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

1. Purpose and Scope of Application

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

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

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

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

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

2. Staking Services

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

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

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

3. Staking Setup and Operations

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

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

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

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

4. Staking and Unstaking

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

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

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

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

5. Maintenance

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

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

6. Custody of Staked Digital Assets

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

7. Lockup and Slashing

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

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

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

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

8. Rewards

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

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

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

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

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

9. Remuneration

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

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

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

10. Digital Asset Events

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

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

11. Risk Disclosure

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

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

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

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

12. Limitation of Liability

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

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

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

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

13. Representations and Warranties

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

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

14. Cooperation with Third Parties

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

15. Potential Conflict of Interest

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

16. Compliance with Legal and Tax Regulations

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

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

17. Amendments

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

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

18. Severability Clause

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

19. Force Majeure

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

20. Confidentiality

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

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

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

21. Duration and Termination

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

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

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

22. Governing Law and Jurisdiction

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

Annex: Staking Factsheets