By clicking "Accept" below, you agree to the following terms and conditions ("Terms and Conditions") governing the minting, holding, transfer and redemption of cryptographically secured digital tokens ("RYTs") issued by Solowin Digital Horizon SP (BVI) Ltd., a British Virgin Islands business company ("Company").
If you do not agree to these Terms and Conditions, you may not acquire or hold RYTs.
TERMS AND CONDITIONS – ISSUE, HOLDING AND REDEMPTION OF RYTs
Effective Date: 13/03/2025
IMPORTANT NOTICE
The Company and RYTs are not registered with, endorsed, or approved by the British Virgin Islands Financial Services Commission or any other regulatory authority. Neither these Terms and Conditions nor the Risk Disclosure Statement constitute legal, investment, tax, regulatory, financial, accounting, or other advice. Prospective Tokenholders are responsible for reviewing all applicable risk factors and for seeking independent advice regarding all legal, regulatory, and tax consequences before acquiring or using RYTs. These Terms and Conditions govern the minting, holding, transfer and redemption of RYTs. The creation and declaration of bare trusts in respect of the Underlying Shares corresponding to each RYT are effected solely by the Instrument. The RYTs are intended solely as digital receipts evidencing an entitlement under a bare trust declared by the Company, as trustee, over specified Underlying Shares pursuant to the Instrument. The RYTs do not constitute securities, certificates representing investments, depositary receipts, notes, collective investment scheme units, rights or interests in investments or other regulated “investments” as defined under the Securities and Investment Business Act (as amended) of the British Virgin Islands ("SIBA") or under any similar law. The Company does not make any warranty that the offer or holding of RYTs is compliant with the laws or regulations of any specific jurisdiction.
1.1 "Approved Cryptocurrencies" means USDC (USD Coin) or any other cryptocurrency, stablecoin, digital asset, or other form of virtual asset as may be designated and accepted by the Company from time to time for the purposes of payment of subscription monies, redemption proceeds, or distributions as notified to Tokenholders via the Platform or otherwise.
1.2 "Effective Date" means the date and time you click "Accept" and/or otherwise signify acceptance of these Terms and Conditions, or upon amendment of these Terms and Conditions in accordance with the terms herein, such date when the amended Terms and Conditions take effect.
1.3 "KYC" means know-your-customer, anti-money laundering, counter-terrorist financing, counter-proliferation financing and similar compliance procedures required by law or the Company's policy, from time to time.
1.4 "Instrument" means the declaration of trust of the Company dated 13/10/2025, by which the Company establishes a separate and distinct bare trust over the relevant Underlying Shares corresponding to each RYT, as may be amended, supplemented or restated from time to time.
1.5 "Platform" means the web interface for interacting with RYTs, available at https://ryt.finance/.
1.6 "Privacy Notice" means the Company’s privacy notice, as updated and published from time to time at https://ryt.finance/privacy-policy.
1.7 "Prohibited Person" any person or entity controlling, controlled by or under common control with the Tokenholder, acting, directly or indirectly, (a) in contravention of any applicable laws and regulations, including anti-money laundering regulations or conventions, (b) on behalf of terrorists or terrorist organisations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), or any lists or resolutions issued by the United Nations ("UN") (whether through the Security Council or otherwise), the European Union ("EU") or the United Kingdom ("UK"), pursuant to which dealings with persons specified therein are prohibited, restricted or discouraged, as any such list may be amended from time to time ("Sanctions List"), (c) for a politically exposed person , a family member of a politically exposed person or a close associate of a politically exposed person unless the Company, after being specifically notified by Tokenholder in writing that it is such a person, conducts further due diligence and determines that Tokenholder shall be permitted to subscribe for RYTs, or (d) as trustee, agent, representative or nominee for a foreign shell bank. For these purposes:
(a) the OFAC list may be accessed on the web at http://www.treas.gov/ofac;
(b) a "politically exposed person" includes: (i) a person who is or has been entrusted with prominent public functions by a foreign country, for example a Head of State or of government, senior politician, senior government, judicial or military official, senior executive of a state owned corporation, and important political party official; (ii) a person who is or has been entrusted domestically with prominent public functions, for example a Head of State or of government, senior politician, senior government, judicial or military official, senior executive of a state owned corporation, and important political party official; and (iii) a person who is or has been entrusted with a prominent function by an international organization like a member of senior management, such as a director, a deputy director and a member of the board or equivalent functions;
(c) a family member of a politically exposed person includes the politically exposed person's parents, siblings, spouse and children;
(d) a close associate of a politically exposed person means any natural person who is known to hold the ownership or control of a legal instrument or person jointly with a politically exposed person, or who maintains some other kind of close business or personal relationship with a politically exposed person, or who holds the ownership or control of a legal instrument or person which is known to have been established to the benefit of a politically exposed person; and
(e) a foreign shell bank means a foreign bank without a physical presence in any country, but does not include a regulated affiliate. A post office box or electronic address would not be considered a physical presence. A regulated affiliate means a foreign shell bank that: (i) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, as applicable; and (ii) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or foreign bank.
1.8 "Protocol" means the set of smart contracts deployed by the Company to manage the minting, burning, and administration of RYTs, which may be accessed via the Platform.
1.9 "Redemption" refers to the procedure set out at Clause 4 for burning RYTs subject to successful completion of KYC and any other regulatory requirements.
1.10 "Risk Disclosure Statement" accessible at: https://doc.ryt.finance/docs/files/Solowin_Digital_Horizon_SP_BVI_Ltd_Risk_Disclosure_Statement.pdf.
1.11 "RYT" means a cryptographically secured digital token minted by the Company at a 1:1 ratio with the relevant Underlying Shares. Each RYT only confers upon the relevant Tokenholder such rights as specifically set out in these Terms and Conditions, and does not represent ownership or equity in the Company or the Underlying Fund in any way.
1.12 "Technology Service Provider" means AlloyX (Cayman) Ltd. and/or its subsidiaries or any other third-party technology provider engaged by the Company to provide technical support services in relation to the operation, minting, burning and administration of RYTs and operation of the Protocol.
1.13 "Tokenholder" means, in respect of any RYT, the person who is recorded as holding RYT on the relevant blockchain network, provided that any reference in these Terms and Conditions to a Tokenholder in the context of Tokenholder being a beneficiary or exercising rights or entitlements as a beneficiary under the Instrument or with respect to the corresponding Underlying Shares as trust property (for the avoidance of doubt, not as holder of any security, investment, or certificate representing investments), including without limitation the right to Redemption, distribution, instruction, or enforcement, shall be construed as referring only to such person as is recorded in the Company’s internal register of beneficiaries as beneficiary in respect of the relevant RYT at the relevant time. A person who acquires RYTs on-chain but is not so recorded shall not be recognised as a Tokenholder for such purposes, and shall not be entitled to enforce any beneficiary rights under these Terms and Conditions or the Instrument.
1.14 "Transaction Cost" means: any fees, commissions, charges, costs or expenses incurred or charged by the Technology Service Provider and/or by any third-party service provider in connection with: (a) the minting or burning of RYTs; (b) the conversion or exchange of fiat currency or Approved Cryptocurrencies through any OTC vendor or regulated exchange selected by the Company at the time, using rates and charges prevailing at such OTC vendor or regulated exchange, and without any obligation on the part of the Company to achieve best execution; and/or (c) any other permitted transaction under these Terms and Conditions, in each case as applicable and as determined by the Company.
1.15 "Underlying Fund" means Solomon Global Select Fund SPC, an exempted company incorporated in the Cayman Islands and registered as a segregated portfolio company, regulated by the Cayman Islands Monetary Authority as a mutual fund under section 4(3) of the Mutual Funds Act (Revised) of the Cayman Islands, acting for the account of its segregated portfolio known as Solowin Digital Horizon SP.
1.16 "Underlying Fund Tokens" means any digital token issued by the Underlying Fund as evidence of title to the Underlying Shares, with each token uniquely mapped to a specific RYT via smart contract.
1.17 "Underlying Offering Documents" means, in relation to the Underlying Shares, the latest offering document, private placement memorandum, prospectus and/or constitutional documents of the Underlying Fund, as amended or supplemented from time to time.
1.18 "Underlying Shares" means the participating shares issued by the Underlying Fund held by the Company as legal holder or investor of record as bare trustee for the benefit of each Tokenholder.
2 LEGAL BASIS AND ACCEPTANCE
2.1 These Terms and Conditions are governed by the laws of the British Virgin Islands and all transactions contemplated herein are deemed to occur in the British Virgin Islands.
2.2 You acknowledge that you have read, understood and agree to be bound by these Terms and Conditions. You agree that these form a binding contract as between you and the Company regarding all RYTs you mint, hold, or redeem from the Effective Date.
2.3 These Terms and Conditions govern the rights and obligations of any person who acquires, holds, or seeks to redeem RYTs, whether such RYTs were acquired directly from the Company or through a transfer or secondary sale. Any person who becomes a holder of RYTs in any manner shall be deemed, by acquiring, holding or seeking to redeem such RYTs, to have agreed to and be bound by these Terms and Conditions (including any amendments in effect at the time of such acquisition, holding or redemption), and to have made all acknowledgments and representations set out herein.
3 MINTING AND HOLDING OF TOKENS
3.1 By accepting these Terms and Conditions, you acknowledge you have read and agree to the terms of the offering and issuance of the Underlying Shares as set out in the Underlying Offering Documents, and that you acknowledge and agree that it is your responsibility to request or determine not to request a copy of the Underlying Offering Documents from the Company at any time prior to acceptance of these Terms and Conditions.
3.2 Upon your acceptance of these Terms and Conditions, successful completion of KYC, and payment of subscription monies in accordance with the Company’s instructions and subject to clause 3.3 below, the Company will, as soon as practicable:
(a) acquire the applicable Underlying Shares as legal owner and bare trustee for Tokenholder with the subscription monies received net of Transaction Cost (if applicable), and
(b) upon acquisition of the Underlying Shares for the account of Tokenholder, mint a corresponding number of RYTs at a 1:1 ratio to the Underlying Fund Tokens, with each RYT uniquely mapped to a Underlying Fund Token.
3.3 The Company may, at its sole discretion, specify from time to time whether cash and if applicable, which Approved Cryptocurrencies it will accept from Tokenholders as payment for subscriptions for RYTs. If a Tokenholder subscribes using Approved Cryptocurrencies, the Company is authorised (without further notice) to arrange for conversion of all such Approved Cryptocurrencies through one or more licensed over-the-counter (OTC) vendors or regulated exchanges into fiat currency, for investment in the corresponding Underlying Shares as set out herein. Only the net proceeds of conversion, after deduction of all Transaction Costs and related expenses, will be used or deemed to be used for the subscription for the Underlying Shares on Tokenholder’s behalf. Any activities of the Company in relation to such conversion shall be purely administrative in nature, and nothing in these Terms and Conditions shall require the Company, in its capacity as bare trustee, to exercise judgment or discretion in selecting timing, venue, or counterparty in connection with any such conversion or exchange.
3.4 The Company holds all Underlying Shares and Underlying Fund Tokens as bare trustee for the exclusive benefit of the relevant Tokenholder, strictly in accordance with these Terms and Conditions and without independent economic interest or discretion except as required for administration.
3.5 Pursuant to the Instrument, a separate and distinct trust is established or declared by the Company in respect of each RYT issued, with the Company acting as bare trustee in respect of the Underlying Shares corresponding to that RYT. Each Tokenholder is, in respect of the relevant RYT, the sole beneficiary of the separate trust corresponding to that RYT, and such trust property shall be held strictly for the benefit of the relevant Tokenholder(s) only, and not for the benefit of any other person. For the avoidance of doubt, the establishment and declaration of separate and distinct bare trusts over the Underlying Shares corresponding to each RYT is effected by, and takes effect pursuant to, the Instrument executed by the Company as trustee, and not by virtue of acceptance of these Terms and Conditions, and holding a RYT on-chain, without being registered as beneficiary in the register of beneficiaries maintained by the Company, does not entitle a Tokenholder to any rights or claims to the relevant trust property. The Company shall hold each Underlying Interest (and proceeds thereof) on bare trust strictly for the benefit of the relevant Tokenholder as specified in these Terms and Conditions, and has no beneficial interest in such property, and in this connection:
(a) the Company shall act only on instructions from Tokenholder given pursuant to these Terms and Conditions (including in respect of Redemption) and shall not be under any obligation to otherwise exercise or enforce any rights, perform voting, or take other action in respect of the Underlying Shares unless and to the extent expressly set out herein or required by applicable law;
(b) the Company shall not be obliged to take or refrain from taking any action if such action would, in its reasonable opinion, result in a breach of applicable law, regulation, order of a court, or conflict with the constituent or governing documents or the Underlying Offering Documents, or expose the Company to any potential liability or sanction;
(c) the Company shall be under no obligation to monitor, enhance, or preserve the value of any Underlying Interest, nor to monitor or supervise the conduct, solvency, regulation, or compliance of the Underlying Fund or any counterparty, except as expressly required by these Terms and Conditions or by law;
(d) the Company may hold Underlying Shares and proceeds in omnibus or commingled accounts, provided that its books and records, and (where applicable) metadata or other identification methods, provide for appropriate allocation, identification, and segregation of each Tokenholder’s trust property.
3.6 For the avoidance of doubt, each RYT functions solely as a non-negotiable digital acknowledgment or receipt of a potential beneficial interest under the trust declared by the Company pursuant to the Instrument, and does not by itself constitute or confer a negotiable instrument or certificate representing investments, a direct, transferable right or entitlement to any Underlying Shares or a regulated investment or security under SIBA or any similar legislation.
3.7 Subject to applicable law and these Terms and Conditions, the Company shall, promptly upon receipt, onward distribute to the relevant Tokenholder any distributions, dividends, interest, or other amounts received by the Company in respect of the Underlying Shares corresponding to that Tokenholder’s RYT(s) (net of any applicable fees, expenses, or withholdings), in accordance with such Tokenholder’s instructions and the procedures set out herein.
3.8 Each Tokenholder represents and undertakes that it acquires, holds, and seeks to redeem RYTs only for its own account as principal and not as nominee, custodian, or agent for any other person. For the avoidance of doubt, the Company shall only recognise as the beneficiary of a RYT the person, if any, recorded in its internal register of beneficiaries maintained pursuant to the Instrument, and shall not be obliged to recognise any other interest, lien, or claim in, over, or to any RYT or the corresponding Underlying Shares, even if notified of such interest, provided that any reference to Tokenholder in the context of entitlements as a beneficiary under these Terms and Conditions or the Instrument shall be construed in accordance with clause 1.
3.9 The Company shall, upon receipt of timely, complete and lawful instructions from the relevant Tokenholder, exercise any voting rights or other powers attaching to the Underlying Shares held on trust for such Tokenholder, subject to: (a) the procedures and deadlines required by the Underlying Fund or its agents (including any applicable record date), (b) the technical and administrative limitations of the Protocol and custodial arrangements, and (c) applicable law. If no such instructions are received by the relevant deadline, the Company shall not be obliged to exercise any such rights, and shall incur no liability for failure to do so. The Company may, but is not obliged to, notify Tokenholders of any upcoming meetings or votes relating to the Underlying Shares.
4 TRANSFER, REDEMPTION AND BURNING
4.1 Transferability:
RYTs are transferable by Tokenholders using compatible blockchain technology, and the Company is not involved in, nor does it intermediate, authorise, or record, any transfer of RYTs between holders. The transferee must complete satisfactory KYC with the Company in order to access Redemption or burning functionalities. All assignments or dispositions of beneficial interests in the trust property corresponding to any RYT, or any notice thereof, may be effected and recognised by electronic means (including via the Platform, blockchain notification, or electronic signature) in accordance with the Electronic Transactions Act 2001, save where expressly excluded by that Act or by applicable law. No rights as beneficiary shall be conferred or transferred except and until the Company has updated its internal register of beneficiaries in accordance with its compliance procedures. For the avoidance of doubt, the Company may, in good faith and strictly for legal, regulatory, or compliance reasons (including under Clause 8), refuse, block, or reverse the registration of any transfer in its internal register of beneficiaries, or freeze or blacklist the associated RYT(s) or blockchain address(es), provided that the Company will not exercise this authority on an arbitrary or discretionary basis.
4.2 Redemption and Redemption Relay:
A Tokenholder seeking to redeem RYTs must:
(a) submit a redemption request via the Platform, specifying the quantity of RYTs, the recipient wallet/address and any documentation required for KYC.
(b) upon receipt of a valid request and successful KYC, the Company will (subject to Underlying Interest terms and liquidity):
(i) lock the relevant RYTs,
(ii) arrange for the redemption of corresponding Underlying Shares,
(iii) upon receipt of proceeds, burn RYTs and transfer net redemption proceeds (net of Transaction Cost (if applicable)) to the registered wallet/account
(the processes described in (ii) and (iii) above are collectively referred to as "Redemption Relay").
4.3 If a Tokenholder fails to submit timely, complete, and accurate instructions for Redemption or other actions required under these Terms and Conditions, the Company shall have no liability for losses, missed proceeds, forfeited rights, or opportunities arising from such failure. The Company may, but is not obligated to, take remedial steps or process late instructions.
4.4 The Company will provide confirmation of completion of the Redemption and burning process via the Platform within one business day of all steps being completed.
4.5 The Company may, but is not obligated to, correct, reject or reverse any transaction, transfer or instruction which is incomplete, erroneous or appears contrary to these Terms and Conditions, and shall not be liable for any loss, cost, or liability as a result, provided it acts in good faith.
4.6 If, at any time during the holding period of any RYT(s), the Company receives any distribution, dividend, interest, or other payment or benefit on or in respect of the Underlying Shares attributable to such RYT(s), the Company shall, subject to satisfaction of all relevant KYC and regulatory requirements, onward pay, transfer, or otherwise credit an amount equal to such distribution, net of costs and applicable withholdings, in accordance with the procedures set out in these Terms and Conditions and subject to the payment mechanisms and timelines of the Underlying Fund and any applicable currency or legal restrictions.
4.7 Where a Tokenholder has subscribed for RYTs using a particular Approved Cryptocurrency, it is generally expected that the Company will, to the extent reasonably practicable and subject to applicable law, effect redemption or distribution payments to that Tokenholder in the same Approved Cryptocurrency, provided that if Tokenholder requests payment in fiat currency or a different Approved Cryptocurrency, the Company may, at its discretion, facilitate such request (including through one or more licensed OTC vendors or regulated exchanges), provided always that the Company shall not be bound to comply with such request and may effect payment in the subscription currency or such other form as it determines (acting reasonably). Any activities of the Company in relation to such conversion shall be purely administrative in nature, and nothing in these Terms and Conditions shall require the Company, in its capacity as bare trustee, to exercise judgment or discretion in selecting timing, venue, or counterparty in connection with any such conversion or exchange. Any Transaction Cost as a result of conversion of redemption or distribution proceeds between fiat and Approved Cryptocurrencies (or between different Approved Cryptocurrencies) shall be at Tokenholder's cost. Only the resulting proceeds, net of all related Transaction Costs and applicable fees and expenses will be paid, transferred, or credited to Tokenholder.
4.8 The Company may set off any amounts owing by a Tokenholder against any distributions, proceeds or other amounts otherwise distributable to that Tokenholder, to the extent permitted by law.
4.9 The Company will provide or make available to Tokenholders periodic information or statements regarding their RYTs and the corresponding Underlying Shares from time to time as determined by the Company. Such information may be provided electronically, via the Platform, or by such other means as the Company determines.
5 TOKENHOLDER ELIGIBILITY, REPRESENTATIONS AND WARRANTIES
5.1 By clicking "Accept" you represent, warrant and undertake that:
(a) you have the full legal capacity to enter into these Terms and Conditions;
(b) you are not a Prohibited Person and are not acquiring or holding RYTs in or from any jurisdiction where such activity would violate applicable law;
(c) to the extent you have any beneficial owner: (i) you have carried out thorough due diligence to establish the identities of such beneficial owners, (ii) based on such due diligence, you reasonably believe that no beneficial owner is a Prohibited Person, (iii) you hold the evidence of the identities and status of your beneficial owners and will maintain all such evidence for at least five years from the date of your complete Redemption of RYTs, and (d) you will make available such evidence and any additional evidence that the Company may require upon request in accordance with applicable regulations;
(d) you are not, and that to the best of your knowledge or belief, your beneficial owners, controllers or authorised persons ("Related Persons") (if any) are not: (i) named on any of the Sanctions Lists; (ii) operationally based or domiciled in a country or territory in relation to which sanctions imposed by the United Nations, OFAC, the EU and/or the UK apply; or (iii) otherwise subject to sanctions imposed by the United Nations, OFAC, the EU or the UK (to such extent such sanctions are extended by the UK Government to its Overseas Territories), as any and all such lists, sanctions or regulations may be amended from time to time (collectively, a "Sanctions Subject");
(e) where you or a Related Person is or becomes a Sanctions Subject, the Company may be required immediately and without notice to you, to cease any further dealings with you and/or your RYTs, as applicable, until the relevant person, ceases to be a Sanctions Subject, or a licence is obtained under applicable law to continue such dealings (a "Sanctioned Persons Event"). Actions by the Company in response to a Sanctioned Persons Event could include "freezing the account" of yours and/or the relevant Related Person's, inter alia, by prohibiting additional subscription from you and/or the relevant Related Person, suspending the payment of Redemption or distribution proceeds payable to you and/or the relevant Related Person, and/or segregating the assets in the account in compliance with governmental regulations. The Company or any of the Company’s other service providers (including but not limited to the Technology Service Provider) shall have no liability whatsoever for any liabilities, costs, expenses, damages and/or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) incurred by you or any Related Person as a result of a Sanctioned Persons Event;
(f) you are acquiring RYTs for your own account and not as nominee, fiduciary or agent for any other person, and not for purposes of resale as part of a distribution;
(g) your funds for minting RYTs do not derive from any criminal or unlawful activities, and have been declared to competent tax authorities as required, and you have not and will not use RYTs or the Protocol for any money laundering, terrorist financing or other unlawful purpose, and will fully cooperate with the Company for AML/KYC purposes;
(h) you are not a citizen, national, resident (tax or otherwise), green card holder or entity established under the laws of (i) the United States of America, (ii) the People’s Republic of China (excluding for these purposes, Hong Kong, Macau, and Taiwan), or (iii) any other jurisdiction where the offering or holding of RYTs is prohibited by law or requires registration which has not been completed. You warrant that you will not offer, sell, resell, transfer or deliver RYTs into or within these jurisdictions, nor to any persons in such jurisdictions;
(i) you are aware of the legal and regulatory requirements applicable to you and the acquisition and holding of RYTs under the laws of your jurisdiction, including all tax, currency, exchange control, and other regulatory requirements, and acquisition and holding of RYTs by you is lawful in your jurisdiction, and your acceptance of these Terms and Conditions will not breach any law or contract to which you are subject;
(j) you are solely responsible for determining, reporting, and paying any taxes arising from your transactions or holdings of RYTs and for complying with all applicable tax laws and regulations;
(k) you will promptly notify the Company in writing of any change in your contact information, identification documents, or other information previously supplied to the Company;
(l) you acknowledge that RYTs are not intended as an investment and do not grant any rights other than those explicitly described in the Terms and Conditions;
(m) you will maintain control over your private keys and wallets and follow all security protocols;
(n) you understand and are capable of assuming all risk relating to RYTs, digital assets, and blockchain networks, including risk of loss, hacking, technological disruption, and liquidity risk; and
(o) you have read, understand and accept these Terms and Conditions and all risk disclosures as referenced in the Risk Disclosure Statement.
5.2 You agree that the representations herein are repeated each time you mint, transfer, or redeem RYTs, and that the Company may refuse, suspend or cancel any minting/Redemption if any representation proves to be or becomes untrue or misleading.
6 ANTI-MONEY LAUNDERING AND KYC
6.1 The Company may at any time require Tokenholder (or any transferee seeking Redemption) to supply information and documentation to satisfy KYC and regulatory requirements, whether mandatory or applied voluntarily. Tokenholders must promptly update the Company with any changes to their identification, beneficial ownership, contact details, or other relevant information supplied. Tokenholders acknowledge and agree that the Company may engage third-party service providers to collect, verify, monitor, and store KYC/AML information, and may share Tokenholder information for such purposes subject to contractual safeguards and applicable law.
6.2 Failure or refusal to provide satisfactory KYC may result in suspension or cancellation of access to minting, holding, transfer, or redemption functionalities, without liability.
6.3 The Company may be required by applicable laws and regulations (including British Virgin Islands law and law governing or otherwise applicable to the relevant Underlying Fund) to comply with certain anti-money laundering obligations, including but not limited to, record-keeping and suspicious activity reporting.
6.4 The Company reserves the right, in its sole discretion and on a risk-sensitive basis, to decline any subscription for, acquisition or Redemption of RYTs, or to refuse to act on any instruction or transaction, where the Company has not received satisfactory KYC information, where the Company has knowledge, suspicion, or reasonable grounds to suspect that the transaction or activity is or may be related to money laundering, terrorist financing or any other unlawful activity, or where it considers such action necessary or advisable for the purposes of compliance with any applicable anti-money laundering, counter-terrorist financing, or sanctions laws, regulations or guidance, or internal risk management policy.
6.5 The Company, its directors, officers, employees and service providers may, at any time and without notice, file suspicious activity reports or make disclosures to regulatory, law enforcement, or governmental authorities as deemed appropriate or required under applicable law without notice to any Tokenholder, and the Company shall have no liability to any Tokenholder for any loss arising directly or indirectly as a result thereof.
6.6 The Company may, in its discretion, conduct periodic reviews or ongoing monitoring of Tokenholder activity and request updated KYC documentation at any time, including post-acquisition or pre-redemption. Failure to promptly provide satisfactory updated KYC may result in suspension, blocking or forfeiture of Tokenholder’s ability to mint, transfer, or redeem RYTs or freezing or blocking transfer of proceeds pending completion.
7 SERVICE FEES, PAYMENT AND COSTS
The Company does not charge any fee to Tokenholders under these Terms and Conditions. However, fees charged by the Technology Service Provider (which form part of the Transaction Costs) and any transaction or blockchain network fees will be borne by Tokenholders and may be deducted from subscription, distribution or redemption proceeds.
8 PROHIBITED USES AND BLACKLISTING/FREEZING RIGHTS
8.1 You agree not to use RYTs or Protocol for any purpose that is unlawful, prohibited by these Terms and Conditions, or likely to expose the Company or any user to liability, including but not limited to engaging in fraudulent activities, circumventing technical measures, introducing malware, or facilitating any prohibited or restricted transaction, including, but not limited to, using technologies or strategies intended to obfuscate user jurisdiction or identity to bypass geographic or compliance restrictions.
8.2 The Company reserves the right, in its sole discretion, to blacklist, freeze, or restrict the use, transfer, or redemption of any RYTs or any blockchain address if: (a) the address is or becomes associated with a Prohibited Person or sanctioned entity, (b) the Company is so directed by a competent authority, regulator, or court, (c) required to do so under any applicable anti-money laundering, counter-terrorist financing, or sanctions laws, or where the Company reasonably suspects illegal, fraudulent, or non-compliant activity. The Company may, but is not required to, provide notice of such actions. Upon a RYT or address being blacklisted or frozen, the Company may suspend or deny redemption, transfer, or burning functions in respect of such RYTs and may take such steps as are reasonably necessary to comply with applicable law, regulatory action, or these Terms and Conditions. The Company shall not be liable for any loss, cost, or liability incurred as a result of the blacklisting, suspension or freezing of any RYT or address undertaken in good faith.
9 INDEMNIFICATION
You agree to indemnify and hold harmless the Company, its agents, affiliates, and service providers from and against any and all claims, losses, liabilities, costs and expenses (including legal fees, together "Losses") arising from: (a) any breach of these Terms and Conditions; (b) any false, misleading, or incomplete information provided; (c) any third party claim relating to Tokenholder’s rights in any RYT; (d) any action required by law or regulation in respect of Tokenholder’s RYTs or instructions; (e) your misuse of RYTs or Protocol; (f) your violation of any applicable law; or (g) any claim, regulatory fine, or penalty imposed on the Company as a result of Tokenholder’s breach of its AML/KYC representations or obligations, save to the extent the Company is determined by a court of competent jurisdiction to have acted with wilful misconduct or fraud which caused such Losses.
10 LIMITATION OF LIABILITY
10.1 RYTs are issued on an "AS IS", "AS AVAILABLE", and "WITH ALL FAULTS" basis, with no express or implied warranty of any kind, including merchantability, fitness for a particular purpose, non-infringement, or that operation of any smart contract, system or Protocol will be error-free or immune from cybersecurity risks.
10.2 The Company acts strictly as bare trustee for Tokenholders with respect to Underlying Shares and shall not be liable for the investment returns, value fluctuations, or delays in redemption or settlement of any Underlying Shares, or for any changes in their net asset value or performance.
10.3 The Company does not guarantee title to, or the performance or regulatory standing of, any Underlying Interest or Underlying Fund. Redemption of RYTs is subject to actual receipt of redemption proceeds from the Underlying Shares.
10.4 The Company shall not be liable for any failure or delay to perform its obligations under these Terms and Conditions:
(a) due to any act, default or failure of the Underlying Fund (including any refusal, delay or inability to process redemptions or return proceeds),
(b) due to the failure or unavailability of any Technology Service Provider or third-party platform (including, without limitation, technical failure, interruption of blockchain networks, or service paralysis)
(c) due to delays or failures of any payment systems, custodians, or service providers;
(d) due to the delays, acts or omissions of any bank, blockchain provider, cyberattack, denial-of-service, or other technical failure (whether within or outside of the Company’s direct control), or
(e) as a result of any force majeure event, including but not limited to natural disasters, terrorist activity, civil unrest, war, strikes, acts of God, epidemics, governmental restrictions, cyberattacks, security breaches, or failures/breakdowns of electronic, IT, or communication systems, and any other cause beyond the Company’s reasonable control.
10.5 The Company shall, in the event of any such failure by an Underlying Fund or the Technology Service Provider, promptly notify Tokenholder and, where possible, provide reasonable assistance in pursuing any available claim, but is not itself liable for losses suffered as a result of such failure.
10.6 The Company is not liable for any loss, theft, destruction or unauthorised transfer of RYTs that arises from Tokenholder’s (or any transferee’s) actions, omissions or security failures, including (but not limited to) the failure to safeguard private keys, credentials or access devices, or for any losses resulting from transfers, operations or instructions initiated by Tokenholder during its period of holding RYTs.
10.7 The Company may take any action it deems necessary to comply with orders or requests of any regulator, court or applicable law, and shall have no liability for any action or inaction taken in good faith reliance on such directions.
10.8 Except where prohibited by law, in no event shall the Company be liable for indirect, incidental, consequential, special, punitive or exemplary damages, loss of value or opportunity, or loss of data, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.
10.9 The Company reserves the right to correct any mistakes, errors, or omissions in RYT issuance, records, or transactions, and may reverse or adjust entries as reasonably necessary, provided it acts in good faith.
10.10 The Company’s total aggregate liability to any Tokenholder in relation to RYTs, whether arising in contract, tort or otherwise, shall (a) where the Company holds the Underlying Shares as bare trustee in respect of the relevant RYT(s), not exceed the value, at the time the liability arises, of such Underlying Shares and any proceeds thereof, to the extent not already distributed or remitted to Tokenholder in accordance with these Terms and Conditions; and (b) in the event that the Company is unable to mint and deliver RYTs or to acquire the corresponding Underlying Shares, not exceed the relevant subscription monies actually received from Tokenholder, net of non-recoverable costs, without interest, and after such refund the Company shall have no further liability to Tokenholder in respect of such unissued RYTs.
10.11 Each Tokenholder acknowledges that the Company is acting in a bare trustee/nominee capacity with respect to Underlying Shares only as set out in these Terms and Conditions, and does not custody, possess, or control Tokenholder funds or digital assets except for the purposes of holding Underlying Shares for the benefit of Tokenholders as expressly provided in these Terms and Conditions. The Company does not engage in or provide money transmission, settlement, or payment services between users. The Company’s duties are strictly confined to those expressly provided under these Terms and Conditions and the British Virgin Islands law. To the fullest extent permitted by law, the Company has no fiduciary or advisory duty to Tokenholders.
10.12 The recourse of each Tokenholder (including in any winding-up, insolvency or enforcement jurisdiction) shall be limited to the assets comprising the Underlying Shares and any proceeds thereof held by the Company as bare trustee in respect of the relevant RYT(s). To the fullest extent permitted by law, no Tokenholder shall have any right or claim against any other assets or property of the Company, or the assets held in respect of any other RYT or Tokenholder. Except as required by mandatory law, Tokenholders shall have no recourse to the Company in its own capacity or to the general assets of the Company, and the liability of the Company in its capacity as bare trustee shall at all times be limited to the extent of the relevant trust property.
11 DISPUTES, CLAIMS, AND VERIFICATION POWER
11.1 The Company reserves the right, in its sole discretion, to request additional information or documentation from any Tokenholder (or anyone claiming to be entitled to RYTs or proceeds) at any time, including without limitation in circumstances where the Company receives or is notified of:
(a) any competing claim of title to, or beneficial ownership of, one or more RYTs or the corresponding Underlying Shares;
(b) any dispute or challenge relating to any instruction to redeem, transfer, or burn RYTs, or the authority of any person purporting to provide such instructions; or
(c) any legal, regulatory, or compliance concern as to the capacity, authority, or entitlement of a Tokenholder or transferee.
11.2 The Company may, in its sole discretion and without liability, suspend, delay, or refuse to act upon any redemption, transfer, or other instruction or to process any transaction relating to any affected RYT(s) until such time as the Company has received all information and documentation it deems necessary to resolve the relevant claim or satisfy its legal and regulatory obligations, or until there is a final non-appealable order of a court of competent jurisdiction or an instruction from a competent regulatory authority.
11.3 The Company may, at its discretion, take such steps as it considers appropriate, including freezing, segregating, or withholding RYTs, proceeds, or redemption payments, pending resolution of any such claim or dispute. The Company shall not be liable for any loss, delay, or expense suffered by any Tokenholder or claimant as a result.
12 CONFIDENTIALITY, DATA PROTECTION AND PRIVACY NOTICE
12.1 The Company will treat Tokenholder details and transactional records as confidential, unless disclosure is required by applicable law, regulation, a court or governmental authority, or to the Underlying Fund or Technology Service Provider for the purposes of discharging its obligations under these Terms and Conditions.
12.2 By accepting these Terms and Conditions, you confirm that you have read and accept the Company’s Privacy Notice.
12.3 The Company may disclose Tokenholder personal data or transactional information to regulatory, supervisory or law enforcement authorities, or to due diligence/KYC providers, for the purposes of AML/CFT compliance, with or without prior notice as required under applicable law.
13 RISK DISCLOSURE
Tokenholders should carefully review, and by accepting these Terms and Conditions, confirm that they have reviewed and understood, all risks associated with the acquisition, holding and redemption of RYTs as described in the Risk Disclosure Statement.
14 INTELLECTUAL PROPERTY/ FEEDBACK
Any feedback, suggestion, or idea you provide to the Company in connection with RYTs or Protocol may be used by the Company for any purpose without restriction and without compensation to you. You are granted a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to access and use the Protocol and related services solely as provided for in these Terms and Conditions. All rights in the Protocol, website, and related materials, including all intellectual property, are reserved by the Company or its licensors.
15 GOVERNING LAW AND DISPUTE RESOLUTION
15.1 These Terms and Conditions are governed by the laws of the British Virgin Islands.
15.2 Any dispute arising out of, or in connection with, these Terms and Conditions, including their existence, validity or termination, shall be referred to and finally resolved by confidential arbitration before the British Virgin Islands International Arbitration Centre ("BVI IAC") under its rules, by a sole arbitrator. The language of arbitration shall be English.
15.3 The parties waive to the extent possible any right to trial by jury or to commence or participate in a class or representative action.
16 AMENDMENT AND TERMINATION
16.1 The Company may amend these Terms and Conditions from time to time by posting an updated version on its website and/or the Platform, which will include a notice setting out the proposed amendments and the Effective Date on which the amended Terms and Conditions shall take effect, provided that to the extent the Terms and Conditions are amended in such a way that it will have a material adverse impact on the rights of the Tokenholders, the Effective Date shall be a day which falls on at least ten (10) calendar days after such posting ("Notice Period").
16.2 During the Notice Period, any Tokenholder who does not agree to the amended Terms and Conditions may submit a redemption request in accordance with these Terms and Conditions. After expiry of the Notice Period, any Tokenholder who continues to hold RYTs will be deemed to have accepted the amended Terms and Conditions, which will take effect immediately on expiry of the Notice Period.
16.3 These Terms and Conditions shall automatically terminate, as between a Tokenholder and the Company, upon burning of all RYTs held by such Tokenholder and completion of the corresponding Redemption Relay, provided that the rights and obligations of the parties under these Terms and Conditions which by their nature should survive, including but not limited to those relating to limitation of liability, indemnification, confidentiality, and dispute resolution, shall survive the termination of these Terms and Conditions.
16.4 The Company reserves the right to suspend or terminate a Tokenholder’s participation in the Protocol (including suspension of the ability to redeem RYTs) with immediate effect if: (a) Tokenholder materially breaches these Terms and Conditions; (b) the Company, in its reasonable opinion, is required to do so by applicable law or regulatory action; or (c) Tokenholder’s continued participation would, in the Company’s sole judgment, expose the Company or the Protocol to compliance, reputational, or legal risks.
16.5 The Company reserves the right, at its sole discretion, to change, suspend, or discontinue any aspect of the Protocol or RYT-related services at any time, including the hours of operation, system interfaces, or the availability of any feature, without notice and without liability to Tokenholders, where such action is determined necessary for legal, regulatory, technical, risk management, or business reasons.
17 ASSIGNMENT
Tokenholders may not assign, transfer, or delegate any of their rights or obligations under these Terms and Conditions without the prior written consent of the Company, and any purported assignment or transfer in violation of this clause shall be void. The Company may assign or transfer its rights and obligations hereunder upon notice to Tokenholders.
18 SEVERABILITY
If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
19 NOTICES
The Company may provide notices under these Terms and Conditions by email to your registered address and/or through the Platform, and you agree to receive any and all communications, notices and disclosures from the Company electronically, including through email, via the Platform or as postings on the Company’s website or application. Any legal process, notice of arbitration or official notice served by electronic mail, through the Platform, or at the last address provided to the Company by a Tokenholder shall be deemed effectively delivered. For the purposes of service of process, any notice delivered to the most recent address or email provided by Tokenholder shall be deemed validly served. Notices to the Company should be sent to the contact address provided on its website.
End of Terms and Conditions
Acceptance
These Terms and Conditions apply to any person who acquires, holds, or seeks to redeem RYTs, regardless of whether such RYTs are acquired from the Company or in a secondary sale or transfer. By clicking "Accept" or holding or redeeming RYTs, you confirm that: (a) you are not a Prohibited Person; (b) you have reviewed, understood, and accept the risks involved in acquiring RYTs, including those set out in the Risk Disclosure Statement, and understand that you may lose the entire value in relation to RYTs and that RYT rights may be impaired, limited, or lost due to factors (including those beyond the control of the Company or any service provider); (c) you expressly acknowledge that each RYT is intended solely as a digital trust receipt or evidence of a potential beneficial entitlement under a bare trust declared by the Company in respect of specified Underlying Shares pursuant to the Instrument, and RYTs do not constitute, and are not intended to constitute, negotiable instruments, securities, certificates representing investments, rights and interests in investments or any other regulated investment; (d) you expressly instruct and authorise the Company to arrange for any required conversion or exchange of fiat currency or Approved Cryptocurrencies in connection with any subscription, distribution, or Redemption, using any OTC vendor(s) or regulated exchanges available to the Company at prevailing rates, fees, and charges, and you acknowledge that the Company acts solely in an administrative capacity as bare trustee, is not your agent, broker, or investment fiduciary, is under no duty to seek best execution, and is not responsible for third-party pricing or charges, all of which will be borne by you as Transaction Costs; and (e) you have carefully read, understood, and agree to be legally bound by these Terms and Conditions.