Terms and conditions

    This document contains the following sections:



    I. General terms and conditions

    1. Purpose and scope of application

    These general terms and conditions (“GTC”) govern the business relationship between the client (“Client”) and Taurus SA (“Taurus”), a Swiss securities firm authorised and supervised by the Swiss Financial Market Supervisory Authority (“FINMA”). These GTC together with the Account Opening Form, the terms and conditions applicable to any specific Service (as defined below) provided by Taurus (hereinafter the “Special Terms and Conditions”), and any document referred to by these documents, if any, and any document amending them and/or expressed to be supplemental thereto shall hereinafter collectively be referred to as the “Agreement” and shall collectively serve to regulate the business relationship between the Client and Taurus.

    Except as otherwise agreed, the Agreement applies to any and all accounts (hereinafter individually, the “Account” and collectively, the “Accounts”) opened by the Client at any time with Taurus.

    All new business relationships, including the opening of an Account and the provision of additional Services (as defined below), shall be decided on by Taurus at its sole discretion. Taurus shall only be bound by the Agreement once it has confirmed the new business relationship to the Client.

    2. Services of Taurus

    Taurus may offer various financial products and services to the Client (hereinafter the “Services”), the terms of which it will define in the relevant Special Terms and Conditions as it considers appropriate for any such Service. Taurus may, at its sole discretion, decide not to provide certain Services, or to allow only limited access, to certain Clients or Client groups.

    Taurus offers in particular an electronic platform (hereinafter the “Platform”) for the trading (hereinafter the “Transactions”) in all sorts of Digital Assets, securities and/or financial instruments (hereinafter the “Financial Instruments”).

    The capitalised term “Digital Assets” refers to values, rights or assets registered on a distributed ledger, a blockchain or another digital, distributed and encryption-based ledger or based on similar technology, including without limitation those qualifying as or representing securities, assets, currencies, units of accounts or other financial instruments. Digital Assets include payment tokens, utility tokens, asset/investment tokens and/or hybrid tokens as per FINMA definitions.

    3. Client legitimation

    Any person who has identified itself towards Taurus as the Client or its authorised representative by means of a signature to be compared against the specimens on file with Taurus and/or by means of an agreed electronic identification or authentication method, is deemed to be a legitimate user who has the right to issue binding orders and instructions to Taurus, and Taurus is authorised to execute any such orders and instructions.

    Taurus applies due care in verifying the identity of the Client or its authorised representative within the framework of the means of identification or authentication used, and takes customary measures to identify and prevent fraudulent activities.

    The Client shall store and protect its access and identification documents and data with due care to prevent any access or use by unauthorised parties. In particular, the Client shall keep private and confidential and shall store separately and appropriately safeguard all means of electronic access and identification (including devices, keys, passwords and codes) for use with Taurus. The Client shall follow any security recommendations of Taurus in connection with identification methods, services and products.

    Taurus shall not be held responsible for the consequences of any falsifications or identification errors that it has failed to recognise despite exercising due diligence.

    4. Authorized signatories and authorized traders

    The persons identified as « Authorized signatories » in the onboarding documents and/or process represent the Client (entity) vis-à-vis Taurus and are authorized to execute documents, agreements and instruments on behalf of the Client, to instruct Taurus and to receive any and all information related to the relationship. Each « Authorized signatory » is individually entitled to give instructions which are part of the day-to-day management of the relationship.

    « Authorized traders » power of representation is limited to instruct Taurus on buy and sell trading orders and obtain related information thereto. Each Authorized trader can place and instruct trading orders individually.

    5. Power of attorney

    Using Taurus’ standard form, the Client shall be entitled to vest a third person with an unrestricted power of attorney without the right of substitution, thus enabling said third person to represent him/her in transactions with Taurus.

    As a general principle, Taurus does not accept powers of attorney granted orally or without using the correct Taurus form.

    The powers notified to Taurus shall have exclusive validity until such time as Taurus receives an express revocation, and this notwithstanding any entries in the commercial register or other publications.

    6. Execution of instructions and orders

    Taurus may in its own and full discretion decide on the acceptance and execution of orders or instructions issued by the Client or its authorised representative and on the acceptance for the account of the Client of assets for deposit or trading, or of amounts to be credited to an account of the Client, and may, without giving any reason, refuse acceptance or execution, or reject, refuse or return, in full or in part, any assets or amounts received, in particular if it considers the relevant transactions or circumstances unusual or if it identifies or suspects any infringement of, or otherwise to ensure compliance with, legal and regulatory requirements, standards of self-regulation, contractual provisions, business or trade practices or internal rules and policies of Taurus.

    If the Client or its authorised representative issues one or several orders or instructions that, individually or in the aggregate, exceed the Client’s limits granted by Taurus or are contradictory to each other, Taurus is entitled, at its discretion and irrespective of the date or time the orders or instructions are issued or received, to decide if and to which extent individual orders or instructions are executed in full or in part.

    The prices and quotes communicated to the Client may fluctuate somewhat between the time an instruction is given and its execution. Taurus does not incur any responsibility for this.

    With regard to Digital Assets in particular, Taurus may, further to the above, in its discretion refuse the execution of orders or instructions, or reject, refuse or return, in full or in part, immediately or following a waiting period determined by Taurus in its discretion (e.g., 3 business days), any incoming or outgoing Digital Assets, or decline to provide to the Client a distributed ledger address for the deposit of such Digital Assets, in particular in the following cases:

    1. where the Client transfers or attempts to transfer the Digital Assets from or to a distributed ledger address not approved by Taurus;

    2. where Taurus identifies in its sole discretion any indications that the Digital Assets, the distributed ledger address from or to which the Client transfers or attempts to transfer the Digital Assets, or any distributed ledger address in the chain leading to such address, are associated with any illegal, illicit, suspicious or irrational behaviour, without limitation in light of any laws or regulations, standards of self-regulation, business or trade practices or internal rules and policies of Taurus;

    3. where the Digital Assets are of a type or category that Taurus does not accept (including pursuant to the custody regulations of Taurus; “Custody Regulations”) or the acceptance of which is limited pursuant to the internal rules and policies of Taurus.

    The Client shall notify Taurus in due time in advance of any distributed ledger addresses relevant for deposits or transactions. Any costs deriving from multiple transfer attempts shall be borne by the Client.

    The Client shall immediately inform Taurus if he/she is credited with amounts of which he/she is not the recipient. Taurus is authorized to reverse without notice any amount credited to an account as a result of an error, without the Client being able to claim that he/she has already disposed of it.

    In the event of a loss or damage due to defective execution, unjustifiably delayed execution or unjustified non-execution of transactions due to non-compliance by Taurus with its duties of care, Taurus shall be liable for loss of interest only. A delay in execution of transactions is justified, in particular, if caused by the conduct by Taurus or a service provider of forensic checks with respect to Digital Assets to be deposited or transferred.

    The Client shall notify and inform Taurus in due time in advance of any circumstances that may, in an individual case, lead to further loss or damage, and of the potential adverse consequences. If the Client fails to do so, or if such adverse consequences cannot be avoided by Taurus applying Due Care, such further loss or damage shall be borne by the Client.

    As a general rule and subject to express authorisation in special cases, in order to execute orders Taurus shall require that the Client’s account contains purchasing power equal to or greater than the cost price of the Digital Assets, securities or financial instruments prior to the trading date. The Client shall be responsible for ensuring the account contains sufficient funds. He/she shall bear liability for all his/her orders, including any which exceeds the funds available in the Client’s account. Where Taurus receives from the same Client multiple orders with a combined total exceeding the funds available or the approved credit line, Taurus shall be entitled to decide which orders to execute wholly or in part, regardless of the order in which they were received. If Taurus has executed an order despite a lack of sufficient funds in the Client’s account, the Client shall be obliged to provide sufficient cover in his/ her account without delay, e.g. by depositing or transferring additional funds into the account.

    7. Payments, deposits, withdrawals, transfers and acceptances of assets

    Taurus does not provide payment processing services. More specifically, Taurus only authorises deposits and withdrawals of currencies, Digital Assets, securities and/or financial instruments from/to bank accounts and/or distributed ledger addresses fully and exclusively controlled and owned by the Client and/or opened in the name of the Client.

    The Client agrees to keep confidential the distributed ledger addresses that were allocated to him/her for deposits by Taurus and to use them solely for deposits from distributed ledger addresses under his/her full and exclusive control.

    In accordance with the FINMA Guidance 02/2019 concerning the travel rule requirements (“Travel Rule”), Taurus has implemented a process to verify that the Client has the power of disposal over the external distributed ledger addresses used for transfers to and from his/her Taurus accounts (“Proof-of-Ownership Process”). The Client acknowledges and agrees that Taurus will only execute transfer requests to or from verified external distributed ledger addresses. Transfers by the Client to a third-party exchange, custodian or hosted wallet may also be subject to a proof-of-ownership process implemented by such a third-party provider. In such cases, the withdrawal process is not within Taurus’ full control and may take time.

    Restrictions may be implemented by Taurus, at its own discretion and at any time, regarding the frequency and / or amount of deposits, transfers and withdrawals of currencies, Digital Assets, securities and/or financial instruments. In particular, Taurus has defined and applies daily and monthly deposit and withdrawal limits (both maximum and minimum), both for cash and Digital Assets. Taurus will only process and approve deposit and withdrawal requests during Swiss business days and business hours. Depending on the withdrawal amounts, Taurus may apply a waiting/cooling period (up to 7 business days).

    Taurus may refuse at all times without giving a reason to accept the deposits of any types of assets or currencies.

    Some Digital Assets, securities and/or financial instruments custodied and traded with Taurus may be subject to transfer/withdrawal restrictions (e.g., “Vinkulierung”, lock-up, vesting) - in particular some tokenized securities, ledger-based securities or DLT securities issued by private companies/issuers. In such cases, Taurus may not process or refuse to process transfer/withdrawal requests, if Taurus has reasons to believe that the Client has not complied in full with the transfer and registration rules and requirements set by the issuer in its articles of associations, its shareholder/participation holder agreement, incentive plan, dedicated regulation(s) and/or equivalent document(s). The Client is solely responsible to comply with those transfer restrictions and Taurus declines all liabilities towards the issuer in case of breach by one of its Client.

    The Client acknowledges that he/she is solely responsible to perform his/her own due diligence to understand such transfer/withdrawal restrictions before buying such assets. The Client understands and accepts that, in some cases, transfers/withdrawals may be refused, frozen, forbidden, locked-up and/or restricted to pre-approved/whitelisted digital addresses and/or regulated financial intermediaries only. Alternatively, the Client also understands and accepts that Taurus may restrict, suspend, refuse and/or not authorize the withdrawals of some digital assets, in particular tokenized securities/ledger-based securities/DLT securities, as indicated on the “Funding” section of the Taurus platform. If the withdrawal and/or transfer of some tokenized securities/ledger-based securities/DLT securities are forbidden/not available, then the Client acknowledges and understands that he/she will need first to sell tokenized securities/ledger-based securities/DLT securities to convert them into cash (and/or crypto-currencies) before to withdraw the sales proceeds.

    The Client understands and acknowledges that the deposit and/or withdrawal of Digital Assets to a wrong or incorrect distributed ledger address will lead to a total and irremediable loss of funds. Hence the Client agrees and recognizes that it is his/her sole responsibility to check each time that the destination distributed ledger address used for a transaction is still correct and valid (e.g., his/her whitelisted addresses). Moreover, for large transactions (more than CHF 1,000.- or equivalent in one transaction or split in several sub-transactions), the Client understands and agrees that it is his/her sole responsibility to perform a test transfer with a small amount before using a new distributed ledger address. Before considering a test successful, the Client must wait a sufficient number of confirmed blocks (e.g., typically 6 blocks for Bitcoin). When making a deposit to Taurus, the Client must wait until funds are successfully confirmed and credited to his/her client account before considering a deposit as successful. TAURUS DECLINES ALL RESPONSIBILITIES TO THE FULLEST EXTENT IN CASE OF LOSS AND/OR DAMAGE DUE TO THE USE OF INCORRECT OR WRONG DISTRIBUTED LEDGER ADDRESSES BY THE CLIENT.

    8. Statements

    The Client using the Taurus electronic platform does not receive account and/or custody account statements, nor transaction confirmations. All statements and confirmations are only made available online via the Platform.

    9. The Client’s investment decisions

    The Client is informed that Taurus only provides financial services on an “execution-only” basis. Taurus does not provide advice, recommendations, nor discretionary portfolio management services.

    The Client is aware that, while he/she may be able to access investment-specific information, research reports, annual reports, financial statements and publications via the Taurus’ website (without being limited to computerised online services), the availability of such information and tools does not constitute a recommendation to buy or sell any of the securities, Digital Assets and/or financial instruments mentioned therein. Similarly, the fact that some securities, Digital Assets and/or financial instruments are available for trading does not constitue an offer nor a recommendation to buy or sell any of those instruments.

    The Client’s investment decisions shall be based solely on his/her own evaluation of an investment opportunity, taking into account his/her financial circumstances and investment objectives. In particular, in the case of crypto currency, private equity, private debt and/or alternative investments (incl. real estate), the Client is solely responsible to perform his/her own due diligences prior to investing. Such evaluation shall include among others a thorough review of corporate and investment documentation, such as articles of associations, shareholder/participation holder agreements, registration and transfer regulations, incentive plan (incl. applicable lock-up and vesting schemes), prospectus, investor presentation, etc.

    The Client shall bear sole responsibility for all orders issued to Taurus in respect of accounts for which he/she has authorisation. The data published or transmitted shall not represent an offer unless Taurus expressly indicates the contrary. The Client undertakes not to hold Taurus or any of its officers, directors, employees, agents, subsidiaries or affiliates liable for any trading losses or other losses caused by the Client, including in case of default, insolvency, bankruptcy, financial distress and/or fraud by issuers.

    10. Complaints and objections

    The Client shall lodge any complaints in respect of defective or delayed execution or non-execution of transactions, or in respect of any statements or other communications from Taurus immediately upon receipt by the Client, but no later than within 30 calendar days from the date of the relevant transaction confirmation, statement or communication. Account and custody account statements as well as statements regarding Digital Asset Custody Storage in the meaning of Custody Regulations (Special provisions for the custody storage of Digital Assets) are deemed approved if the Client does not submit an objection within 30 calendar days as of the date of the statement. Trade or transaction confirmations are deemed approved if the Client does not submit an objection within 7 calendar days as of the date of execution.

    The Client shall further give notice to Taurus without delay where any expected communication is not delivered in the appropriate time frame, or at all.

    Failure of the Client to give notice of a complaint in due time is deemed a breach of the Client’s obligations, including its statutory duty to minimise losses, and the Client shall bear any loss or damage resulting therefrom.

    11. Interest, charges, commissions, expenses and taxes

    Taurus does not credit interests on client accounts.

    Taurus is entitled to debit any charges (including negative interest charges), fees, commissions, expenses or taxes agreed between Taurus and the Client, applicable by law or customary in Swiss banking practice, to an account and/or transactions of the Client.

    Applicable fees, charges, commissions, billing cycles and terms are set out in the Taurus price schedule. Taurus reserves the right to adjust and amend the Taurus price schedule at any time, including due to changes in market conditions or costs. Changes will be communicated to the Client by appropriate means, including as set forth in the Article “Communication and associated risks”, and will take effect 30 calendar days from the date of notification by Taurus unless otherwise specified by Taurus.

    The Client hereby authorises Taurus to debit all fees, commissions, expenses, charges or other costs incurred in connection with additional services requested by him/her directly to his/her account and/or transactions.

    12. Tax responsibility

    The Client is aware and accepts that Taurus does not provide any tax, wealth planning or legal advice of any sort.

    The Client confirms that he/she is in full compliance with the tax authorities of the country or countries in which he/she assumes fiscal responsibility. Taurus shall not verify the fiscal integrity of the Client and accepts no responsibility in this regard.

    The Client is aware that it is his/her sole responsibility to (a) ensure that the fiscal implications of his/her activities with Taurus are controlled, and to (b) report in its tax statement all positions held and transactions executed with Taurus. The Client will, if need be, request advice from his/her own tax experts.

    13. Residence for tax purposes

    In addition to the information provided in the CRS declaration of tax residency form, the Client can find the current list of countries with which Switzerland has concluded an agreement on the State Secretariat for International Finance website.

    14. Lien and set-off

    Taurus has a right of lien, for all of its current or future claims against the Client accrued and existing in or in connection with the business relationship from time to time, on and with respect to all assets (including without limitation Digital Assets, deposits, securities and other personal property held by Taurus), claims and other rights Taurus holds for the account of the Client at any given point in time, whether held by Taurus in its own custody or with third parties, and on any credit balances or other claims of the Client against Taurus. Such right of lien shall exist irrespective of the type, denomination (including in any foreign currencies or Crypto Currencies) or maturity of Taurus’ claims against the Client.

    In an event of default on the part of the Client or in case of negative balance, Taurus shall be entitled to realise any and all of the assets, claims or other rights over which it has a lien either by forced or by private sale and including by way of acquisition by Taurus for its own account. Taurus may also, in its discretion, initiate proceedings for ordinary debt enforcement by way of seizure or bankruptcy proceedings, upholding the lien.

    Taurus has the right to set-off any claims the Client may have against Taurus against any claims accruing to Taurus from or in connection with its business relationship with the Client, irrespective of the identity of type or denomination (including in any foreign currencies or Crypto Currencies) and irrespective of the maturity of such claims. In particular, Taurus shall be entitled to set-off even where a claim to be set-off is not a claim for a particular amount in any currency or Crypto Currency, but for return of an object, asset (including without limitation Digital Assets, deposits, securities and other personal property held by Taurus) or security deposited with Taurus or a third party custodian, or is subject to objections.

    If amounts subject to set-off are denominated other than in Swiss Francs or the Client’s reference currency (including in any foreign currencies or Crypto Currencies), Taurus will convert such amounts in its discretion using a conversion rate selected and deemed reasonable by it with respect to the relevant date and time.

    Taurus’ rights of lien and set-off shall also apply to any claims of Taurus to be indemnified or held harmless, as well as to any loans and credit facilities of the Client, irrespective of whether or not otherwise secured or collateralised.

    The realisation of intermediated securities shall be governed by the provisions of the Swiss Federal Intermediated Securities Act. In this case, Taurus shall inform the Client in the customary manner, depending on the circumstances, that the collateral provided in the form of intermediated securities is to be realised. Taurus has a duty to provide a settlement statement and shall credit any surplus to the Client’s account. The Client authorizes Taurus to dispose in its own name and for its own account of the intermediated securities and other assets held by the Client or his/her representative credited to his/her account and in particular to constitute a security on them whenever Taurus deems such measure necessary to protect its interests. The Client hereby expressly authorises Taurus, in the event of a security interest being established in favour of a third party, to draw Taurus’ attention to any higher-ranking security interest accruing to the pledgor pursuant to Taurus and the Client.

    15. Joint accounts

    An account may be established as a joint account for two or several clients (“Joint Account”).

    Each of the named holders of a Joint Account (a “Joint Account Holder”) shall be entitled individually to operate the relevant Joint Account, to grant or revoke powers of attorney, to issue orders and instructions to Taurus and generally to dispose of any and all claims, assets (including Digital Assets) and other rights on such Joint Account individually with sole signature unless otherwise agreed. Taurus is entitled, but not obliged, to require joint instruction by all or several Joint Account Holders in its discretion.

    Powers of attorney granted by one Joint Account Holder are binding upon the other Joint Account Holder(s) and the authorised representatives of one Joint Account Holder are deemed authorised representatives for the other Joint Account Holder(s) unless otherwise agreed. In the absence of instructions to the contrary, Taurus is entitled to credit or deposit amounts or assets received for one of the Joint Account Holders to the Joint Account.

    Any communications to one of the Joint Account Holders are deemed to have been duly made to all of the Joint Account Holders.

    The Joint Account Holders shall be jointly and severally liable towards Taurus for any obligations arising from or in connection with the Joint Account or their business relationship with Taurus. Furthermore, Taurus shall be entitled to discharge any obligations arising from or in connection with the Joint Account by performance towards a single Joint Account Holder (joint and several debtors and creditors).

    In the event of death, declaration of presumed death, bankruptcy or legal incapacity of a Joint Account Holder, and unless Taurus receives instructions to the contrary, the remaining Joint Account Holder(s) and its/their authorised representative(s), if any, shall continue(s) to be authorised individually with sole signature as specified above in this Article or shall continue to be authorised as specified in the relevant power of attorney. However, upon being notified or otherwise becoming aware of any of the aforementioned occurrences, Taurus may, in its discretion, suspend or decline the execution of any order or instruction received from the other Joint Account Holder(s) or its/their authorised representative(s). Taurus may in such case further request to be furnished with the documentation required or considered useful by it to determine its duties towards any one or several Joint Account Holder(s).

    16. Dormant assets

    The Client undertakes to take all appropriate measures to prevent assets deposited with Taurus from becoming dormant (also known as unclaimed assets). The Client undertakes to maintain regular contact with Taurus and, in particular, to notify Taurus immediately of any change of domicile (including fiscal), address for correspondence, e-mail address, name, telephone number or any other details or element of his/her situation which may result in contact between Taurus and the Client being interrupted, and to take any steps necessary to allow contact to be re-established in that event. The Client must notify Taurus of any change by entering (if possible) the new details in his/her user profile, by letter, or by calling our Client Service department.

    The Client authorises Taurus to take all appropriate or necessary steps to locate him/her or his/her beneficiaries or his/her representatives once it notes that communications addressed to the Client are not reaching him/her or should there be no contact with the Client within a specific period, which Taurus will stipulate at its sole discretion. If such research proves unsuccessful and the assets are deemed to be dormant within the meaning of the provisions applicable, the Client recognises that Taurus is obliged to notify a central claims office of the existence of the account relationship.

    Taurus shall charge the expenses incurred for such research as well as the individual handling and monitoring of the dormant assets to the Client. The fees and taxes generally debited by Taurus apply for as long as the business relationship exists.

    Taurus shall protect the Client’s rights when assets become dormant. Taurus is authorised to take action that diverges from the current General Terms and Conditions if it is in the Client’s assumed interest.

    In the event of loss of contact and if the account has a zero or negative balance, Taurus is entitled to terminate the relationship.

    Further information on how clients can prevent their accounts from becoming dormant has been compiled and published in a flyer compiled by the Swiss Bankers Association.

    Damage resulting from the Client’s lack of legal capacity shall be exclusively borne by the Client. In any event, the Client shall bear any damage resulting from lack of legal capacity on the part of his/her authorized agents or of other third parties having access to the Client’s account and custody account.

    18. Communications and associated risks

    The Client chooses his/her communication channel with Taurus. The Client is made aware that only communication via his/her Taurus electronic account is secure. Thus the Client alone bears the risks (misrouting, interception, modification, deterioration or loss of the message, etc. and the resulting damage) linked to the use of other less secure channels, in particular emails.

    Client’s attention is drawn to the fact that the data exchanged between him/her and Taurus may be transmitted via open, public networks (such as the Internet) that are not subject to any controls or reviews. The data transferred may travel beyond Switzerland’s borders, even if both the Client and Taurus are located in Switzerland. In addition, even if the data transmitted is encrypted, it may not necessarily stay encrypted for the entire duration of the transmission, nor may it necessarily remain encrypted at Client’s end: it is possible that data may be intercepted.

    The Client undertakes to take all reasonable protective measures. Taurus thus assumes no liability in such cases.

    Taurus communicates with the Client through the channel it deems most appropriate. Taurus is entitled to use the contact details (Taurus electronic account, postal address, email address, telephone number, fax, web applications, etc.) regularly used with the Client or those communicated by the latter. For more general information, Taurus may also communicate from its website or electronic platform.

    The Client is made aware that Taurus is entitled to transmit data of a contractual nature by all the aforementioned channels (including price changes and duties of financial market regulation in connection with investor protection and transparency). For this reason, the Client undertakes to regularly consult these different communication channels.

    Any communication to the Client made by electronic mail is deemed to be notified as soon as it is available in his/her mailbox. Notifications made by post are considered to be notified the day after they are sent.

    The Client who does not receive a communication from Taurus when it can reasonably be expected must inform Taurus as soon as possible.

    19. Accounts

    Taurus may offer accounts denominated in Swiss Francs, foreign currencies (i.e. in currencies other than Swiss Francs; “Foreign Currency Account(s)”) or crypto currencies (“Crypto Currency Account(s)”).

    The capitalised term “Crypto Currencies” refers to those types of Digital Assets that (i) are used to a significant extent, either actually or according to the organizer’s or issuer’s intention, as means of payment for the acquisition of goods or services or that are used for the transmission of funds or securities, and (ii) do not qualify as nor represent securities or other financial instruments. Taurus may in its discretion from time to time determine for the purposes of its business relationship with the Client whether it considers a particular Digital Asset a Crypto Currency or not.

    Digital Assets (incl. Crypto Currencies) held for the Client are stored and custodied in accordance with the Custody Regulations, in particular Art. 16-17.

    The Client shall bear all economic and legal consequences (a) of any measures taken by authorities, regulatory or self-regulatory bodies in any relevant jurisdiction(s) (including without limitation those where relevant assets are held), or (b) resulting from the exercise of consensus or similar mechanisms in respect of Crypto Currencies, including without limitation any prohibitions or restrictions of payments or transfers, limitations to, suspension or exclusion of convertibility or changes to functionality, which may affect the Client’s balances and/or the corresponding assets held by Taurus, in each case with the exception of those economic or legal consequences that are attributable to any non-compliance by Taurus with its duties of care.

    Taurus’ obligations arising from Foreign Currency Accounts shall be discharged at the place of business of the office at which the accounts are held by establishing a credit balance for the Client at a Taurus branch, a correspondent bank or a bank named by the Client in the country of the currency concerned.

    Taurus may in its discretion restrict the amount and/or types of Crypto Currencies that the Client may transfer to, deposit, withdraw and hold on a Crypto Currency Account at any given point in time.

    20. Trading

    With respect to trading by the Client, Taurus will normally act as principal or riskless principal. Unless otherwise specifically agreed with the Client, Taurus does not act as agent or fiduciary in transactions.

    Taurus has no obligation to accept orders or to enter into transactions and may in its discretion provide quotes, accept or reject orders without giving any reason.

    Taurus may further specify its pricing, order handling and execution practices regarding trading in special terms and conditions.

    21. Crediting and debiting amounts in foreign currencies and crypto currencies

    Taurus is entitled to convert and credit or debit payments or transfers in foreign currencies or Crypto Currencies for which the Client does not have an account so denominated to the Client’s reference currency account unless the Client has instructed Taurus otherwise in due time in advance.

    If the Client holds a correspondingly denominated account in respect of a foreign currency or Crypto Currency, but with an insufficient credit balance, Taurus is entitled, at its sole discretion, to debit and convert balances on the Client’s reference currency account and/or any other Foreign Currency Account or Crypto Currency Account.

    When the Client carries out a transaction in foreign currency, Taurus may need to call on the services of a correspondent bank. The latter may withhold funds for a certain period of time, especially when carrying out investigations. As long as Taurus has not received the funds from the correspondent bank, Taurus is not obliged to credit the Client’s account with the corresponding amount.

    In the absence of any specific agreement between Taurus and the Client, the reference currency shall be Swiss Francs.

    22. Risks of Digital Assets

    Engaging in transactions and holding positions in Digital Assets entails various specific risks which may differ from those applicable to traditional financial instruments or national and supranational currencies and which may result in loss or damages. A non-exhaustive description of Digital Assets specific risks has been provided to the Client in a separate disclosure document “Risks involved in trading, custody and staking of digital assets”, which constitutes an integral part of these GTC. Taurus reserves the right to adjust and amend the disclosure document at any time.

    Taurus applies Due Care in taking measures to address the risks specific to Digital Assets within its sphere of influence. The Client shall bear any loss or damage resulting from the realisation of risks specific to Digital Assets outside the sphere of influence of Taurus or that cannot be attributed to any non-compliance by Taurus with its duties of care.

    23. Duty to notify and provide information

    The Client shall without delay notify and inform Taurus of any changes to its basic information on file with Taurus or any other relevant information, including in particular name, address, domicile, email address, telephone number, nationality, digital ledger address, tax identification and status, and other information relevant to the business relationship, specific services or transactions. Taurus is entitled to rely on the last postal address and email notified to Taurus by the Client.

    Upon request, the Client shall without delay provide Taurus with further information, including in particular on the background and purpose of the business relationship, on individual orders or instructions, on the origin and tax status of funds and compliance with laws and regulations as well as any further information required or considered useful by Taurus to comply with legal and regulatory requirements, standards of self-regulation, contractual provisions, business or trade practices or internal rules and policies of Taurus.

    The Client bears the responsibility to ensure that any information provided to Taurus is complete, accurate, up-to-date and non-misleading.

    If the Client identifies any irregularities relating to its business relationship with Taurus, in particular if it knows or suspects that any documents or data in connection with the business relationship, individual accounts or positions have become known to unauthorised third parties, it shall without delay notify Taurus and provide further details.

    The Client shall without delay notify and inform Taurus in the event of death, declaration of absence or presumed death, bankruptcy, legal incapacity or resignation of its authorised representatives or any other third parties acting on the Client’s behalf. If the Client fails to do so, or if the Client itself is legally incapacitated, any loss or damage arising from acts performed by the relevant authorised representatives or third parties or any loss or damage resulting from the legal incapacity of the Client shall be borne by the Client.

    Unless otherwise specified, the business relationship does not end due to the death, declaration of absence or presumed death, bankruptcy or legal incapacity of the Client.

    25. Outsourcing

    Taurus may from time to time outsource operations and services, in full or in part, to affiliates or third parties within Switzerland or outside of Switzerland in accordance with applicable Swiss regulations. This may involve the transfer of any data related to the relationship with the Client.

    In particular, this may concern middle and back office functions, IT, data centres and cloud service providers, research, compliance and risk control, accounting, internal audit, client onboarding and servicing functions, anti-money laundering due diligence and monitoring functions, know-your-transactions and forensic services, sanction screening and adverse news monitoring, in particular with respect to Digital Assets, payments, administration and trading, processing and safekeeping of securities and other financial instruments.

    26. Client confidentiality

    Taurus, its governing bodies, employees and agents are required by law to treat Client Data as confidential.

    The Client releases Taurus, its governing bodies, employees and agents from applicable duties of confidentiality, waives professional client confidentiality and accepts the disclosure of his/her personal data (i.e. his/her name and all requested information):

    1. for the purposes of outsourcing pursuant to GTC Art. “Outsourcing”, including with respect to disclosure of Client Data to third party service providers or affiliates in- or outside of Switzerland.

    2. to enable Taurus to exchange Client Data with affiliates, branches and representatives of Taurus in Switzerland or outside of Switzerland for business purposes, in particular to comprehensively and efficiently serve the Client, to provide services outside regular business hours and to be able to inform the Client about Taurus’ product and service offerings across jurisdictions. Taurus requires all data recipients to observe applicable confidentiality and data protection obligations.

    3. for or in relation to transactions and services that Taurus provides to the Client (e.g. registration and/or custody of assets such as shares, bonds and all types of securities, trades or other transactions in securities or Digital Assets, transfers or wiring, in all cases including over-the-counter transactions) requiring disclosure, in particular if they relate to or stand in connection with any foreign jurisdiction and where applicable laws or regulations, standards of self-regulation, contractual provisions, business or trade practices demand disclosure of information. Taurus is permitted to disclose Client Data and related information, including with respect to beneficial owners and counterparties, transaction background, rationale, distributed ledger addresses, transaction hashes and due diligence measures applied by Taurus, to third parties involved in the relevant transactions and services, including without limitation to trading venues or platforms, virtual asset service providers, issuers, brokers, OTC dealers, crypto-currency exchanges, custodians, banks or other financial service providers, technology or other service providers, central depositories, trade repositories or authorities and any of their representatives or agents. Taurus is not required to perform any such transactions and services if the Client withdraws or refuses to give its consent or cooperation.

    4. in general for Taurus to comply with domestic and foreign legal and regulatory obligations (e.g., to FINMA, MROS, auditors, law enforcement agencies) or to safeguard the legitimate interests of Taurus (e.g. to enforce a claim, realise collateral, defend itself in or with respect to legal proceedings or defend itself with respect to safeguard its reputation).

    Where not specified otherwise, and in particular in any cases mentioned above, the recipients of Client Data disclosed or exchanged may neither be bound by Swiss professional secrecy nor by Swiss data protection laws nor by equivalent standards and their use of the data may be outside of the sphere of influence of Taurus. All risks of loss and damage in connection with permitted data disclosure by Taurus shall be borne by the Client.

    27. Data protection

    The principles applied by Taurus in the processing of personal data, and the purposes for which personal data is processed by Taurus, are set out in Taurus’ privacy policy (“Privacy Policy”), which constitutes an integral part of these GTC. Taurus reserves the right to adjust and amend the Privacy Policy at any time. Changes will be communicated to the Client by appropriate means, including as set forth in GTC Art. “Communications and associated risks”.

    28. Distribution fees and other benefits

    Taurus may, in connection with its business relationship with the Client, receive or benefit from distribution fees, inducements or other monetary and/or non-monetary benefits such as sales commissions, trailer fees, issuance fees, listing/admission to trading fees, acquisition commissions, rebates or similar arrangements with third parties (including affiliates of Taurus).

    Depending on the consensus mechanism and other elements of the underlying distributed ledger of Crypto Currencies held by Taurus pursuant to GTC Art. “Accounts in foreign currencies and Crypto Currencies” in connection with Crypto Currency Accounts of clients, Taurus may receive rewards (e.g., staking rewards, mining rewards) or other benefits or passive income elements deriving from the size, nature or other aspects of its position in such Crypto Currencies.

    In addition, Taurus may grant monetary or non-monetary benefits to third parties (including affiliates of Taurus), in particular for the introduction of clients (the monetary and non-monetary benefits set out in this and the preceding paragraphs collectively referred to as “Benefits”).

    The actual amount of Benefits received by Taurus and the underlying calculation methods may vary depending on a number of factors, including with respect to the specific product or instrument and its provider. Taurus may inform the Client by appropriate means, including as set forth in GTC Art. “Communications and associated risks”, of the relevant range in percentages and the calculation method of the Benefits.

    To the extent that Benefits are subject to any statutory or other restitution obligation towards the Client, the Client expressly waives his/her claim for restitution and agrees that Taurus may choose to retain the Benefits, in full or in part, as additional remuneration, whether or not they are granted by or to affiliates of Taurus or by independent third parties.

    The Client acknowledges and accepts that the receipt and granting of Benefits may lead to potential conflicts of interests, including by potentially creating incentives for Taurus to reallocate investments with increased frequency, to select or recommend products or providers that carry or grant Benefits (e.g. collective investment schemes or structured products as opposed to equities or bonds or Digital Assets using a particular technology or protocol as opposed to others) or that result in an overall higher remuneration for Taurus. Taurus takes appropriate organisational and other measures in accordance with Due Care to prevent disadvantageous effects of potential conflicts of interests on the Client.

    29. Provision of cross-border services (local restrictions)

    The Client accepts and understands that the policy of Taurus is not to appeal to persons resident abroad to contract services from it. The Client confirms that he/she took the steps to open an account and to subscribe service(s) of his/her own initiative and that Taurus did not approach him/her in this regard; if this is not the case, the Client undertakes not to finalize the account opening process.

    The Client may request information on other services provided by Taurus to which he/she has not yet subscribed. Taurus shall decide at its sole discretion whether or not to communicate such information to the Client.

    The Client is aware that Taurus may not be able to provide him/her with all or some of its services and/or products based on his/her place of residence and/or status.

    Similarly, the Taurus’ website may not be accessible based on the Client’s place of residence. This applies in particular to Clients resident in a country where the distribution of information contained on the Taurus’ website contravenes the laws in effect in that country.

    The Client is obliged to inform Taurus of any change in place of residence or status which could affect the provision of services and/or products by Taurus.

    If the Client becomes aware that he/she is prohibited from maintaining his Taurus account or any subscribed services for some reason, he/she is obliged to inform Taurus immediately.

    If Taurus considers that maintaining the relationship contravenes or is likely to contravene local regulations, Taurus is entitled, at its sole discretion and at any time, to terminate the relationship and/or to terminate all or part of the products subscribed to end the violation. Taurus assumes no responsibility for any loss or damages caused to the Client due to the termination of its relationship and/or products by Taurus in order to comply with local regulations.

    Unless otherwise indicated by Taurus, the information published on the website or sent to the Client shall not be construed as constituting an offer.

    Taurus may acquire or alienate only those rights to intermediated securities that are recognized by the relevant foreign legal system. If clarification is required in this respect, the costs incurred shall be borne in accordance with the relevant special contractual provision. The Client is aware that use of the Internet abroad may infringe the law of the country concerned. The Client must inform himself/herself accordingly and shall assume sole liability for risks in connection with foreign legal systems. Taurus accepts no liability for infringement of foreign law when the Client is using its services, particularly in connection with foreign trading restrictions.

    Certain software components, such as coding algorithms, may be subject to import and export restrictions in certain countries. The Client must inform himself/herself accordingly and shall assume sole liability for risks in this connection. Taurus accepts no liability for the infringement of provisions governing the import, export and use of coding algorithms.

    31. Recording of communications

    Taurus is permitted to record telephone conversations, e-mails, chats and communications using electronic or other means without advance notice and to store them for quality assurance, compliance with legal and regulatory requirements, and for evidentiary purposes.

    In the event of disputes, Taurus reserves the right to make use of such recordings as means of evidence.

    32. Bank holidays

    As between the Client and Taurus, Saturdays, Sundays and public holidays of the Swiss Confederation and of the Canton and City of Geneva shall be treated as bank holidays. Depending on the jurisdictions involved in individual business transactions, further holidays may apply.

    33. Compliance with laws

    The Client declares to comply with applicable statutory law and any other applicable legal provisions and regulations (including tax, anti-money laundering and data protection legislation), including as applicable to any beneficial owner(s) of the relevant funds and assets. The Client shall further procure that its authorised representatives or any other third parties acting on its behalf act in a compliant manner as well.

    The Client declares that he/she is authorized to use the Services offered by Taurus in his/her country of domicile.

    The Client shall bear any loss or damage, and shall indemnify and hold harmless Taurus for any loss or damage incurred by it, as a result of or in connection with any non-compliance by the Client with its obligations set forth in this paragraph or otherwise in the GTC, or any obligations pursuant to applicable laws or regulations, including any non-compliance of beneficial owner(s) different from the Client or by its authorised representatives or any other third parties acting on its behalf.

    34. Combating of money laundering and terrorist financing

    Taurus shall be entitled to ask the Client to supply information regarding the circumstances or background of a certain transaction. Where necessary, the Client must supply such information immediately. As long as the Client fails to supply the information requested by Taurus, Taurus shall be entitled to decline to execute the instructions received from the Client, in particular those requiring the transfer of assets. If Taurus deems the information supplied to be unsatisfactory or incomplete, it may at its discretion immediately terminate the business relationship with the Client or have access to the assets blocked. Furthermore, pursuant to the provisions of Swiss Federal Act on Combating Money Laundering and Terrorist Financing (Anti-Money Laundering Act, AMLA) and its implementing ordinances, Taurus may notify the relevant authorities. This may lead to a freeze of the relationship and/or a block on the account.

    Provided Taurus has complied with the provisions and regulations set forth in Swiss legislation for the prevention of money laundering (e.g. the AMLA) and with those enacted by the Swiss Financial Market Supervisory Authority (“FINMA”), it shall not be liable for losses resulting from any failure to execute Client instructions or from their faulty or delayed execution.

    Taurus respects international sanctions set by Switzerland, United Nations (“UN”), United States of America (“OFAC”), European Union (“EU”) and others.

    The Client declares that neither he/she (as a natural person or a legal entity), nor to his/her knowledge, any of its subsidiaries, any of their legal representatives, directors, beneficial owners, officers and employees is:

    • a person under sanction;
    • a person:
    1. owned or controlled by a person under sanction;
    2. located, incorporated or resident in a territory under sanction;
    3. engaged in an activity with a person under sanction;
    4. who received funds or any other asset from a person under sanction;
    5. engaged in an activity with a person located, incorporated or resident in a territory under sanction.

    The Client undertakes to immediately inform Taurus of any fact of a nature to render of which he is aware and which would render any of his declarations relating to the above international sanctions inaccurate.

    Taurus may be required to investigate in connection with the completion of any transaction which it believes may constitute a breach of a rule subject to international sanctions. The Client is obliged to provide Taurus with the required information and supporting documents. Taurus is not liable in case of delay or non-execution of an instruction, rejection of a transaction or freezing of funds or accounts in connection with the international sanctions.

    35. Liability of Taurus

    Taurus’ obligation towards the Client consists in, and is limited to, due performance of its services and contractual duties, and, where applicable, the due selection and instruction of third party service providers (e.g. custodian), in accordance with the standard of due care customary in Swiss banking practice or, where not established, the standard of care of a reasonable business person (“Due Care”), unless specified otherwise in these GTC.

    In particular, Taurus assumes no liabilities regarding the quality of data published by Issuers or other third companies on their corporate websites or on Taurus’ Website.

    Any liability of Taurus for any loss or damage suffered in the absence of any breach by Taurus of its applicable duty of care is excluded. In the event of a loss or damage due to a breach by Taurus of its applicable duty of care, Taurus shall be liable only for direct losses caused with intent or gross negligence. Any liability of Taurus for indirect losses (including loss of profit or consequential losses) is excluded.

    Taurus is not liable for any loss or damage due to events or the materialisation of risks outside its sphere of influence nor for any loss or damage caused or increased by the Client, in particular due to any failure on the part of the Client to take measures to avoid, mitigate or reduce any loss or damage.

    In general, Taurus shall not be responsible for its contractors, except where they commit gross negligence.

    36. Liability of Taurus for blockchain, distributed ledger technologies and smart contracts

    Taurus shall not be held liable for any and all damages caused by the blockchain protocols and distributed ledger technologies underlying Digital Assets for any cause including, but not limited to hard and soft forks, protocol upgrades or patches, network congestion, actions whatsoever of any kinds in any jurisdictions, actions for breach of contract or tort, provided that Taurus did not act with intent or gross negligence. In particular, Taurus shall to the extent permitted by mandatory law not be liable for any indirect, incidental, special, exemplary or consequential damages, including for losses, goodwill or data loss, arising out of all blockchain protocols and distributed ledger technologies underlying Digital Assets.

    Taurus shall not be held liable for any and all damages caused by the smart contracts underlying Digital Assets for any cause including, but not limited to bugs, errors, mis-uses and/or security breaches. In particular, Taurus shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for losses, goodwill or data loss, arising out of all smart contracts underlying Digital Assets. For the avoidance of doubt, Taurus shall have no obligation to update or maintain any smart contract, or to defend any third-party claim arising or related to any Smart contract or any liability arising out of or related to any Smart contract .

    37. Term and termination of the business relationship

    The business relationship between the Client and Taurus is entered into for an indefinite period. Either of the Client or Taurus is entitled to terminate the business relationship at any time without explanation with immediate effect unless expressly agreed otherwise.

    Upon termination of this Agreement, the Client’s right to use any systems and software made available by Taurus shall lapse.

    If the Client, after an appropriate grace period granted by Taurus, fails to notify Taurus where to transfer the assets and credit balances held with Taurus, Taurus shall be entitled to either deliver the assets physically or to liquidate them. Taurus may, with the effect of discharging all its obligations towards the Client, deposit the proceeds and any credit balances at the place designated by a court or may send a check or, in the case of Digital Assets, a paper wallet, to the Client’s address last known to Taurus.

    In addition to the immediate closure, in the event of (intentionally or unintentionally) incorrect information being provided during the registration process or subsequently, Taurus reserves the right to claim reimbursement from the Client for any damage caused by this. This includes in particular, but is not limited to, civil or criminal sanctions, any costs of investigation, proceedings, representation and a fair compensation for any damage to the image and reputation of Taurus.

    38. Restriction of services

    Taurus is entitled to restrict or cease its provision of services to the Client, at its own and full discretion, in full or in part where it deems this to be required, in its discretion, to comply with applicable laws or regulations (including with regard to any sanctions, embargoes or similar measures), standards of self-regulation, contractual provisions, business or trade practices, Taurus’ internal rules and policies or generally to ensure performance in accordance with the relevant standard of Due Care. In particular, Taurus can freeze any account or Digital Asset Custody Storage in the meaning of the section “Custody Regulations” (Special provisions for the custody storage of Digital Assets), limit or refuse the execution of orders or instructions of any kind, or refuse to accept assets or funds.

    In the event of a market disruption or Force Majeure event, which shall include without limitation acts of God, earthquake, weather conditions, labour disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts of omissions of vendors or suppliers, equipment failures, transportation difficulties, malicious or criminal acts of third parties, or other occurrences which are beyond Taurus’ reasonable control, Taurus may suspend access to the services or prevent the Client from completing any actions. Taurus shall not be deemed to be in default of any provision or be liable for any delay or failure in performance of services due to Force Majeure.

    39. Intellectual property

    All copyrights, trademarks, trade secrets and other intellectual property rights in the Platforms and Taurus’ website shall remain at all times the sole and exclusive property of Taurus or of the third-party owners. The Client shall have no right or interest in such intellectual property rights except for the non-exclusive right to access and use them as specified under the Agreement. The Client shall not copy, modify, de-compile, reverse engineer, alter or make derivative works of Taurus’ intellectual property rights or the manner in which they operate. Any violation of the above shall be subject to prosecution.

    It is expressly prohibited for the Client to directly or indirectly use any device, software or other artifice to manipulate or attempt to manipulate the functioning of any electronic system, interface, device, data feed or software of any type or kind made available by Taurus in connection with any Platform or his/her Account.

    40. Severability

    If any provision of these GTC is or becomes invalid or unenforceable, the remaining provisions shall continue to be binding.

    41. Ombudsman

    If no agreement is reached regarding a legal claim between the Client and Taurus, the Client has the possibility of initiating mediation proceedings before a recognised ombudsman, the Swiss Chambers’ Arbitration Institution, in accordance with Title 5 of the Swiss Federal Financial Services Act.

    42. No assignment

    The Client may not assign its business relationship with Taurus nor any rights or obligations thereunder, including in respect of individual orders or transactions, to any third party without the prior written consent of Taurus.

    43. Amendments to the GTC

    Taurus is entitled to amend and modify these GTC and all other contractual documents at any time. The Client will be notified of any amendments by appropriate means, including as set forth in GTC Art. “Communications and associated risks”. Unless otherwise specified, amendments are deemed approved if the Client does not submit an objection in writing within 30 days of the date of the amendment.

    The version of the GTC currently in force, as amended from time to time, can be accessed on the Taurus Website.

    All existing or future statutory provisions, administrative regulations and other applicable regulatory requirements in the field of trading services, data protection, money laundering and the operation and use of the Internet and any other provision or regulation governing the services offered by Taurus are reserved and shall apply to the provision of Taurus’ services as of their entry into force.

    45. Applicable law and place of jurisdiction

    All legal relations between the Client and Taurus are governed by and shall be construed in accordance with Swiss law. The exclusive place of jurisdiction for all legal proceedings, subject to mandatory provisions of Swiss law, and the place of performance and debt enforcement for Clients domiciled outside of Switzerland, is the City of Geneva, Switzerland. Taurus reserves the right to take legal action at the place of domicile of the Client or before any other competent court or authority.



    II. Custody regulations

    1. Purpose and scope of application

    These custody regulations (the “Custody Regulations”) govern the custody and administration of claims, property, securities, digital assets, crypto assets and other assets (the “Custody Assets”) by Taurus SA (“Taurus”), a Swiss securities firm, maintaining accounts for and on behalf of the client (the “Client”) and related matters.

    The Custody Regulations form an integral part of the contractual relationship between the Client and Taurus and apply together with and in addition to the general terms and conditions (the “GTC”) and any other terms and conditions of Taurus, subject to any special agreements between the Client and Taurus.

    In the event of any contradiction between the GTC and these “Custody regulations”, the latter shall prevail.

    2. Acceptance of custody assets

    Taurus may in particular accept the following types of Custody Assets:

    1. Intermediated securities;

    2. Digital assets, including payment tokens (incl. crypto currencies, virtual currencies, stable coins), utility tokens, asset/security tokens (incl. tokenized securities, ledger-based securities, security tokens, DLT securities), hybrid tokens, non-fungible tokens (NFT) and crypto assets;

    3. Non-intermediated securities, specifically: (a) securities for safekeeping in an open custody account; (b) money and capital market investments not evidenced in the form of securities, for entry and administration in an open custody account. Taurus may at its discretion refuse to accept safe custody assets without explanation.

    Taurus shall, as applicable, store the Custody Assets, handle and perform administrative actions or perform any other services regarding the Custody Assets applying Due Care.

    For the purposes of these Regulations, the term “securities” shall include, but shall not be limited to certificated and uncertificated securities (including “ledger-based securities” as per art. 973d of the Swiss Code of Obligations and “DLT securities”), non-securitised rights, intermediated securities, tokenized securities and investment fund units and financial instruments of every kind.

    The capitalised term “Intermediated Securities” refers to those securities which constitute fungible claims and membership rights, which are credited to an account held with a custodian and over which the Client has the right of disposal in accordance with the provisions of the Swiss Federal Intermediated Securities Act. “Intermediated Securities” are also considered to be any financial instrument and any right to a financial instrument the custody of which is subject to foreign law which recognizes it as having a comparable function.

    The capitalised term “Digital Assets” refers to values, rights or assets registered on a distributed ledger, a blockchain or another digital, distributed and encryption-based ledger or based on similar technology, including without limitation those qualifying as or representing securities, assets, virtual currencies, fiat currencies or other financial instruments.

    The capitalised term “Crypto Currencies” refers to those types of Digital Assets that (a) are intended or used for payment purposes, and (b) do not qualify as nor represent securities or other financial instruments. Taurus may in its discretion from time to time determine for the purposes of its business relationship with the Client whether it considers a particular Digital Asset a Crypto Currency or not.

    As a general principle, with regard to Digital Assets, the terms “custody”, “holding”, “storage” and terms with similar meaning refer to the generation, distribution, administration and/or storage of data establishing access to and control over the Digital Assets (typically private keys), in particular as further detailed in the special provisions for the custody storage of Digital Assets in these Custody Regulations. The Digital Assets themselves exist on the relevant distributed ledger only and such distributed ledger is in general outside of the sphere of influence of Taurus.

    Taurus may in its discretion, from time to time, decide not to offer or discontinue offering custody, administration or other services for and with respect to any of the types of assets listed above, without giving any reason. Furthermore, Taurus may in its discretion refuse acceptance of specific assets for custody and/or administration or decline to continue to accept or hold and return or send back, in full or in part, any assets without giving any reason, including as further specified, generally and for Digital Assets in particular, in the GTC; see the GTC Art. “Execution of instructions and orders”.

    Taurus may establish and, in its discretion, amend and modify at any time, a list of assets or types of assets acceptable for custody and/or administration. Such list and changes thereto will be communicated to the Client by appropriate means, including as set forth in the GTC; see the GTC Art. “Communications and associated risks”.

    Where Custody Assets are no longer acceptable to Taurus, whether for legal, regulatory, reputational, product-specific or any other reasons, Taurus will ask the Client for instructions as to where to transfer such Custody Assets or to provide other suitable instructions, such as for conversion of the relevant Custody Assets. If the Client, after an appropriate grace period granted by Taurus in its discretion, fails to notify Taurus where to transfer the Custody Assets or to provide other suitable instructions, Taurus shall be entitled to either deliver the assets physically to the Client’s last known address at the expense and at the risk of the Client or to liquidate them and to disburse the proceeds in accordance with the GTC; see the GTC Art. “Term and termination of the business relationship”.

    3. Dematerialised securities

    Intermediated securities, uncertificated securities, ledger-based securities, Digital Assets qualifying as or representing securities (e.g. tokenized securities, ledger-based securities, asset/security tokens) and other rights or claims not evidenced by a certificate but having the same function as securities, are treated the same way as securities. In particular, the provisions on commission (Art. 425 et seqq. of the Swiss Code of Obligations) apply between the Client and Taurus.

    4. Duty of diligence

    Taurus shall keep and manage the safe custody assets with the customary due diligence.

    5. Examination of assets

    Taurus is entitled to examine assets delivered by the Client or by third parties for the account of the Client, e.g. regarding origin, authenticity or blocking notices, or have a third party custodian or other third party agent in Switzerland or outside of Switzerland perform such examination, including by performing forensic checks and other reviews as considered relevant by Taurus. The Client undertakes to provide Taurus with all the elements at his disposal.

    Taurus is entitled to engage in or order any such examinations both prior to and following acceptance of assets into custody, in each case without assuming any liability. Taurus shall not be required to perform any administrative actions nor execute any sales and delivery orders or other instructions or transactions regarding assets until such time as the examination and any actions resulting therefrom have been completed.

    Taurus conducts the examination of assets in accordance with the resources and documents at its disposal, applying Due Care including with respect to the selection and instruction of third party service providers. Any loss or damage resulting from late or non-performance of administrative actions, orders, instructions or transactions in connection with the examination of assets shall be borne by the Client unless such loss or damage has arisen due to a breach by Taurus of its applicable duty of care.

    6. Form of custody

    Unless agreed otherwise with the Client, Taurus is entitled to hold Custody Assets, or have them held, in collective custody. This does not apply to the custody of any assets that have to be held separately by nature, by agreement between the Client and Taurus, or for other reasons as considered relevant by Taurus.

    Custody Assets subject to drawing by lot may be held in collective custody. Drawn lots are allocated among clients by Taurus using a method which, to the extent reasonably commercially possible, provides for materially the same chance of inclusion in the secondary drawing as in the primary drawing.

    Unless instructed otherwise, Taurus is entitled to hold the safe custody assets with other assets of their kind, transfer them to a third party for safekeeping or hold them in collective depository. This does not apply to safe custody assets that must be held separately for specific reasons. If the Client specifies a third-party custodian not recommended by Taurus, Taurus accepts no liability. Safe custody assets held abroad shall be subject to the laws and established practices of the place where they are held.

    Securities redeemable by drawings may also be held in collective custody. Safe custody assets so redeemed shall be distributed among the clients by Taurus in a second drawing, using a method which guarantees all clients the same chance of being considered as in the first drawing.

    The form of custody for Digital Assets is described in Custody Regulations Art. “Common terms regarding Digital Asset Custody Storage and measures taken by Taurus” and “Characteristics of Digital Asset Custody Storage”.

    7. Third party custody

    The Client expressly authorises Taurus to hold Custody Assets with one or several third party custodians of its choice, in Switzerland or abroad, for the account of and at the risk of the Client even if the third parties abroad are not subject to adequate supervision. Custody Assets traded exclusively or primarily outside of Switzerland are typically held abroad and, if necessary, shall be transferred there at the expense and risk of the Client.

    In connection with the permitted use of third party custodians, Taurus shall be liable for due selection and instruction only. Neither the Client nor its authorised representatives shall have any right of instruction vis-à-vis the third party custodians used by Taurus.

    If Custody Assets are held with a third party custodian outside of Switzerland, they may be subject to the laws and customary practices of its domicile, place of business or other relevant jurisdiction, which may differ from those in Switzerland and may not offer the same level of rights or protection, in particular in the event of insolvency of the third party custodian. In particular, it may not be possible to individualise and segregate Custody Assets in an insolvency of the third party custodian. Furthermore, third party custodians may assert rights of lien, liquidation, retention or set-off in relation to the Custody Assets.

    Taurus only transfers those rights to the Client that it receives from a third party custodian. If applicable laws or regulations, standards of self-regulation or contractual provisions make it difficult or impossible for Taurus to return Custody Assets held abroad or to transfer the proceeds from the sale of such Custody Assets, Taurus is only obliged to assign a claim for the return of property or payment of the sums involved to the Client, always provided that such claim exists and is assignable.

    8. Registration and custody of Custody Assets

    Once or more times a year, in its discretion, Taurus may register Custody Assets in the Client’s name with (a) third party custodians, transfer agents, or (b) directly with the issuer (or an agent of the issuer) in its share registry or equivalent; unless otherwise instructed by the Client.

    Taurus may also, in its discretion, choose to hold Custody Assets with third party custodians (a) in the Client’s name, (b) in its own name or in the name of a third party, or (c) without any personal or individualized registration. In any case, Taurus acts for the account of and at the expense and risk of the Client; and declines all responsibilities to the fullest extent in case of missed or late registration that led to the impossibility for the Client to exercice its economic (e.g., dividends) and/or social rights (e.g., vote/participation to a general shareholder meeting).

    Where applicable, for the purpose of registration, the Client consents and accepts the disclosure of its name and all requested and necessary information to the relevant third parties, including the issuer (or an agent of the issuer) in accordance with the law, applicable registration/tokenized security regulations (set by the issuer) and/or Taurus’ GTC; see the GTC Art. “Client confidentiality” and the section “Privacy policy”. In particular, Client’s attention is drawn on the second European Shareholder Rights Directive (SRD II). On one hand, upon company’s request, Taurus must provide the company with information about the shareholders such as name(s) and contact details of the shareholder, registration number or Legal Entity Identifier (LEI), the number of shares held and insofar they are requested by the company, the categories or classes of the shares held or the date from which the shares have been held. On the other hand, Taurus will communicate to its Clients the information received by the company. Taurus may charge for this service.

    The Client agrees that if it withdraws Custody Assets on its own personal external wallet, it must register promptly by itself in the share registry of the issuer, in accordance with applicable registration/tokenized security regulations set by the issuer. In this case, the Client understands that if it does not register in the share registry of the issuer, it will not be properly registered as a shareholder, hence it will not benefit from any economic (e.g., dividends) and social rights associated with the Custody Assets.

    9. Administration

    Unless the Client provides specific instructions, Taurus does NOT perform the standard administrative actions customary in Swiss banking practice. Depending on the type of Custody Asset, such standard administrative actions may include, without limitation:

    1. collecting interest, dividends and principal amounts as well as any other distributions due for payment;

    2. monitoring drawings as well as redemption, conversion, subscription and similar rights using available sources of information customary in Swiss banking practice;

    3. processing proxy voting;

    4. effecting residual payments in respect of financial instruments that are not fully paid in, if a due date has been specified.

    In the absence of any agreement otherwise, the Client is responsible for making all arrangements in respect of the safeguarding of the rights accruing to the safe custody assets. In particular, these rights cover such aspects as the issuing of instructions for conversions, the exercising or purchase/sale of subscription rights as well as the exercising of conversion rights. If instructions are not received in time, Taurus is authorized, but not obliged, to act as it deems appropriate.

    Digital Assets of the Client held in custody with Taurus are subject to technology-specific and other particularities, limitations and developments, and may be affected by various events requiring administrative actions. Taurus is entitled, but not required, to review such events in each individual case (taking into account materiality and other aspects which Taurus in its discretion considers relevant), or have a third party agent in Switzerland or outside of Switzerland perform such review, and to proceed in its discretion, in particular as follows:

    1. In the event of a hard fork and/or similar events affecting the underlying distributed ledger of the relevant Digital Asset, Taurus may decide in its own and full discretion on whether or not to support either of the forked chains or any Digital Asset(s) newly created by or in connection with such event and to take the appropriate administrative actions. In particular, Taurus may decide not to support newly created Digital Assets or to support their withdrawal only, but not to accept them for custody. In the latter case, the Client will be required to provide suitable transfer instructions to Taurus. BY DEFAULT, UNLESS STATED OTHERWISE, TAURUS WILL NOT SUPPORT FORKED CHAINS AND THUS WILL STICK TO THE MAIN CHAINS (I.E. THE CHAIN RECOGNIZED AS THE MAINNET BY THE INDUSTRY, TYPICALLY THE ONE WITH THE LARGEST MARKET CAPITALIZATION AND THE ONE THAT IS MOST USED WHEN LOOKING AT THE NUMBER OF USERS, VALIDATORS/NODES,…). THIS MEANS THAT THE CLIENT WILL NOT BE ABLE TO COLLECT, VIEW AND WITHDRAW NEWLY CREATED DIGITAL ASSETS HELD ON FORKED CHAINS.

    2. In the event of an airdrop of Digital Assets to a distributed ledger address of the Client, Taurus may decide in its own and full discretion on whether or not to support the airdrop (e.g. by making the airdropped Digital Assets visible, including them in Client statements or enabling disposal by the Client over such Digital Assets within or using Taurus’ systems) and to take the appropriate administrative actions. If an airdrop is not supported, Taurus may require the Client to provide suitable transfer or other instructions to Taurus. BY DEFAULT, UNLESS STATED OTHERWISE, TAURUS WILL NOT SUPPORT AIRDROPS. THIS MEANS THAT THE CLIENT WILL NOT BE ABLE TO COLLECT, VIEW AND WITHDRAW AIRDROPPED DIGITAL ASSETS.

    Taurus is under no obligation to inform the Client about hard forks, airdrops or similar events. By default, if Taurus in its discretion does not engage in a review of any such event or does not reach a decision, such event and any newly created or airdropped Digital Assets are not supported by Taurus.

    Withdrawal of newly created or airdropped Digital Assets and other administrative actions in connection with a hard fork, airdrop or similar event may be subject to specific deadlines, waiting periods or other limitations as determined and communicated to the Client by Taurus in its discretion or existing for technological or other reasons outside the sphere of influence of Taurus. Taurus is, in particular, not liable for any loss or damage caused by the Client’s non-compliance with any such timeframes or with Taurus’ instructions.

    Depending on the consensus mechanism and other elements of the underlying distributed ledger of Digital Assets, the Client may become entitled to rewards or other benefits deriving from the size, nature or other aspects of its own position in such Digital Assets held in custody with Taurus. In such a case, and with respect to other passive income elements relating to Digital Assets of the Client held in custody with Taurus, Taurus applies reasonable efforts to collect and credit such benefits or passive income elements to the Client.

    Taurus is entitled, in its discretion, to determine and amend the scope and limitations of standard administrative actions and other administrative actions regarding Custody Assets at any time. Such information will be communicated to the Client by appropriate means, including as set forth in the GTC; see the GTC Art. “Communications and associated risks”.

    It is the responsibility of the Client to take all other measures to preserve the rights associated with its Custody Assets including without limitation by issuing timely instructions to Taurus and by enforcing any rights in connection with Custody Assets in legal or insolvency proceedings, and to obtain the necessary information to be able to do so.

    10. Acquisition of safe custody assets on a fiduciary basis

    Where it is not customary or possible for the Client to acquire safe custody assets, Taurus may acquire them or cause them to be acquired either in its own name or in the name of a third party and may exercise the rights arising from the safe custody assets acquired, or cause them to be exercised. Such a transaction shall be executed for the account and at the risk of the Client.

    11. Statements

    Valuations of Custody Assets are based on non-binding, approximate rates obtained from available sources of information customary in Swiss banking practice or, where no such custom has been established, reasonably selected by Taurus in its discretion.

    12. Cancellation of certificates

    Taurus is entitled to cancel certificated securities that have been deposited and replace them with uncertificated securities or other instruments to the extent permitted under applicable laws, regulations and standards of self-regulation.

    13. Reporting requirements

    The Client shall be responsible for complying with any reporting requirements applicable to or associated with the Custody Assets, in particular vis-à-vis issuers, affiliates and other companies, trading venues and other financial market infrastructures, authorities and other third parties, even if the Custody Assets are not registered in the name of the Client. Taurus is under no obligation to advise the Client of any such reporting requirements.

    Taurus is entitled to refrain from performing any or all administrative actions in respect of Custody Assets if and to the extent they give rise to a reporting obligation on the part of Taurus. Taurus will inform the Client accordingly, subject to applicable laws prohibiting such information.

    14. Delivery and disposal of the Custody Assets

    Provided that notice periods and mandatory legal provisions are respected, the Client may request that the Custody Assets be delivered to it or put at its disposal. Taurus shall perform such request in the form and within the time period customary in Swiss banking practice and corresponding to the type of Custody Assets, or, where no such custom has been established, in the form and within the time period reasonably determined by Taurus in its discretion, in each case in accordance with and subject to any applicable notice or waiting periods, legal, regulatory or self-regulatory requirements, contractual provisions, business or trade practices, internal rules and policies of Taurus, or requirements stipulated in the issuer’s corporate documents, as well as subject to any rights of lien, rights of retention or other withholding rights of Taurus or other agreements.

    For Digital Assets, Taurus reserves the right to effect delivery only to verified distributed ledger addresses of the Client. For asset/security tokens in particular, the delivery of tokens may be restricted and/or forbidden as set by the issuer in its articles of associations, its shareholder/participation holder agreement, incentive plan, dedicated regulations and/or equivalent documents. The Client also understands and accepts that, in some cases, the delivery of Digital Assets may be refused, frozen, forbidden, locked-up and/or restricted to pre-approved digital addresses and/or regulated financial intermediaries only. Alternatively, the Client also understands and accepts that Taurus may unilaterally decide to suspend, restrict, refuse or not authorise the withdrawal and delivery of such asset/security tokens.

    The Client is required to provide Taurus with all information required or considered useful by Taurus to comply with any request for delivery of Custody Assets. If the Client fails to do so, any loss or damage resulting from late delivery or non- delivery of Custody Assets shall be borne by the Client.

    The delivery of intermediated securities shall be governed by the provisions of the Swiss Federal Intermediated Securities Act. The costs of delivery shall be borne in accordance with a specific contractual provision.

    15. Representation at shareholder meetings

    Unless otherwise agreed between Taurus and the Client, Taurus will not process proxy votes and/or represent the Client at shareholder’s meetings.

    16. Common terms regarding Digital Asset Custody Storage and measures taken by Taurus

    Taurus has undertaken to keep the Digital Assets available for the Client at all times, and these Digital Assets are:

    1. individually assigned to the Client (i.e. Digital Assets held for the Client stored on one or several dedicated/segregated distributed ledger addresses administered and controlled by Taurus); or

    2. assigned to a community, where it is clear which share of the community assets the Client is entitled to (i.e. Digital Assets held for several Clients stored on one or several collective/pooled/omnibus distributed ledger addresses administered and controlled by Taurus, in combination with an internal ledger).

    In the above two cases, Digital Assets are considered and booked as custody account/deposited assets (“valeurs déposées”) in accordance with art. 16 of the Swiss Banking Act.

    Credit balances of payment tokens (e.g., crypto currencies) held on a collective/pooled/omnibus basis with Taurus only serve the purpose of executing/settling client transactions, and no interests are paid on them.

    As a general principle, “safe-kepping”, “custody”, “holding” or “storage” (or terms with similar meaning) of Digital Assets with Taurus consists in generating, distributing, administrating and/or storing such data as is required to establish access to and enabling the disposition over addresses in a blockchain or another digital, distributed and encryption based ledger that contain, represent or are associated with the relevant Digital Assets of the Client. This includes the creation of distributed ledger addresses and the storage of private keys, passwords or seeds. The relevant distributed ledgers themselves and any data stored therein, including without limitation the Digital Assets as such or any references thereto, are, unless explicitly specified otherwise, not operated nor controlled by Taurus and therefore outside of the sphere of influence of Taurus.

    Taurus establishes and stores the relevant data for Digital Asset Custody Storage applying Due Care. Furthermore, Taurus takes commercially reasonable measures to identify and mitigate the potential for materialisation of risks associated with Digital Assets. Such risks include without limitation the following:

    1. hacking and other attacks by third parties, in particular with respect to data establishing access to and enabling the disposition over Digital Assets, or individual transactions in Digital Assets;

    2. data theft, including hardware theft by physical intrusion;

    3. loss of data;

    4. internal or external fraudulent activities.

    Where not specified otherwise herein, Taurus’ obligation towards the Client in connection with Digital Asset Custody Storage consists in and is limited to due performance in accordance with the standard of Due Care. Taurus does not warrant nor guarantee in any form the integrity of the Digital Assets in Digital Asset Custody Storage with Taurus.

    The Client acknowledges and accepts the risks associated with Digital Asset Custody Storage and agrees to bear any loss or damage that cannot be attributed to non-compliance by Taurus with its duties of care. In particular, the Client shall bear any loss or damage resulting from non-compliance with its own duties of care as well as any other loss or damage resulting from events or the materialisation of risks outside the sphere of influence of Taurus, including without limitation any hacking, intrusions or other attacks by third parties targeting any elements outside the sphere of influence of Taurus, such as the external systems, nodes or other physical or virtual elements of blockchains, digital, distributed and encryption ledgers or other databases not operated of Taurus, or individual addresses within such databases, as may be relevant to the existence, access to or disposition over the Digital Assets of the Client.

    The Client shall be required to cooperate with Taurus as required or deemed useful by Taurus to address and mitigate the risks in connection with Digital Asset Custody Storage. In particular, the Client shall under no circumstances communicate or pass on any distributed ledger addresses provided to it by Taurus in connection with Digital Assets held in custody to any other person or third party with the exception of its authorised representatives. Any costs associated with the creation of new distributed ledger addresses and transfers of Digital Assets in connection with a violation by the Client of such duty shall be borne by the Client.

    17. Characteristics of Digital Asset Custody Storage

    Private keys controlling Digital Assets kept safe with Taurus are stored and secured in redundant hardware security modules (“HSMs”) that are connected to the Internet or other public networks for the purpose of storing and securing the private keys enabling the access to and disposition over the relevant distributed ledger addresses for the Digital Assets. Taurus may host and/or maintain the hardware used for storage itself or outsource such operations to third parties in accordance with the GTC (see Art. “Outsourcing”). In all cases, the access to private keys is strictly limited to Taurus.

    The signature of Digital Assets transactions by Taurus requires the approval of at least two employees, subject to exceptions for transactions in low amounts as determined by Taurus from time to time in its discretion.

    Any instructions to transfer Digital Assets into the Taurus Digital Asset Custody Storage must be communicated by the Client to Taurus in accordance with the GTC (see GTC Art. “Execution of instructions and orders”). Such transfers are subject to acceptance by Taurus in its discretion and Taurus may refuse or return such transfers without giving any reason. Taurus may further in its discretion from time to time make available, restrict or refuse specific forms of Digital Asset Custody Storage and may communicate such restrictions to the Client by appropriate means.

    18. Staking

    In some cases, and under conditions, Taurus may offer the possibility to some Clients - meeting eligibility criteria - to “stake” selected Digital Assets in custody with Taurus. It is understood that Taurus will not stake/delegate/unstake/withdraw Client’s Digital Assets, unless instructed by the Client to do so. Taurus may, at its sole discretion, refuse to offer this service. The access to this staking service is subject to the Staking terms and conditions.

    19. Fees and remuneration

    Taurus is entitled to debit any custody, administration or transaction fees agreed between Taurus and the Client, applicable by law or customary in Swiss banking practice, to an account of the Client.

    Crypto Currencies can be expressed in very small amounts (i.e. with many decimal places). The Client accepts that Taurus may round the amount to the nearest five Swiss cents or equivalent.

    Applicable fees for the custody and/or administration of Custody Assets, as well as any related services or transactions, are set out in the Taurus price schedule unless agreed differently.

    Taurus reserves the right to adjust and amend the fee schedules at any time, including due to changes in market conditions or costs. Changes will be communicated to the Client by appropriate means including as set forth in the GTC (see GTC Art. “Communications and associated risks”), and will take effect 30 calendar days from the date of notification by Taurus unless otherwise specified by Taurus.

    Distribution fees, inducements or other monetary and/or non-monetary benefits such as sales commissions, trailer fees, acquisition commissions, rebates or similar arrangements as Taurus may receive or benefit from or grant to third parties (including affiliates of Taurus) in connection with its business relationship with the Client are handled, and may be retained, by Taurus in accordance with the GTC; see GTC Art. “Distribution fees and other benefits”.

    20. Joint custody accounts

    Custody accounts (for Custody Assets other than Digital Assets) as well as Digital Asset Custody Storage with Taurus may be established as a joint account for two or several clients. In such cases, the provisions of the GTC apply; see GTC Art. “Joint accounts”.

    21. Taurus’ liability for the custody of assets

    General liability of Taurus is determined in the GTC (see GTC Art. “Liability of Taurus”).

    Concerning more particularly the custody of assets, Taurus’ aggregate liability in connection with the Custody Assets and any actions or transactions relating thereto shall at all times be limited to the proven value of the relevant Custody Assets and shall under no circumstances exceed their declared value.

    It is the responsibility of the Client to insure the Custody Assets against loss or damage for which Taurus is not liable. In particular, Taurus is not liable for any losses of Custody Assets due to a security weakness or bugs of an underlying blockchain, smart contract and/or distributed ledger protocol.

    Taurus shall not be accountable for omissions by third-party custodians that have not been recommended by Taurus but that are holding assets in accordance with the express instructions of the custody account holder.

    22. Regulatory actions and similar events

    The Client shall bear all economic and legal consequences (a) of any measures taken by authorities, regulatory or self-regulatory bodies in any relevant jurisdiction(s), including without limitation those where Custody Assets are held in custody, or (b) resulting from the exercise of consensus or similar mechanisms in respect of Digital Assets (subject to the provisions on administrative actions by Taurus pursuant to the Custody Regulations), including without limitation any prohibitions or restrictions of transfers, limitations to, suspension or exclusion of convertibility or changes to functionality, which may affect the Client’s assets held in custody with Taurus, in each case with the exception of those economic or legal consequences that are attributable to any non-compliance by Taurus with its duties of care.

    23. Severability

    If any provision of these Custody Regulations is or becomes invalid or unenforceable, the remaining provisions shall continue to be binding.

    24. Amendments to the Custody Regulations

    Taurus is entitled to amend and modify these Custody Regulations at any time. The Client will be notified of any amendments by appropriate means, including as set forth in the GTC (see GTC Art. “Communications and associated risks”). Amendments to these Custody Regulations are deemed approved if the Client does not submit an objection in writing within 30 calendar days of the date of the amendment.

    25. Applicable rules and provisions

    In addition to the Taurus’ GTC and other provisions, all transactions for account of the Client shall be subject to the bylaws, constitution, rules, provisions, oversight, customs and usages of the exchange or market, and its clearing house, if any, on which such transactions are executed and/or cleared by Taurus or its agents, including but not limited to Taurus’ subsidiaries and affiliates.



    III. Trading terms and conditions

    Section A - General provisions

    1. Purpose and scope of application

    These terms and conditions for trading in digital assets (“Digital Assets Trading Terms”) govern any orders for the trading of digital assets by the client (“Client”) with Taurus SA (“Taurus”) in, from or into fiat currencies and/or Digital Assets (as defined in the General Terms and Conditions of Taurus; “GTC”), and specify how Taurus prices, handles and executes such transactions.

    The Digital Assets Trading Terms form an integral part of the contractual relationship between the Client and Taurus and apply together with and in addition to the GTC and any other terms and conditions of Taurus, subject to any special agreements between the Client and Taurus and subject to any separate regulations of Taurus for specific platforms or communications channels, including with regard to digital banking systems or mobile applications, or for special types of trading.

    2. Trading services of Taurus

    The Client can elect to use the following Taurus digital asset trading services on an “execution-only” basis (hereinafter the “Service”):

    1. Digital asset trading/brokerage service, where the Client transmits orders to Taurus, who as “principal” or “riskless principal” (also called sometimes “matched principal”) then takes in charge the execution of those orders with third-party execution venues and/or counterparties;

    2. Trading on the T-DX Organised Trading Facility (“T-DX OTF”) as indirect participant via Taurus. In this case, the Client registers with Taurus and agrees to route and execute orders on the T-DX OTF (“T-DX Client”) and/or specifically instructs Taurus to route a given order for execution to the T-DX OTF. This trading service is subject to the rules set in the T-DX OTF Rulebook.

    3. Trading on the T-DX OTF as a direct participant. This trading service is also subject to the rules set in the T-DX OTF Rulebook.

    3. Trading channels

    As an exception to the Art. GTC “Communication and associated risks”, the Client may only transmit any orders and instructions to Taurus through the following trading channels:

    1. By telephone, either through the client relationship manager competent for the Client or by direct access to the Taurus trading desk; or

    2. By Taurus electronic communication channels and systems/platforms (e.g, e-mail, chat, FIX, API, mobile applications or web services) as may be offered by Taurus from time to time, as described in the Electronic access terms and conditions.

    Any oral or written instructions received by Taurus (including electronic instructions) in respect of any Transaction and identified as to proper authority to Taurus’ satisfaction shall be deemed to be the Client’s proper and duly authorised instructions and shall be binding on the Client, and Taurus shall not be liable for acting upon such instructions even if such instructions contain an error or are not authentic or duly authorised.

    The eligibility of the Client to access or use any particular trading channel is at the sole discretion of Taurus. Taurus is not required to receive or accept any orders or instructions of the Client by any communications or transmission channels other than those listed above (including without limitation by e-mail, text message or in writing), and any orders or instructions by such other channels shall be deemed refused without any notice or other action by Taurus unless explicitly accepted in the individual case in Taurus’ discretion.

    The Service provided by means of an electronic access are subject to the terms of this agreement and the Electronic access terms and conditions. Use of the Taurus electronic platform by individual users is also subject to the terms of the Privacy Policy.

    4. Range of digital assets and fiat currencies

    Taurus determines the range of Digital Assets and fiat currencies available to the Client for trading at its sole discretion. In particular, Taurus may from time to time decide not to offer, or to discontinue, or limit, the conversion or trading in specific Digital Assets without giving any reason and without prior notice to the Client, even if the Client still holds positions in such Digital Assets. Taurus may also set minimum and maximum amounts for transactions in Digital Assets at its sole discretion at any time.

    Taurus then reserves the right to take any measure necessary to safeguard its interests or those of the Client, such as, but not limited to, the sale, transfer, compensation or conversion of Digital Assets, securities or assets.

    5. General prerequisites for trading

    The Client requires an account with Taurus for each of the Digital Assets between which he/she wishes to perform conversions or account transfers or in which he/she wishes to trade, subject in particular to the provisions of the GTC on Digital Assets Account(s) (see in particular GTC Art. “Accounts in foreign currencies and Crypto Currencies”, “Trading in foreign currencies and Crypto Currencies” and “Crediting and debiting amounts in foreign currencies and Crypto Currencies”).

    6. Availability and hours of operations

    With regard to bank holidays (see GTC Art. “Bank holidays”), Taurus is free to determine, adjust and amend at any time the hours of operations and cut-off times in respect of each available trading service and trading channel, as well as any minimum, incremental and maximum transaction amounts, availability of order types or applicable trading rules. Taurus may communicate any such parameters, requirements or limitations, if applicable, to the Client as it considers appropriate, including with respect to individual orders or transactions or in general form and in each case as set forth in GTC Art. “Communications and associated risks”.

    In operating and maintaining its systems relevant to the provision of conversion and trading services to the Client, Taurus applies due care. Taurus is not responsible for any persons or systems outside its sphere of influence and, in particular, does not warrant or guarantee in any form the availability of services or of specific trading channels.

    Taurus may at any time, whether for legal, regulatory, reputational, technical, market- or currency-specific or for any other reasons, limit or cancel the Client’s ability to perform conversions or trade in Digital Assets, limit or cancel the use of any of Taurus’ trading channels or refuse to execute the Client’s orders, without giving any reason.

    7. No advice

    Taurus solely provides its trading services on an “execution-only” basis.

    In no case do the trading possibilities offered by Taurus (as a broker or through its T-DX OTF) or its choices in the digital assets, securities, financial instruments and fiat currencies available to the Client constitute advice to buy, hold or sell assets, now or in the future.

    As an Investor, the Client confirms that he/she has done his/her own due diligence on individual securities, digital assets and/or financial instruments before to buy. This is his/her sole responsibility. The Client declares to understand that some Issuers may be non-listed private companies publishing limited financial information on an annual basis (via regular audit or limited review/Limited Statutory Examination (“LSE”) for example).

    In particular, each Investor acknowledges that no Existing Shareholder, nor the Issuer nor Taurus, is making any representations as to budgets, business plans, forward-looking statements, the future development or success of the Company and its business or other projections of a financial, technical or business nature relating to the business of the Company.

    8. Taurus’ trading role and capacity

    All transactions with the Client regarding Digital Assets are made and entered into by Taurus as principal or riskless principal, as the case may be. In particular, unless otherwise agreed or specified, Taurus does not act as agent or otherwise in a fiduciary capacity for or on behalf of the Client in such transactions.

    Taurus may at its discretion act as principal or riskless principal vis-à-vis the Client, as further specified herein, in particular with respect to pricing, order handling and execution.

    As principal, Taurus acts for its own account and benefit on an arm’s length basis. As riskless principal, Taurus fulfils the Client’s order by simultaneously executing an identical transaction (or combination of transactions) with other counterparties.

    Taurus’ interests in trading in Digital Assets may run contrary to or otherwise conflict with those of the Client. By trading with Taurus, the Client acknowledges Taurus’ role as principal and counterparty and the potential conflicts of interest resulting therefrom and accepts the implications on pricing, order handling and execution including as further set out herein.

    Taurus maintains a framework including policies, processes, training and education, controls and reporting, to identify and manage any potential conflicts of interest in connection with trading activities appropriately, in particular by taking measures to avoid their realisation or to mitigate the effects of realisation or by disclosing them to the Client.

    When executing T-DX Clients’ transactions, Taurus receives and transmits orders to the T-DX OTF, which are then submitted, executed and settled with other participants according to the rules set in the T-DX OTF Rulebook.

    Section B - Pricing

    9. Pricing with trading service
    9.1. Taurus as principal

    When trading as principal vis-à-vis the Client, Taurus quotes and applies “All-in” prices for and to the relevant transactions. An “All-in” price includes:

    • the price negotiated and agreed in the identical transaction entered into by Taurus with other counterparties in the market;
    • the potential spread and fees applied by such counterparties;
    • Taurus fees;
    • a potential mark-up.

    Above mentioned fees and potential mark-up are determined by Taurus at its sole discretion. In order to determine its fees and potential mark-up, Taurus bases itself on, among other things:

    • the relevant fiat currency or Digital Asset;
    • the size of the order; ­
    • market conditions, such as liquidity and volatility;
    • transaction processing costs and venue fees associated with execution; ­
    • credit and settlement risks associated with the transaction; ­
    • operational risks, including the operational stability of the market venues where transactions are executed;
    • Taurus financial resources.

    The fees and mark-up applied by Taurus may not be uniform across transactions and clients. Taurus may at its discretion distinguish and adjust the fees and mark-up provided to the Client based on objective criteria, in particular the relevant trading activities and volumes and the level of deposits of the Client with Taurus.

    Taurus determines pricing in respect of conversions, account transfers or trading in foreign currencies or Digital Assets pursuant to the principles set out above in good faith and with due consideration to the interests of the Client. However, as a counterparty to the Client in a principal capacity, Taurus is not obliged to provide the best available price or “best execution” to the Client and is not required to disclose the spread, fees and/or mark-up applied by it in the specific transaction.

    Applicable fees are set out in the Taurus PRIME price schedule unless agreed differently.

    9.2. Taurus as riskless principal

    When trading as riskless principal vis-à-vis the Client, Taurus passes on the price negotiated and agreed in the identical transaction entered into by Taurus with other counterparties in the market (i.e. including any spread and fees applied by such counterparties), subject to an additional fee and/or mark-up negotiated and agreed with the Client in advance. If Taurus enters into a combination of transactions to fill the order of the Client, it is entitled to apply an average price (including spreads) plus Taurus fees and/or merk-up.

    The fees and/or mark-up offered to the Client is determined by Taurus in its discretion and may take into account substantially the same aspects as set forth in respect of the fees and/or mark-up in the previous Article (Taurus as principal).

    In negotiating and agreeing the transaction or transactions in the market required to fill the order of the Client, Taurus does not provide a “best execution” service, but will choose from one or several offers available to Taurus in the market.

    Transactions are executed via the counterparties chosen by Taurus in its sole discretion. Digital asset counterparties include regulated or unregulated markets (such as crypto exchanges), trading venues, counterparties, OTC dealers, market makers and other services providers to buy or sell Digital Assets. Transactions may also be executed via the Liquidity Provider(s) chosen by Taurus in its sole discretion. The list of execution venues and counterparties which may be used by Tarusu, may be amended or updated by Taurus unilaterally from time to time without prior notice.

    Taurus has no obligation to make prices available for Digital Assets, in particular in situations of illiquidity where no bids/asks are available.

    Applicable fees are set out in the Taurus PRIME price schedule unless agreed differently.

    10. Pricing with T-DX OTF trading service

    When a Client executes an order on the T-DX OTF, the order is executed according to the applicable market schedule and in full compliance with the rules set in the T-DX OTF Rulebook.

    Taurus has no obligation to make prices available for Admitted Digital Assets, in particular in situations of illiquidity where no bids/asks are available.

    Applicable fees for the T-DX OTF are set out at https://app.t-dx.com/pricing.

    11. Responsibility of Client

    The Client is required to examine the price quoted by Taurus in respect of each individual order and must determine, in its sole responsibility, whether such price is acceptable taking into account prevailing market conditions, its individual objectives and circumstances and all other relevant considerations. It is the sole responsibility of the Client to decide on proceeding with a transaction at the price and conditions quoted by Taurus.

    Section C - Order handling and execution

    12. Access to Digital assets, securities and other financial instruments

    Taurus provides access to Digital Assets, securities or other financial instruments to the Client subject to the provisions of the GTC (including Custody Regulations and these Trading terms and conditions) and compliance with applicable laws, regulations and standards of self-regulation, contractual provisions, business or trade practices or internal rules and policies of Taurus. It may limit or exclude such access, or refuse, limit or condition the performance of transfers, with respect to individual financial instruments, types or classes of financial instruments at any time in its discretion without giving any reason.

    13. Instructions

    The Client may instruct Taurus to place orders, such as purchases, sales, subscriptions, conversions or redemptions, or to perform transfers of Digital Assets, securities or other financial instruments, whether listed/admitted to trading on any trading venue or not, in each case subject, in particular, to the GTC; see in particular GTC Art. “Execution of instructions and orders”. The Client shall be fully responsible for the investment decisions leading to an order and it acknowledges and accepts that transactions so instructed are at its own risk and expense.

    The Client may only rely on the valid acceptance of orders or instructions, or of any cancellations, modifications and corrections of orders or instructions, upon confirmation by Taurus. Orders received via the same trading channel will generally be executed in the sequence in which they were acknowledged and accepted by Taurus.

    Taurus may further specify the terms of individual transactions in its quotes or trade confirmations provided to the Client.

    14. Pre-funded Transactions

    In general, by default, any Transactions executed via Taurus must be pre-funded in full (100%), unless agreed differently. In case of “Pre-funded Transactions”, the Client acknowledges that Taurus will not be able to start the execution of an order before the funds (Digital Assets or Permitted Currencies) have been received and are available on Taurus’ account(s) or wallet(s). The Client acknowledges and agrees that he/she shall have no claim against Taurus for any damages, opportunity costs or liabilities attributable to an adverse price movement during the period between the order is submitted and when the funds are received by Taurus and then by the respective Liquidity Providers for final execution of the order. Where there is insufficient cover for an order, it shall be considered not to have been issued. Once money, digital assets or securities have been debited from the account, orders can no longer be revoked. During trading hours it is generally impossible to revoke market orders, since they are normally executed immediately.

    15. Pre-hedging

    Taurus may, as principal, conduct risk management and market making activities for its own account while executing a Client order or in anticipation of a Client order. This may involve Taurus undertaking pre-hedging activities in the market or positioning its portfolio to meet anticipated demand. Taurus may further, as principal, pre-hedge Client orders if it considers, inter alia, that such hedging activity would be in the Client’s interest or that such hedging activity could avoid disrupting the market. In doing so, Taurus will take into consideration the prevailing market conditions as well as the size and nature of the anticipated transaction. Pre-hedging may result in profit, or loss, to Taurus. Taurus does not pre-hedge or pre-position when acting as riskless principal.

    16. Limitations

    Taurus has no obligation to accept orders or instructions regarding Digital Assets and may in its sole discretion provide or decline to provide quotes, accept, reject, limit or cancel orders or instructions without giving any reason. Transactions with the Client in Digital Assets are entered into at the discretion of Taurus. In particular, GTC Art. “Execution of instructions and orders”, “Payments, deposits, withdrawals and acceptances of assets” and Custody Regulations Art. “Orders” apply.

    Any orders to transfer Digital Assets or any other instructions for transactions concerning Digital Assets have to be placed by the Client with Taurus with sufficient advance notice taking into account the current form of custody of the relevant Digital Assets.

    The Client and Taurus will comply at all times with the General Rules for Transactions set in Exhibit 1. If the conditions set in Exhibit 1 are or have not been met, Taurus reserves the right to cancel such Order or Transaction whereupon neither party shall have any obligation to the other in respect of such Transaction.

    The Client acknowledges and agrees that:

    • the liquidity of Digital Assets relies on the prices offered by the trading venues and liquidity providers selected by Taurus, which may include regulated or unregulated markets, trading venues, counterparties and other services providers (the “Liquidity Providers”), for the relevant Digital Asset;

    • Taurus has no obligation to make available prices at any time, in particular in situations of illiquidity where no prices are available from any of Taurus’ Liquidity Providers for Digital Assets or where no bid/ask are available on the T-DX OTF. The Client is solely responsible for assessing whether the purchase prices and/or selling prices are acceptable to him;

    • the Client bears the risk of the Digital Assets held directly by Taurus for the Client and/or through a third-party Liquidity Provider being compromised for any reason (e.g., hacking, theft, fraud, cyber-attack, loss of private key, etc.) (each a “Loss Event”), absent any fraud of Taurus. In particular, Taurus shall have no liability in connection with a Loss Event resulting from any action, omission, or otherwise attributable to Liquidity Provider. In case of any Loss Event, Taurus shall promptly notify the Client and inform the Client of any measures taken to mitigate the impact of such Loss Event.

    17. Confirmation

    Once an order is executed, Taurus will send a Confirmation within a reasonable time with the final price and conditions of the Transaction, which shall be governed by the general and specific terms and conditions.

    Any Confirmation or other documents to be given to the Client shall be validly given if dispatched to the Client in accordance with his/her contact details last registered with Taurus, and shall be deemed to have been received by the Client the day after their dispatch.

    The Client undertakes to verify the correctness of each Confirmation and to inform Taurus immediately, within maximum 2 business days from dispatch of any Confirmation, of any discrepancies, omissions or debits wrongly made to, or inaccuracies or incorrect entries in, the account or in the particulars of the Confirmation. After two (2) business days, the account entries as kept by Taurus and the details contained in the Confirmation shall be conclusive evidence vis-à-vis the Client without any further proof that the entries in the account and the details contained in the Confirmation are correct and notwithstanding any discrepancies, omissions or debits wrongly made to, or inaccuracies or incorrect entries in, the account, statement or Confirmation as so stated, whether made, processed or paid out as a result of forgery, fraud, lack of authority, negligence or otherwise by any person whatsoever.

    18. Erroneous or delayed execution of orders

    In the event of the erroneous, incomplete or delayed execution of an order, Taurus’ liability shall be limited to the interest lost.

    19. Erroneous transactions and erroneous entries (mistrades)

    The Client is aware and accepts that a stock exchange, a multilateral trading facility (MTF) or organized trading facility (OTF) may reserve the right to declare an executed transaction invalid if, for example, the stock exchange/MTF authorities or the operator of the OTF believe the transaction is clearly the result of an erroneous transaction or entry. If, in the meantime, the Client has sold on the security affected by the erroneous transaction or entry, this constitutes a short sale. The Client accepts and assumes the risk of erroneous transactions, erroneous entries and short sales. The Client is aware and agrees that short sales are not allowed and will thus automatically be covered by Taurus without further notification, i.e. negative positions will be closed out.

    Taurus expressly draws attention to the fact that digital assets and securities to be sold by the Client must be present in the Client’s account in a long position permitting proper delivery on or before the settlement date of the respective transaction. Save where guilty of willful intent or gross negligence, Taurus shall not be liable for any damage in connection with such a declaration from the stock exchange. With regard to reversal of debit entries, the provisions of the Swiss Federal Intermediated Securities Act shall apply.

    Upon learning that assets credited to his/her account must in all good faith be assumed to have been credited erroneously, the Client shall be obliged to notify Taurus immediately of the credit entry either in writing or orally.

    20. Revocations and cancellations

    The Client can cancel/revoke an order he/she has placed only before it has been performed or executed. Taurus will process this new instruction from the Client on a best effort basis but shall not be held responsible if the order is nevertheless finally processed.

    The Client acknowledges that Taurus may unilaterally cancel or reverse a trade in case of high market volatility.

    21. Settlement

    Promptly upon Taurus’ instructions and within maximum 4 hours for Digital Assets, the Client shall make payment or deliver Digital Assets, on the relevant settlement date, to specific account/wallet instructed and communicated by Taurus. If the Transaction is not settled by the Client on the relevant settlement date, Taurus reserves the right to cancel or revert such Transaction and to ask the Client to compensate for any losses associated with the Transaction (e.g., opportunity costs, late interests). Taurus will not accept payments from any party other than the Client. All amounts payable by the Client under this agreement shall be paid in full without set-off or counterclaim or any restriction or condition.

    Settlement of Transactions in Digital Assets may take longer than the customary settlement cycle of regulated securities exchanges or other markets and trading facilities. The Client acknowledges that the settlement of Transactions may be delayed by daily, weekly or monthly deposit and withdrawal limits imposed by third-party digital asset liquidity providers or exchanges. Taurus will use commercially reasonable efforts to settle Client’s Orders as soon as reasonably possible.

    The Client acknowledges that the settlement or execution of trades may be materially delayed by liquidity providers or correspondent banks. In some cases, trading counterparties may delay, suspend or limit the withdrawal of cash and require further information about the Client. The Client commits to provide Taurus with all required information, in particular AML and KYC information, to unblock the funds and recognizes that funds may be locked for an indefinite amount of time if all necessary information is not provided in due time.

    The Client acknowledges that Taurus may unilaterally cancel, refuse or reverse an unsettled trade if the funds (Digital Assets or Permitted Currencies) are not delivered within the settlement deadline indicated by Taurus or if the counterparty cannot settle the trade.

    Taurus shall not be liable for any loss directly or indirectly attributable to an action or omission, or for the insolvency/bankruptcy, default or similar event affecting any counterparties.

    Section D - Risk disclosure

    22. General trading risks

    The Client is aware that trading in Digital Assets is a highly speculative activity in potentially extremely volatile and partially unregulated markets. As such, it involves substantial risks of loss including a total loss.

    In particular, trading orders are subject to a risk of slippage, i.e. they may be executed at a different price than expected at the time of entry of the order. This risk, and its potentially detrimental financial consequences for the Client, may intensify during periods of high volatility, liquidity shortfalls or other exceptional market circumstances as well as in connection with market closures during weekends or on local holidays, all of which are outside the sphere of influence of Taurus. Such circumstances and events may also delay, hinder or outright prevent order execution or conversions between particular pairs of currencies, Crypto Currencies or Digital Assets and may further add to the cost of individual Client transactions.

    23. Special risks of trading in Digital Assets

    Special risks of trading in Digital Assets are detailed in the “Risks involved in trading, custody and staking of digital assets”, as amended from time to time.

    The markets in Digital Assets are in principle not subject to closures during weekends or on local holidays. However, crypto exchange venues may halt trading in particular Digital Assets due to external events such as forks in a relevant blockchain, which may reduce or eliminate liquidity in such Digital Assets for extended periods of time. Execution of orders may take longer than the customary execution time of regulated securities exchanges or other markets and trading facilities.

    Section V - Trading on T-DX OTF

    24. Direct connectivity as T-DX participant

    If the Client connects to the T-DX OTF as a direct participant, he/she/it agrees to:

    1. Comply will Taurus’ reasonable test requirements in relation to connectivity, IT systems and such other matters as Taurus may reasonably specify;

    2. Maintain a connection to T-DX OTF of such minimum quality as Taurus may reasonably prescribe from time to time in accordance with the Technical Specification(s). The Client is solely responsible for connecting to, and maintaining its connection to T-DX OTF;

    3. Comply with the continuing obligations requirements as set out in the T-DX OTF Rulebook (the “Rules”)(see T-DX OTF Rulebook); ensure that all personnel trading on its behalf understand, are aware of and comply with the Rules and applicable laws; ensure that it implements appropriate procedures and controls to ensure its ongoing compliance with the Rules;

    4. Not act as a professional Liquidity Provider or Market Maker on the T-DX OTF unless and until it has executed a Liquidity Provider or Market Making Agreement with Taurus;

    5. Provide reasonable assistance to Taurus regarding any investigation concerning compliance with the T-DX OTF Rulebook and applicable laws, which assistance may include providing access to information reasonably within the control of the Client.

    The Client agrees that Taurus may monitor any and all orders, offers and transactions entered on the T-DX OTF. Taurus may, at its absolute sole discretion, suspend a Participant, or restrict the Participant’s right to place orders or receive information from T-DX OTF at any time.

    25. Trading withdrawal/unlisting/suspension

    The Taurus’ decision to trade the Admitted Digital Assets on its OTF is subject to conditions and may be reversed at any time by Taurus. There is no guarantee that Taurus will continue to trade Digital Assets on the T-DX OTF in the future. Taurus may, at any time withdraw/suspend a digital assets from trading, if Taurus deems it necessary in order to maintain a fair and orderly market on the T-DX OTF, to comply with Applicable Laws or in response to a request from a regulator, or for any other reason at its sole discretion. The Client acknowledges and understands that trading withdrawal/unlisting/suspension may lead to a total lack of liquidity and/or the total absence of market places.

    26. T-DX OTF market data

    Subject to the provisions of the Swiss Data Protection Act, the Client acknowledges and agrees that all T-DX OTF market data (e.g., price history, order book history, trade history) are the full and exclusive property of Taurus. If and to the extent that he/she/it wishes to access and use the T-DX OTF Data, such access and use will be subject to the terms and conditions of a Data Licence with Taurus. The Client must enter into a Data Licence with Taurus prior to receiving or accessing any T-DX OTF Data. In any event, the Client shall be permitted to use T-DX OTF Data to the extent necessary to enable the Client to meet any regulatory obligations under applicable law, but not to distribute T-DX OTF Data.

    The Client agrees that (to the extent it owns any rights to the same) Taurus may possess or use data for any legitimate business purpose. Taurus shall not distribute such data to any third party without the prior written consent of the Client. Taurus will ensure that Member Data is de-identified and aggregated in a manner that does not directly identify or link the Member with any orders or transactions, where such Member Data is used in a data feed or otherwise made available to third parties.

    Section E - Forward Transactions, derivatives and structured products

    27. Scope

    This Section applies to the following transactions (hereinafter the “Transactions”):

    • Forward transactions concerning any types of underlying assets (transferable securities, digital assets, precious metals, commodities, exchange rates, interest rates, indices, etc.);
    • Transactions involving OTC options on any type of underlying assets (transferable securities, digital assets, precious metals, commodities, exchange rates, interest rates, indices, etc.), listed options and warrants, futures, perpetuals, swaps or “Stillhalter” options and any other possible combinations of these financial instruments;
    • Structured or hybrid products, such as guaranteed capital products, performance optimisation products, structured products with participation or investment products with benchmark debtors;
    • Credit derivatives or any other structured credit product.
    28. Relationship between Taurus and the Client

    In principle, Taurus shall act in its own name but on behalf of, and at the risk of, the Client.

    Where the Transactions are executed on over-the-counter (OTC) markets (the “OTC Transactions”), the Client acknowledges and accepts that they may not assert any right against the counterparties with which Taurus handles said Transactions, under the framework contracts that link it with these counterparties. Accordingly, the Client expressly waves the legal transfer of rights provided for by Article 401 of the Swiss Code of Obligations.

    29. Covered writing of options and contracts

    For any covered writing of call options or any selling position in forward contracts, the Client agrees to transfer the title to the underlying assets or entitlement to the corresponding assets/securities to Taurus, as collateral, and authorises Taurus in turn to transfer such title or entitlement to the corresponding assets/securities to its correspondent, counterparty or to the clearing house of the exchange in question. This transfer of title or entitlement shall be valid until the Client’s short call or sell position is closed out. Furthermore, the Client instructs Taurus to confirm delivery of the assets/securities to its counterparty if the option is exercised or the contract stipulates “physical delivery”, or to credit to the buyer’s account the transfer of the assets/securities.

    30. Blocking and margins

    The Client undertakes to continually maintain in their account a level of assets in the form of cash, digital assets or easily tradeable securities, that will enable them to meet the commitments resulting from the orders they submit to Taurus. The Client authorises Taurus to block their assets insofar as necessary until the Transactions are completed.

    Where the Transactions that the Client instructs Taurus to conduct are subject to a margin call (e.g. the purchase or sale of futures contracts or the sale of non-covered call and put options), the Client is required to constitute a margin designed to guarantee the proper execution of their obligations, as resulting from the Transactions that they ask Taurus to execute on their behalf. The required margin level is freely determined by Taurus in accordance with its internal policy on collateral assessment; this may be revised by Taurus at any time in accordance with market developments and/or for regulatory reasons. The Client’s margin may be provided by a pledging of assets to an account or a transfer of assets for security purposes. Taurus may also, at its sole discretion, decide to grant a credit limit to the Client, in the same amount as the margin.

    The Client authorises Taurus to meet any margin calls from its correspondents/counterparties at the start of the Transactions and at any time throughout their duration by debiting the Client’s account.

    Where Taurus believes that the value of the collateral provided as margin is no longer sufficient to cover the Client’s commitments, Taurus is entitled, but has no obligation, to require the Client to reconstitute the margin (margin call). The Client undertakes to respond to any margin call by Taurus, within the given timeframe.

    If the Client does not respond to a margin call by Taurus, Taurus’ claims against the Client in respect of the Transactions will become immediately payable. Taurus may then, at its sole discretion and without advance notice, liquidate in full or in part the Transactions undertaken and/or realise the assets provided by the Client as collateral, in accordance with GTC Art. “Lien and set-off”.

    31. Liquidation of Transactions in progress

    The Client hereby irrevocably authorises Taurus, at any time and without being required to inform the Client in advance, to liquidate all or part of the Transactions in progress, in the following cases:

    • Insufficient Client assets provided as collateral;
    • Failure by the Client to properly respond to a margin call;
    • Breach by the Client of any other obligations with respect to Taurus;
    • Occurrence of early termination with respect to agreements reached between Taurus and its counterparties in relation to the Transactions.

    If Taurus conducts an early liquidation, it will determine a liquidation value for the Transactions, in Swiss francs or any other currencies freely determined by Taurus. The liquidation value corresponds to the replacement value of the Transactions on the early liquidation date, taking into account unsettled amounts due, due by the Client or due to the Client in respect of the Transactions. The liquidation value produces a single obligation settlement amount, due either by the Client or by Taurus. This liquidation amount must be settled within a period of 3 business days starting from its notification to the Client, subject to regulations or agreements reached between Taurus and its counterparties that state a shorter settlement period. Taurus’ rights to compensation are reserved in all cases.

    32. Covered warrants (Stillhalter warrants)

    If the Client instructs Taurus to issue or to have a third party issue options on financial instruments, digital assets or other securities that the Client holds with Taurus or with a third party under the direction of Taurus, the Client accepts that the financial instruments, digital assets or securities in question may be (i) transferred to a blocked safe custody account at Taurus, a central depositary or a third party bank and (ii) pledged in favour of the issuer of the warrant to secure the rights to exercise.

    Subject to the deduction of its commissions and charges, Taurus shall credit the Client’s account with the amounts it receives for issuing the covered warrants, or for selling the underlyings if the warrants are exercised, in proportion to the Client’s participation in the warrants issued.

    33. Special risks

    Forward transactions, derivatives and structured products involve a potential for high risk and/or a complex risk structure.

    The Client may theoretically be exposed to an unlimited risk of loss, depending on the type of transaction performed by the Client. The Client may even be required to inject funds beyond the initial amount of the investment. Such a scenario may occur, for example, in the case of forward transactions, selling uncovered call options or put options.

    To limit the risk of a price drop, the Client may give Taurus a stop-loss instruction, setting the price at which a sell order is triggered. The Client understands that stoploss orders are “at best” orders and that, depending on the circumstances, they might not be executed at the price instructed by the Client. The Client further understands and accepts that under certain circumstances Taurus cannot execute the order at the exact moment the specified price is reached, particularly if the market is illiquid, the electronic system fails and, more generally, in cases of force majeure.

    In addition, the Client may also incur a liquidity risk, in that the situation of the market concerned (imbalance between demand and supply) or regulatory or economic policy reasons (e.g. suspension of activity by a supervisory authority or suspension of activities following a monetary policy decision) may prevent the execution of the Client’s buy, sell or stop-loss orders.

    Where it trades on OTC markets (e.g., typically for digital assets), the Client is subject to specific risks, which result from the following characteristics specific to these markets:

    • Absence of marketability: where the OTC Transactions are concluded off-exchange or not on a trading platform, there is no market to trade the associated contracts; the latter can only in principle be liquidated before the due date by concluding a reverse transaction with the same counterparty; furthermore, the sale or transfer to third parties of the Client’s position resulting from the transaction requires the agreement of all parties;
    • Lack of price transparency: in the absence of trading platforms that set prices, the latter result from agreements reached between the parties to the transaction;
    • Absence of involvement of a central counterparty: the Client incurs a credit risk and an issuer default risk;
    • Mechanisms for the liquidation of obligations stated in the framework contracts between Taurus and its counterparties (netting agreements): these mechanisms accelerate the payability and the offsetting of the rights and obligations of Taurus and of the counterparty concerned if certain events occur (for example the bankruptcy of one of the parties); these mechanisms may result in the early liquidation of certain transactions, at a time that is unfavourable for the Client.

    The Client confirms that they understand and accept these risks.

    Section F - Miscellaneous provisions

    34. Taurus’ duty of care

    Taurus shall conduct any conversions, account transfers or trading for the Client in Digital Assets with due care.

    Taurus does not provide any guarantee regarding the rating of any digital assets bought via its trading service and/or T-DX OTF. Taurus disclaims in particular all responsibilities to the fullest extent if a digital assets purchased via Taurus is then associated ex-post with any criminal and/or fraudulent activites.

    35. Fees and remuneration

    Taurus is entitled to debit from any account and/or transaction of the Client the relevant transaction settlement amounts as well as any fees, commissions and costs pursuant to these Digital Assets Trading Terms and Conditions or agreed with the Client. In particular, third-party brokerage fees, exchange fees, bank custody and administration fees, stamp duties, taxes, blockchain network and transaction fees, etc. may be charged separately on top of Taurus fees and/or mark-up.

    Taurus reserves the right to adjust and amend the fee schedules at any time, including due to changes in market conditions or costs. Changes will be communicated to the Client by appropriate means, including as set forth in GTC Art. “Communications and associated risks”, and will take effect 30 days from the date of notification by Taurus unless otherwise specified by Taurus.

    36. Severability

    If any provision of these Digital Assets Trading Terms and Conditions is or becomes invalid or unenforceable, the remaining provisions shall continue to be binding.

    37. Amendments to the Digital Assets Trading Terms and Conditions

    Taurus is entitled to amend and modify these Digital Assets Trading Terms and Conditions at any time. The Client will be notified in advance of any amendments by appropriate means, including as set forth in GTC Art. “Communications and associated risks”, and such amendments are deemed approved if the Client does not submit an objection within 30 days of the date of the amendment.

    The currently valid version of the Digital Assets Trading Terms and Conditions, as amended from time to time, can be accessed on Taurus website.



    IV. Staking terms and conditions

    STAKING IS SUITABLE FOR INVESTORS WITH KNOWLEDGE AND / OR EXPERIENCE IN DIGITAL ASSETS. STAKING IS SUBJECT TO SPECIAL RISKS AND CONSTRAINTS, SUCH AS LOCKUP PERIODS, SLASHING, ETC. PLEASE READ CAREFULLY THOSE TERMS AND CONDITIONS AND THE RISK DISCLOSURE DOCUMENT ABOUT DIGITAL ASSETS AND STAKING.

    1. Purpose and Scope of Application

    Taurus SA (“Taurus”) may provide a range of services to its clients that relate to the staking of digital assets registered on a distributed ledger or another digital, distributed ledger or based on similar technology (collectively “Staking Services”).

    These terms and conditions (the “Terms and Conditions for Staking”) govern the access and use by the client (the “Client” or “you”) or its authorised representatives of the Staking Services of Taurus SA (“Taurus”).

    The Terms and Conditions for Staking form an integral part of the contractual relationship between the Client and Taurus and apply together with and in addition to the general terms and conditions (the “GTC”), the custody regulations (the “Custody Regulations”), the risk disclosure document “Risks involved in trading, custody and staking of digital assets” and any other terms and conditions of Taurus, subject to any special agreements between the Client and Taurus.

    Capitalized terms used, but not otherwise defined, in these Terms and Conditions for Staking shall have the meanings ascribed to them in the GTC, the Custody Regulations, the disclosure document Special Risks in Digital Assets and any other terms and conditions of Taurus.

    Taurus reserves the right to adjust and amend these Terms and Conditions at any time and to communicate such changes to the Client in accordance with the GTC.

    2. Staking Services

    Taurus may offer its clients services which allow them to participate in the consensus process of a proof-of-stake (“PoS”) distributed ledger protocol.

    Holders of PoS digital assets (“Digital Assets”) may contribute to the integrity and stability of the protocol’s underlying distributed ledger by locking, also referred to as bonding, their Digital Assets (“Staked Digital Assets”) to validate, propose, sign, vote on and/or attest blocks in a PoS distributed ledger protocol (“Staking”). To perform Staking, it is necessary to run a node software based on the distributed ledger protocol. Node software operators are, depending on the individual PoS distributed ledger protocol, referred to as “validators”, “stakers”, “bakers”, “stake pool operators”, or “collators” (henceforth referred to as “Validators”).

    Depending on the individual PoS distributed ledger protocol, holders of Digital Assets can delegate or nominate Staking to Validators, which are selected according to the rules of the PoS distributed ledger protocol. In return for the Staking of Digital Assets, Validators may receive a compensation paid out or distributed to them by the distributed ledger protocol (“Rewards”).

    3. Staking Setup and Operations

    The Client instructs and engages Taurus to perform, on its behalf and for its account, Staking Services for PoS distributed ledger protocols that are part of Taurus’ Staking Services offering, as specified in the Annex.

    The Staking Services may comprise one or several of the following services:

    • the provision and operation of the required hardware and software infrastructure to participate in the consensus process of the PoS distributed ledger protocol as a Validator;
    • the maintenance of the protocol and software versions;
    • the provision of administrative custodial services, such as staking, unstaking and claiming, if any, and collecting the Client’s Rewards and forwarding them to the Client’s account at Taurus.

    The Client acknowledges and agrees that he/she/it has no say with respect to the setup, operations, and maintenance of the Validators and/or the Staking Services. Taurus may deploy and run its own Validators or use third-party Validators.

    4. Staking and Unstaking

    The Client may request Taurus, depending on the PoS distributed ledger protocol, to delegate or deposit Digital Assets to (“Staking request”) or to undelegate or withdraw the Staked Digital Assets from the protocol (“Unstaking request”).

    The Client acknowledges and agrees that the request shall only be deemed to be executed upon confirmation of receipt by Taurus.

    Taurus shall execute Staking and Unstaking requests within a reasonable time within Swiss business hours. The Client acknowledges and agrees that Staking and Unstaking requests are only possible within Taurus Opening Hours as set out in the GTC. Staking and Unstaking requests are subject to the, at any time applicable, additional rules and procedures of the distributed ledger protocol, especially the Lockup Periods specified in Section 7.

    Taurus expressively reserves the right to set and adjust, at any time, the minimum balance of Digital Assets that must be staked at all times during the provision of Staking Services (“Minimum Balance”), the initial minimum Staking order size (“Initial Minimum Order Size”) as well as the minimum Staking quantity to additionally delegate or deposit Digital Assets to and the minimum Staking amount to undelegate or withdraw Staked Digital Assets from the PoS distributed ledger protocol (“Additional Minimum Order Size”). Minimum Balance, Initial Minimum Order Size and Additional Minimum Order Size are specified in the Annex if applicable.

    5. Maintenance

    Should Taurus become aware of any threat to security, including imminent distributed ledger network forks, it reserves the right, but has no obligation, to suspend or refuse the provision of Staking Services at any time until the threat in question has been resolved. Taurus shall neither be liable for any loss or damage suffered because of such suspension or refusal if it has exercised reasonable care.

    Taurus further reserves the right to modify, suspend, or discontinue the Staking Services and/or change the technical means of how the Staked Digital Assets are stored due to necessary operational or technical maintenance at any time with or without notice to the Client, and Taurus shall not be liable to the Client or to any third party if it exercises such right.

    6. Custody of Staked Digital Assets

    Taurus holds Staked Digital Assets of Clients in Separated Custody on segregated distributed ledger addresses. The Client acknowledges and agrees that the custody of Staked Digital Assets may, depending on the PoS distributed ledger protocol, be subject to Lockup Periods and Slashing according to Section 7.

    7. Lockup and Slashing

    Taurus complies with any instruction by the Client within reasonable time, insofar as operationally and technically possible as well as permissible within the boundaries of the rules and procedures of the specific distributed ledger protocol (especially with regards to Lockup Periods and Slashing) as well as within the applicable laws and regulations, contractual provisions and Taurus’ internal rules and policies.

    The Client is aware that distributed ledger protocols may be subject to Lockup Periods which may govern the minimum and/or maximum duration or a defined termination date of the Staking Services (“Lockup Periods”). The Client acknowledges and agrees that, during a Lockup Period, Unstaking requests with respect to the Staked Digital Assets or a termination of the Staking Services are not possible. The Lockup Periods, if any, are specified in the respective Annex.

    Some PoS distributed ledger protocols may also include negative incentive mechanisms, in contrast to the Rewards mechanism, which consist of enforcing a penalty against Validators that are inactive, fraudulent, or otherwise act against the rules and procedures of the PoS distributed ledger protocol (“Slashing”). Staked Digital Assets that are subject to Slashing are typically burned and thus become inaccessible to network participants. The Client understands that (i) all or part of the Staked Digital Assets may be slashed by the PoS distributed ledger protocol and are thus at full or partial risk of loss and (ii) the Client bears said economic and financial risk.

    Taurus has no influence over the Lockup Periods or Slashing mechanisms defined by a PoS distributed ledger protocol and, if it has exercised reasonable care, therefore excludes all liabilities thereof as permitted by law.

    8. Rewards

    Rewards consist of (i) newly generated Digital Assets distributed by a PoS distributed ledger protocol for performing distributed ledger validation tasks, which may include validating transactions, collecting and bundling transactions into blocks, proposing, signing, voting on and/or attesting blocks as well as protocol-related governance tasks, and/or (ii) Digital Assets paid by PoS distributed ledger protocol users in the form of transaction fees.

    The amount and payout frequency of the Rewards usually depend on the Validator’s stake size, the actual successful participation in the consensus mechanism and the total amount of Staked Digital Assets in the protocol as well as other factors defined by the specific PoS distributed ledger protocol. Rewards are distributed by the distributed ledger protocol to the Validators, subject to their claiming. The Rewards may also be subject to a separate Lockup Period specified by the respective PoS distributed ledger protocol.

    The amount of the Rewards earned during the provision of Staking Services is based on various factors, which are internal and/or external to the protocol and may change over time. As the payment of Rewards may depend on factors defined by the distributed ledger protocol, over which Taurus has no control, the Client acknowledges and agrees that the payment of Rewards cannot be guaranteed and therefore is not owed by Taurus to the Client.

    The Client is not entitled to the Rewards and/or their payment until forwarded and booked to the Client’s account at Taurus. Following the claiming, if any, collection and receipt of the Rewards by Taurus, Taurus will book the Rewards to the Client’s account within a reasonable time, taking into account operational care and efficiency.

    Unless otherwise stated in the Annex, the Client acknowledges and agrees that Rewards earned are not subject to automatic staking by Taurus, also referred to as “re-staking”. If the Client wishes to re-stake such Rewards, a separate expressly stated Staking order must be placed with Taurus in accordance with Section 4.

    9. Remuneration

    Taurus shall receive a pro-rata Remuneration in the form of a percentage of the Client’s Rewards earned or in any other protocol-specific form (including VAT, if applicable), as further specified in the Taurus price schedule, unless otherwise agreed in written form (“Remuneration”).

    Where applicable, the Client acknowledges and agrees that Taurus shall have a claim against the Client for the Remuneration. Unless otherwise stated in the Annex, the Remuneration is payable in the Digital Assets of the respective PoS distributed ledger protocol. It is at Taurus’ sole discretion to invoice the Remuneration either in fiat currencies or Digital Assets.

    The Client hereby authorizes Taurus to debit periodically and automatically the Remuneration from the Client’s account and/or to offset the Remuneration with any claims by the Client against Taurus. The Client shall receive a debit confirmation.

    10. Digital Asset Events

    Taurus is neither obliged to monitor and has no duty to inform the Client about Digital Asset Events, the exercise of governance tasks in a protocol or distributed ledger community vote, or any other relevant distributed ledger event or action with regards to Staked Digital Assets.

    By using the Staking Services, the Client acknowledges and agrees that it cannot take any actions with regard to Staked Digital Assets in the context of Digital Asset Events. Clients shall refer to the GTC for further information on Digital Asset Events.

    11. Risk Disclosure

    Staking and the use of Staking Services by the Client involve risks. The Client confirms to have read and understood the brochure “Risks involved in trading, custody and staking of digital assets” that Taurus makes available to its clients on its website legal.taurushq.com. The Client acknowledges and accepts that Digital Assets may be highly volatile or/and inflationary and that their markets may be illiquid, with the risk being that the value of the Digital Assets may decrease significantly or that the Digital Assets may even become completely worthless. Usually, Digital Assets are neither guaranteed nor backed by either a particular nation, institution, company, individual, Taurus, or any other mechanism.

    There may be general security vulnerabilities or human-related errors (e.g., cyber-attacks, fraud), internet or telecommunications infrastructure irregularities or failures, which may cause Taurus to be unable to provide the Staking Services to the Client. Furthermore, protocol-specific risks, such as coding errors and forks, may occur leading to a non-usability of the distributed ledger protocol and related protocols and software. There may also be Validator-specific risks, such as that the Staked Digital Assets are temporarily or permanently not selected for block production, or that a Rewards cycle is missed out for operational or technical reasons and therefore no Rewards are paid out to the Validator, or that the Staked Digital Assets are subject to Slashing in part or whole by the decentralized protocol.

    Furthermore, Staking Services are unregulated in some jurisdictions and/or their legal and regulatory qualification may be uncertain. Staking Services may be subject to regulatory actions, changing legislation or changing practice with respect to existing legislation in the future.

    The risks mentioned are not exhaustive and, to the extent they are outside of Taurus’ control, Taurus excludes all liability as permitted by applicable law.

    12. Limitation of Liability

    Taurus’s obligation towards the Client consists in the due performance of its services and contractual duties in accordance with the standard of care, customary in Swiss banking practice or as otherwise specified in these Terms and Conditions for Staking, the Custody Regulations and/or the GTC. Any liability of Taurus for any loss or damage suffered in the absence of any breach by Taurus of its applicable duty of care is excluded.

    In addition, the liability is also excluded (regardless of any breach of the applicable duty of care) where explicitly stated in these Terms and Conditions for Staking. In the event of a loss or damage due to a breach by Taurus of its applicable duty of care, Taurus shall only be liable for direct losses caused with intent or gross negligence. Any liability of Taurus for indirect or consequential losses (including loss of profit, loss of data, loss of revenue, or missing of other opportunities) is excluded.

    Taurus is not liable for any loss or damage due to events or the materialization of risks outside its sphere of influence nor for any loss or damage caused or increased by the Client, in particular due to any failure on the part of the Client to take measures to avoid, mitigate or reduce any loss or damage. In particular, Taurus is not liable for the success of the Staking Services or any loss of the Staked Digital Assets due to circumstances that are outside of Taurus’ control. All liability for technical communication errors caused by interruptions outside of Taurus’ control, or for the incorrect, erroneous, incomplete, or delayed order transmission shall be excluded. In addition, Taurus waives all liability caused by the unavailability of the Client.

    The Client agrees and acknowledges that Taurus does not provide any guarantee or warranty that the Client will receive any Staking Rewards. Furthermore, the applicable percentage of the Staking Rewards is an estimate only and does not constitute a guarantee, warranty or representation of any sort and that this may change at any time in Taurus’s full discretion and may be less than the actual Staking Rewards Taurus receives from the Staking Protocol. Taurus makes no representations, warranties or guarantees that any particular Digital Assets will be available for staking continuously.

    13. Representations and Warranties

    The Client confirms that it uses the Staking Services based on its own analysis and initiative. The Client further confirms that it has not been advised in any way by Taurus with respect to the Staking Services or the Staked Digital Assets. By using Taurus’s Staking Services, the Client acknowledges and accepts the risks described in the Terms and Conditions for Staking and agrees to comply with the Terms and Conditions for Staking. Clients that do not understand the Terms and Conditions for Staking should retain competent counsel or refrain from engaging in activities involving Staking Services. The Client acknowledges and agrees that Staking Services are provided for the Client’s account and risk and that Taurus cannot guarantee that the Client will receive any Rewards.

    The Client represents and warrants to be familiar with the functioning and risks of PoS distributed ledger protocols and the Staking Services.

    14. Cooperation with Third Parties

    Taurus shall have the right to delegate the provision of all or certain functions of the Staking Services to third parties. Taurus excludes all liability as permitted by applicable law in relation to the functions performed by such third parties.

    15. Potential Conflict of Interest

    The Client acknowledges and agrees that Taurus, its associated or affiliated companies, or any of its directors or employees, shall be entitled at any time to buy, sell, hold, or stake Digital Assets or interact in other capacities with the underlying network protocol for their own account.

    It is the Client’s sole and full responsibility to be informed about and to comply with the applicable laws and regulations. Taurus expressly points out that no investment, legal or tax advice in connection with the Staking Services has been or will be provided.

    The Client acknowledges and agrees that Taurus shall have no responsibility for tax reporting, withholding, or filing of any tax-related information, disclosures or declarations with any tax or revenue authority. The tax treatment of Staking Rewards is uncertain, and it is your responsibility to determine what taxes if any, arise from using the Staking Services. The Client is solely responsible for reporting and paying any applicable taxes arising from staking through the Staking Services and all related transactions (e.g., any exchange or sale of your staked Digital Assets), and acknowledge that Taurus does not provide investment, legal, or tax advice to the Client in connection with such election to participate. The Client should conduct his/her/its own due diligence and consult his/her/its advisors before making any investment decision including whether to participate in staking and related transactions.

    17. Amendments

    Taurus is entitled to amend and modify these Staking Trading Terms and Conditions at any time. The Client will be notified of any amendments by appropriate means, including as set forth in GTC Art. “Communications and associated risks”, and such amendments are deemed approved if the Client does not submit an objection within 30 days of the date of the amendment.

    The currently valid version of these Staking Terms and Conditions, as amended from time to time, can be accessed on Taurus website.

    18. Severability Clause

    If any provision of these Staking Terms and Conditions is held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect. This shall also apply if an individual clause cannot be implemented for legal or regulatory reasons. If such a case should occur, the Parties shall agree upon a new effective clause that is as economically comparable as possible to the clause concerned.

    19. Force Majeure

    In case of a force majeure event, the Parties shall mutually agree on any special measures required to deal with the situation appropriately. This shall apply particularly in the case of unrest, revolution, war, pandemic situations, natural disasters and chemical or nuclear contamination affecting Taurus or the Staking Services.

    20. Confidentiality

    The Client shall be obliged to keep confidential any information which is not publicly known regarding the Staking Services and its processes.

    The Client acknowledges and agrees that in connection with the fulfilment of legal and regulatory obligations, and to the extent required, Taurus may disclose and or transmit data relating to the Client to a court, regulatory or tax authorities, internal and external auditors, advisory or law firms commissioned by Taurus, and third parties in accordance with Section 14 and in accordance with the GTC.

    The Client acknowledges and agrees that its name, address, and payments owed to Taurus may be shared with third parties that carry out or support Taurus’s invoicing, dunning and debt collection.

    21. Duration and Termination

    These Staking Terms and Conditions shall remain in force for an unlimited period and may be terminated by either Party with immediate effect, but within the boundaries of the Lockup Period of the individual PoS distributed ledger protocol, Taurus Opening Hours set out in the GTC and within a reasonable time, taking into account operational care and efficiency, as well as subject to deviating provisions in the Annexes. No termination reason must be specified.

    Taurus expressly reserves the right to immediately terminate the Staking Services, or to liquidate, surrender, or transfer the Digital Assets, whether staked or not, if the Client is subject to legal or regulatory proceeding(s) and/or if the regulatory environment is subject to changes that may risk, in Taurus’ reasonable discretion, to cause Taurus to violate applicable laws and regulations in the continued performance of the Staking Services.

    Taurus has the right to terminate the Staking Services for any Digital Assets or modify the terms and conditions of Staking Services at its sole discretion.

    22. Governing Law and Jurisdiction

    These Staking Terms and Conditions shall be governed by and construed in accordance with the substantive laws of Switzerland, to the exclusion of the principles of conflicts of laws thereof. Exclusive jurisdiction for any dispute or controversy deriving from or connected to the Staking Terms and Conditions shall be submitted to the exclusive jurisdiction and competence of the courts of Geneva (Canton of Geneva, Switzerland).

    Annex: Staking Factsheets

    CARDANO
    Type of staking service

    Direct custodial staking
    Possibility to unstake assets

    Yes, at any time
    Accrual of first reward

    25 days, i.e. 20 days to be approved and then another 5 days (1 epoch) for the first cycle to complete before rewards begin to accumulate
    Minimum to stake 1 ADA, unless validator states otherwise
    Risks

    No assets slashing
    Cosmos
    Type of staking service

    Direct custodial staking
    Possibility to unstake assets

    Yes - 21 days cooldown period
    Accrual of first reward

    Around 1 day, unless validator states otherwise
    Minimum to stake 1 ATOM, unless validator states otherwise
    Risks

    slashing
    ETHEREUM
    Type of staking service

    Direct custodial staking
    Possibility to unstake assets

    Withdrawal time varies on queue, typically several days
    Accrual of first reward

    Up to 5 days. The Ethereum network has a queue time for validators to become active. This time can vary depending on how many validators are in the queue.
    Minimum to stake multiple of 32 ETH
    Risks

    Penalty risk in case of incorrect attestation and/or inactivity

    Slashing risk in case of signing of 2 different blocks for the same slot, signing an attestation that surrounds another one and/or signing 2 attestations with the same target
    NEAR
    Type of staking service

    Direct custodial staking
    Possibility to unstake assets

    Yes - 3 epochs (up to 72 hours)
    Accrual of first reward

    1 epoch (12 to 24 hours)
    Minimum to stake 1 NEAR, unless validator states otherwise
    Risks

    Rewards halting
    Polkadot
    Type of staking service

    Direct custodial staking
    Possibility to unstake assets

    Yes - 28 days cooldown period
    Accrual of first reward

    1 era (24 hours)
    Minimum to stake 1 DOT - may vary based on network conditions
    Risks

    Asset slashing and rewards slashing
    SOLANA
    Type of staking service

    Direct custodial staking
    Possibility to unstake assets

    2-6 days cooldown period
    Accrual of first reward

    Warmup period: typically 2 epochs (between 4 and 6 days, i.e. 2 x 2.5 days)
    Minimum to stake 1 SOL, unless validator states otherwise
    Risks

    No assets slashing
    TEZOS
    Type of staking service

    Direct custodial staking
    Possibility to unstake assets

    Yes, at any time
    Accrual of first reward

    34 days to 37 days (= 12 cycles)
    Minimum to stake 1 XTZ, unless validator states otherwise
    Risks

    No assets slashing


    V. Electronic access terms and conditions

    1. Purpose and scope of application

    These terms and conditions (the “Electronic access terms and conditions”) govern the access and use by the client (the “Client”) or its authorised representatives of the electronic services, platforms and functions (“Electronic Access”) provided by Taurus SA (“Taurus”).

    The Electronic access terms and conditions form an integral part of the contractual relationship between the Client and Taurus and apply together with and in addition to any other terms and conditions of Taurus.

    2. Electronic Services

    Taurus offers the possibility to access some of its services via several electronic channels and applications (“Electronic Services”), such as:

    1. The Taurus web and mobile applications (the “Platform”);

    2. Electronic interfaces and protocols, such as Application Programming Interfaces (“APIs”) and the FIX protocol;

    3. Electronic communication channels, such as emails, and chat/messaging systems.

    Taurus reserves the right to adjust and amend the scope of its electronic service offering as well as individual services or functions at any time in its discretion.

    3. Access to Electronic Services

    Taurus grants Electronic Access to the Client or its authorised representatives upon authentication by means of the following factors and mechanisms, as amended or modified from time to time:

    • a unique login or user identification number (“username”);

    • a personal password (numbers, letters, special characters and combinations thereof);

    • a second factor authentication (“2FA”), e.g. entry of a code received via text message, e-mail and/or smartphone authentication application (e.g., Google Authenticator).

    4. Authentification

    Any person logging onto the system by entering the correct username, personal password and 2FA or identifying himself/herself by telephone or visioconference to Taurus as an account authorised person shall have access to Taurus’ electronic transaction systems and other services provided by Taurus.

    The Client is required to activate his/her 2FA authentication before to perform sensitive transactions such as trading and withdrawals. Moreover, the Client is strongly advised to (1) save in a safe place his/her 2FA recovery codes, (2) set his/her secret question/answer and (3) set his/her communication secret.

    The Client is advised to change the password regularly and to keep it in a safe place.

    The Client shall bear sole responsibility for any consequences of the loss or misuse of his/her username, password, 2FA and/or e-mail. Taurus shall not be liable for any damage resulting from the loss or misuse of the username, password, 2FA and/or e-mail. With the exception of gross negligence on the part of Taurus, any loss or damage arising from invalidity or undiscovered fraud shall be borne fully and solely by the Client. The Client undertakes to inform Taurus immediately if the account needs to be blocked or the username and/or password need to be blocked or replaced. At its discretion Taurus may likewise introduce and require additional levels of identification, for all or some of its services.

    Taurus declines full responsibility to recover the account access if the Client loses and/or forget his/her username, password, 2FA and secret answer.

    5. Irrevocable entitlement

    Any person verifying his/her identity in accordance with the above provisions shall irrefutably be considered entitled to use Taurus’ services on the Client’s behalf. Taurus shall be entitled to assume that orders and instructions arising in this manner have been duly approved and issued by the Client and/or other authorised persons.

    6. Data protection and professional secrecy

    In the context of Electronic Access, data related to the business relationship between the Client and Taurus, including data identifying or allowing to identify the Client, (“Client Data”) or other data may be transmitted via open or shared networks and infrastructures (e.g. the Internet, mobile communications infrastructures). This may result in such data being transmitted across borders or processed outside of Switzerland by third parties without the possibility for Taurus to monitor or control such activities, including in the case of data transmissions where the sender and recipient are located in Switzerland. While individual data packets are transmitted in encrypted form, the identities of the sender and recipient are generally unencrypted. As a consequence, third parties may be able to conclude that the Client maintains a business relationship with Taurus or a payment relationship with a beneficiary or draw further conclusions based on data analysis.

    The Client acknowledges that Taurus may process and transmit Client Data and other data as set forth above or as otherwise required or considered useful by Taurus for or in relation to the provision of Electronic Financial Services or functions or for security purposes. To this extent, the Client releases Taurus, its governing bodies, employees and agents from applicable duties of confidentiality and in particular waives bank client confidentiality.

    See further in particular articles in relation “Communications and associated risks”, “Outsourcing”, “Client confidentiality” and “Data protection” in the respective terms and conditions.

    7. Compliance with laws; cross-border use of Electronic Access

    Any person having successfully passed the authentication process is deemed to be a legitimate user (“User”) with the right to use Electronic Services. Within the framework and scope of the Electronic Services selected by the Client from time to time, the User may in particular access and dispose over the accounts or custody accounts of the Client, issue orders or instructions as well as request, receive and accept information and communications by Taurus without further verification of its eligibility and, if different from the Client, irrespective of the User’s legal relationship with the Client or its corporate powers with respect to the Client.

    Thus the User has all the rights which are technically offered by the Electronic Services.

    The Client unconditionally accepts to be bound by any acts, including all transactions on its accounts or with respect to Digital Assets held by Taurus in Digital Asset Custody Storage (as defined in the Custody Regulations), carried out by a User through the use of Electronic Access. All orders, instructions and communications received by Taurus from a User through Electronic Access are deemed to have been issued and authorised by the Client or its authorised representatives.

    Taurus may in its discretion verify the identity of a User by means outside the Electronic Access authentication process (e.g. by phone), and may refuse or block access to Electronic Access, whether outright or with respect to specific services or functions, or refuse the acceptance or execution of orders or instructions issued via Electronic Access, without giving any reason, including as further specified, in particular, in the GTC; see GTC Art. “Execution of instructions and orders” and “Payments, deposits, withdrawals and acceptances of assets”.

    8. Access from outside of Switzerland

    The use of Electronic Access by the Client from outside of Switzerland may, under certain circumstances, constitute an infringement of foreign laws or a violation of import and export restrictions, e.g. those governing encryption algorithms or other types of software.

    The Client is responsible for ongoing compliance with applicable statutory law and any other applicable legal provisions and regulations with respect to its use of Electronic Access, and shall bear any loss or damage as well as indemnify and hold harmless Taurus for any loss or damage incurred by it as a result of or in connection with any non-compliance by the Client.

    9. Blocking access

    The Client may at any time request Taurus to block the Client’s account with immediate effect. Such a block can only be revoked by the Client in writing or via an identification. Taurus reserves the right to block the Client’s access via the Internet or by telephone at any time, without explanation and without notice, to the extent it deems such a block appropriate. Costs may apply.

    After a certain blocking period, Taurus has the right to delete Electronic Access.

    10. Correspondence

    Taurus may in its discretion send or make available communications of all kinds, including any correspondence, trading, exchange or payment confirmations and account statements, security recommendations, event notifications, confirmations of appointment requests, publications as well as general and personalised product and service information, to the Client in electronic form through Electronic Access or by email.

    Any such communications can be accessed and/or downloaded by the Client within Electronic Access. Upon expiry of a time period of one year as of the date of a communication, Taurus is entitled, in its discretion, to delete or disable access to and/or download of such communication by the Client within Electronic Access even if marked unread.

    11. Electronic signature

    The Client and Taurus agree to use electronic records and signatures. The Client and Taurus expressly agree that any contracts and any transaction documents between both parties may be validly concluded by means of electronic signature process in accordance with the Swiss Federal law on Electronic Signature dated 18 March 2016 or equivalent (for example, Regulation (EU) No. 910/2014). In particular, the Client expressly agrees that the qualified electronic signature as defined in Art. 2 lit. (e) of said law is not necessary and that simple and advanced signature processes as defined in Art. 2 lit. (a), (b) and (c) of said law are valid. For the sake of clarity, electronic signatures using tools such as DocuSign, HelloSign, Adobe Sign or any other similar electronic signatures are considered valid. At its sole discretion, Taurus may require that any contract or document be hand-signed by the Client.

    Any amendments or any transactions signed electronically are exclusively stored in electronic format by Taurus.

    12. License to use the Platform, APIs and services

    Subject to these Terms, Taurus grants the Client a non-exclusive, non-transferable, personal licence during the term of these Terms to use, and to allow its Authorised Users to use, but not modify the Taurus platform, APIs and/or the Services on its own account as principal. All rights not expressly granted herein are reserved by Taurus. The Client acknowledges and agrees that all intellectual property rights, copyrights in and to the Taurus platform, softwares (including partial or complete source codes), website, APIs and/or the Services, as applicable, including any trademarks, belong to Taurus or its licensors and are protected by law.

    13. Obligations of users

    Except as may be allowed by any applicable law which is incapable of exclusion by agreement between Taurus and the Client and except to the extent expressly permitted under these Terms, the User shall not:

    1. access the Taurus electronic platform or Services through automated means except via API or FIX protocol;

    2. develop applications using the Taurus platform, Website, API or the Services without Taurus’ written consent;

    3. do anything that could overburden or impair the functionality of, or put undue strain on the Taurus platform, Website, API or the Services, including through denial of service, distributed denial of service or other attacks;

    4. breach nor permit any third party to breach or attempt to breach any security measures used in connection with the Taurus platform, Website, API or the Services;

    5. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit, or distribute all or any portion of the API, the Website and/or the Taurus platform (as applicable) in any form or media or by any means;

    6. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Taurus platform, the Website or the API;

    7. access all or any part of the Services, Website, API and/or Taurus platform in order to build a product or service which competes with the Services, Website and/or Taurus platform;

    8. license, sell, rent, lease, transfer, assign, distribute, disclose, or otherwise commercially exploit or make the Services, API and/or Taurus platform available to any third party;

    9. attempt to obtain, or assist third parties in obtaining, access to the Services, Website and/or Taurus platform, other than as provided under these Terms; or

    10. more generally, to use Taurus platform, the Website, the Services or the API in a manner contrary to the law, to the contract or to usual use.

    The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, Website, API and/or the Taurus platform through its Account and, in the event of any such unauthorised access or use, promptly notify Taurus.

    14. Security and risks

    Taurus operates its Electronic Access systems and provides the Electronic Access services and functions pursuant to the standard of due care customary in Swiss banking practice, including customary measures to identify, prevent or mitigate fraudulent activities.

    The use of the Electronic Access by the Client or any authorised representative or User entails various risks outside the sphere of influence of Taurus which may result in loss or damages. The Client acknowledges and accepts such risks, in particular and without limitation the following:

    1. Third parties may gain undetected access to the computer while Electronic Access services and functions are being used and may use the system in an unauthorised manner or for fraudulent purposes. In particular, software and devices used by the Client for access to Electronic Access may have security flaws that may enable or facilitate such activities;

    2. Insufficient familiarity with systems and lack or insufficiency of security precautions on end-user devices (e.g. saving data with insufficient protection on hard drives, file transfers, information left on the screen, etc.) can enable or facilitate unauthorised access;

    3. Network providers (e.g. internet service providers, telecommunications providers) may not have taken appropriate and state-of-the-art security precautions to protect the Client. Furthermore, they may have the possibility to profile user behaviour and may be able to infer when and with whom a user makes interacts;

    4. Interactions with the Electronic Access systems of Taurus may be subject to transmission errors, technical defects, systems overload, interruptions (including due to maintenance work), malfunctions, or illegal access or malicious blocking of telecommunications infrastructure or networks due or owing to inadequacies on the part of the telecommunications infrastructure and network providers or otherwise outside the sphere of influence of Taurus;

    5. Viruses and the like may spread to a computer when it connects to an external server for a network;

    6. The deposits and/or withdrawals of digital assets to the wrong distributed ledger address leads to a total and irremediable loss of funds.

    The Client shall implement and maintain, and shall procure that its authorised representatives or other Users implement and maintain, with due care all appropriate security precautions with respect to Electronic Access and shall regularly update and protect the devices, systems, software and networks on its end, as applicable, against electronic attacks and unauthorised use, including by installing appropriate security software obtained from trustworthy sources.

    Even with state-of-the-art security precautions on the part of the Client, absolute security cannot be guaranteed. The devices, systems, software and networks on the Client’s end are outside Taurus’ sphere of influence and may constitute a weak point in the system susceptible to abuse by unauthorised third parties.

    Undertaking trades on an electronic trading system will expose the Client to the technical risks associated with the particular trading system, including the failure of software, hardware or connectivity issues. Neither Taurus nor its Affiliates shall be responsible nor shall have any liability to the Client or its Authorised Users for such failures or any related losses.

    15. Liability of Taurus

    Taurus’ obligation towards the Client consists in due performance of its services and contractual duties in accordance with the standard of care customary in Swiss banking practice or as otherwise specified in these Electronic Access Terms and Conditions, the Custody Regulations and/or the applicable terms and conditions.

    In addition to the Art. “Liability of Taurus” in applicable terms and conditions, Taurus reserves the right to interrupt Electronic Services at any time in its discretion, in particular if it considers such measures to be required or beneficial for the protection of the Client. Taurus accepts no liability for any damages incurred as a result of such service interruptions.

    16. Termination

    Apart from the cases provided for in Art. “Blocking access” above, Electronic Access can only be terminated together with the entire business relationship between Taurus and the Client.

    The Client is required to download and save, prior to the effectiveness of termination, any communications, documents and data stored on the Electronic Access systems that it wishes or is obliged to retain. Any subsequent requests for such communications, documents or data by the Client are subject to availability in accordance with Taurus’ data retention policy. Any costs incurred by Taurus in connection with data retrieval, transfer and related activities (including costs of third party service providers) must be borne by the Client.

    17. Severability

    If any provision of these Electronic Access Terms and Conditions is or becomes invalid or unenforceable, the remaining provisions shall continue to be binding.

    18. Amendments to the terms and conditions for Electronic Access

    Taurus is entitled to amend and modify these Electronic Access Terms and Conditions and any related guidelines at any time. The Client will be notified in advance of any amendment by appropriate means, and such amendment is deemed approved if the Client does not submit an objection within 30 days of the date of the amendment. In any case, the amendment will be deemed approved with the next use of Electronic Access by the Client.

    The version of the Electronic Access Terms and Conditions currently in force is the one published on the Taurus legal website at legal.taurushq.com.

    Important risk and regulatory disclosure→