Last updated 8 August 2024

Scope

Fiduciary Standard AG, Mühlegasse 18, 6340 Baar, Switzerland (the “Issuer“) has issued blockchain-based tokens (the “Gold Tokens“) that represent co-ownership by all holders of the Gold Tokens (“Token Holders“) of the gold held in reserve (the “Gold Reserve“) in safe custody with the Issuer or a third-party custodian. 

These token terms (“Terms“) govern (i) the relationship between the Token Holders as the co-owners of the Gold Reserve, as well as (ii) the relationship between Token Holders and the Issuer. The Issuer provides further information on the website accessible under www.Deenar.com (“Website“).

These Terms are referenced in the smart contract of the Gold Tokens and are applicable to any Token Holder. Token Holders accept these Terms by directly or indirectly obtaining ownership of or interacting with Gold Tokens.

Co-ownership

Gold Token value 

Each Gold Token represents one gram for 0.9999 fine gold held in the Gold Reserve. The Issuer shall at all times provide an information portal on the Website with the current total amount of Gold Tokens outstanding and the total amount of gold in the Gold Reserve.

Form of Gold Tokens and power of disposition 

The Gold Tokens are issued as ERC-20 tokens on the Haqq blockchain and are divisible to 6 decimals behind the comma. Each Gold Token represents co-ownership of the Gold Reserve pursuant to art. 646 of the Swiss Civil Code (“CC“).

The ratio between the Gold Tokens held by a Token Holder and the total Gold Tokens outstanding equals the respective Token Holder’s co-ownership share of the Gold Reserve. The Token Holders co-own the Gold Reserve as modified labile co-ownership pursuant to art. 484 of the Swiss Code of Obligations (“CO“). 

The Gold Tokens serve as proof of co-ownership of the Gold Reserve and are neither commodity instruments within the meaning of art. 1153 et seq. CO nor are they issued as registered securities within the meaning of art. 973d et seq. CO.

Transfer of Gold Tokens 

Any transfer of Gold Tokens constitutes the instruction to the Issuer to possess the Gold Reserve on behalf of the new Token Holder pursuant to art. 924 CC (Besitzanweisung). All Token Holders agree that other Token Holders may freely transfer Gold Tokens to third-parties at any time in accordance with the technical rules of the applicable blockchain, and that third-parties acquiring Gold Tokens become co-owners in accordance with these Terms. 

Any action that technically transfers the direct or indirect power to dispose over Gold Tokens constitutes a transfer. This includes, but is not limited to, the transfer of a Gold Token to a wallet, the transfer of a private key in the form of a paper wallet, the transfer of a hard wallet, the change of ownership of a smart contract through which the Gold Token is held, the transfer by operation of law, or the theft of a Gold Token by a hacker.

Towards the Issuer, any person that can prove power of disposition over a Gold Token is deemed to be the rightful co-owner of the respective ratio of the Gold Reserve. In case any person disputes the co-ownership of any Token Holder, it is the duty of the disputing person to take appropriate legal action. Except in cases of violation of court orders, the Issuer disclaims any liability for the delivery of gold from the Gold Reserve to a Token Holder even in cases where the Issuer was informed of the possibility that such Token Holder may not the legal co-owner. 

  • Token Holder rights and acknowledgments

Token Holders acknowledge and agree to the following:

  • Each Token Holder, as co-owner, expressly waives their right to demand the division of gold within the meaning of art. 650 CC.
  • The right to demand dissolution of the co-ownership community and division or other utilization of the Gold Reserve is excluded for all Token Holders. The claim for redemption of a ratio of the Gold Reserve corresponding to the co-ownership in the Gold Reserve is not excluded, but requires the transfer of a corresponding quantity of Gold Tokens to the Issuer, in accordance with section ‎‎5.
  • Each Token Holder may propose administrative actions or other repairs to the Gold Reserve to the Issuer. Token Holders hereby expressly and irrevocably entitle and appoint the Issuer to take all necessary measures to fulfil its obligations under the Custody Contract (see section ‎3). Furthermore, the Issuer may decide on management actions and carry out repairs and other measures of the Gold Reserve’s value conservation at its own discretion.
  • Any use of the Gold Reserve beyond measures of value conservation is contrary to the rights and interests of all the Token Holders, and the Token Holders hereby agree not to use the Gold Reserve in any other way.
  • The Issuer is hereby authorized to act as representative of all the Token Holders with respect to the use, management, repair and sale of the Gold Reserve.
  • Subject to the compliance with these Terms, each Token Holder may redeem with the Issuer, sell, pledge, transfer or otherwise dispose of the Gold Tokens without the need for obtaining the other Token Holders’ consent or notifying the other Token Holders in advance.

These Terms do not limit the Token Holders’ statutory rights to: 

  • Require the Issuer to carry out actions necessary to preserve the Gold Reserve’s value and serviceability and, where required, to have these actions ordered by a court. 
  • Take at their own initiative and at the expense of all Token Holders, such measures as are urgently needed to safeguard the Gold Reserve against imminent or incremental damage. 

 

Co-ownership register

The blockchain serves as the co-ownership register. 

Custody

Custody rules 

The Issuer custodies the Gold Reserve on behalf of the Token Holders. The Issuer undertakes towards the Token Holders to comply with the following rules of safekeeping (“Custody Contract“): 

  • The Issuer shall keep the Gold Reserve in an appropriate and safe manner and shall not use, consume, manage, sell or otherwise encumber the Gold Reserve.
  • The Issuer shall hold the Gold Reserve on behalf of the Token Holders and shall always keep the Gold Reserve available to the Token Holders as the rightful co-owners in accordance with these Terms.
  • The Issuer shall hold in the Gold Reserve a quantity of gold in grams at least congruent with the quantity of the total outstanding Gold Tokens.
  • The Issuer shall obtain at least a yearly audit confirming the full Gold Reserve and publish the audit on the Website.
  • The Issuer shall ensure adequate insurance for damage to and theft of the Gold Reserve. In an insurance case, any insurance imbursement is paid out to the Token Holders proportionately to their co-ownership share. The fee for the insurance is included in the Custody Fee (see section ‎6).

Further, the Token Holders hereby expressly acknowledge that the Issuer may freely change the composition of the Gold Reserve under the sole condition that the gold quality and quantity remains the same in total (e.g., The Issuer may exchange one 1kg gold bar with ten 100g gold bars). 

Sub-custody 

The Issuer may subcontract all or part of their obligations arising from section ‎3.1 with one or more third-parties sub-custodians (each a “Sub-Custodian“). The Issuer shall ensure that the Sub-Custodian complies with the obligations set forth in the Custody Contract. 

The Issuer may at its sole discretion transfer the Gold Reserve from one Sub-Custodian to another at any time and for any reason. The costs of such transfer are to be borne by the Issuer. 

Minting & sale

Initial minting & sale

Minting: The Issuer purchases gold in its own name and on its own account on the gold market and custodies the gold pursuant to section ‎‎3. After minting the Gold Tokens, the Issuer holds the Gold Tokens in its treasury. 

Sale: The sale of Gold Tokens by the Issuer is subject to the availability of Gold Token in its treasury and the fulfillment of all requirements on the person interested in purchasing Gold Tokens (“Interested Buyer“). By placing an order, the Interested Buyer makes a binding offer to purchase Gold Tokens from the Issuer, which the Issuer may either confirm by email or reject without giving reasons. The transfer of Gold Tokens to the Interested Buyer is subject to full payment and confirmation by the Issuer.

Registration & identification

The sale of Gold Tokens is subject to the Interested Buyer having an account on the Website. In order to register, the Interested Buyer, among other requirements that may be requested by the Issuer, must:

  • In the case of natural persons, be of legal age (in any case at least eighteen years old) and fully capable of judgment and action;
  • In the case of legal entities, be authorized to represent the legal entity in a legally binding manner.
  • Provide all information necessary to conduct Know Your Customer and Anti-Money Laundering checks (“KYC“);
  • not be subject to a country or territory (together “Sanctioned Countries“). that is currently the subject of any sanctions or trade embargos administered or impose by (1) Switzerland, (2) the United Nations Security Council, (3) the European Union or any member state of the European Union, (4) U.S. authorities, in particular OFAC and the U.S. Department of State, (5) your country of residence, or (6) by another authority having jurisdiction over the funds;
  • not be subject to a jurisdiction identified by the Financial Action Task Force (“FATF“) for strategic AML/CFT deficiencies and included in FATF’s listing High-Risk Jurisdictions; and
  • not be subject to a jurisdiction (including, but not limited to, the Sanctioned Countries) in which the actions contemplated under these Terms are prohibited, restricted, or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements, or rules in such jurisdiction.

The Interested Buyer may only purchase Gold Tokens after the verification procedure and KYC are successfully conducted. The Issuer may reject or cancel an Interested Buyer’s registration in its sole discretion and without specifying any reason. The Issuer may subject the full access of an Interested Buyer to the Website to its prior approval. Each Interested Buyer may register only one account on the Website.

The Interested Buyer bears full responsibility for all activities conducted under its account.

All information provided by the Interested Buyer must be complete, accurate, and truthful at all times. If any of the Interested Buyer’s information changes, the Interested Buyer must update such information immediately. The Issuer may, from time to time, ask the Interested Buyer to confirm the accuracy of the provided information and request additional supporting documents.

Payment

The Interested Buyer can choose from the payment methods available on the Website. Additional fees may apply for certain payment methods. Offsetting or assigning the payment obligation incurring to the Interested Buyer is expressly excluded. The invoice for the respective purchase may be made available to the Interested Buyer electronically in text form, for example in the Interested Buyer’s account or by e-mail.

Burning, redemption & resale

General

Token Holders may choose to either (i) redeem their Gold Tokens for the corresponding quota of the Gold Reserve, or (ii) resale their Gold Tokens for the corresponding value to the Issuer, if offered by the Issuer. Token Holders shall request the preferred redemption method with redemption notice as available on the Website (a “Redemption Notice“).

Redemption process

Token Holders may at any time request redemption of their Gold Tokens for the corresponding quota of the Gold Reserve in accordance with these Terms. 

The Token Holder must give at least 10 days’ notice in advance of an intended redemption of the Gold Tokens. 

Depending on the redemption amount, the Issuer may offer to redeeming Token Holders the options at different fees to either (i) provide gold from the Gold Reserve and burn the respective amount of Gold Tokens, or (ii) obtain gold from another source and keep the Gold Tokens in its own treasury for its own purposes. The redemption is subject to the Redemption Fee pursuant to section ‎6 and the Redemtpion Fee may vary depending on the selected redemption method. 

The Issuer may, in its sole discretion, apply adequate KYC and KYB procedures on any person requesting the redemption.

  • Shipping methods

Token Holders may choose between the following shipping methods:

  • Self-collection: If self-collection is selected in the Redemption Notice, Token Holders collect the gold at a date agreed with the Issuer and at a location of the Issuer’s choice. In the Redemption Notice, the Token Holders shall specify who will collect the gold. In case of self-collection, the Token Holder makes the redemption at their own risk and the Issuer is not liable for any damages or events occurring after the delivery of the gold to the Token Holder or the legitimated third-party, notably but not limited to the further transport of the gold.
  • Shipping: If shipping is selected in the Redemption Notice, delivery of the gold will be handled by a third party shipping service provider commissioned by the Token Holder at their expense to a specified address. If the shipping service provider offers different security levels or both insured and uninsured shipping options, the Token Holder chooses the shipping method at its own discretion and risks. The Issuer is not liable for any damages or events occurring after the gold is handed over to the shipping service provider commissioned by the Token Holder. 

In any case, Token Holders importing gold into another country than the location of the Gold Reserve are solely responsible to comply with import regulations and pay any applicable taxes.

  • Resale

Token Holders may at any time request to resale their Gold Tokens to the Issuer at the market price of gold at the time the Issuer receives the Redemption Notice and in accordance with these Terms. For the avoidance of doubt, such request is an invitation to the Issuer to offer a resale price. However, there is no obligation whatsoever, express or implied, by the Issuer to purchase any Gold Tokens back at any price and the Issuer is free to decline any such request without giving reasons. 

To resale Gold Tokens to the Issuer, the Token Holder shall (i) have an account pursuant to section ‎‎4.2, (ii) and choose a payout method available in the Redemption Notice.

  • Fees

The Gold Tokens are subject to the following fees as specified in the fee schedule made available on the Website:

  • Transaction fee: The Issuer raises a transaction fee on the transfer of Gold Tokens (e.g., also the transfer to the Issuer in case of redemption) from one Token Holder to another based on the transaction amount. Additionally, transaction fees of the underlying blockchain technology may apply. The maximum transaction fee is 1%.
  • Custody fee: Token Holders shall pay a custody fee, that includes the insurance fee, based on the quantity of Gold Tokens held (“Custody Fee“). The Issuer may introduce the Custody Fee by issuing new Gold Tokens and holding them in its treasury, thereby diluting the value of all outstanding Gold Tokens. As such, all Token Holders are subject to the Custody Fee on a pro rata basis.. The maximum Custody Fee is 2%.
    • Redemption fee: In case a Token Holder requests to redeem their Gold Tokens for the corresponding quantity of Gold, the redemption fee will be settled by deduction from the quantity of Gold the Token Holder redeems (“Redemption Fee“). The Redemption Fee is calculated based on the price of gold on the day the Issuer receives the Redemption Notice. The Issuer may introduce different Redemption Fees depending on the amount of Gold Tokens that a Token Holder wants to redeem.      The maximum Redemption Fee for redemption requests in multiples of 1kg within the territory of Dubai is 0.5%. 

For redemption requests that are not multiples of 1kg of gold or outside the territory of Dubai, the Issuer provides a fee quote on request. The Token Holders acknowledge and agree that, due to the related efforts, such redemption requests may incur significant fees. 

All fees for Gold Tokens are subject to change and applicable taxes.

The Issuer may change the fees specified in the fee schedule with one month’s notice to the end of the following month but may under no circumstances exceed the maximum per fee type stated above.

Token Holders represent and warrant to calculate and pay their Zakat related to the Gold Token, if applicable.

  • Bankruptcy and insolvency rules

In case of bankruptcy of the Issuer, the Token Holders have a segregation claim. As such, a bankruptcy of the Issuer has no impact on the legal co-ownership position of the Token Holders.

In the event of the bankruptcy of the Issuer, it is incumbent on the Token Holders to assert their claims arising from ownership rights to the Gold Reserve. This is done pursuant to art. 242 et seq. of the Federal Debt Collection and Bankruptcy Act.

This section ‎7 applies mutatis mutandis in the event of the bankruptcy of the Sub-Custodian. 

  • Risks and disclaimers

  • General

The Token Holder understands and accepts the risks associated with Gold Tokens. In particular, but not exhaustively, the Token Holder acknowledges and assumes the following inherent risks:

  • Unlawful transfer and loss: The Issuer has no control over the blockchain, the blockchain addresses, wallets, exchanges, and the Gold Tokens and cannot take any technical measures to recover or transfer back the Gold Tokens in case of a technical transfer of Gold Tokens without a valid legal reason (e.g., theft) or in case of loss of control (e.g., loss of the private key). It is the sole responsibility of the Token Holder to take appropriate technical security measures and, in the event of an unlawful transfer, to take legal action against the alleged unlawful Token Holder. Subject to an enforceable judgment or clear indications to the contrary, which the previous rightful Token Holder must promptly report to the Issuer, the Issuer will treat the new Token Holder as the rightful owner. In unclear cases, the Issuer may suspend the redemption of gold until a decision is made at the Issuer’s sole discretion.
  • Blockchain: Blockchain technology in general is still in an early development stage and unproven. There is no warranty that the process of issuing, receiving, holding, using, and storing of Gold Tokens will be uninterrupted or error-free and there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, amongst other things, the complete loss of Gold Tokens. Furthermore, smart contracts or blockchain technology may be subject to hacking and other unexpected activities (e.g., the introduction of quantum computers), resulting in the theft or loss of Gold Tokens. Moreover, the underlying protocol may be subject to future changes and unforeseen problems which can affect the proper functioning of the smart-contract and cannot be influenced by the Issuer. Any successful attack on the underlying protocol presents a risk to the Gold Tokens, the proper execution of transactions in Gold Tokens, and expected proper execution of contract computations and may result in the loss of Gold Tokens.
  • Hard Fork: In the event of a disputed division of the blockchain (hard fork), the Issuer will decide at its sole discretion, which version of the blockchain will apply to the Gold Tokens and communicate this decision on the Website.
  • Website: The use of the Website the Token Holder’s own risk. The Website is provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement.

 

United States

The Token Holder understands and agrees that

  • the Gold Tokens are not, and there is no anticipation that the Gold Tokens will be registered with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, or with any U.S. state agency or law of similar import;
  • neither the Issuer is registered or licensed with any U.S. federal or state regulator as an investment adviser, commodity trading adviser, commodity pool operator, broker-dealer, money services business, money transmitter, New York Department of Financial Services-licensed virtual currency business, designated contract merchant, or any other form of U.S. regulated financial institution whatsoever;
  • the Issuance of Gold Tokens is being made only in those jurisdictions and to those persons where and to whom they may lawfully be issued to, and these Terms are not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of Gold Tokens in the United States;
  • these Terms have not been reviewed by, passed on or submitted to any regulatory agency or self-regulatory organization. As a result, the Gold Tokens holders will not be afforded the full set of protections provided to the clients and customers of such entities under any applicable laws; and
  • if the Gold Tokens are deemed to be securities, in one or more jurisdictions, or these Terms or the issuance of the Gold Tokens constitutes a non-exempt forward contract, or the Issuer or its affiliates are required to register with a regulatory agency, the Gold Tokens and the Issuer could be subject to significant additional regulation, including restrictions on transferability and resale or operational activity. This could lead to significant change to the Gold Tokens, the structure of Gold Tokens and the purchase and sale of Gold Tokens as well as other issues. This would greatly increase the Issuer’s costs in creating and facilitation transactions in Gold Tokens. Such regulation could lead to the Gold Tokens depreciating partially or fully in value, subject the Issuer to potential penalties, including federal civil and criminal penalties, or make the Gold Token illegal or impossible to use, buy, or sell in the United States and other jurisdictions. Further, a regulator could take action against the Issuer if it views Gold Tokens as an unregistered offering of securities or the Issuer’s operations otherwise as a violation of existing law. Any of these outcomes would negatively affect the value of the Gold Tokens and/or could cause the Issuer to cease operations.

 

Liability

Benefits and risks of the gold shall pass to the Token Holders after purchase to the pro rated extent of the Gold Tokens held by each Token Holder. The Issuer is exclusively liable for the professional management and safekeeping of the gold. Any and all liability of the Issuer for direct or indirect damages suffered by a Token Holder or any other individual is excluded to the furthest extent permitted by law, and the Issuer’s liability is limited to gross negligence or wilful misconduct. In particular, the Issuer is not liable to Token Holders or other third parties for any loss or liability arising from a negative performance of the gold price or forecasts made in connection with the Gold Tokens.

The Issuer shall not be liable for the inability to fulfil its obligations under these Terms in the event of force majeure e.g. natural disasters, wars, pandemics, epidemics, strikes, international trade disruptions, transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control.

The Issuer is not liable or responsible for permanent or temporary inability to access the Website for any reason whatsoever. In particular, the Issuer shall not be liable for the performance of any obligation under these Terms arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (force majeure). This includes, but is not limited to, war, fire, explosion or accidental damage, extreme adverse weather conditions, collapse of building structures, failure of plant machinery or computers.

The Token Holder agrees to fully indemnify the Issuer against any liabilities, costs, claims, damages and expenses arising in any way in connection with the Token Holder’s violation or breach of any of the provisions of these Terms.

Warranty

The Issuer guarantees that the descriptions of the gold are correct and that the gold is stored in a professional manner.

To the extent permitted by law and not explicitly stated otherwise, the Issuer excludes all warranties in connection with the Gold Tokens, the gold, and the Gold Reserve. Additionally, the Issuer gives no warranty for forward-looking statements and forecasts.

The Issuer represents and warrants that in accordance Sharia with principles, no interest (Riba) shall be charged or paid under any circumstances in relation to the Gold Tokens.

Miscellaneous

Amendments: All amendments and supplements to these Terms must be made in writing and will be published on the Website. 

Notices: Any notice ‘in writing’ needs to be delivered with physical mail, any notice ‘in text form’ includes any electronic message, each to the last communicated or available address. If the form is not stated, text form is sufficient. 

Contact: Token Holders may contact the Issuer at any time by e-mail as communicated on the Website.     

Severability: If any provision of these Terms (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.

Governing Law & Jurisdiction:
These Terms are governed by substantive Swiss law, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods. The place of jurisdiction is at the seat of the Issuer.