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.