Terms & Conditions

Affiliate: any company related to the Company by a relationship of direct or indirect corporate control, including any entity that controls, is controlled by or is under common control with the Company. "Control" means the ownership of more than fifty percent of the shares.

Business Day: any day that is not a Saturday, a Sunday or a day on which commercial banks in the relevant jurisdiction are required or authorized by law to remain closed.

Platform: the website and the mobile application, together with the technical, functional and organizational structure managed by the Company that allows Users to access them.

User: any person who accesses or uses the Platform. Account: the personal account a User creates to access certain features of the Platform.

These T&C constitute a binding agreement between the User and the Company regarding the use of the Platform. Users who create an Account expressly accept these T&C during the registration process. Users who browse the website without creating an Account agree to use it in accordance with these T&C.

Any relationship between the Company and the Users arising from or linked to the use of the Platform is governed by these T&C and by the applicable laws and regulations, subject to Section 2.4.

Certain services related to the Platform may be provided by Affiliates of the Company. In such cases, the User will be informed in advance of the identity of the Affiliate, the services it will provide and any applicable fees, and those services will be governed by a separate agreement between the User and the Affiliate. Each entity is responsible for the services it provides. Nothing in this Section limits the Company's responsibility for its own services or any right of the User under applicable law.

Investment advisory services are provided by the Company only under a written investment advisory agreement entered into with each client. In the event of any conflict between these T&C and the investment advisory agreement, the investment advisory agreement shall prevail.

The Company provides investment advisory services to its clients, including discretionary and non-discretionary portfolio management and financial planning and consulting services, as described in its Form ADV Part 2A brochure. Investment advisory services are provided only under a written investment advisory agreement between the Company and the client.

Through the website, Users may access general information about the Company and its services. Through the mobile application, clients may view information about their accounts, which is supplied by the custodians.

Client assets are held in accounts in the client's name at independent qualified custodians, currently Interactive Brokers LLC and Pershing LLC, the latter through ACP Securities, LLC as introducing broker-dealer. The Company does not maintain physical custody of client funds or securities. Where the client authorizes it in writing, the Company's advisory fees are deducted directly from the client's custodial account, as described in Form ADV Part 2A. Opening and funding an account are carried out directly with the custodian, under the custodian's own terms and procedures. The account statements issued by the custodian are the official record of each account.

To access certain features of the Platform, you may be required to create an Account and choose a password. You are responsible for protecting your password and other Account information and agree not to disclose your password to any third party. If you learn of any unauthorized use of your password or Account, please notify us immediately. You agree that the information you provide during registration is true, accurate and current, and to keep it updated.

Use of the Platform may be subject to identity verification and to the know-your-customer and anti-money laundering procedures applicable to the Company and to the custodians, which may be carried out by the Company or by third-party providers. The Company may request additional information or documentation and may limit use of the Platform until the required information is complete. The Company may suspend or cancel a User's access to the Platform if (i) the User provides false information or information that cannot be verified, (ii) the User does not provide the requested information, or (iii) suspension or cancellation is required by applicable laws and regulations or is otherwise reasonably necessary to protect the User, other Users or the Company. Except where prohibited by applicable law, the Company will notify the User of the suspension or cancellation. Suspension or cancellation of access to the Platform does not affect the User's ownership of the assets held in their accounts with the custodian or any rights under an investment advisory agreement or applicable law. Submitting a registration request does not guarantee admission as a User.

Users access the Platform through their Account, using a verified email address and a personal password. The Account is personal and non-transferable, may not be sold or transferred to third parties, and each User may hold only one Account. Users are responsible for keeping their Account credentials confidential and for the activities carried out through their Account, and must notify the Company immediately of any unauthorized use. If the Company detects that an Account is being used by a person other than its owner, or that a User is operating more than one Account, it may act in accordance with Section 4.2.

The Company may restrict, suspend or terminate access to the Platform in accordance with Section 4.2.

The Company may update these T&C from time to time. Material changes will be notified to Users with an Account by email and through the Platform at least thirty (30) days before they take effect, unless a shorter period is required by applicable law or regulation. The updated T&C will indicate their effective date and the date of the last update.

Users who do not agree with the changes may stop using the Platform and close their Account at any time before the changes take effect, without any cost or penalty. Continued use of the Platform after the effective date constitutes acceptance of the updated T&C. For Users without an Account, the updated T&C apply from the effective date indicated in them.

Changes to the terms of an investment advisory relationship, including fees, are made only as provided in the investment advisory agreement and in applicable law.

The Platform provides general information and access to account information supplied by third parties, including custodians. The account statements issued by the custodian are the official record of each account.

The Company will make reasonable efforts to keep the Platform available and up to date, but it does not guarantee that the Platform will be uninterrupted or error-free. The Platform may be temporarily unavailable for maintenance or for reasons beyond the Company's reasonable control.

This Section 10 applies only to the operation of the website and the mobile application as technology tools. It does not apply to, and does not limit in any way, the Company's obligations or liability in connection with its investment advisory services, including its fiduciary duty, which are governed by the investment advisory agreement and by applicable law. Nothing in these T&C limits any right that a User or client may have under applicable law, including federal and state securities laws.

If any provision of these T&C becomes invalid or unenforceable, the validity of the remaining provisions will not be affected.

Communications between the Company and Users will be made by email or through the Platform.

For questions about the use of the Platform or these T&C, Users may contact the Company at compliance@wakeful.io. The Company will respond within a reasonable time.

These T&C are governed by the laws of the State of Florida, U.S.A., excluding its conflict-of-laws rules, and any dispute arising under them shall be submitted to the courts located in Miami-Dade County, Florida. The foregoing is without prejudice to any mandatory consumer protection rules of the User's country of residence and to the User's right, where those rules so provide, to bring claims before the courts of their domicile.

These T&C are governed by their English version. A courtesy Spanish translation is available; in the event of any discrepancy, the English version prevails.