finanzdienstleister) within the meaning of Article 3(d) FinSA. Accordingly, the obligation to affiliate with an ombudsman’s office (Ombudsstelle) pursuant to Article 77 FinSA does not currently apply to Xchange360. This assessment is based on the prevailing interpretation of Swiss law, including FINMA’s 2018 ICO Guidelines and the Federal Council’s report of 14 December 2018 on crypto assets, pursuant to which payment tokens are not classified as financial instruments. ARIF membership as a self-regulatory organisation under AMLA constitutes a separate obligation and does not substitute for, nor satisfy, the ombudsman affiliation requirement under FinSA. To the extent that Xchange360 were to provide services relating to asset tokens or other virtual assets qualifying as financial instruments under Article 3(a) FinSA, or in the event that the planned revision of FinIA/FinSA (Federal Council consultation of 22 October 2025) extends the scope of FinSA to services involving payment tokens, Xchange360 shall promptly affiliate with a recognised ombudsman’s office in accordance with Article 77 FinSA. Regulatory matters and complaints relating to AML/CFT compliance should be addressed to ARIF: www.arif.ch.
The Content, including any information provided directly or through web links and external references therein, is provided for information purposes only at the time of publication and should not be regarded as comprehensive, complete or up to date.
Unless otherwise expressly stated in a separate written agreement, the Content does not constitute and shall not be construed as:
– an offer, invitation to submit an offer, or solicitation to purchase, sell, hold or deal in any assets, including digital assets or crypto assets;
– legal, tax, financial, investment or any other form of professional advice;
– a financial service within the meaning of Article 3(c) FinSA, an offer of securities within the meaning of Article 35 FinSA, or an investment recommendation;
– a statement establishing any contractual, pre-contractual or non-contractual relationship or obligation on the part of Xchange360, except as otherwise provided in a separate written agreement.
Xchange360 does not represent or warrant the accuracy, completeness, timeliness or suitability of the information contained in the Content. Xchange360 disclaims all express and implied warranties in relation to the Content, including, without limitation, any warranty of merchantability, fitness for a particular purpose, or non-infringement. You must form your own independent assessment and must not make any decision based solely on the information contained in the Content.
3.1 Application of FinSA Conduct Rules
As the core services of Xchange360 relate to virtual assets (payment tokens and utility tokens) that do not constitute financial instruments within the meaning of Article 3(a) FinSA, such services do not qualify as financial services under Article 3(c) FinSA. Accordingly, the rules of conduct set forth in Chapter 2 of FinSA (Articles 7–19) do not, as a matter of law, currently apply to the provision of such services, regardless of the client’s classification.
Notwithstanding the foregoing, Xchange360 voluntarily applies standards of conduct towards its clients that are consistent with the principles underlying FinSA and the requirements of ARIF, including appropriate client information, transparency regarding costs and conflicts of interest, and fair dealing. These voluntary standards do not create any rights, obligations or causes of action beyond those arising under applicable law and the contractual arrangements between Xchange360 and its clients.
To the extent that Xchange360 provides services relating to asset tokens or other virtual assets that qualify as financial instruments under Article 3(a) FinSA (including ledger-based securities (Registerwertrechte) within the meaning of Article 973d CO, as introduced by the DLT Act), the FinSA rules of conduct apply on a differentiated basis as follows:
(a) Institutional Clients (Article 4(4) FinSA). In accordance with Article 20(1) FinSA, the rules of conduct set forth in Articles 7–19 FinSA do not apply to the provision of services to institutional clients.
(b) Professional Clients (Article 4(3) FinSA). In accordance with Article 20(2) FinSA, professional clients may declare in writing that they waive the protections afforded by the information duties (Articles 8–9), the documentation duties (Article 15) and the accountability duties (Article 16) of FinSA. The duties of loyalty (Article 9(2)) and best execution (Article 18) remain applicable in all cases.
(c) Non-Qualified Corporate Clients (retail clients under Article 4(1) FinSA). In the provision of services relating to financial instruments to Non-Qualified Corporate Clients, Xchange360 applies the full scope of the FinSA conduct rules, including: (i) the information duties (Articles 8–9 FinSA); (ii) the suitability and appropriateness assessment (Articles 10–12 FinSA); (iii) the documentation and accountability duties (Articles 15–16 FinSA); and (iv) the duties of loyalty and best execution (Articles 9(2) and 18 FinSA). Non-Qualified Corporate Clients may not waive these protections.
Xchange360 monitors ongoing legislative developments, including the Federal Council’s proposed revision of FinIA/FinSA (consultation of 22 October 2025), which envisages extending FinSA conduct rules to services involving payment tokens (“Trading Tokens”). Xchange360 shall adapt its compliance framework accordingly upon entry into force of any such legislation.
Certain information contained in the Content may refer to the products and services that Xchange360 offers or may offer to its clients. To the extent that such information is directed at drawing attention to specific financial instruments or services, it may constitute advertising within the meaning of Article 68 FinSA. Where applicable, such advertising is clearly identified as such in accordance with Article 68(1) FinSA.
Such advertising content does not take into account the financial circumstances, objectives, risk profile or specific needs of any individual or entity, whether or not a client of Xchange360. The Content is not intended to provide, or be the basis of, any advice, recommendation, binding offer or invitation to submit an offer by or on behalf of Xchange360.
As the core services of Xchange360 relate to virtual assets (payment tokens and utility tokens) that do not constitute securities or other financial instruments within the meaning of the FinSA, the obligations to prepare a prospectus (Article 35 FinSA) and a key information document (KID, Article 58 FinSA) do not currently apply to such services. To the extent that Xchange360 provides services relating to asset tokens or other virtual assets qualifying as financial instruments, the following rules apply on a differentiated basis: (a) offers directed exclusively to institutional and professional clients remain exempt from the prospectus requirement pursuant to Article 36(1)(a) FinSA and from the KID requirement pursuant to Article 58(1) FinSA; (b) offers directed to Non-Qualified Corporate Clients (retail clients) are subject to the prospectus and KID requirements, unless an exemption under Articles 36, 37 or 59 FinSA is available (e.g., offers addressed to fewer than 500 investors, offers with a minimum denomination of CHF 100,000, or offers not exceeding CHF 8,000,000 over a twelve-month period). Xchange360 will clearly identify the client category to which each offer or communication is directed.
5. RISK DISCLOSURE FOR DIGITAL ASSETS
Digital assets, including cryptocurrencies, tokens and any other crypto assets, are highly volatile and speculative in nature. Dealing in digital assets involves substantial risks, including the risk of total loss of the amounts invested or held. You should carefully consider whether dealing in digital assets is appropriate for You in light of Your financial situation, risk tolerance and business objectives.
Without limiting the generality of the foregoing, dealing in digital assets involves the following material risks:
(a) Market and Volatility Risk. Digital assets are subject to extreme price fluctuations that may occur within very short time periods. Prices may decline sharply and without warning. Historical performance is not indicative of future results. There is no guarantee that any digital asset will maintain its value. You may lose the entirety of Your investment.
(b) Liquidity Risk. Certain digital assets may have limited liquidity. It may not be possible to liquidate a position in a timely manner at a reasonable price, particularly for less established digital assets or during periods of market stress.
(c) Technology and Operational Risk. The technology underlying digital assets, including distributed ledger technology (DLT/blockchain), smart contracts and cryptographic protocols, is subject to vulnerabilities, coding errors, cyberattacks, network failures, consensus mechanism failures, hard forks and other disruptions. Loss of private keys results in irreversible and permanent loss of access to the corresponding digital assets.
(d) Smart Contract Risk. Smart contracts are self-executing code deployed on a blockchain. They may contain bugs, vulnerabilities or design flaws that cannot be corrected after deployment. Smart contract audits provide no guarantee of security. Exploits, including flash loan attacks, re-entrancy attacks and oracle manipulation, may result in total loss of assets held in or through smart contracts.
(e) Custodial and Counterparty Risk. Where digital assets are held by or through third-party custodians, there is a risk of loss due to insolvency, fraud, operational failure or security breaches of such custodians. Digital assets may not be segregated from the custodian’s own assets in certain jurisdictions, and recovery upon insolvency may be uncertain. Under Swiss law, Article 242a of the Debt Enforcement and Bankruptcy Act (SchKG) provides for the segregation of crypto-based assets held in individual custody or clearly allocated collective custody, subject to specific conditions; however, such protection is not guaranteed in all circumstances.
(f) DeFi Protocol Risk. Decentralised finance (DeFi) protocols involve risks specific to their architecture, including impermanent loss in liquidity pools, oracle failures or manipulation, governance attacks, rug pulls, protocol exploits and changes in yield or reward rates. DeFi protocols are generally not subject to regulatory oversight and do not offer recourse mechanisms comparable to those available in traditional finance.
(g) Regulatory and Legal Risk. The legal and regulatory framework applicable to digital assets is evolving and varies across jurisdictions. Changes in legislation, regulation, governmental policy or interpretation thereof may adversely affect the value, transferability or legality of certain digital assets, or restrict the services that may be provided. The legal qualification of digital assets may change.
(h) Absence of Legal Tender Status and Deposit Protection. Digital assets are not legal tender, are not backed by any central bank or government, and are not covered by any deposit protection or investor compensation scheme, including esisuisse in Switzerland.
(i) Stablecoin and Issuer Risk. Stablecoins and other digital assets linked to the value of fiat currencies or other reference assets may lose their peg and deviate significantly from their intended value. The reserves backing such assets may be insufficient, improperly managed or not independently audited.
(j) Staking Risk. Staking of digital assets involves locking assets in a protocol for a defined or indefinite period, during which they may not be accessible for trading or transfer. Staking is subject to slashing penalties (partial or total loss of staked assets due to validator misbehaviour or downtime), protocol-level risks, changes in reward rates, and unbonding periods. Staked assets remain exposed to market risk during the staking period.
(k) Fork and Airdrop Risk. Hard forks may split a blockchain and create new, separate digital assets. Forks may affect the value, accessibility and fungibility of existing digital assets. Airdrops may create tax obligations and operational complications.
(l) Private Key Management Risk. The security of digital assets depends fundamentally on the secure management of private keys. Loss, theft or compromise of private keys results in irreversible and permanent loss of access to the corresponding digital assets. No third party, including Xchange360, can recover lost private keys.
(m) Concentration Risk. Crypto-asset markets are characterised by high concentration, with a limited number of assets accounting for a substantial portion of total market capitalisation. Concentrated positions may amplify losses and reduce diversification benefits.
(n) Cross-Border and Tax Risk. Cross-border transactions involving digital assets may be subject to complex tax treatment and reporting obligations in multiple jurisdictions. The tax classification and treatment of digital assets may differ between jurisdictions and may change without notice.
The above list is not exhaustive. You are strongly advised to obtain independent professional financial, legal and tax advice before engaging in any transactions involving digital assets.
6. DISCLOSURE OF CONFLICTS OF INTEREST
In line with best industry practices, ARIF regulations and its internal policies, Xchange360 has implemented organisational measures to identify, prevent and manage conflicts of interest. Where conflicts of interest cannot be entirely avoided, Xchange360 discloses them to its clients transparently.
In particular, You should be aware of the following potential conflicts of interest:
– Xchange360 and its affiliates may hold, trade or otherwise deal in the digital assets discussed or referenced in the Content, including for proprietary purposes.
– Xchange360 may simultaneously act as a liquidity provider, execution venue operator, staking service provider and/or settlement agent, which may create conflicts between its own commercial interests and those of its clients.
– Xchange360 may receive compensation, rebates or other economic benefits from third parties in connection with the products and services referenced in the Content.
– The information in the Content may be influenced by the commercial interests of Xchange360, its business partners or its clients.
– Xchange360 may have financial interests in the companies, protocols or digital assets mentioned in the Content.
– Xchange360 may act as principal (trading for its own account) in transactions where it also provides execution or settlement services to clients, which may give rise to conflicts regarding pricing, priority and allocation.
Any information about digital assets is provided on an information-only basis and shall not be interpreted as a recommendation to purchase, sell, hold or otherwise deal in such assets. Additional details on Xchange360’s conflict of interest policy are available upon request.
7. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, Xchange360, its governing bodies (organes), directors, officers and employees shall not be liable for any damages, including direct, indirect, incidental, consequential, special or punitive damages, or any losses (including loss of profit, revenue, data, use or goodwill) arising out of or in connection with:
– any inaccuracies, errors or omissions in the Content;
– any decisions made or actions taken by You or any third party based on the Content;
– any interruption, delay or failure in the availability of the Content;
– the purchase, sale, holding, staking, transfer or other dealing in digital assets.
7.2 Mandatory Statutory Exceptions
The limitations of liability set forth herein do not apply to liability arising from unlawful intent or gross negligence on the part of Xchange360, its governing bodies or employees (Article 100(1) CO/OR). Xchange360 excludes liability for simple negligence of its auxiliary persons (Hilfspersonen) to the extent permitted by Article 101 CO/OR. This exclusion does not affect mandatory liability under Articles 100 and 101 CO/OR.
Xchange360 does not verify or endorse any third-party content referenced in or linked from the Content. Xchange360 disclaims all liability for inaccuracies, errors or omissions in such third-party content and for the availability, security or accuracy of external web links and references. Access to and reliance on third-party content is at Your own risk.
8. RESTRICTED ACCESS
The Content is not intended for access, use or distribution in or to any jurisdiction or country where such access, use or distribution would be contrary to applicable law or regulation, or in which Xchange360 does not hold the required registration, approval, authorisation or licence. Persons who access the Content are responsible for compliance with all applicable local laws and regulations.
Xchange360 does not offer any products or services to “U.S. Persons” as defined under Rule 902(k) of Regulation S promulgated under the U.S. Securities Act of 1933, as amended, or as defined under Section 7701(a)(30) of the U.S. Internal Revenue Code and the Foreign Account Tax Compliance Act (FATCA) and its implementing regulations.
Xchange360 is not registered with, and is not subject to the oversight of, any U.S. federal or state regulatory authority, including the U.S. Securities and Exchange Commission (SEC) under the Securities Act of 1933 or the Securities Exchange Act of 1934, the Commodity Futures Trading Commission (CFTC) under the Commodity Exchange Act, the Financial Crimes Enforcement Network (FinCEN) under the Bank Secrecy Act, or any state money transmitter licensing authority.
None of the Content is directed at U.S. Persons and nothing in the Content constitutes a solicitation or offer to any U.S. Person. Xchange360 reserves the right to refuse or terminate any business relationship where the counterparty is or becomes a U.S. Person.
8.3 European Union and European Economic Area
Xchange360 SA is incorporated and operates under the laws of Switzerland. Switzerland is not a member of the European Union or the European Economic Area. Xchange360 SA does not hold any licence or authorisation under the regulatory framework of the European Union or the European Economic Area, and is not authorised as a crypto-asset service provider, investment firm, or any other regulated entity under EU or EEA legislation.
Xchange360 does not solicit, market or promote its services to persons or entities domiciled in the EU/EEA. Clients domiciled in the EU/EEA are solely responsible for ensuring that their use of the services of Xchange360 complies with all applicable regulatory requirements in their jurisdiction of domicile.
9. SANCTIONS AND ANTI-MONEY LAUNDERING COMPLIANCE
Xchange360 complies with all applicable sanctions laws and regulations, including the Swiss Federal Act on the Implementation of International Sanctions (EmbG), European Union restrictive measures, and the sanctions programmes administered by the U.S. Office of Foreign Assets Control (OFAC), to the extent applicable.
Xchange360 does not provide services to, or engage in transactions with, persons, entities or jurisdictions that are subject to economic sanctions under the lists maintained by the Swiss State Secretariat for Economic Affairs (SECO), the EU Consolidated Sanctions List, the OFAC Specially Designated Nationals and Blocked Persons (SDN) List, or the United Nations Security Council Sanctions Committees.
Xchange360 complies with its obligations under the Swiss Anti-Money Laundering Act (AMLA/GwG), the Anti-Money Laundering Ordinance (AMLO-FINMA), and the regulations of ARIF. This includes client identification and verification of beneficial ownership (KYC), ongoing transaction monitoring, and the obligation to report suspicious activities to the Money Laundering Reporting Office Switzerland (MROS).
10. NO GUARANTEE OF RETURNS
Past performance is not indicative of future results. Any forward-looking statements, projections, yield estimates or indicative return rates contained in the Content are speculative in nature and are not guaranteed. Xchange360 makes no representations or warranties regarding the future performance, profitability or return of any digital asset, product or service. You may lose the entirety of Your investment. Investment decisions should be based on independent research, analysis and professional advice.
11. DATA PROTECTION
In the course of its activities, Xchange360 may process personal data of natural persons acting as contact persons, authorised representatives, signatories or beneficial owners of its corporate clients. Such processing is carried out in accordance with the Swiss Federal Act on Data Protection (nFADP/nDSG, in force since 1 September 2023) and, where applicable to clients domiciled in the EU/EEA, the EU General Data Protection Regulation (GDPR, Regulation (EU) 2016/679).
In accordance with Article 19 nDSG, Xchange360 informs data subjects of: (a) the identity and contact details of the controller (Xchange360 SA, Chemin de la Joliette 3, 1006 Lausanne, Switzerland); (b) the purposes of processing; (c) the categories of recipients of personal data; (d) the countries to which personal data may be transferred and the applicable safeguards; and (e) the rights of data subjects, including the right of access, rectification and deletion.
Switzerland has been recognised by the European Commission as providing an adequate level of data protection (Commission Decision 2000/518/EC, confirmed in the European Commission’s periodic review report of 15 January 2024). Transfers of personal data from the EU/EEA to Switzerland are therefore permissible without additional safeguards under Article 45 GDPR.
Full details are set out in the Privacy Policy of Xchange360, available on its website or upon request.
12. INTELLECTUAL PROPERTY
All intellectual property rights in and to the Content, including copyrights, trademarks, trade names, logos, designs and any other proprietary rights, are owned by or licensed to Xchange360. No part of the Content may be reproduced, distributed, modified, transmitted or otherwise used without the prior written consent of Xchange360.
13. CONTENT AMENDMENTS AND UPDATES
Xchange360 reserves the right to modify, update, supplement or replace the Content at any time without prior notice. Unless required by applicable law, there is no obligation to notify recipients of changes or to update outdated or obsolete information. The date of last update is indicated at the top of this Disclaimer.
Xchange360 monitors ongoing legislative developments affecting digital assets in Switzerland, including potential amendments to the Swiss Financial Institutions Act (FinIA/FINIG), and will update this Disclaimer as necessary to ensure continued compliance.
14. GOVERNING LAW AND JURISDICTION
This Disclaimer and any non-contractual obligations arising out of or in connection with this Disclaimer shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Any dispute arising out of or in connection with this Disclaimer, including disputes as to its validity, interpretation or termination, shall be subject to the exclusive jurisdiction of the ordinary courts of the Canton of Vaud, sitting in Lausanne, Switzerland (les tribunaux ordinaires du canton de Vaud, siégeant à Lausanne).
15. SEVERABILITY
If any provision of this Disclaimer is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The invalid, illegal or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the original intent of the parties.
16. LANGUAGE
This Disclaimer has been prepared in English. In the event of any inconsistency between the English version and any translation thereof, the English version shall prevail.
17. CONTACT INFORMATION
For any questions regarding this Disclaimer, the regulatory status of Xchange360 or any other matter, please contact us at:
Xchange360 SA
Responsible person: Piotr Scerbina, Director
Chemin de la Joliette 3
1006 Lausanne, Switzerland
UID: CHE-342.141.056
ARIF: 4572
Email: info@xchange-360.ch