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.

17. Lack of legal capacity

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.

24. Death, declaration of presumed death, bankruptcy, legal incapacity or resignation

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.

30. Risks in connection with foreign legal systems

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.

44. Reservation of legal requirements

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.