These General Terms and Conditions (the “Terms”) govern the business relationship between the User (as defined below) and Du Bois Gold AG (“DuBois”), a Swiss company limited by shares with legal seat in Zug, Switzerland. DBG is a member of the Financial Services Standards Association (Verein zur Qualitätssicherung von Finanzdienstleistungen, VQF) for purposes of anti-money laundering supervision.
Furthermore, these Terms set out the terms and conditions applicable to any issued and outstanding DAU or KBAR (as defined below).
DuBois operates a digital platform (the "Platform") for the issuance, sale, purchase, transfer and conversion of digital gold certificates ("DAU" or "KBAR").
Any person that accesses or makes use of the Platform and/or that, from time to time, acquires, holds, sells, transfers, converts or otherwise transacts in DAU or KBAR (and thereby in or against the underlying physical gold), is considered a “User“. By engaging in any of the aforementioned activities or transactions (each a "Transaction") and/or by making use of any related services by DuBois, the User is considered to have accepted these Terms, and is required to comply with them at all times, irrespective of whether the User has registered on the Platform, but in any case, without limitation, for as long as it holds any outstanding DAU or KBAR.
These General Terms and Conditions (the “Terms”) govern the business relationship between the User (as defined below) and Du Bois Gold AG (“DuBois”), a Swiss company limited by shares with legal seat in Zug, Switzerland. DBG is a member of the Financial Services Standards Association (Verein zur Qualitätssicherung von Finanzdienstleistungen, VQF) for purposes of anti-money laundering supervision.
Furthermore, these Terms set out the terms and conditions applicable to any issued and outstanding DAU or KBAR (as defined below).
DuBois operates a digital platform (the "Platform") for the issuance, sale, purchase, transfer and conversion of digital gold certificates ("DAU" or "KBAR").
Any person that accesses or makes use of the Platform and/or that, from time to time, acquires, holds, sells, transfers, converts or otherwise transacts in DAU or KBAR (and thereby in or against the underlying physical gold), is considered a “User“. By engaging in any of the aforementioned activities or transactions (each a "Transaction") and/or by making use of any related services by DuBois, the User is considered to have accepted these Terms, and is required to comply with them at all times, irrespective of whether the User has registered on the Platform, but in any case, without limitation, for as long as it holds any outstanding DAU or KBAR.
These General Terms and Conditions (the “Terms”) govern the business relationship between the User (as defined below) and Du Bois Gold AG (“DuBois”), a Swiss company limited by shares with legal seat in Zug, Switzerland. DBG is a member of the Financial Services Standards Association (Verein zur Qualitätssicherung von Finanzdienstleistungen, VQF) for purposes of anti-money laundering supervision.
Furthermore, these Terms set out the terms and conditions applicable to any issued and outstanding DAU or KBAR (as defined below).
DuBois operates a digital platform (the "Platform") for the issuance, sale, purchase, transfer and conversion of digital gold certificates ("DAU" or "KBAR").
Any person that accesses or makes use of the Platform and/or that, from time to time, acquires, holds, sells, transfers, converts or otherwise transacts in DAU or KBAR (and thereby in or against the underlying physical gold), is considered a “User“. By engaging in any of the aforementioned activities or transactions (each a "Transaction") and/or by making use of any related services by DuBois, the User is considered to have accepted these Terms, and is required to comply with them at all times, irrespective of whether the User has registered on the Platform, but in any case, without limitation, for as long as it holds any outstanding DAU or KBAR.
The DAU are digital information units (tokens) that reference a co-ownership interest in a stock of physical gold bars of the same composition/quality held in storage with DuBois or any of its affiliated or third-party storage providers ("Storage Providers") in secured vaults.
The DAU take the form of chain agnostic fungible tokens, presently implemented as ERC-20 fungible tokens issued and freely transferable on a public blockchain. One DAU always represents one (1) kilogram of physical gold and may be purchased, transferred, or sold in fractions thereof.
By minting, selling, and issuing a DAU, DuBois undertakes, subject to these Terms and any applicable laws, to place and hold in storage, either itself or with a Storage Provider, the relevant amount of physical gold referenced by such DAU on behalf of such User that holds the relevant DAU in its wallet at any given point in time (possessive statement [Besitzeskonstitut] pursuant to art. 924 para. 1 Swiss Civil Code ("CC")).
Upon the purchase of physical gold from DuBois (see Section 5 of these Terms) and upon receipt of the corresponding DAU from DuBois, the receiving User acquires co-ownership (Miteigentum) of the specified amount of physical gold as part of the overall physical gold stock maintained by DuBois for Users (i.e. without assignment of the User to specific gold bars), in tiered possession (gestufter Besitz) as an intermediate independent possessor (mittelbar selbständiger Besitzer). The User acquires such co-ownership interest without any transfer of physical gold, which remains in storage with DuBois or any Storage Provider. DuBois acts as the administrator of the co-ownership interests and reserves the right to allocate the co-ownerships interests in the physical gold as it seems fit.
Subsequently, by entering into a valid written or oral purchase agreement (or any other valid and enforceable undertaking to transfer ownership, e.g. a gifting arrangement) for a specific amount of gold and, based on such agreement and subject to these Terms, transferring DAU corresponding to such amount of gold to the contracting acquirer, a User can transfer ownership in such amount of gold (i.e. a co-ownership interest in the overall physical gold stock maintained by DuBois for Users) to such acquirer, while the physical gold remains in storage with DuBois or any Storage Provider. DuBois may rely on the parties to a transfer of DAU having entered into a valid and enforceable purchase agreement or other undertaking to transfer ownership in the underlying physical gold, without further inquiry.
The transfer of DAU to another User constitutes a possessive instruction (Besitzesanweisung) to DuBois to henceforth hold the amount of physical gold referenced by such DAU on behalf of the User to which the relevant DAU are transferred. The registration of the transfer of the DAU on the blockchain will serve as notification of the transfer to DuBois within the meaning of art. 924 para. 2 CC.
The User understands and agrees that co-ownership interests in any physical gold held in storage with DuBois or any Storage Provider on behalf of Users can only be transferred between Users on the basis of a valid and enforceable undertaking to transfer ownership as fulfilled by the transfer of the corresponding DAU. DuBois is not required to recognise or accept any other form of transfer or possession, in particular no other possession surrogate pursuant to art. 923 ff. CC nor any derivatives of DAU.
In case where a User becomes entitled to physical gold held in storage with DuBois or any Storage Provider through legal succession such as inheritance or similar mechanisms, it will be required to provide proof of the legal succession and will need to pass the Onboarding Process as set forth in these Terms.
The DAU are digital information units (tokens) that reference a co-ownership interest in a stock of physical gold bars of the same composition/quality held in storage with DuBois or any of its affiliated or third-party storage providers ("Storage Providers") in secured vaults.
The DAU take the form of chain agnostic fungible tokens, presently implemented as ERC-20 fungible tokens issued and freely transferable on a public blockchain. One DAU always represents one (1) kilogram of physical gold and may be purchased, transferred, or sold in fractions thereof.
By minting, selling, and issuing a DAU, DuBois undertakes, subject to these Terms and any applicable laws, to place and hold in storage, either itself or with a Storage Provider, the relevant amount of physical gold referenced by such DAU on behalf of such User that holds the relevant DAU in its wallet at any given point in time (possessive statement [Besitzeskonstitut] pursuant to art. 924 para. 1 Swiss Civil Code ("CC")).
Upon the purchase of physical gold from DuBois (see Section 5 of these Terms) and upon receipt of the corresponding DAU from DuBois, the receiving User acquires co-ownership (Miteigentum) of the specified amount of physical gold as part of the overall physical gold stock maintained by DuBois for Users (i.e. without assignment of the User to specific gold bars), in tiered possession (gestufter Besitz) as an intermediate independent possessor (mittelbar selbständiger Besitzer). The User acquires such co-ownership interest without any transfer of physical gold, which remains in storage with DuBois or any Storage Provider. DuBois acts as the administrator of the co-ownership interests and reserves the right to allocate the co-ownerships interests in the physical gold as it seems fit.
Subsequently, by entering into a valid written or oral purchase agreement (or any other valid and enforceable undertaking to transfer ownership, e.g. a gifting arrangement) for a specific amount of gold and, based on such agreement and subject to these Terms, transferring DAU corresponding to such amount of gold to the contracting acquirer, a User can transfer ownership in such amount of gold (i.e. a co-ownership interest in the overall physical gold stock maintained by DuBois for Users) to such acquirer, while the physical gold remains in storage with DuBois or any Storage Provider. DuBois may rely on the parties to a transfer of DAU having entered into a valid and enforceable purchase agreement or other undertaking to transfer ownership in the underlying physical gold, without further inquiry.
The transfer of DAU to another User constitutes a possessive instruction (Besitzesanweisung) to DuBois to henceforth hold the amount of physical gold referenced by such DAU on behalf of the User to which the relevant DAU are transferred. The registration of the transfer of the DAU on the blockchain will serve as notification of the transfer to DuBois within the meaning of art. 924 para. 2 CC.
The User understands and agrees that co-ownership interests in any physical gold held in storage with DuBois or any Storage Provider on behalf of Users can only be transferred between Users on the basis of a valid and enforceable undertaking to transfer ownership as fulfilled by the transfer of the corresponding DAU. DuBois is not required to recognise or accept any other form of transfer or possession, in particular no other possession surrogate pursuant to art. 923 ff. CC nor any derivatives of DAU.
In case where a User becomes entitled to physical gold held in storage with DuBois or any Storage Provider through legal succession such as inheritance or similar mechanisms, it will be required to provide proof of the legal succession and will need to pass the Onboarding Process as set forth in these Terms.
The KBAR are digital information units (tokens) that reference ownership of a specific physical gold bar held in storage with DuBois or any of its affiliated or Storage Providers in secured vaults.
The KBAR take the form of chain agnostic non-fungible tokens, presently implemented as ERC-721 non-fungible tokens, issued and freely transferable on a public blockchain. One KBAR represents a specific one (1) kilogram of physical gold bar referenced in the attributes (metadata) of the token, and may be purchased, transferred, or sold thereof.
By minting, selling, and issuing a KBAR, DuBois undertakes, subject to these Terms and any applicable laws, to place and hold in storage, either itself or with a Storage Provider, the relevant amount of physical gold referenced by such KBAR on behalf of such User that holds the relevant KBAR in its wallet at any given point in time (possessive statement [Besitzeskonstitut] pursuant to art. 924 para. 1 Swiss Civil Code ("CC")).
Upon the purchase of physical gold from DuBois (see Section 7 of these Terms) and upon receipt of the corresponding KBAR from DuBois, the receiving User acquires full title and ownership of the specific referenced gold bar(s) in tiered possession (gestufter Besitz) as an intermediate independent possessor (mittelbar selbständiger Besitzer). The User acquires such ownership without any transfer of physical gold, which remains in storage with DuBois or any Storage Provider.
Subsequently, by entering into a valid written or oral purchase agreement (or any other valid and enforceable undertaking to transfer ownership, e.g. a gifting arrangement) for a specific gold bar and, based on such agreement and subject to these Terms, transferring KBAR corresponding to such gold bar to the contracting acquirer, a User can transfer ownership of such gold to such acquirer, while the physical gold remains in storage with DuBois or any Storage Provider. DuBois may rely on the parties to a transfer of KBAR having entered into a valid and enforceable purchase agreement or other undertaking to transfer ownership in the underlying physical gold, without further inquiry.
The transfer of KBAR to another User constitutes a possessive instruction (Besitzesanweisung) to DuBois to henceforth hold the physical gold referenced by such KBAR on behalf of the User to which the relevant KBAR are transferred. The registration of the transfer of the KBAR on the blockchain will serve as notification of the transfer to DuBois within the meaning of art. 924 para. 2 CC.
The User understands and agrees that the ownership of any physical gold held in storage with DuBois or any Storage Provider on behalf of Users can only be transferred between Users on the basis of a valid and enforceable undertaking to transfer ownership as fulfilled by the transfer of the corresponding KBAR. DuBois is not required to recognise or accept any other form of transfer or possession, in particular no other possession surrogate pursuant to art. 923 ff. CC nor any derivatives of KBAR.
In case where a User becomes entitled to physical gold held in storage with DuBois or any Storage Provider through legal succession such as inheritance or similar mechanisms, it will be required to provide proof of the legal succession and will need to pass the Onboarding Process as set forth in these Terms.
The KBAR are digital information units (tokens) that reference ownership of a specific physical gold bar held in storage with DuBois or any of its affiliated or Storage Providers in secured vaults.
The KBAR take the form of chain agnostic non-fungible tokens, presently implemented as ERC-721 non-fungible tokens, issued and freely transferable on a public blockchain. One KBAR represents a specific one (1) kilogram of physical gold bar referenced in the attributes (metadata) of the token, and may be purchased, transferred, or sold thereof.
By minting, selling, and issuing a KBAR, DuBois undertakes, subject to these Terms and any applicable laws, to place and hold in storage, either itself or with a Storage Provider, the relevant amount of physical gold referenced by such KBAR on behalf of such User that holds the relevant KBAR in its wallet at any given point in time (possessive statement [Besitzeskonstitut] pursuant to art. 924 para. 1 Swiss Civil Code ("CC")).
Upon the purchase of physical gold from DuBois (see Section 7 of these Terms) and upon receipt of the corresponding KBAR from DuBois, the receiving User acquires full title and ownership of the specific referenced gold bar(s) in tiered possession (gestufter Besitz) as an intermediate independent possessor (mittelbar selbständiger Besitzer). The User acquires such ownership without any transfer of physical gold, which remains in storage with DuBois or any Storage Provider.
Subsequently, by entering into a valid written or oral purchase agreement (or any other valid and enforceable undertaking to transfer ownership, e.g. a gifting arrangement) for a specific gold bar and, based on such agreement and subject to these Terms, transferring KBAR corresponding to such gold bar to the contracting acquirer, a User can transfer ownership of such gold to such acquirer, while the physical gold remains in storage with DuBois or any Storage Provider. DuBois may rely on the parties to a transfer of KBAR having entered into a valid and enforceable purchase agreement or other undertaking to transfer ownership in the underlying physical gold, without further inquiry.
The transfer of KBAR to another User constitutes a possessive instruction (Besitzesanweisung) to DuBois to henceforth hold the physical gold referenced by such KBAR on behalf of the User to which the relevant KBAR are transferred. The registration of the transfer of the KBAR on the blockchain will serve as notification of the transfer to DuBois within the meaning of art. 924 para. 2 CC.
The User understands and agrees that the ownership of any physical gold held in storage with DuBois or any Storage Provider on behalf of Users can only be transferred between Users on the basis of a valid and enforceable undertaking to transfer ownership as fulfilled by the transfer of the corresponding KBAR. DuBois is not required to recognise or accept any other form of transfer or possession, in particular no other possession surrogate pursuant to art. 923 ff. CC nor any derivatives of KBAR.
In case where a User becomes entitled to physical gold held in storage with DuBois or any Storage Provider through legal succession such as inheritance or similar mechanisms, it will be required to provide proof of the legal succession and will need to pass the Onboarding Process as set forth in these Terms.
The operational dynamics between DAU and KBAR within the framework of DuBois services are as follows:
4.1 Each gold kilobar is initially certified by issuance into a unique KBAR, as described above.
4.2 A select number of gold bars can be subject to an additional process of tokenization resulting in the creation of DAU, as described above.
4.3 To ensure the integrity of the tokenization process and to prevent duplicity in ownership claims, KBAR tokens that correspond to circulating DAU tokens will be retained by DuBois and marked as 'inactive' within the Platform.
4.4 For the avoidance of doubt, DAU will reference co-ownership of the specific gold bars that are simultaneously marked as inactive KBAR tokens, maintaining a clear link between the DAU tokens and their corresponding physical gold.
Du Bois Gold AG retains the right to modify operational procedures.
As part of the Platform, DuBois may offer digital wallet services that enable the User to hold, transfer or otherwise transact in DAU or KBAR.
Alternatively, a User may use third-party wallet services, which are not operated nor endorsed by DuBois and which are outside of its sphere of influence. The use of third-party wallets is at the User’s own risk to the exclusion of any liability of DuBois.
The User understands and accepts that not all third-party wallet solutions are technically compatible with DAU or KBAR and that DuBois is free, in its discretion, to decide which solutions to support, if any. The selection of supported third-party wallets does not constitute an endorsement by DuBois and remains subject to the exclusion of liability set out above.
6. User Onboarding and Platform Access
In order to purchase or sell directly with DuBois, to convert DAU or KBAR into physical gold or otherwise make use of the Platform, the User must complete an onboarding process with DuBois (the “Onboarding Process“), in particular subject to Swiss AML/KYC requirements. DuBois may conduct the Onboarding Process via affiliated or third-party service providers.
The User is required to provide DuBois with complete and current information as requested in the Onboarding Process and warrants that all such information is correct and complete. The User may not delegate the registration to any other person or entity.
The User agrees and authorises DuBois and/or any of its service providers to request information and make inquiries as considered necessary, in particular to establish the User’s identity, the beneficial ownership in the funds involved in the relationship, and the source of funds/source of wealth. DuBois may repeat the Onboarding Process in whole or in part or may request additional information as considered necessary in its discretion, in particular with a view to individual transactions in DAU or KBAR.
DuBois reserves the right to reject any User at its discretion, without giving any reason. In particular, DuBois will not accept any anonymous accounts and reserves the right to exclude specific jurisdictions or territories.
Platform access details are non-transferable and may only be used by the respective User. DuBois may amend or modify the login procedure and any authentication methods and factors used from time to time.
DuBois is entitled to rely on the fact that a person having successfully completed the login procedure is in fact the User with the corresponding access details. Actions and entries by such person on the Platform shall be considered the actions and entries of the corresponding User and shall legally bind such User, as applicable. The User will be solely responsible for all activities undertaken and/or costs incurred under the use of the User’s password and login. The User shall notify DuBois immediately if it knows or suspects that the user account has been accessed by a third party or that the User’s Platform access details have been or may have been compromised.
At its discretion, DuBois may review the identity of a User at any time through a channel other than the Platform, but is not obliged to do so.
The User is obliged to treat the access details strictly confidentially and to save and store them with the requisite care to prevent them from becoming known by unauthorised persons, and to take all other appropriate measures to prevent access to and/or misuse of the Platform by unauthorised persons.
DuBois, to the greatest extent permitted by law, excludes any liability for any interference or damage to a User’s devices, computer systems and/or any data contained therein in connection with an access to the Platform or the effecting of any Transactions.
In order to purchase or sell directly with DuBois, to convert DAU or KBAR into physical gold or otherwise make use of the Platform, the User must complete an onboarding process with DuBois (the “Onboarding Process“), in particular subject to Swiss AML/KYC requirements. DuBois may conduct the Onboarding Process via affiliated or third-party service providers.
The User is required to provide DuBois with complete and current information as requested in the Onboarding Process and warrants that all such information is correct and complete. The User may not delegate the registration to any other person or entity.
The User agrees and authorises DuBois and/or any of its service providers to request information and make inquiries as considered necessary, in particular to establish the User’s identity, the beneficial ownership in the funds involved in the relationship, and the source of funds/source of wealth. DuBois may repeat the Onboarding Process in whole or in part or may request additional information as considered necessary in its discretion, in particular with a view to individual transactions in DAU or KBAR.
DuBois reserves the right to reject any User at its discretion, without giving any reason. In particular, DuBois will not accept any anonymous accounts and reserves the right to exclude specific jurisdictions or territories.
Platform access details are non-transferable and may only be used by the respective User. DuBois may amend or modify the login procedure and any authentication methods and factors used from time to time.
DuBois is entitled to rely on the fact that a person having successfully completed the login procedure is in fact the User with the corresponding access details. Actions and entries by such person on the Platform shall be considered the actions and entries of the corresponding User and shall legally bind such User, as applicable. The User will be solely responsible for all activities undertaken and/or costs incurred under the use of the User’s password and login. The User shall notify DuBois immediately if it knows or suspects that the user account has been accessed by a third party or that the User’s Platform access details have been or may have been compromised.
At its discretion, DuBois may review the identity of a User at any time through a channel other than the Platform, but is not obliged to do so.
The User is obliged to treat the access details strictly confidentially and to save and store them with the requisite care to prevent them from becoming known by unauthorised persons, and to take all other appropriate measures to prevent access to and/or misuse of the Platform by unauthorised persons.
DuBois, to the greatest extent permitted by law, excludes any liability for any interference or damage to a User’s devices, computer systems and/or any data contained therein in connection with an access to the Platform or the effecting of any Transactions.
To purchase physical gold represented by the DAU or KBAR directly from DuBois, the User must have successfully completed the Onboarding Process and maintain an active, unrestricted User account. In addition, DuBois may in the individual case raise further requests for information or clarifications. If the User fails to satisfy DuBois due diligence, the purchase request does not proceed beyond this stage. The acceptance of any purchase requests is in DuBois' full discretion.
The User submits a purchase request for a number of DAU (or fractions thereof) or KBAR to DuBois via the user interface on the Platform. DuBois determines the approximate purchase price and service fee (see Section 11) based on the prevailing gold market price and requests the User to pre-fund the transaction by wiring fiat money to a non-interest-bearing client money bank account of DuBois. Upon receipt of the money in the client money bank account, DuBois credits the relevant amount to the User's account with DuBois.
Upon receipt of the pre-funding, DuBois, on a reasonable efforts basis, aims to purchase the requested amount of gold with third-party gold vendors or to satisfy the User's gold purchase request with gold from its own gold inventory (or a combination of both). In each case, DuBois will act as the User’s only counterparty (see Section 8).
To settle the transaction, DuBois will determine the final purchase price including the service fees and will debit the corresponding amount from the User’s account. Against this payment, DuBois will allocate the relevant amount of physical gold to the appropriate storage and will issue and/or transfer the corresponding DAU or KBAR to a supported digital wallet designated by the User. Any potential surplus in any fiat currency on the User's account that is not used for gold purchase or otherwise owed to DuBois will be returned to the User by wire transfer latest within 60 days of receipt. DuBois reserves the right, in particular, to apply any residual amounts towards the User’s outstanding storage or other fees instead of returning such amounts to the User.
Once the User holds the DAU or KBAR in its wallet, it can continue to hold them or transfer them onwards. Transfers can be made among digital wallets offered by DuBois and also to, from or between third-party wallets to the extent such wallets are technically compatible with DAU or KBAR.
The User acknowledges and agrees that DuBois may be required to share information regarding beneficial ownership of the physical gold in storage with the Storage Providers from time to time.
The User understands and agrees that DuBois may amend the purchase process from time to time.
To purchase physical gold represented by the DAU or KBAR directly from DuBois, the User must have successfully completed the Onboarding Process and maintain an active, unrestricted User account. In addition, DuBois may in the individual case raise further requests for information or clarifications. If the User fails to satisfy DuBois due diligence, the purchase request does not proceed beyond this stage. The acceptance of any purchase requests is in DuBois' full discretion.
The User submits a purchase request for a number of DAU (or fractions thereof) or KBAR to DuBois via the user interface on the Platform. DuBois determines the approximate purchase price and service fee (see Section 11) based on the prevailing gold market price and requests the User to pre-fund the transaction by wiring fiat money to a non-interest-bearing client money bank account of DuBois. Upon receipt of the money in the client money bank account, DuBois credits the relevant amount to the User's account with DuBois.
Upon receipt of the pre-funding, DuBois, on a reasonable efforts basis, aims to purchase the requested amount of gold with third-party gold vendors or to satisfy the User's gold purchase request with gold from its own gold inventory (or a combination of both). In each case, DuBois will act as the User’s only counterparty (see Section 8).
To settle the transaction, DuBois will determine the final purchase price including the service fees and will debit the corresponding amount from the User’s account. Against this payment, DuBois will allocate the relevant amount of physical gold to the appropriate storage and will issue and/or transfer the corresponding DAU or KBAR to a supported digital wallet designated by the User. Any potential surplus in any fiat currency on the User's account that is not used for gold purchase or otherwise owed to DuBois will be returned to the User by wire transfer latest within 60 days of receipt. DuBois reserves the right, in particular, to apply any residual amounts towards the User’s outstanding storage or other fees instead of returning such amounts to the User.
Once the User holds the DAU or KBAR in its wallet, it can continue to hold them or transfer them onwards. Transfers can be made among digital wallets offered by DuBois and also to, from or between third-party wallets to the extent such wallets are technically compatible with DAU or KBAR.
The User acknowledges and agrees that DuBois may be required to share information regarding beneficial ownership of the physical gold in storage with the Storage Providers from time to time.
The User understands and agrees that DuBois may amend the purchase process from time to time.
The User may sell its physical gold represented by DAU or KBAR to DuBois.
In order to sell gold represented by DAU or KBAR to DuBois directly, the User must have successfully completed the Onboarding Process and maintain an active, unrestricted User account. In addition, DuBois may in the individual case raise further requests for information or clarifications. If the User fails to satisfy DuBois due diligence, the sale does not proceed beyond this stage. The acceptance of any sale requests is in DuBois’ full discretion.
The User submits a sale request to DuBois via the user interface on the Platform for a number of DAU or KBAR. DuBois provides an indicative price for such number of DAU or KBAR to the User. If the User wishes to proceed, the User is requested to transfer the relevant DAU from the User's wallet to the wallet address provided by DuBois. Upon receipt of the Users' DAU or KBAR, DuBois sells the relevant amount of gold in storage for Users against fiat currency at the prevailing gold spot price. Alternatively, DuBois reserves the right to purchase the relevant amount of gold for its own account at the prevailing gold spot price.
Upon settlement of the gold sale, DuBois will transfer the sales proceeds, minus applicable fees (as listed on the DuBois website), to the User by wire transfer and will subsequently digitally invalidate and burn the DAU or KBAR received from the User. If DuBois purchases the DAU or KBAR for its own account, they are not invalidated but kept in DuBois' own wallet for future use.
The User understands and agrees that DuBois may amend the sales process from time to time.
9. Conversion of DAU and Delivery of the Physical Gold
The User may convert its DAU or KBAR into physical gold and request physical delivery from DuBois.
In order to convert the DAU or KBAR with DuBois directly, the User must have successfully completed the Onboarding Process and maintain an active, unrestricted User account. In addition, DuBois may in the individual case raise further requests for information or clarifications. Further, the User must have or advance sufficient funds in or to its account with DuBois to cover any fees due or becoming due as a consequence of the conversion request or otherwise. If the User fails to satisfy DuBois due diligence, the conversion does not proceed beyond this stage. The acceptance of any conversion request is in DuBois’ full discretion.
The User submits a conversion request to DuBois for an amount of gold represented by DAU or KBAR it holds via the user interface on the Platform. The User may request the gold corresponding to its DAU or KBAR to be (i) made available for physical collection by the User or its appointed representative, (ii) physically transferred from the separate DuBois customer storage into the User's own compartment in a Storage Provider's vault, or (iii) physically transported to another vault at the instruction of the User. The conversion is subject to a fee, the rate of which depends on the amount of DAU or KBAR to be converted and on the chosen form of delivery.
A User of DAU may only submit a request to convert its DAU into physical gold in (accumulated) multiples of (i) kilograms, (ii) other LBMA-reference sizes of gold bars as held in stock by DuBois, or (iii) other denominations agreed with DuBois as melted down and held by DuBois or its Storage Provider in physical form.
A User of KBAR may only submit a request to convert its KBAR into the specific physical gold bar that is referenced in the attributes (metadata) of their token.
The User is requested to transfer the relevant DAU or KBAR from the User's wallet to the wallet address provided by DuBois. Where physical collection has been requested, DuBois will coordinate such collection with the Storage Provider and will forward instructions for collection to the User. If another mode of conversion is chosen, the User is responsible for organising its own storage compartment/vault and/or transport. Once the conversion of the DAU or KBAR is completed and the physical gold has been collected or transferred, DuBois will digitally invalidate and burn the DAU or KBAR received from the User.
The User understands and agrees that DuBois may amend the conversion and delivery process from time to time.
10. DuBois Acting as Counterparty
All purchase, sale and conversion transactions are executed by DuBois as principal, i.e. as a counterparty to the User in the capacity as buyer or seller, respectively.
In particular, DuBois does not act as an agent, broker, intermediary or otherwise as a fiduciary for or on behalf of a User in any such transaction, unless otherwise agreed.
Depending on how the purchase, sale and conversion transactions are fulfilled, DuBois may act as principal or riskless principal. As a principal, DuBois acts on an arm’s length basis for its own account and benefit. As a riskless principal, DuBois fulfils the User's transaction by simultaneously executing an identical back-to-back transaction (or combination of transactions) with other counterparties.
All purchase, sale and conversion transactions are executed by DuBois as principal, i.e. as a counterparty to the User in the capacity as buyer or seller, respectively.
In particular, DuBois does not act as an agent, broker, intermediary or otherwise as a fiduciary for or on behalf of a User in any such transaction, unless otherwise agreed.
Depending on how the purchase, sale and conversion transactions are fulfilled, DuBois may act as principal or riskless principal. As a principal, DuBois acts on an arm’s length basis for its own account and benefit. As a riskless principal, DuBois fulfils the User's transaction by simultaneously executing an identical back-to-back transaction (or combination of transactions) with other counterparties.
DuBois selects and instructs any Storage Providers with customary diligence and requires them to obtain insurance for the stored physical gold to cover common risk factors. DuBois' liability shall be limited to due selection and instruction of the relevant Storage Provider with the customary diligence.
At its sole discretion, DuBois may at any time terminate its storage agreement with a Storage Provider and may effect a transfer from one Storage Provider to another. DuBois undertakes to bear the costs of such transport.
Upon request and at its discretion, DuBois may provide escrow services for transactions in DAU or KBAR between Users. The specifics of such services, including the transfer instructions and the specifics of the release of monies and DAU or KBAR in escrow, shall be governed by a separate escrow agreement, which may be entered into electronically on the Platform.
The fees of DuBois include, in particular and depending on the services rendered, minting fees, purchase fees, sales fees, storage fees, transfer fees, service fees, delivery fees and conversion fees and, pursuant to separate agreement, escrow fees, all as further specified on DuBois’ website. DuBois reserves the right to amend the fees from time to time in its discretion.
For each transfer of DAU or KBAR, a gas fee may be incurred as defined by the underlying blockchain protocol. Each User is responsible for such gas fees and agrees to reimburse DuBois for any amounts pre-paid by DuBois. The User further understands that the calculation of the amount of the gas fees depends on the transactional volume and traffic on the blockchain protocol and that the determination and final amounts of the gas fees are outside of the sphere of influence of DuBois.
14. Rights of Lien, Retention and Set-Off
DuBois has a right of lien, for all of its current or future claims against the User accrued and existing in or in connection with any Transaction, the use of the Platform or otherwise incurred in connection with the business relationship from time to time, on and with respect to all assets (including without limitation any physical gold referenced by the User’s DAU or KBAR) DuBois holds for the User at any given point in time, whether directly or with a Storage Provider, and on any cash or cryptocurrency balances or other claims of the User against DuBois. Such right of lien shall exist irrespective of the type, denomination or maturity of DuBois’ claims against the User. In addition, DuBois shall have a right of retention on all of the aforementioned assets held for the User as security for any of its aforementioned claims.
In an event of default on the part of the User, e.g. in case of fees or other claims of DuBois becoming overdue, DuBois shall be entitled to realise any and all of the assets, claims or other rights over which it has a lien either by forced or by private sale and including by way of acquisition by DuBois for its own account. DuBois may also, in its discretion, in the event of default on the part of the User, initiate proceedings for ordinary debt enforcement by way of seizure or bankruptcy proceedings, upholding the lien. In addition to this, DuBois may, in its discretion, blacklist the relevant User's DAU or KBAR to be able to freeze them and secure its lien.
Where DuBois realizes its right of lien, it will, after satisfaction of any claims due, transfer the remaining funds to the User. If the User, after an appropriate time period granted by DuBois, fails to notify DuBois where to transfer these funds, DuBois may, with the effect of discharging all its obligations towards the User, deposit the funds at the place designated by a court or may send a check or a paper wallet, respectively, to the User’s address last known to DuBois.
DuBois reserves the right to set off any claims the User may have against DuBois against any claims accruing to DuBois from or in connection with its business relationship with the User, irrespective of the identity, type, denomination, or maturity of such claims. In particular, DuBois shall be entitled to set off even where a claim to be set off is not a claim for a particular amount in any currency, but for return of an asset held by DuBois or any of its Storage Providers, or is subject to objections.
DuBois’ rights of lien, retention and set-off shall also apply to any claims of DuBois to be indemnified or held harmless.
15. Compliance with Legal Requirements
The User is obliged to comply at all times with any applicable laws and regulations (including, without limitation, any tax laws) in connection with the use of the Platform, the DAU, the KBAR and the Transactions.
DuBois assumes no liability for damages or losses that occur in connection with the failure to comply with any legal or regulatory obligations on the part of the User. The User shall bear any loss or damage and shall indemnify and hold harmless DuBois for any loss or damage incurred by DuBois, as a result of or in connection with any non-compliance by the User with its obligations set forth in this Section or otherwise in these Terms, or any obligations pursuant to applicable laws or regulations, including any non-compliance by any third parties acting on the User’s behalf.
The User is obliged to comply at all times with any applicable laws and regulations (including, without limitation, any tax laws) in connection with the use of the Platform, the DAU, the KBAR and the Transactions.
DuBois assumes no liability for damages or losses that occur in connection with the failure to comply with any legal or regulatory obligations on the part of the User. The User shall bear any loss or damage and shall indemnify and hold harmless DuBois for any loss or damage incurred by DuBois, as a result of or in connection with any non-compliance by the User with its obligations set forth in this Section or otherwise in these Terms, or any obligations pursuant to applicable laws or regulations, including any non-compliance by any third parties acting on the User’s behalf.
The User understands and accepts the risks associated with the Platform and/or the DAU or KBAR. In particular, the User understands, acknowledges, and assumes the risks listed hereinafter. The User further understands and accepts that this list of risks is not exhaustive and that the descriptions of specific risks are not necessarily comprehensive.
16.1 Technical Risks
The blockchain that forms the technical basis of the DAU or KBAR is based on decentralised architecture that is outside the sphere of influence of DuBois or the User, and which may from time to time experience delays or other unwanted events. The Platform is run and based on open-source software which may be susceptible to risks of system and software vulnerabilities or malfunctions. The functionality of the DAU or KBAR and the interaction with the underlying blockchain network is determined by smart contracts, which are susceptible to code faults.
Transactions on a blockchain are final and irreversible and the history of transactions is computationally impractical to modify, as a consequence of which any transfers of DAU or KBAR to incorrect wallet addresses will not be possible to reverse.
16.2 Risk of Private Key Loss
The DAU or KBAR on a particular wallet address can only be accessed and/or transferred with the respective private keys, which are susceptible to risks of loss, theft, destruction, or hacking. If a private key is lost, stolen, or has gone missing otherwise, the DAU or KBAR associated with the User's wallet would be unrecoverable and would be permanently lost.
16.3 Regulatory Risk
The User understands and accepts that the DAU or KBAR are not intended to constitute, and do not qualify as, standardised certificated, uncertificated, or ledger-based securities, derivatives, or intermediated securities under Swiss Law.
It may not be excluded that foreign authorities might qualify DAU or KBAR as forms of securities, derivatives, or other financial instruments under local applicable laws and regulations. It remains in the User's responsibility to comply with any laws and regulations applicable to the User when holding or transferring the DAU or KBAR.
These Terms do not constitute a prospectus, advertisement or offer document of any kind and are not intended to facilitate an offer or a solicitation for investment in securities, derivatives, or any other financial instrument in any jurisdiction.
DuBois is authorised, at its discretion, to communicate with the User via the Platform, other electronic channels (e.g. e-mail, short messaging services, mobile applications etc.) as well as by post or telephone, using the User contact details previously used with or explicitly provided to DuBois (e.g. email address or mobile phone number).
Unencrypted emails and other unprotected electronic communication channels are not secured against access by unauthorised third parties and therefore entail corresponding risks, e.g. a lack of confidentiality, manipulation of content or sender details, incorrect routing, delay or viruses, which are outside the sphere of influence of DuBois. DuBois assumes no liability for any damage incurred through the use of unencrypted or unprotected electronic communication channels on part of the User.
To the extent that data of a User constitute personal data pursuant to applicable data protection laws and regulations, DuBois processes such data in accordance with such laws and regulations. The principles applied by DuBois and the purposes for which personal data is processed by DuBois are set out in DuBois’ Privacy Policy, accessible under DuBois’ website.
The User bears the sole responsibility to determine whether holding or engaging in Transactions in DAU, KBAR, or the underlying physical gold, any potential appreciation or depreciation in value of DAU, KBAR or the underlying physical gold and/or any other action or transaction related to the Platform have tax implications for it and the User shall be solely responsible for any associated tax liabilities. DuBois bears no liability for determining whether taxes apply to the User's transactions, or for collecting, reporting, or remitting any taxes arising from any transaction.
Should the compensation invoiced by DuBois to the User for services or other supplies provided by DuBois to the User in connection with DAU or KBAR be subject to VAT, such VAT shall be charged to, and borne by, the User.
DuBois is entitled to outsource in full or in part functions and business areas to affiliates and/or third parties in Switzerland and abroad and to disclose the information and User data required for the performance of such outsourced services to such service providers within the framework of the legal requirements and the DuBois Privacy Policy. If functions or business areas are outsourced, DuBois’ liability shall be limited to due selection and instruction of the relevant service provider with the customary diligence.
21. Liability and Indemnification
The obligation of DuBois towards the User consists solely in providing the contractually agreed services with the customary diligence.
DuBois is liable towards the User solely for direct damages demonstrably caused by an intentional or grossly negligent breach of DuBois’ obligations. Any liability for indirect or consequential damages, including lost profits, is excluded. In particular, DuBois shall not be liable for:
· Damages or losses that are the result of events or the materialization of risks outside DuBois' sphere of influence;
· Damages or losses that occur or are increased as a result of breaches of obligations on the part of the User, including, but not limited to, those in connection with (a) breaches of these Terms or other contractual arrangements between DuBois and the User, (b) breaches of legal obligations in connection with the use of the Platform, or (c) the omission or late implementation of measures to reduce damages on the part of the User;
· In all other cases in which the liability of DuBois is excluded or limited (in the latter case, to the extent of such limitation) in these Terms or in other agreements with the User.
The User undertakes to reimburse DuBois for all fees, costs, and expenses and to indemnify and hold DuBois harmless for all liability and damages that are incurred by it as a result of the proper execution and processing of Transactions or the due provision of the Platform.
In the event of bankruptcy of DuBois and a subsequent liquidation procedure, the physical gold represented by the DAU or KBAR, which is held in storage by DuBois for the Users pursuant to these Terms, will not form part of the bankruptcy estate of DuBois under Swiss law as it is owned by the Users. However, DuBois may no longer be able to dispose of the gold referenced by DAU or KBAR and a User holding any DAU or KBAR may be required to take action to claim ownership or co-ownership over the physical gold with the competent bankruptcy administrator so that it can be segregated from the estate. The purchase, sale and conversion processes set out in these terms will not apply in bankruptcy.
The User understands and accepts that DuBois will not, and is not able to undertake any action on behalf of the User in the event of bankruptcy.
23. Suspension of Access and Exclusion from the Platform
DuBois reserves the right to temporarily or permanently suspend or restrict access to or use of the Platform, including the possibility to effect any Transactions on the Platform, at any time and without prior notice in general or for an individual User, especially if there is an indication of unauthorized manipulations or breaches of legal or contractual obligations including these Terms, or if DuBois, at its discretion, otherwise considers such measures to be necessary for the protection of a User.
DuBois assumes no liability for damages or losses incurred in connection with the suspension or restriction of the Platform access or Platform use where it has duly exercised its discretion using the customary diligence.
24. No Assignment of Business Relationship
The User may not assign its business relationship with DuBois nor any rights or obligations thereunder, including in respect of individual Transactions, to any third party without the prior written consent of DuBois.
Any failure, delay, or omission by DuBois to exercise or enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
If any provision of these Terms is or becomes invalid or unenforceable in any jurisdiction under applicable law, the remaining provisions shall continue to be binding.
27. Applicable Law and Place of Jurisdiction
All legal relations between the User and DuBois are governed by and shall be construed in accordance with Swiss law.
The exclusive place of jurisdiction for all legal proceedings, subject to mandatory provisions of Swiss law, and the place of performance and debt enforcement for a User domiciled outside of Switzerland, is the City of Zug, Switzerland. DuBois reserves the right to initiate legal proceedings at the place of domicile of the User or before any other competent court or authority.
28. Amendments to the Terms
DuBois reserves the right to amend these Terms from time to time and will inform the User of such amendments in advance in a suitable manner (e.g. by publication on the Platform or via direct notice via e-mail).
Amendments to these Terms are deemed approved if the User does not submit an objection in writing within 30 days of the date of the amendment. Furthermore, continued use of the Platform following the information by DuBois on the amended Terms will be deemed as acceptance by the User of the amended Terms.
These Terms are available in their most current form under DuBois’ website.
DuBois reserves the right to amend these Terms from time to time and will inform the User of such amendments in advance in a suitable manner (e.g. by publication on the Platform or via direct notice via e-mail).
Amendments to these Terms are deemed approved if the User does not submit an objection in writing within 30 days of the date of the amendment. Furthermore, continued use of the Platform following the information by DuBois on the amended Terms will be deemed as acceptance by the User of the amended Terms.
These Terms are available in their most current form under DuBois’ website.
Last Updated: February 2024