1. Purpose and scope of application
These custody regulations (the “Custody Regulations”) govern the custody and administration of claims, property, digital 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:
Digital assets, including payment tokens (incl. crypto-currencies), utility tokens, asset/security tokens (incl. tokenized securities) and hybrid tokens as per FINMA definition;
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), 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 digital 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 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, 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 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, Digital Assets qualifying as or representing securities (e.g. tokenized 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.
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 (a) with 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).
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.
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:
collecting interest, dividends and principal amounts as well as any other distributions due for payment;
monitoring drawings as well as redemption, conversion, subscription and similar rights using available sources of information customary in Swiss banking practice;
processing proxy voting;
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:
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.
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.
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.
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. Staking and baking
Taurus may offer the possibility to the Client to “stake” part or all its digital assets, to one or several validators/bakers operated by third-parties or by Taurus itself, for the purpose of earning “staking rewards”. In order to benefit from this service, the Client agrees with the “Terms and conditions for Taurus-STAKING”. It is understood that Taurus will not stake/unstake the Client’s digital assets, unless instructed by the Client to do so. Taurus may, at its sole discretion, refuse to offer this service.
17. Common terms regarding Digital Asset Custody Storage and measures taken by Taurus
Digital Asset Custody Storage is established and maintained on (a) a per-client segregated basis (i.e. the Client is issued one or several individual distributed ledger addresses administered and controlled by Taurus) or on (b) a pooled basis (i.e. Digital Assets held by different Clients are stored on the same/shared distributed ledger addresses administered and controlled by Taurus).
As a general principle, “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 in any of the forms listed in Custody Regulations Art. “Characteristics of custody”. 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:
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;
data theft, including hardware theft by physical intrusion;
loss of data;
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.
18. Characteristics of custody
The private keys to control digital assets are held in hardware security modules that are connected to the Internet or other public networks for the purpose of storing the private keys enabling the access to and disposition over the relevant distributed ledger addresses for the Digital Assets of the Client. Taurus may operate the hardware used for storage itself or outsource such operation to third parties in accordance with the GTC; see Art. “Outsourcing”.
Taurus issues a distributed ledger address to the Client to be used for transfers of Digital Assets into storage. Transactions concerning Digital Assets typically require digital signatures by at least two Taurus operators, subject to exceptions for transactions in minor amounts as determined by Taurus from time to time in its discretion and communicated to the Client by appropriate means, including as set forth in the GTC (see GTC Art. “Communications and associated risks”).
Any instructions to transfer Digital Assets into Digital Asset Custody Storage or from one form of Digital Asset Custody Storage into another must be communicated by the Client to Taurus in accordance with the Custody Regulations Art. “Orders”. Such transfers are subject to acceptance by Taurus in its discretion and Taurus may refuse or reverse 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, including as set forth in the GTC; see GTC Art. “Communications and associated risks”.
For purposes of short term trading in a Crypto Currency, Taurus requires the Client to establish a Crypto Currency Account with Taurus in the meaning of GTC Art. “Accounts in foreign currencies and Crypto Currencies” and to maintain a credit balance on such Crypto Currency Account in the amount required for the intended trading activities. For clarity, credit balances on a Crypto Currency Account constitute a contractual claim of the Client against Taurus and do not refer to any Crypto Currencies held in Digital Asset Custody Storage for the Client on a segregated basis pursuant to these Custody Regulations.
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 pricing schedules.
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 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.
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 in advance 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.