General Terms & Conditions (DGLD)

General Terms & Conditions (DGLD)
(Last updated June 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 Genève, Switzerland.

1. Definitions

“Asset ID” is the serial number and weight of a bar of LBMA Gold.

“Authorized Participant” shall mean a legal entity accredited with GTSA by an Authorized Participant Agreement providing LBMA Gold and requesting GTSA to tokenize such LBMA Gold. Authorized Participants are the primary acquirers.

“Authorized Participant Agreement” shall mean the separate agreement between GTSA and an Authorized Participant governing, among other matters, the primary issuance of DGLD.

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

“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 10.1 hereafter.

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

“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.

“DGLD” shall mean tokens registered and allocated to Blockchain Addresses on the underlying blockchain which are linked to the Asset ID of a physical Gold bar, and which can be accessed and controlled with a Private Key. Each DGLD token grants the proof to its holder of the direct legal co-ownership of allocated Gold.

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

“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” is 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 LBMA Gold on behalf of GTSA.

“Delivery” shall have the meaning as defined in Section 8.1 hereafter.

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

“Re-Issuance Fee” shall have the meaning as defined in Section 10.3 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.

“Gold” shall mean a specific bar of LBMA Gold unambiguously linked to DGLD.

“Tokenholder” shall mean the legal entity or individual who, in the secondary market (and not as a primary acquirer), can access and dispose of DGLD via their Private Key.

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 offers tokenization Services for LBMA Gold. As such GTSA issues DGLD to selected Authorized Participants.

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 in the physical gold by Tokenholders, the Delivery of Gold, as well as the administration of that co-ownership 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 the agreement 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 (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. The token is deemed to serve as a tool for exercising effective control over its Gold.

While DGLD enables physical assets to be traded on the blockchain, it does not however represent assets such as a debt or equity claim 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 respective Gold bar can be transferred to a new holder.

4.2 Issuance and connecting Gold to DGLD

As part of the issuance process, GTSA issues DGLD and links each DGLD to LBMA Gold to prove the co-ownership of the Gold. Each Gold bar is vaulted with a Custodian (see Section 5.2).

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

4.3 Transfer of DGLD

The 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 the token from one public address to another.

The transfer of ownership rights over the Gold must be accompanied by 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 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 as further set forth in Section 5.4.

5. Co-ownership of Tokenholders in Gold

5.1 General

By acquiring DGLD, Tokenholders buy a co-ownership of a Gold bar, where an Asset ID is embossed (see Section 5.4).

Tokenholders are co-owners of the Gold bar with the respective Asset ID embossed (art. 646 al. 1 CC). The share of direct ownership held by one Tokenholder in such specific bar of Gold depends on the amount of DGLD the respective Tokenholder holds linked to the respective Asset ID and the weight of the respective Gold bar.

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.

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 physical Gold is vaulted with a Custodian (art. 472 CO) in the name of GTSA (as administrator, see Section 5.3), 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 of GTSA.

The Receipt of Deposit issued by the Custodian 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 of the LBMA Gold and the exact weight of the LBMA Gold in fine ounces.

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 to have the respective Gold transferred to another Custodian.

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

5.3 Rules and Regulations of Co-ownership

GTSA is the administrator of the co-ownership.

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.

The rights of GTSA as administrator include, but are not limited to:

Enter into agreements with Custodians within the preconditions defined in Section 5.2;
Move Gold from one vault of a Custodian to another or from one Custodian to another;
Enter into any sort of agreement necessary to maintain the safe storage and vaulting of Gold;
Collect and provide information on Tokenholder’s identity ownership in Gold bars to the Custodian for KYC/Sanctions prerequisites where necessary;
Communicate with self-regulation authorities (OARs) and other authorities such as FINMA as and to the extent necessary.

Within the limit of art. 647 para 2 CO, Tokenholders hereby waive any rights to personally attend to any sort of administration of the Gold, tokenization of Gold and the administration of co-ownership and of Tokenholders.

Tokenholders waive their rights to dispose of, alienate or encumber or otherwise use their right of co-ownership in Gold.

Costs and expenses of the administration of the co-ownership, of the Gold and of the Tokenholders are borne by GTSA.

Tokenholders agree to waive their right to request dissolution of co-ownership with respect to a specific piece of Gold. The right to request Delivery according to Section 8 hereafter is reserved.

5.4 Transfer of (Co-)Ownership in Gold

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

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

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.

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 bar mapping tool.

Tokenholders agree that ownership or 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 out of or in connection with such a freeze.

7. Loss of DGLD

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

GTSA may at its own and sole discretion implement a process in which DGLDs are burned, re-issued to a new address and re-linked to the respective Gold bars (or fractions thereof).

Should GTSA implement such a process, the burning of existing DGLD and issuance and allocation of new DGLD as well as the re-linking of Gold bars (or fractions thereof) will be subject inter alia to the following conditions:

The person requesting the re-linking can identify themself as the former owner of the DGLD or the rightful legal successor;
The person requesting the re-linking has created a new Blockchain Address to which the new DGLD can be allocated.
The Re-Issuance Fee as described in Section 10.3 has been paid to an account indicated by GTSA.

For the avoidance of any doubt, it is in GTSA’s sole discretion to burn, issue and re-link 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 a token may request the recovery and delivery of its assets, i.e. the Gold. In most cases, this will be the Tokenholder who holds DGLD representing one full specific portion of Gold and is therefore entitled to request the delivery of the Gold linked to those DGLDs (the “Delivery”).

If a third party holds the tokens in a fiduciary capacity, it must disclose the identity of the beneficial owner when making the request.

Any persons involved must comply with a KYC 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 recovery.

Any request of recovery of the Gold, be it by an owner or by an acquirer, must imperatively be addressed to GTSA via the usual communication channel.

8.2 Process

The Delivery process is defined by GTSA and may be amended by GTSA unilaterally. The Delivery process may be summarised as follows:

A Tokenholder emails [email protected] requesting to receive delivery of their Gold.
GTSA sends to the Tokenholder the latest list with the Gold bars available for delivery, informs the Tokenholder on the Delivery Fee and provides the Tokenholder a Delivery application form.
Tokenholder sends GTSA the completed Delivery application form including supporting documents and information, including in particular any information required by GTSA to perform an AML/Sanction check as well as information regarding the place of delivery.
GTSA sends an acknowledgement via email to the Tokenholder, stating that the Delivery application is pending.
GTSA performs an AML/Sanction Check. If the AML/Sanction check is successfully completed, GTSA sends an acknowledgement via email to the Tokenholder of a valid Delivery application request.
Tokenholder transfers the DGLD needed for Delivery (including the Delivery Fee) to a designated address (“Delivery Address”). If sufficient DGLD have been transferred to the Delivery address and the Blockchain Address(es) from which the DGLD have been sent have been screened successfully, GTSA burns the DGLD in accordance with the Delivery request.
GTSA confirms via email to the (former) Tokenholder of the destruction of DGLD and provides the (former) Tokenholder information on the dispatch of the (former) Gold.

Upon completion of the Delivery process the (former) Gold is delivered to the (former) Tokenholder to the place of delivery indicated by the (former) Tokenholder. Thereby, delivery will only be made to the (former) Tokenholder or to a vault in the name of the (former) Tokenholder in a non-sanctioned country. Any delivery to a third party other than the (former) Tokenholder is excluded.

Tokenholders understand and agree that the Delivery is subject to a Tokenholder successfully completing a full KYC/Sanction check according to the GTSA AML Guidelines (including, in particular, PEP and sanction checks as well as chain analysis). For the avoidance of any doubt, the passing of the KYC/Sanction check remains in the full discretion of GTSA. GTSA is entitled to use respective services of specialized third-party service providers. In case a KYC/Sanction check may not be successfully completed, GTSA informs the Tokenholder via email accordingly. The Delivery process is immediately stopped.

In general, GTSA may withhold the delivery of the Gold, in case there are valid reasons to motivate this action. Such reasons include, but are not limited to, any suspicion regarding the legality of previous transfers, the existence of adversarial rights claimed by a third-party, a doubt regarding the extent of the ownership rights, non-compliance with the rules set in the present agreement.

Incoterms 2010 EXW applies mutatis mutandis, and the (former) Tokenholder bears the cost of transport from the Custodian's vault to the (former) Tokenholder, together with customs duties and insurance.

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 and failure to comply with such laws;
that they will not be using 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

Gold consists exclusively of LBMA Gold;
DGLD are only issued and linked to LBMA Gold once GTSA has received a Receipt of Deposit for the respective LBMA Gold from the Custodian;
it will only enter into deposit agreements with Custodians which contain the following parameters:
- Gold is held in a deposit vault of the Custodian allocated to GTSA and shall remain segregated from any other deposits from third parties and the Custodian’s own inventories;
- GTSA shall at all times have the right to audit and inspect the storage of any Gold; and that
Title to and ownership in Gold shall at all times remain with the Tokenholder.

10. Remuneration of GTSA

GTSA is entitled to a Creation Fee, a Delivery Fee and a Re-Issuance Fee (in case a re-issuance process is implemented). Any fees to which GTSA is entitled are understood to include Swiss VAT where applicable.

10.1 Creation Fee

The Creation Fee is a percentage fee, depending on the amount of DGLD created, as published by GTSA on its website. The Creation Fee will be deducted from the newly created DGLD and allocated to GTSA before transferring the remaining newly created DGLD to the Authorized Participant.

10.2 Delivery Fee

The Delivery Fee is a percentage, depending on the amount of Gold delivered, as published by GTSA on its website. The Delivery Fee will be added to the amount of DGLD required to deliver Gold.

10.3 Re-Issuance Fee

Should GTSA implement a re-issuance process a Re-Issuance Fee as published by GTSA on its website will be charged to the Tokenholder for every re-issuance.

10.4 Gas

Transfers of DGLD will require gas. The gas must be transferred by the Tokenholder and the Tokenholder is not entitled to any reimbursement from GTSA.

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.

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.

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 regards to DGLD, no market liquidity may be guaranteed and that the value (if any) of the DGLD may therefore temporarily deviate from the market value of the underlying Gold. 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 depends 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 delivery of Gold as described in Section 8; or
instructing GTSA to sell the Gold linked to the DGLD at its own discretion and to distribute the remaining proceeds after deduction of the Delivery Fee 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 resp. 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.