T-DX OTF rulebook

1. Scope and purpose

Taurus SA (hereinafter “Taurus”) operates under the name T-DX an electronic trading platform for securities, digital assets and/or other financial instruments.

This Rulebook defines the principles, criteria and rules (hereinafter the “Rules”) for the execution of trades on T-DX. The purpose of these Rules is to ensure equal treatment of Participants, as well as transparency on the running of T-DX.

The Rules supplement and form part of the Participant Documentation in respect of access to, and use of, the OTF. In the event of any conflict between the Rules and any of the Participant Documentation, or any other agreement that references, is incorporated into, or that otherwise applies to a Person’s access to, or use of, the OTF, the Rules shall prevail.

In the event of any inconsistency, these Rules will prevail over any protocols, requirements and/or notices provided.

2. Definitions

  • “Admitted instruments” means the securities, digital assets and/or other financial instruments that are admitted for trading on T-DX

  • “Agreement” means any agreement governing the access to and use of Taurus OTF, which may include without limitation any of the following items: the OTF Rules, operational procedures and information amending or supplementing the OTF Rules as published by Operator from time to time; and any applicable terms of business

  • “Algorithmic trading” means trading in instruments where a computer algorithm automatically determines individual parameters of orders such as whether to initiate the order, the timing, price or quantity of the order or how to manage the order after its submission, with limited or no human intervention, and does not include any system that is only used for the purpose of routing orders to one or more trading venues or for the processing of orders involving no determination of any trading parameters or for the confirmation of orders or the post-trade processing of executed transactions

  • “API” means Application Programming Interface

  • “Applicable Laws” means all applicable laws, regulations, regulatory requirements (including any guidance, orders or other directions of a regulatory authority such as FINMA), market rules and/or market conventions

  • “Applicant” means a person or entity applying to become a Participant

  • “Asset/security tokens” means a digital asset representing an asset or security such as a debt or equity claim on an issuer

  • “Digital Asset” means a digital representation of a security, asset, right, financial instrument or unit of accounts by means of DLT. This includes payment tokens, utility tokens, asset/security tokens and hybrid tokens as per FINMA guidelines on ICOs published on 16 February 2018

  • “DLT” means Distributed Ledger Technology

  • “DvP” means Delivery versus Payment

  • “Execute” means the act of concluding a Transaction

  • “FINMA” means the Swiss Financial Market Supervisory Authority

  • “FIX” means the the Financial Information Exchange Protocol

  • “FinSA” means the Swiss Federal Act on Financial Services, its implementing ordinance, and all related legislation, each as amended, substituted or replaced from time to time

  • “FMIA” means the Swiss Federal Act on Financial Market Infrastructures and Market Conduct, its implementing ordinance, and all related legislation, each as amended, substituted or replaced from time to time

  • “Indirect participant”: any person making use of T-DX indirectly via a Participant

  • “Order” means any request for quote, order, direction or instruction from a Participant, whether provided electronically or by voice communication, pertaining to the operation of and trading on T-DX pursuant to these Rules

  • “Instrument” means any security, digital asset and/or other financial instrument

  • “Market Abuse” means any behaviour that constitutes market abuse, market manipulation or insider trading or any other similar or analogous behaviour prohibited or subject to sanctions or penalties under Applicable Laws

  • “Operator” means Taurus

  • “OTF” means Organised Trading Facility according to FMIA

  • “OTF Rules” means the rules defined in this rulebook

  • “OTC” means Over-The-Counter

  • “Payment tokens” means a digital asset intended to be used, now or in the future, as a means of payment for acquiring goods or services or as a means of money or value transfer. Payment tokens include cryptocurrencies giving rise to no claims on their issue

  • “Participant” means any person or entity making direct use of T-DX

  • “Professional Client” has the meaning set out in Article 4 of the FinSA

  • “Retail Client” has the meaning set out in Article 4 of the FinSA

  • “Settlement”: fulfillment of the obligations entered into upon conclusion of the transaction, namely by transferring funds, securities or digital assets

  • “System Disruption or Malfunction” means any disruption, malfunction or technical failure of T-DX, including any electronic or voice communication issues

  • “Taurus” means Taurus SA

  • “T-DX” means the OTF called “Taurus Digital Exchange” and operated by Taurus

  • “Trade” or “Transaction” means any purchase or sale of an Instrument or entering into an Instrument on the OTF or subject to the Rules

  • “Utility token” means a digital asset intended to provide access digitally to an application or service.

3. T-DX as an organised trading facility

T-DX is an Organised Trading Facility (hereafter “OTF”) in accordance with Art. 42 FMIA and FINMA Circular 2018/1 “Organised trading facilities” used for multilateral trading of digital assets, securities or other financial instruments that facilitate exchange of offers as well as the conclusion of contracts according to discretionary rules.

The instruments traded on T-DX are securities, digital assets and financial instruments, which includes the trading of asset/security tokens, payment tokens and utility tokens.

Taurus is a Swiss securities firm approved and supervised by FINMA. Taurus is authorised to operate the T-DX platform as OTF according to Art. 43 FMIA.

The Rules listed in this Rulebook are exclusively for orders from Participants for digital assets, securities and/or financial instruments traded on T-DX.

Taurus is responsible for operating the OTF. Taurus uses T-DX to collect bid and ask offers and match them according to discretionary rules.

T-DX can set various types of market schedules, depending on the market segment. Market schedules used by T-DX include Continuous Limit Order Books (“CLOB”) and Auctions.

4. Admission of instruments to trading

The admission of digital assets to trading on T-DX is governed exclusively by the “Rules for the admission of digital assets to trading on T-DX” and by any other implementing provisions issued by Taurus.

The decision whether or not to admit an instrument to trading on T-DX is at the sole discretion of Taurus.

The list of admitted instruments is published on www.t-dx.com.

Taurus may, at any time, remove or suspend instruments from T-DX without notice, if Taurus deems it necessary in order to maintain a fair and orderly market on T-DX, to comply with Applicable Laws or in response to a request from a regulator or for any other reason at its sole discretion.

5. Admission of participants

Applicants may apply to Taurus to become a Participant of T-DX at any time.

The decision on the admission of a Participant lies solely and exclusively with Taurus. Taurus may refuse the admission of Applicants who have not successfully passed required relevant customer due diligence checks, sanctions and anti-money laundering checks, or who have not provided such additional information as Taurus may require.

In addition, Taurus may exclude participants that have successfully been admitted should they fail to comply with the present rulebook and/or comply with all applicable laws, especially in relation to market conduct and compliance matters.

The following may be admitted as Participants of T-DX:

  1. Banks

  2. Securities firms in accordance with Article 41 of the Federal Act on Financial Institutions of 15 June 2018 (“FinIA”)

  3. Other parties supervised by FINMA in accordance with Article 3 of the Financial Market Supervision Act of 22 June 2007 (“FINMASA”), provided that the trading venue ensures that they fulfil equivalent technical and operational conditions to securities firms

  4. Foreign Participants authorised by FINMA in accordance with Art. 40 FMIA.

  5. The following may be Indirect Participants of T-DX:

  • Issuers who, themselves or through third parties, offering bid and ask prices for their company’s securities via Taurus

  • Taurus’ retail, professional or institutional clients for their own account via Taurus electronic trading platform

  • Entities carrying out market making/Iiquidity providing activities in cryptocurrencies via Taurus

  • Clients (retail, professional or institutional clients) who do not hold an account with Taurus and who connect to T-DX via their own bank or securities firms, which is itself a Participant of T-DX.

  1. All Participants are obliged to comply with the statutory rules of conduct for securities trading, market conduct rules (in particular FINMA Circular 2013/8 Market Conduct Rules) and the corresponding rules of professional conduct (in particular Swiss Bankers Association).

  2. In the event of non-compliance or violation of the rules by a Participant, Taurus can temporarily refuse to execute orders from the Participant or exclude the Participant from trading. The decision on the exclusion of a Participant lies solely and exclusively with Taurus.

6. Trading rules and organisation

6.1 General

Each Participant is responsible for any order submitted and any transaction executed on T-DX.

Taurus monitors the operations and use of T-DX by Participants.

Each Participant acknowledges and agrees that, to the extent that Taurus is required by Applicable Laws or requested by a Regulator to disclose, make available or report any data or information relating to any activity on T-DX, Taurus may do so in accordance with such Applicable Laws or request.

6.2 Trading days and hours

T-DX will be open for business on Trading Days and will operate during the hours determined by Taurus from time to time.

Trading via T-DX usually takes place daily from Monday to Friday (“Trading Days”) from 09:00 until 17:00 Swiss time (“Trading Hours”), unless indicated otherwise.

The Trading Days and Trading Hours are decided by Taurus and published on the Taurus website www.t-dx.com.

In case of unusual market situations, Taurus may adjust Trading Days and Trading Hours.

6.3 Submitting orders

Participants submit orders via the following Order channels: Taurus electronic trading platform or Taurus APIs or FIX.

The orders placed in the order book are binding offers. They can be changed or deleted via the aforementioned channels.

6.4 Exercise of discretion

Taurus is entitled to exercise discretion in relation to Participant’s orders on T-DX:

  1. when deciding to place or retract an order on T-DX; and/or

  2. when deciding not to match a particular Participant order at a particular time with orders present in the system (for example in the case of an auction-based matching), provided that this is compatible with the user’s instructions and best execution.

Notwithstanding that Taurus exercises discretion in relation to T-DX, to the fullest extent permitted by Applicable Laws, Taurus owes no legal duty or obligation (including in negligence) to a Participant or client of a Participant in relation to the placement, retraction, negotiation, terms or execution of Instructions on T-DX.

6.5 Execution of orders - best execution

Taurus ensures that, in its best knowledge and conscience, and taking into account special circumstances, the best possible outcome is achieved for the execution of clients’ orders in terms of price, cost, timing and quality.

In the case of a Central Limit Order Book market schedule, different orders for the same instruments are processed one after the other. The order, which arrives first at Taurus, is treated first. The type of order is not relevant.

6.6 Transparency

T-DX is subject to pre-trade and post-trade transparency requirements.

Regarding pre-trade transparency, T-DX keeps an order book for all the admitted instruments. The order book includes bid/ask prices, time and volume. The order books can be viewed on the Taurus website www.t-dx.com. The six best bid and ask prices are shown with the corresponding volumes.

Regarding post-trade transparency, all trades executed via T-DX will be promptly published on the website www.t-dx.com stating the price, the quantity and the time.

Where Taurus is notified that a competent authority has suspended pre-trade and post-trade transparency requirements in respect of an instrument, Taurus will not publish information in respect of such instrument for so long as the suspension is in effect.

6.7 Trading halts

Taurus may temporarily halt or constraint the trading on T-DX of individual digital assets at its own discretion.

6.8 Emergency situations

In case of emergency situation or abnormal market situations, Taurus is authorised suspend trading for a specific digital asset.

6.9 No reliance

Each Participant takes all trading and investment decisions in reliance on its own judgment and not in reliance on Taurus. Taurus will not advise a Participant on the suitability of any single Instruction or Product or investment strategy or otherwise provide a Participant with investment advice or personal recommendations.

Taurus is under no obligation to notify Participants of pending market events, corporate actions or other information relating to Accepted Instruments.

6.10 Algorithmic trading

A Participant may not engage in Algorithmic Trading on T-DX without Taurus’ prior written consent.

Each Participant intending to deploy an Algorithmic Trading system, algorithm or strategy on T-DX must successfully test conformity of the system, algorithm or strategy with the system of T-DX:

  1. before accessing T-DX as a Participant;

  2. before the deployment or material update of an Algorithmic Trading system or algorithm or Algorithmic Trading strategy of that Participant; or

  3. upon request of Taurus.

Each Participant remains fully responsible for testing conducted and for making any required changes to its systems following such testing. Participants are prohibited from engaging in Algorithmic Trading until all required testing has been successfully completed.

A Participant must certify that the algorithms that it deploys have been tested to avoid contributing to or creating disorderly trading prior to the deployment or substantial update of a trading algorithm or strategy and must explain the means used for that testing.

7. Post-trade and settlement

When a transaction is confirmed as “executed” on T-DX, it will be conclusive evidence of the relevant two (2) Participants having entered into a valid, legal and binding agreement.

For traditional securities, the delivery and payment of the securities shall be effected in accordance with the market practices and in the case of securities which can be canceled and processed by SIX SIS AG in accordance with their rules.

For digital assets, the settlement of a transaction is carried out by Taurus via the Distributed Ledger Technologies that are permitted by T-DX.

8. Monitoring

The supervision of T-DX is the responsibility of an independent internal function of Taurus.

Taurus keeps chronological records of all orders and transactions made via the T-DX platform.

Taurus uses, where relevant, a market surveillance system to monitor compliance to applicable market conduct rules.

9. Taurus trading book

Taurus may maintain its own trading books, for example to provide liquidity as a market-maker on some market segments.

The Taurus trading team responsible for the Taurus trading books is independent from the Taurus team operating the OTF to ensure that client interests are comprehensively protected when conducting proprietary transactions on the OTF.

If Taurus acts as a market maker, it must disclose in a suitable manner that it uses the OTF to trade against its own book. Furthermore, it must publish details at least once a month, broken down by product category, of the volumes traded via the OTF on its own account. The maximum daily volume of trading on own account must also be published for the previous month by product category.

10. Issuance services

The regulatory requirements allow market making for the purpose of ensuring liquidity in a security on both buy and sell sides and, where appropriate, reducing the bid/ask spread (FINMA Circular 2013/08 Market Conduct Rules, margin no. 32 and FINMA Newsletter no. 52 Trading own equity securities with the purpose of ensuring liquidity under the new provisions on market manipulation).

Issuers whose securities are listed for trading on T-DX and who, with the purpose of ensuring liquidity, trade own securities or engage a third party to do so, are allowed to do so as long as they make available liquidity (or tradable volume) that moves with the market trend. In other words, they are not allowed to artificially support their security price or fix their security price against the market trend. For this purpose, an issuer contract is concluded with T-DX prior to start such activities. Employees of issuers or third party companies mandated to provide such liquidity must comply with the aforementioned requirements.

11. Liabilities

Taurus assumes no responsibility for the registration of the new shareholder into the shareholders’ register of a company.

Taurus is not liable for any damage caused by intent or gross negligence of a Participant, its clients or third parties by acts or omissions. In particular, Taurus is not liable for damages resulting from:

  1. trade interruptions

  2. cancellation of orders due to suspicion of inadmissible market behaviour

  3. availability issues of T-DX or other technical problems

  4. incorrect or incomplete data processing or dissemination

  5. invalidation of a trade (e.g., in a mistrade)

  6. special measures taken by T-DX under special circumstances or emergency situations

  7. suspension or exclusion of a Participant

  8. incorrect or incomplete data provided and/or published by an issuer

  9. transfer of digital assets to the wrong address, whether internal or external to Taurus, resulting in the partial or total loss of digital assets

  10. hacking of Participants resulting in but not limited to loss of funds or inaccurate orders and transfers. In such a case, Taurus reserves the right to exclude the Participant.

Taurus assumes no liability for claims that go beyond direct damage, such as for example, compensation for indirect damage or consequential damage such as profit losses or additional expenses.

12. Fees

Taurus publishes fees on its website www.t-dx.com.

13. Final provisions

Taurus employees are subject to professional secrecy (Art. 147 FMIA).

Taurus can revise the T-DX Rulebook at any time. The currently valid version is published at legal.taurushq.com.

This Rulebook and all non-contractual obligations arising out of or in connection with this Rulebook will be governed by and construed in accordance with Swiss law.

Each Participant irrevocably agrees that the Geneva courts in Switzerland will have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Rulebook.