General Terms & Conditions (DGLD)

General Terms & Conditions (DGLD)
(Last updated July 2026)

General Terms & Conditions

Of the relationship between holders of DGLD and GTSA as well as the relationships among holders of DGLD

by

Gold Token SA, (“GTSA”)

Promenade de Saint-Antoine 10, 1204 Geneva, Switzerland.

1. Definitions

“AML/CFT” shall mean anti-money laundering and countering the financing of terrorism.

“Asset ID” shall mean the serial number and weight of a bar of LBMA Certified Gold.

“Authorized Participant” shall mean a legal entity authorized by GTSA to provide LBMA Certified Gold and request the tokenization of such LBMA Certified Gold. Authorized Participants are the primary acquirers.

“Blockchain Address” shall mean an address to which DGLD can be allocated.

“Burning Fee” shall have the meaning as defined in Section 10.3. hereafter.

“CC” shall mean the Swiss Civil Code (ZGB, SR 210).

“CO” shall mean the Swiss Code of Obligations (OR, SR 220).

“Creation Fee” shall have the meaning as defined in Section 10.2 hereafter.

“Custodian” shall mean MKS PAMP SA or another secured vaulting service provider engaged by GTSA to vault the Gold.

“Delivery” shall have the meaning as defined in Section 8 hereafter.

“Delivery Fee” shall mean any fees, costs or charges payable by a Tokenholder in connection with the Delivery of Gold. Such Delivery Fee may include fees charged by third-party service providers and, where applicable, a fee charged by GTSA. The Delivery Fee is further described in Section 10.6.

“DGLD” shall mean a digital evidence of co-ownership rights in Gold embedded with a layer of Services that GTSA provides to each Tokenholder (including secured vaulting, segregation and insurance relating to the Gold, and operation and legal administration of the co-ownership), as a single transferable on-chain crypto-asset. Each fungible DGLD token represents co-ownership rights corresponding to one fine troy ounce of LBMA Certified Gold.

“FINMA” shall mean the Swiss Financial Market Supervisory Authority.

“Force Majeure” shall mean any cause beyond the reasonable control of the Party which delays, hinders or prevents (whether partially or wholly) the Party from complying with its obligations towards each other including, but not limited to, any act of God or the elements, war, hostilities, mobilisation, confiscation, terrorism, riots, acts of the public enemy, civil commotion, fires, strikes, labour disputes, accidents, radioactive contamination as well as chemical, biological, bio-chemical and electromagnetic weapons, cyber-attacks, any act in consequence of compliance with any order of any government or governmental or executive authority or any event affecting the supply of energy and raw materials that adversely affects the Party’s ability to make deliveries on time or in full.

“Gold” shall mean allocated LBMA Certified Gold, identified by Asset ID, that is co-owned by Tokenholders.

“Gold Mapper” shall mean the publicly available real-time verification tool embedded in the DGLD infrastructure that enables Tokenholders to verify, by reference to the wallet address and relevant Asset ID, the Gold they co-own.

“GT&Cs” shall mean the General Terms and Conditions defined in this document, as amended from time to time.

“KYC” shall mean the general concept at large of “know your customer” due diligence.

“LBMA Certified Gold” shall mean physical gold bullion that meets the strict quality, purity, and ethical sourcing standards set by the London Bullion Market Association.

“OAR” shall mean OAR or SRO as self-regulated organization as defined under Swiss law.

“Party” shall mean GTSA or a Tokenholder, and “Parties” shall mean GTSA and the Tokenholders, collectively.

“Platform” shall mean a DLT-based platform operated by GTSA enabling the issuance, holding, transfer and Delivery of DGLD.

“Private Key” shall mean a string of data that allows a Tokenholder to access the DGLD allocated to a particular Public Key.

“Public Key” shall mean a cryptographic code from which Blockchain Addresses can be deduced.

“Receipt of Deposit” shall mean the receipt issued by a Custodian confirming the vaulting of Gold on behalf of GTSA.

“Re-Issuance Fee” shall have the meaning as defined in Section 10.4 hereafter.

“Services” shall mean the services provided by GTSA as part of these GT&Cs.

“Software” shall mean any and all software relating to the Platform, including the underlying source code.

“Tokenholder” shall mean the legal entity or individual who holds DGLD and is able to access or dispose of it via the secondary market via their Private Key.

“Tokenholder Information” shall mean any personal data provided by the Tokenholder in connection with these GT&Cs.

2. Interpretation

In these GT&Cs:

words denoting the singular shall include the plural and vice versa, and words denoting any gender shall include all genders, in each case, unless the context requires otherwise. The words “include” and “including” shall be deemed to be qualified by reference to “without limitation”.
any reference in these GT&Cs to a “Section” or “Exhibit” shall, subject to any contrary indication, be construed as a reference to a section or exhibit of these GT&Cs.

The headings and sub-headings used in these GT&Cs are set forth for information only and cannot be used to interpret these GT&Cs.

3. Scope and applicability of the GT&Cs

GTSA is a Swiss corporation limited by shares with its registered seat in Geneva, Switzerland. GTSA is a financial intermediary subject to Swiss Anti-Money Laundering Regulations and a member of the Financial Services Standards Association (Verein zur Qualitätssicherung von Finanzdienstleistungen, VQF).

GTSA issues DGLD and operates additional services related to DGLD.

These GT&Cs govern the general rights and obligations of GTSA and Tokenholders in connection with the holding and transfer of DGLD, the co-ownership rights in the Gold as well as the embedded services in DGLD provided by GTSA.

Consent to these GT&Cs may be given and received in any form.

These GT&Cs also apply to any access of the Platform.

The obligations and effects created by the conclusion of these GT&Cs shall survive the subsequent transfer of the DGLD(s). As such, by acquiring a DGLD, any new acquirer, i.e. any new Tokenholder is bound to the present GT&Cs.

These GT&Cs do not apply to the process of the creation (minting) DGLD as primary issuance (re-issuing a token is reserved). The primary issuance of DGLD is done exclusively to Authorized Participants and the respective process is exclusively governed by separate Authorized Participant Agreements.

4. DGLD

4.1. Nature of rights

The DGLD token qualifies as a title of proof (art. 8 CC).

The token is used as proof that the Tokenholder has acquired co-ownership rights (art. 646 CC) and indirect possession (art. 919 CC) over the Gold. We hereby refer to Swiss civil law regarding the erga omnes nature of those aforementioned rights.

While DGLD enables physical assets to be traded on the blockchain, it does not however represent claims such as a debt or equity claim or other financial claim against GTSA, and does not constitute a promise such as a share in future company earnings or future capital flows on the issuer. The DGLD is merely a part of a possessive statement (Besitzanweisung) according to art. 924 al. 1 CC with which the indirect possession and the ownership (claim in rem) in the corresponding Gold can be transferred to a new holder.

In addition, DGLD structurally embeds (and is equally constitutive of the token) a layer of services that GTSA provides to each Tokenholder. Those services are described in section 5.3.

DGLD does not confer any financial return, interest, dividend, claim for repayment, synthetic exposure or derivative right against GTSA.

DGLD has its own value determined by the market. The price of DGLD at any specific time is then influenced by its own market dynamics, and will differ from the gold spot price.

DGLD does not purport to maintain a stable value, whether by reference to gold, a basket of assets, one or more official currencies, or any other value or right.

As a consequence, GTSA does not guarantee how DGLD price will align or not with respect to gold spot price.

4.2 Issuance and connecting Gold to DGLD

At issuance, newly minted DGLD are fully allocated to identified LBMA Certified Gold identified by an Asset ID and recorded in GTSA’s registry of co-ownership rights.

As such, the Gold in which Tokenholders hold co-ownership rights is identified by Asset IDs and recorded in GTSA’s registry of co-ownership rights. Tokenholders are able to verify the Gold in which they hold co-ownership rights, at any time via the Gold Mapper (https://explorer.dgld.ch/).

The Gold is securely vaulted and segregated with a Custodian (see Section 5.2).

Newly issued DGLD are exclusively allocated to a Blockchain Address of an Authorized Participant that provided the corresponding LBMA Certified Gold. The first Tokenholder of newly issued DGLD is therefore always an Authorized Participant.

4.3 Transfer of DGLD

DGLD are transferred in accordance with the rules of the present GT&Cs. DGLD can be transferred by Tokenholders using their Private Key.

The transfer of DGLD is not subject to any formal requirement and is deemed proven, in particular, by the transfer of DGLD from one public address to another.

The transfer of ownership rights over Gold, along with the Services, follows automatically the transfer of the corresponding DGLD.

Any transfer is presumed to be made to a new acquirer/Tokenholder, i.e. a different individual. The transferor is presumed no longer to be entitled to the rights and Services arising from the transferred tokens. This notification is notably deemed to have been made when the information regarding the transfer of the token is publicly visible on the Blockchain.

The transfer of DGLD leads to a transfer of ownership in Gold and of the corresponding Services as further set forth in Section 5.3.

5. Co-ownership of Tokenholders in Gold

5.1 General

By acquiring DGLD, Tokenholders acquire co-ownership rights in the Gold, along with the Services.

The Gold is held in segregated, secure and insured vault in Switzerland, under the custody of MKS PAMP, as part of the Services performed by GTSA (see Section 5.2 and 5.3).

Tokenholders are thus co-owners in the Gold (art. 646 al. 1 CC). Each fungible DGLD token represents notably a co-ownership right corresponding to one fine troy ounce of LBMA Certified gold.

The Tokenholders agree and confirm that they neither have the intention to establish, nor to issue, certificated, uncertificated or ledger-based securities on Gold. Neither a Receipt of Deposit, nor a DGLD, nor any registration of identity information on Tokenholders by GTSA, nor these GT&Cs shall be qualified as a certificated, uncertificated or ledger-based security in Gold.

5.2 Custody of Gold

The Gold is securely vaulted with a Custodian (art. 472 CO) in the name of GTSA on behalf of the Tokenholder until the Tokenholder takes possession of their Gold. The Gold is vaulted at all times and falls under the administration services provided by GTSA under Section 5.3.

The Custodian issues a receipt confirming the vaulting of Gold on behalf of GTSA (the Receipt of Deposit).

Such Receipt of Deposit is not a document of title to goods. It contains, among other information, the place and date of issuance, the name, address and signature of the Custodian, the Asset ID, and the exact weight of the LBMA Certified Gold in fine ounces.

As part of its Services, GTSA undertakes to pay any agreed deposit fees and charges to the Custodian in time.

Should a Custodian terminate a deposit agreement for the Gold, GTSA undertakes, as part of its Services, to have the respective Gold transferred to another Custodian.

It remains within the full discretion of GTSA, at any time and for any reason, to transfer Gold from one Custodian to another. The costs of such transfer are to be borne by GTSA (freight, security, insurance, customs, etc.) as part of its Services.

5.3 Services provided by GTSA

DGLD structurally embeds a layer of Services that GTSA provides to each Tokenholder, notably as part of being administrator of the co-ownership.

These GT&Cs constitute the agreed rules on the use and administration of the co-ownership in the sense of Art. 647 al. 1 CC. In case of inconsistencies between these GT&Cs and the legal framework of art. 646 to art. 654 CC, the GT&Cs shall prevail unless a legal provision shall be mandatorily applicable.

Services performed by GTSA, whether acting as administrator or otherwise, include, but are not limited to:

Maintaining secured vaulting, segregation, insurance arrangements and services relating to the Gold, including but not limited to:

selecting and entering into agreements with Custodians in relation to the Gold, ensuring proper Gold segregation and secure vaulting;
ensuring periodic independent Gold audits and proof of secure vaulting;
moving the Gold from one Custodian to another Custodian;
maintaining insurance arrangements in respect of the Gold through the applicable Custodian in accordance with the applicable custody agreement; and
entering into any sort of agreement necessary to maintain the safe storage and secure vaulting of Gold;

Performing operational and legal activities deemed necessary by GTSA for the administration of the co-ownership, and the DGLD framework, including:
- establishing, maintaining and updating a detailed registry of the co-ownership rights. The update of the registry will notably occur to reflect changes due to transfers of the token between Tokenholders as well administration activities required in connection with the Delivery of Gold;
- providing Tokenholders with transparent and real-time access to information on the Gold they co-own through the Gold Mapper tool; and
- performing reconciliation, operational and continuity measures deemed necessary in relation to the Gold and DGLD, including re-issuance and burning of DGLD, or any other legitimate purposes.

Collecting and providing information on Tokenholder’s identity and ownership in Gold to the Custodian for KYC and sanctions-related requirements, where necessary;

Communicating with self-regulation authorities (OARs) and other authorities such as FINMA, as necessary and to the extent required.

More generally, Tokenholders agree and confirm by accepting these GT&Cs that GTSA is entitled to implement and execute any and all administrative measures, be it of ordinary, major, necessary or of useful nature, which GTSA deems adequate to maintain, improve or extend the vaulting of Gold by Custodians, the tokenization of Gold and/or the administration of co-ownership and of Tokenholders.

Within the limit of art. 647 para 2 CC, Tokenholders hereby waive any rights to personally attend to any sort of administration of the Gold, administration of co-ownership and of Tokenholders, or any instance related to the Services.

Tokenholders waive their rights to dispose of, alienate or encumber or otherwise use their right of co-ownership in Gold other than by transferring the corresponding DGLD in accordance with these GT&Cs.

Routine costs and expenses of the administration of the co-ownership structure, shall be borne by GTSA, except for any fees and third-party costs expressly payable by Tokenholders under Section 10 and in connection with Delivery.

Tokenholders agree to waive their right to request dissolution of co-ownership with respect to a specific Gold. The right to request Delivery remains available, subject to the conditions set out in Section 8 below.

5.4 Transfer of Co-ownership in Gold

The transfer of the co-ownership over the Gold requires the usual elements necessary for any transfer under property law:

a. Acquisition agreement: these GT&Cs shall not be subject to any form.

b. Act of disposal: this act is notably deemed to have taken place in case of the signature of a transaction on the Blockchain or by the crediting of the token.

c. A transfer of possession: the transfer of possession occurs without physical transfer of the Gold according to the rules set under art. 924 CC.

The Custodian is deemed to be validly notified of the transfer notably by GTSA via the change of records in the Blockchain.

Tokenholders agree that co-ownership in Gold can exclusively be transferred by transmission of DGLD from one Blockchain Address to another. For that purpose, Tokenholders agree that any transfer of a DGLD from the Blockchain Address of one Tokenholder to the Blockchain Address of another Tokenholder is a possessive statement in the sense of art. 924 al. 1 CC. Subject to the transfer of ownership by way of legal succession, Tokenholders waive their potential right to transfer ownership in Gold by any other possible means or legal instrument including the factual transfer of control over a Blockchain Address by a Tokenholder to a third party.

6. Freeze of Blockchain Addresses

GTSA may freeze Blockchain Addresses in order to comply with legal and regulatory requirements (e.g. sanctions, anti-money laundering and combatting terrorism financing regulations, etc.), or with legally binding decisions or orders of state authorities. If a Blockchain Address is frozen, any transactions to and from such a Blockchain Address will fail.

Tokenholders understand and accept that they have no right to claim any damages resulting from or in connection with such a freeze.

7. Loss of DGLD and re-issuance

If a Tokenholder loses their Private Key and thereby loses control over their DGLD, they will not be able to transfer their DGLD.

GTSA may at its own and sole discretion implement a process in which DGLDs are burned, re-issued to a new Blockchain address in respect to its previous co-ownership .

Should GTSA implement such a process, the burning of existing DGLD and issuance and allocation of new DGLD will be subject inter alia to the following conditions:

The person requesting re-issuance of DGLD can identify themself as the former owner of the DGLD or the rightful legal successor;
The person requesting the re-issuance has created a new Blockchain Address to which the new DGLD can be allocated.

The Re-Issuance Fee as described in Section 10.4 has been paid to an account indicated by GTSA.

For the avoidance of any doubt, it is in GTSA’s sole discretion to burn or issue new DGLD based on a free assessment of the evidence provided by such person and GTSA shall not become liable for any wrongful acceptance of such person.

8. Request & Delivery of the Gold

8.1 General

Any individual or entity that can demonstrate its power of disposal over the relevant DGLD may request the delivery of the corresponding Gold (the “Delivery”).

If a third party holds the tokens in a fiduciary capacity, it shall disclose the identity of the beneficial owner and provide evidence of its authority to act on behalf of such beneficial owner.

Any persons involved must comply with KYC, AML/CFT and sanctions-related requirements when requested by GTSA. Further, GTSA may request the tokens to be held in escrow during the time of the processing of the request of Delivery.

A request for Delivery must be submitted to GTSA through the communication channels designated by GTSA.

Physical Delivery shall only be made to the Tokenholder or to a vault held in the name of the Tokenholder in a jurisdiction approved by GTSA and not subject to applicable sanctions or embargoes. Delivery to any other third party is excluded.

GTSA may use specialised third-party service providers in connection with the Delivery process, including for compliance, logistics, transportation and custody.

GTSA may refuse, suspend or postpone a Delivery where required by applicable law or where GTSA reasonably considers that the Delivery would expose GTSA, a Custodian or another service provider to legal, regulatory or operational risk, including where:

KYC, AML/CFT or sanctions-related verification cannot be completed satisfactorily;
conflicting ownership claims exist;
there are reasonable grounds to suspect unlawful activity;
the Tokenholder has failed to comply with these GT&Cs; or
Delivery would otherwise be contrary to applicable law or regulatory requirements.

Where GTSA arranges the Delivery directly as set under section 8.2.1,[RB2] GTSA shall update the registry of co-ownership rights where necessary, burn the relevant DGLD and arrange the physical Delivery of the Gold.

Any update to the registry of co-ownership rights in connection with a Delivery shall not reduce or otherwise affect the co-ownership rights of the remaining Tokenholders, who shall continue to be able to verify the Gold they co-own through the Gold Mapper.

Unless otherwise agreed, Incoterms® 2020 EXW shall apply mutatis mutandis to Deliveries arranged directly by GTSA. The Tokenholder shall bear the costs of transport from the Custodian’s vault to the place of Delivery, together with insurance, customs duties, taxes and any other governmental charges.

8.2 Process

GTSA shall ensure that each Tokenholder is able to obtain physical gold corresponding to its co-ownership rights in accordance with these GT&Cs.

The Delivery process, including the operational methods by which Delivery is effected, shall be determined by GTSA and may be amended, supplemented or replaced by GTSA at any time in its sole discretion as long as the delivery of Gold corresponding to the DGLD is assured to the Tokenholder.

GTSA may introduce additional Delivery methods, modify existing Delivery methods or discontinue any Delivery method, provided that such changes do not adversely affect the Tokenholder’s right to obtain physical gold corresponding to its co-ownership rights under these GT&Cs.

Without limiting the foregoing, GTSA may fulfil a Delivery request by one or more of the following methods.

8.2.1 Direct Delivery by GTSA

Where GTSA elects to arrange the Delivery directly, the process may be summarised as follows:

A Tokenholder submits a Delivery request to GTSA.
GTSA informs the Tokenholder of the available Delivery options, the applicable fees and any documentation required.
The Tokenholder submits the requested documentation and information.
GTSA performs the applicable KYC, AML/CFT and sanctions-related verification.
Upon successful completion of such verification, GTSA confirms acceptance of the Delivery request.
GTSA updates the registry of co-ownership rights where required, burns the corresponding DGLD and arranges the physical Delivery of the corresponding Gold to the said Tokenholder.

The Tokenholder shall bear the applicable Burning Fee and any applicable Delivery Fees.

8.2.2 Alternative Delivery through an Approved Third-Party Provider

GTSA may, in its sole discretion, fulfil a Delivery request through one or more approved third-party providers. GTSA may appoint, replace or remove any such provider at any time without amending these GT&Cs.

Where Delivery is performed through an approved third-party provider:

the Tokenholder shall transfer the relevant DGLD to the Blockchain Address designated by the approved third-party provider;
the corresponding co-ownership rights in the Gold shall automatically transfer together with the DGLD in accordance with these GT&Cs;
the DGLD shall not be burned and shall remain in circulation and therefore no Burning Fee shall apply where Delivery is effected pursuant to Section 8.2.2 unless otherwise expressly provided in Section 10.
the approved third-party provider shall deliver to the Tokenholder physical gold of an equivalent quantity and quality, which may be provided in a different bullion size or product form;
the approved third-party provider may perform the applicable KYC, AML/CFT, sanctions screening and other compliance procedures required for the Delivery;
the Tokenholder shall comply with the requirements of the approved third-party provider;
the Tokenholder shall bear all premiums, fees, charges and expenses imposed by the approved third-party provider in connection with the Delivery, including any fabrication premium, logistics, handling, transportation, insurance, customs duties, taxes and any other applicable costs.

Any premiums, fees, charges and expenses imposed by an approved third-party provider are determined solely by such provider and may differ from the costs applicable to a Delivery arranged directly by GTSA. GTSA does not determine or control such premiums, fees or charges and shall not be liable for any changes thereto.

GTSA shall update the registry of co-ownership rights where required to reflect the transfer of the corresponding co-ownership rights.

9. Representations and Warranties

9.1 Tokenholders

Tokenholders represent and warrant:

that the laws applicable to them due to their country of residency and/or citizenship do not prohibit them from using the Services in accordance with these GT&Cs and they acknowledge that GTSA is not liable for their compliance with, or failure to comply with such laws;
that they will not use any Services for any illegal activity, including, without limitation, money laundering, fraud, blackmail, extortion, ransoming data, financing of terrorism or any other violent activities or prohibited market practices and that they are not listed on any sanction list in any jurisdiction;
that they are of the legal age of majority in their jurisdiction or have obtained the necessary approval of the respective person or authority as is required to access the Platform and use the Services and enter into corresponding arrangements, if any;
to use and access the Services only in their own name and if they are acting on behalf of a legal entity that they are authorized to use the Services on behalf of this legal entity; and
that they are fully able and competent to agree to these GT&Cs and the conditions, obligations, affirmations, representations and warranties set forth herein and to abide by and comply with these GT&Cs.

9.2 GTSA

GTSA represents and warrants that

DGLD are issued only after GTSA has received a Receipt of Deposit from the Custodian confirming the deposit of LBMA Certified Gold in a quantity corresponding exactly to the quantity of Gold represented by the DGLD to be issued;
it will only enter into deposit agreements with Custodians which contain the following parameters:
- The Gold shall be held in a secure, segregated vault allocated to GTSA by the Custodian and shall at all times remain segregated from the assets of other depositors and from the Custodian’s own assets;
- GTSA shall at all times have the right to audit and inspect the storage of any Gold;
title to and ownership in Gold shall at all times remain with the Tokenholder.

10. Remuneration of GTSA

10.1 General

GTSA is entitled to charge fees in connection with the issuance, burning and, where applicable, the re-issuance of DGLD (the “Creation Fee”, “Burning Fee” and “Re-Issuance Fee”, respectively). Unless otherwise stated, any applicable taxes shall be payable in addition to such fees.

The fees set out in this Section are initially those specified below. GTSA may amend such fees from time to time by amending these GT&Cs in accordance with Section 19. GTSA may also, in its sole discretion, waive, reduce or otherwise vary any fee on a temporary or permanent basis, including as part of promotional campaigns, commercial arrangements with specific customers, distributors or Authorized Participants, or for any other legitimate business purpose. Any such waiver, reduction or variation shall not create any entitlement for any other person or transaction.

10.2 Creation Fee

A Creation Fee, initially equal to 0.20% of the amount of DGLD created, shall apply to each issuance of DGLD to an Authorized Participant.

The Creation Fee shall be deducted from the DGLD created prior to the transfer of the remaining DGLD to the relevant Authorized Participant.

10.3 Burning Fee

A Burning Fee, initially equal to 0.20% of the amount of DGLD to be burned, shall apply whenever DGLD are burned in connection with a request for the Delivery of Gold pursuant to Section 8.2.1 or any other process requiring the burning of DGLD. No Burning Fee shall apply where Delivery is effected pursuant to Section 8.2.2 unless expressly provided otherwise.

The Tokenholder shall transfer to GTSA the amount of DGLD to be burned together with an additional amount of DGLD equal to the applicable Burning Fee. GTSA shall burn the DGLD representing the Gold to be delivered or otherwise retired and shall retain the additional DGLD constituting the Burning Fee.

Where DGLD are burned as part of a request for the Delivery of Gold, the Tokenholder shall also bears the applicable Delivery Fees associated with such Delivery, including, where applicable:

vault handling charges;
transportation and shipping;
insurance;
customs duties, import taxes and other governmental charges; and
any other logistics or handling costs.

Such Delivery Fees are determined by the relevant third-party service providers and depend on the quantity of Gold, the Delivery destination, the method of Delivery and applicable local laws. Such Delivery Fees are separate from the Burning Fee and will be quoted to the Tokenholder before the Delivery is processed.

10.4 Re-Issuance Fee

Should GTSA implement a re-issuance process pursuant to Section 7, GTSA may charge a Re-Issuance Fee, the amount of which shall be notified to the Tokenholder before the re-issuance process is initiated.

10.5 Storage and Administration Fees

All costs associated with the storage of the Gold represented by DGLD and the administration of the associated co-ownership structure are embedded in DGLD. Accordingly, Tokenholders are not charged any separate or additional fees for these services.

10.6 Delivery Fee

Delivery of Gold may give rise to Delivery Fees. Such Delivery Fees may consist of fees, costs and charges imposed by third-party service providers in connection with the applicable Delivery method, including, where applicable, vault handling charges, fabrication premiums, transportation, shipping, insurance, customs duties, taxes and other logistics or handling costs.

While Delivery may give rise to such third-party costs, GTSA does not currently charge any separate fee or surcharge for arranging the Delivery of Gold and does not add any margin or mark-up to the Delivery Fees charged by third-party service providers.

Delivery Fees are determined solely by the relevant third-party service providers and may vary depending on the applicable Delivery method, the quantity of Gold, the form of Gold delivered, the destination and applicable laws and regulations. The applicable Delivery Fees will be communicated to the Tokenholder before the Tokenholder confirms that it wishes to proceed with the Delivery.

10.7 Third-Party Fees

Tokenholders may incur fees charged by third parties in connection with acquiring, holding, transferring or disposing of DGLD, including fees charged by digital asset exchanges, brokers, custodians, wallet providers, banks, payment service providers or other intermediaries. Such fees are determined solely by the relevant third parties and are outside GTSA’s control.

The fees described in this Section are payable in consideration for the services provided by GTSA in connection with the issuance, administration, burning of DGLD, re-issuance and, where applicable, the Delivery of Gold represented by DGLD. Such fees are independent of, and shall not affect, the ownership rights of Tokenholders in the underlying Gold, except to the extent that DGLD are transferred or burned in accordance with these GT&Cs.

11. Wallet and Private Key

DGLD can only be accessed with a Tokenholder’s Private Key.

The Tokenholder understands and accepts that only certain wallet(s) are technically compatible to hold DGLD. The failure to ensure this may result in the Tokenholder failing to gain access to their DGLD.

Tokenholders are required to maintain the security of their wallet by protecting their Private Key from unauthorized access or use and undertake to promptly notify GTSA if they discover or suspect any unauthorized access or use of their wallet or any security breaches related thereto. Tokenholders are responsible for all activities that occur under their wallet and accept all risks of any authorized or unauthorized access.

12. Risks

The Tokenholder understands and accepts the risks connected to DGLD. In particular, but not exhaustively, the TOKENHOLDER UNDERSTANDS THE INHERENT RISKS LISTED HEREINAFTER AND EXPRESSLY ACKNOWLEDGES AND ASSUMES THESE RISKS.

The project relies on third parties to provide core infrastructure, including custody, registry maintenance, and trading access. Delays, interruptions, or termination of services by these providers may disrupt issuance of DGLD or delivery.

12.1 Risk of Software Weaknesses

The Tokenholder understands and acknowledges that there is no warranty that the process for receiving, using, and holding DGLD will be uninterrupted or error-free and that there is an inherent risk that the underlying blockchain, the smart contracts thereon, and any related technologies or concepts may contain weaknesses, vulnerabilities or bugs that could cause, among other things, the complete loss of DGLD.

12.2 Risk of Private Key Loss

DGLD allocated to a particular Blockchain Address can only be accessed with the Private Key that corresponds to that address. The Tokenholder understands and accepts that if their Private Key file or wallet password were lost or stolen, the allocated DGLD associated with the Tokenholder's Blockchain Address would be unrecoverable and would be permanently lost. GTSA has no means to recover the DGLD.

12.3 Risk of Theft

The Tokenholder understands and accepts that, while reasonable efforts are made to reduce potential attacks on the Software, the Software may be exposed to attacks by hackers or other individuals that could result in theft or loss of the DGLD.

12.4 Risk of Protocol Attacks and Forks

The Tokenholder understands and accepts that, as with other blockchains, the blockchain used for the Software could be susceptible to consensus-related attacks, including but not limited to double-spend attacks, majority validation power attacks, censorship attacks, and Byzantine behaviour in the consensus algorithm or be subject to forks. Any successful attack or fork presents a risk to the Software, the expected proper execution and sequencing of transactions and the expected proper execution and sequencing of contract computations as well as the DGLD balances of the Tokenholder.

12.5 Regulatory Risk Warnings

The Tokenholder acknowledges that: (i) DGLD may lose its value in part or in full, may not always be transferable and may not be liquid; and (ii) DGLD is not covered by the investor compensation schemes under Directive 97/9/EC or the deposit guarantee schemes under Directive 2014/49/EU.

The regulatory assessment of crypto-assets, including those representing notably co-ownership in physical commodities in addition to other services, is developing across jurisdictions. Future regulatory developments or diverging national implementations may impact
legal treatment. There is also a risk of reclassification, or policy shifts that could limit market access or affect infrastructure dependencies.

12.6 Market risks

The market price of DGLD is solely determined by supply and demand and may be affected by, among other factors, market liquidity, trading volumes, investor sentiment, operational or technical disruptions, regulatory developments and the availability of trading venues. Neither GTSA nor any other person is under an obligation to purchase or sell DGLD, provide liquidity, intervene in the secondary market, or otherwise support the price of the DGLD. Consequently, DGLD may experience significant price volatility, and its market price may differ materially from, or become entirely disconnected from, the prevailing spot price of gold. DGLD holders may therefore be unable to sell their DGLD at a price corresponding to the value of the gold to which the DGLD relates. However, the Tokenholder will always remain co-owner of their respective Gold and be able to request Delivery.

13. Subcontracting

GTSA will use third parties as service providers for certain aspects of its tasks (Custodians, back office, compliance, etc.). GTSA has limited possibility to control the Software or operations of such third parties and cannot verify or guarantee the proper functionality of the third-party Software or operations.

14. Liability

Any and all liability of GTSA for direct or indirect damages suffered by a Tokenholder or any other individual is excluded to the furthest extent permitted by law, but at the maximum of the value of the DGLD.

Neither the Custodian nor GTSA shall be liable for any loss, damage or deterioration caused by any failure or delay in the fulfilment of their obligations under the deposit agreement if such failure or delay arises out of or is caused by Force Majeure.

GTSA is not liable or responsible for permanent or temporary inability to access the Platform or use any Services for any reason whatsoever.

Tokenholders understand that with regard to DGLD, no market liquidity may be guaranteed and that the value (if any) of the DGLD will therefore not align with respect to the market value of the underlying Gold, as DGLD does not merely track the spot price of gold but it reflects the comprehensive package of co-ownership and services that GTSA provides to the Tokenholder. Any respective loss will be borne exclusively by the Tokenholder and any respective liability of GTSA is excluded.

GTSA‘s liability for loss or damage to Gold or deterioration of Gold not caused by Force Majeure is limited to the market value of the Gold at the time such loss, damage or deterioration is ascertained.

15. Data Protection

The personal data provided by the Tokenholder in connection with these GT&Cs (“Tokenholder Information”) shall not be transferred by GTSA or any other person or entity engaged or controlled by GTSA that may have access to such Tokenholder Information unless such transfer is required to be made to i) legal and tax advisers of GTSA or ii) governmental entities or service providers (e.g. banks or KYC providers) that are subject to respective secrecy provisions regarding the Tokenholder Information received.

By voluntarily providing personal data to GTSA or any other person or entity assigned by GTSA to collect such data, the Tokenholder is consenting to the use of it in accordance with this Section and the applicable data protection laws. The Tokenholder in providing personal data to GTSA or any other person or entity assigned by GTSA to collect such data, acknowledges and agrees that such personal data may be transferred from their current location to the offices and servers of GTSA and the authorized third parties, some of whom may be located outside of the Tokenholder’s country. As far as necessary for the fulfilment of regulatory and compliance obligations, the Tokenholder’s personal data may be transmitted to third parties, e.g. to banks and/or service providers. GTSA will only transfer personal data to countries for which the EU Commission or the Swiss Federal Data Protection and Information Commissioner (FDPIC) has decided that they have an appropriate level of data protection, or GTSA will implement measures to ensure that all recipients comply with an appropriate level of data protection.

GTSA or any other person or entity assigned by GTSA to collect such data uses reasonable physical, electronic, organizational and procedural safeguards to protect the personal information obtained from the Tokenholder from loss, misuse, and unauthorized access, disclosure, alteration, and destruction. Please note that GTSA or any other person or entity assigned by GTSA to collect such data is not responsible for the security of any data transmitted over the Internet, or any data stored, posted, or provided directly to a third party’s website, which is governed by that party’s policies. Please note that no method of transmission over the Internet, or of electronic storage, is 100% secure.

The time periods for which GTSA retains personal data depend on the purposes for which it is used. GTSA or any other person or entity assigned by GTSA to collect such data may retain information about the Tokenholder in their databases for as long as needed to provide the described services and in accordance with applicable laws. The retention and use of personal information by GTSA or any other person or entity assigned by GTSA to collect such data will be required to comply with legal obligations, resolve disputes, and enforce agreements. The retention period may extend beyond the end of the relationship between the parties, but only for as long as is necessary for GTSA to retain sufficient information to respond to any issues that may arise. For example, GTSA or any other person or entity assigned by GTSA to collect such data may need or be required to retain certain information to prevent fraudulent activity, protection against liability, permit itself to pursue available remedies or limit any damages that GTSA or any other person or entity assigned by GTSA to collect such data may sustain, or if a law, regulation, rule or guideline requires it.

GTSA will respond to a request for access to information collected about the Tokenholder within the time frame required by applicable law. Any such requests shall be made exclusively to:

Attention: Privacy Dept at Gold Token SA, Promenade de Saint- Antoine 10, c/o MKS (Switzerland) SA, 1204 Geneva, Switzerland or [email protected].

16. Taxes

Tokenholders are solely responsible for complying with any applicable laws and regulations, including tax obligations. They acknowledge and agree that GTSA is not responsible for determining whether or which laws may apply to Tokenholder’s transactions, including tax law. GTSA bears no liability for determining whether taxes apply to Tokenholder’s transactions, or for collecting, reporting or remitting any taxes arising from any transaction.

All taxes (including VAT, if any) imposed on the receipt or import of DGLD or of Gold shall be the responsibility of, and for the account of, the Tokenholder.

17. Severability Clause

If any provision of these GT&Cs should be invalid in any jurisdiction under applicable law, the legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. In such an event, the Parties commit themselves to compose a legally valid replacement rule which approaches the invalid provision as closely as possible within the economic intent of these GT&Cs. These GT&Cs will be interpreted as though the invalid clause had been omitted from the outset.

18. Termination of Platform Operation

GTSA shall have the right to terminate the operation of the Platform at any time at its own and sole discretion.

If the operation of the Platform is terminated (for any reason), GTSA will inform the Tokenholders of such termination via the GTSA website. Thereafter, each Tokenholder shall choose one of the following options:

requesting the Delivery as described in Section 8; or
instructing GTSA to sell the Gold represented by the DGLD at its own discretion and to distribute the remaining net proceeds of sale, after deduction of any applicable fees, costs, charges and expenses incurred in connection with such sale, to the Tokenholder.
If GTSA does not receive an instruction from the Tokenholder within 2 months of the communication on the GTSA/DGLD website mentioning the termination of the Platform, GTSA reserves the right to proceed with a sale according to the second option above. The respective monetary claim of the Tokenholder against GTSA becomes time-barred after the ordinary period of 10 years from the sale of the Gold (art. 127 CO).

19. Amendment of GT&Cs

GTSA may make changes at any time to these GT&Cs, including, but not limited to, amendment of processes, development of technology, due to regulation or for other reasons. In case of amendments, GTSA will give notice of such changes by publishing the updated GT&Cs on the GTSA website. The amended GT&Cs will in any case become effective fourteen (14) days after they are published. Amendments which are necessary due to laws, regulations, orders from competent authorities or court decisions will become immediately effective.

20. Communication

Any notice, communication, or other information published on the GTSA or DGLD websites shall constitute valid notice to all Tokenholders and shall be deemed received by each Tokenholder upon publication. Neither GTSA nor DGLD shall be required to provide separate or individual notice to any Tokenholder.

21. Governing Law and Jurisdiction

The legal relationship between Tokenholder and GTSA and these GT&Cs and all claims relating to or arising out of this legal relationship or breach of any obligations, whether in contract, tort or otherwise, the acquisition, and loss of title in the Gold, the content and exercise of title in the Gold, the legal qualification of the DGLD, the transfer of ownership in Gold and the use of the Platform as well as the rights and obligations of the co-owners respectively the co-ownership of Tokenholders shall be governed by Swiss law, excluding Swiss choice-of-law principles.

The DGLD are titles issued under and according to Swiss Law (art. 116 of the Swiss Private International Law Act (PILA); see also art. 145a PILA by analogy).

For clarification, the Gold is located in Switzerland. Pursuant to Art. 100 PILA, the acquisition and loss of rights over Gold as well as content and exercise of rights over Gold are governed by Swiss Law, as the place where the Gold is situated at the time of the events giving rise to the acquisition or loss of the Gold.

Any dispute, controversy or claim arising out of or in connection with this legal relationship or the breach, termination, existence, legal competence or invalidity thereof, shall be exclusively settled by the courts of Geneva, Switzerland.