Terms & Conditions
1. Scope
1.1. These General Terms and Conditions ("T&Cs") govern the legal relationship between defy-capital GmbH (hereinafter "Defy-Capital") and private capital providers who provide capital under a loan agreement (hereinafter "Investor").
1.2. The T&Cs apply to all agreements, services, and information provided by Defy-Capital in connection with the implementation of the described trading strategy.
1.3. Deviating terms proposed by the Investor are only recognized where expressly confirmed in writing.
2. Legal Status
2.1. Defy-Capital is not a financial institution within the meaning of the Swiss Financial Institutions Act (FinIA) and not a collective investment scheme within the meaning of the Swiss Collective Investment Schemes Act (CISA).
2.2. Defy-Capital is not supervised by the Swiss Financial Market Supervisory Authority (FINMA).
2.3. All activities take place exclusively under private, individually concluded loan agreements and are not directed at the public.
2.4. No public advertising, capital raising, or management of third-party assets in the regulated sense takes place.
3. Subject Matter of the Agreement
3.1. The Investor provides Defy-Capital with capital under a loan.
3.2. Defy-Capital uses the capital exclusively to implement a quantitatively driven short-trading strategy on low-market-capitalization US equities (nano- and micro-caps).
3.3. In return, the Investor receives a share of the net profit generated with the loan capital (profit participation), the amount of which is defined in the respective loan agreement. This is exclusively a profit-participating loan ("partiarisches Darlehen") — no fixed, performance-independent interest is owed.
3.4. There is no entitlement to a specific trading strategy, a specific return, or a specific term, unless otherwise agreed.
4. No Investment Advice / No Recommendation
4.1. All information provided by Defy-Capital serves solely to describe its working method and strategy.
4.2. This information does not constitute financial, investment, legal, or tax advice.
4.3. Defy-Capital does not give any recommendation to invest capital or to buy or sell financial instruments.
4.4. The Investor decides independently whether to grant a loan and bears responsibility for their own financial risk capacity.
5. Risk Notice
5.1. Trading in equities — in particular short-trading of illiquid small- and micro-cap stocks — carries substantial risk.
5.2. There is a risk of total loss of the capital invested.
5.3. Short-trading theoretically carries unlimited loss risk, which in extreme cases can lead to liabilities beyond the capital invested.
5.4. In particular market situations, positions may not be closed at the planned prices.
5.5. Defy-Capital employs a quantitative risk and volatility management system; nevertheless, risks cannot be eliminated, only reduced.
5.6. The Investor confirms that they are fully aware of the risks and act voluntarily.
6. Compensation
6.1. The Investor's compensation consists exclusively of a share in the net profit generated with the loan capital deployed (profit participation). No fixed interest or other payments independent of trading performance are owed.
6.2. The amount of the participation rate and its calculation basis are set out in the individual loan agreement.
6.3. An entitlement to profit participation exists only where profit is actually generated and realized within the respective contract term.
6.4. If no profit is generated within a contract term, or if a loss results, no entitlement to compensation arises. Any loss incurred is borne exclusively from the Investor's invested capital and is not offset by Defy-Capital.
7. Reporting and Transparency
7.1. The Investor receives periodic reports on the development of the trading capital and its performance.
7.2. Defy-Capital is not obligated to disclose live data or individual details of each trade.
8. Disclaimer of Liability
8.1. Defy-Capital is liable only for damages caused intentionally or through gross negligence.
8.2. Any liability for indirect damages, consequential damages, or lost profit is excluded.
8.3. Defy-Capital provides no guarantee for:
— future performance
— achievement of specific return targets
— availability or functionality of brokers, trading platforms, or data providers
9. Provision and Repayment of Capital
9.1. The terms of capital provision (amount, duration, termination, repayment method) are governed by the individual loan agreement.
9.2. Early repayment can only occur by mutual agreement.
9.3. Repayments generally occur on defined dates, provided the trading capital is available in liquid form.
10. Confidentiality
10.1. Both parties undertake to treat all non-public information confidentially.
10.2. Defy-Capital's business and model specifics may not be disclosed or passed on to third parties.
11. Data Protection
11.1. Defy-Capital processes personal data exclusively to carry out the contractual relationship.
11.2. No data is passed on to third parties unless necessary for contract performance or legally required. Details are governed by the Privacy Policy.
12. Final Provisions
12.1. Amendments or additions to these T&Cs require written form.
12.2. Should any provision of this agreement be or become invalid, the remainder of the agreement remains valid; the parties undertake to replace the invalid provision with an equivalent arrangement.
12.3. The exclusive place of jurisdiction is — to the extent legally permissible — the registered seat of Defy-Capital.
12.4. Swiss law applies exclusively.