1. INTRODUCTION

The following terms and conditions (these “Tokenised Stocks Terms”) apply, in addition to Luno’s standard terms of use (available at https://www.luno.com/en/legal/terms-of-use-za) (the “Terms of Use”), to any person that utilises the Service (defined below). Defined terms used but not specifically defined in these Tokenised Stocks Terms will have the meaning given to it in Luno’s standard Terms of Use.

These Tokenised Stocks Terms are an addendum to, and therefore form part of, the above mentioned Terms of Use. These Tokenised Stocks Terms accordingly constitute a legally binding agreement between you and Luno Pty Ltd. If a matter is not specifically provided for in these Tokenised Stocks Terms, they will be regulated by the Terms of Use. If any conflict is identified between these Tokenised Stocks Terms and the Terms of Use, then the provisions of these Tokenised Stocks Terms will prevail. Repetition in these Tokenised Stocks Terms of certain but not all of the provisions of the Terms of Use is for emphasis only, and should not be interpreted as meaning that the provisions of the Terms of Use that have been omitted by their exclusion do not apply. 

For the purposes of these Tokenised Stocks Terms, any reference to “we”, “us”, “our”, “Luno” and/or any similar term shall be construed as reference to Luno (Pty) Ltd. Any reference to “you” shall refer to the Account Holder, who utilises Luno’s products or services.

By utilising the Services, you unconditionally accept these Tokenised Stocks Terms and agree to be bound by and act in accordance with them. You also accept and agree that you are solely responsible for understanding and complying with all laws, rules, regulations and requirements of the jurisdiction in which you live that may be applicable to your use of the Services, including but not limited to, those related to taxation, export or import activity, or foreign currency transactions. 

2. DEFINITIONS AND INTERPRETATION

In these Tokenised Stocks Terms the following expressions and words have the meanings assigned to them and derivative expressions and words will have a corresponding meaning:

1. “Account Holder” shall mean the person and/or entity holding a Luno Account that is a customer of Luno;

2. “Backed” means Backed Assets (JE) Limited, a private company incorporated in Jersey, of First Floor, La Chasse Chambers, Ten La Chasse, St. Helier, Jersey, JE2 4UE, holding COBO and CGPO consents by the Jersey Financial Services Commission. Backed is the issuer of xStocks;

3. “Luno Account” means the profile created by an Account Holder through the Luno Site; 

4. “Parties” means the parties to these Tokenised Stocks Terms, being Luno and the relevant Account Holder and “Party” means either of them as the context may indicate; 

5. “Risk Disclosures” means, collectively, the Standard Risk Disclosure and the Tokenised Stocks Risk Disclosure;

6. “Standard Risk Disclosure” means Luno’s standard risk disclosure document available at https://www.luno.com/en/legal/risks;

7. “Services” means the provision of Tokenised Stocks by Luno, such that they may be bought or sold via the Account Holder’s Luno Account;

8. “Tokenised Stocks Terms” shall bear the meaning ascribed thereto in clause 1.1 above;

9. “Tokenised Stocks Risk Disclosure” means Luno’s risk disclosure document specifically for Tokenised Stocks, available at https://www.luno.com/en/legal/luno-stocks-risk;

10. “Terms of Use” will have the meaning given to it  in clause 1.1 above; and

11. “Tokenised Stocks” refers to digital representations of traditional company shares, or exchange traded funds, that are recorded on a blockchain. Tokenised Stocks which are supported by Luno are issued by Backed and sourced by Luno from such liquidity provider(s) as Luno may in its discretion determine from time to time. “Tokenised Stock” shall bear a corresponding meaning.

Words importing the singular shall include the plural and vice versa, where the context so requires.

References to any law, rule, or regulatory guideline, shall include that law, rule, or regulatory guideline, as from time to time amended, supplemented, re-enacted, or supplanted.

The rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract shall not apply.

3. RELATIONSHIP BETWEEN LUNO AND THE ACCOUNT HOLDER

Luno does not purport to be an Account Holder’s agent or advisor, and has no fiduciary relationship or obligation to an Account Holder in connection with any transactions or other decisions or activities effected by an Account Holder through its use of the Services. No communication or information provided to an Account Holder by Luno (including any of its employees, agents or affiliates) is intended as, or shall be considered or construed as, financial, tax, legal, investment or other advice.

These Tokenised Stocks Terms shall not in any way constitute a partnership or joint venture between the Parties, and Luno does not exercise any discretionary authority for or on behalf of the Account Holder in terms of these Tokenised Stocks Terms.

The Account Holder shall be solely responsible for all decisions (financial or otherwise) made in their use of the Services.

4. DESCRIPTION OF SERVICES

Eligible customers may obtain a quote from Luno, providing indicative trade terms and costs regarding a particular Tokenised Stocks investment. Orders will be filled by Luno as your counterparty. While Luno shall utilise its best endeavours to fulfill your order for Tokenised Stocks at the indicated price, we do not guarantee that your order will execute at exactly this price, and the order for Tokenised Stocks may not execute immediately after it is placed. Luno reserves the right to determine, in its sole discretion, the times of day during which trading for Tokenised Stocks shall be open, and shall communicate such information to customers on the Luno Site from time to time.  

Luno reserves the right, at any time and without liability, to reject, cancel, suspend or delay an order for Tokenised Stocks (in whole or in part) for any reason, with or without notice to you. As such, you should regularly check the status of any of your pending orders for Tokenised Stocks. You acknowledge and agree that the details of your transaction for Tokenised Stocks, as provided by you, are accurate and complete and as such may be relied upon by Luno. 

You will be presented with the costs applicable to a transaction, before entering into an order for Tokenised Stocks. By confirming, you agree to pay all such applicable costs. You will not be charged any such amounts in the unlikely event that your transaction is rejected. You acknowledge and agree that applicable transaction costs may change, and that these will be displayed to you when placing your order for a particular Tokenised Stocks. 

Orders for Tokenised Stocks are final and non-refundable. Once placed, transactions for Tokenised Stocks may not be cancelled, including before or after execution, unless otherwise specifically catered for in these Tokenised Stocks Terms. In certain circumstances, you may be given the opportunity to request cancellation of a transaction before execution takes place, but Luno reserves the right to refuse any cancellation request in its sole discretion. Should Luno fulfill a cancellation request, then such conduct shall not be interpreted as forming a precedent, nor as a waiver of rights by Luno. You acknowledge that Luno shall not be obliged to cancel future orders in the same or similar circumstances. 

If your order for Tokenised Stocks is not successful, or should you hold insufficient balances of the relevant fiat currency or cryptocurrency in your Luno Account to make payment, then you further authorize us, in our sole discretion, to cancel the transaction or to use alternate cryptocurrency or fiat currency in your Luno Account, as may be necessary, in order to complete the transaction (in whole or in part) or resolve any shortfall or negative balance, including by way of exchanging cryptocurrency or fiat currency in your account for alternative types of cryptocurrency or fiat currency, and deducting any applicable costs, fees and taxes (to the extent relevant).

In the event of an error, we reserve the right, and you authorize us, to correct such error, including by revising the transaction (including charging the correct price), cancelling the transaction, or taking any other action to resolve the error (including exchanging fiat currency or cryptocurrency in your account for alternative types of fiat currency or cryptocurrency, and deducting any applicable costs, fees and taxes to the extent relevant, to correct the error).

You acknowledge that Luno may, at any time and without notice: 

• refuse to execute any transaction for Tokenised Stocks at our sole discretion, including (without limitation) if you don’t have sufficient balances in your Luno Account to discharge such a transaction, including costs and fees; and 

• impose limits on transactions for Tokenised Stocks (for example, limiting the number of open bids, offers, or orders or restricting orders for Tokenised Stocks from certain locations).

You acknowledge that various of the commercial features relating to Tokenised Stocks including (without limitation) the treatment of dividends, custody, and redemption of such tokens, are dealt with in the Tokenised Stocks Risk Disclosure.

5. ELIGIBILITY

Luno may provide Account Holders who meet particular eligibility criteria (determined at Luno’s sole discretion) with access to the Services. Tokenised Securities will only be offered to eligible customers in Luno’s sole discretion and are subject to change or discontinuation at any time, without prior notice. You must have a Luno Account in order to invest in Tokenised Stocks. If you are ineligible for a Luno Account or otherwise do not have a Luno Account, then you will be unable to invest in Tokenised Stocks.

6. ACCOUNT HOLDER’S OBLIGATIONS IN RELATION TO SERVICES

In utilising the Services, the Account Holder shall:

• pay any and all costs relating to the Services, in a timely manner, including any applicable transaction costs, fees and, to the extent relevant, taxes, and furthermore acknowledges that Luno may deduct such fcosts, fees and, to the extent relevant, taxes, from the Account Holder’s balance;

• comply with, and remain solely responsible for compliance with, any and all applicable laws and regulations within South Africa; and

• provide Luno with any information and documentation reasonably requested by Luno in writing, in relation to the utilisation of the Services.

7. CESSATION OF SERVICES AND DEFAULT

Luno may, in its sole and absolute discretion, immediately discontinue or cease to offer the whole or any portion of the Services being provided to an Account Holder, with no resultant liability to an Account Holder or any third party(ies) arising therefrom. For the avoidance of doubt, any prior obligations or liabilities owed by the Account Holder to Luno shall survive the cessation of the Services. 

In addition to the circumstances outlined in Luno’s standard Terms of Use, Luno reserves the right to restrict, suspend or terminate an Account Holder’s Luno Account in the event or suspicion of one or more of the occurrences below in Luno’s sole and absolute discretion:

• if the Account Holder commits any breach of these Tokenised Stocks Terms or the Terms of Use notwithstanding whether such breach constitutes a default or not; and/or

• if it is or becomes unlawful for the Account Holder to perform any of the obligations or undertakings under these Tokenised Stocks Terms; and/or

• any market manipulation and/or collusion.

8. DISCLAIMER OF WARRANTIES

The Luno Site, your Luno Account and any related products or services (including the Services) are offered on a strictly “as-is” and “where-available” basis and Luno expressly disclaims, and the Account Holder waives, all warranties of any kind, whether express or implied. Without limiting the generality of the foregoing, the Luno Site, your Luno Account, and any related products or services (including the Services) are offered without any warranty as to merchantability or fitness for any particular purpose, service up time, or reliability of such services.

Some jurisdictions do not allow the disclaimer of implied terms in consumer contracts, so some or all of the disclaimers in this section may not apply to the Account Holder. To the extent that any such provision is unenforceable, the Parties agree that it shall not affect the validity of any remaining provisions, and shall be interpreted so as to apply to the maximum extent permissible under applicable law. 

WE MAKE NO REPRESENTATION OR WARRANTY THAT INVESTING IN TOKENISED STOCKS IS APPROPRIATE FOR YOUR FINANCIAL CIRCUMSTANCES. YOU SHOULD INFORM YOURSELF AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES OF INVESTING IN TOKENISED STOCKS WITHIN ALL JURISDICTIONS APPLICABLE TO YOU. YOU BEAR SOLE RESPONSIBILITY FOR THE TAX CONSEQUENCES TO YOU OF INVESTING IN TOKENISED STOCKS.

9. LIMITATION OF LIABILITY

• IN NO EVENT SHALL LUNO, ITS OPERATING ENTITIES OR ANY OTHER AFFILIATES (INCLUDING THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS) BE LIABLE TO THE ACCOUNT HOLDER FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF DATA, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCOUNT HOLDER’S USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, THE LUNO SITE, AND/OR THE ACCOUNT HOLDER’S LUNO ACCOUNT, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM ANY RELIANCE UPON ANY INFORMATION RECEIVED FROM LUNO (INCLUDING ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES), OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORISED ACCESS TO LUNO’S RECORDS, PROGRAMMES OR SERVICES.

• IN NO EVENT WILL ANY LIABILITY OF LUNO, ITS OPERATING ENTITIES OR ANY OTHER AFFILIATES (INCLUDING THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS) ARISING IN RELATION TO THE ACCOUNT HOLDER’S USE OF THE SERVICES, LUNO SITE, OR THE ACCOUNT HOLDER’S LUNO ACCOUNT, EXCEED (IN AGGREGATE) THE COSTS AND FEES EARNED BY LUNO IN CONNECTION WITH THE ACCOUNT HOLDER’S USE OF ITS LUNO ACCOUNT IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

• WITHOUT LIMITATION TO THE FOREGOING OR LUNO’S STANDARD TERMS OF USE, LUNO, ITS OPERATING ENTITIES OR ANY OTHER AFFILIATES (INCLUDING THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS) SHALL NOT BE LIABLE TO AN ACCOUNT HOLDER FOR ANY CIRCUMSTANCE IN WHICH THEIR ACCOUNT IS ACCESSED BY A THIRD PARTY (WHETHER AUTHORISED OR NOT), INCLUDING (WITHOUT LIMITATION) WHERE THE ACCOUNT HOLDER’S MOBILE DEVICE, LOGIN DETAILS AND/OR PASSWORD IS STOLEN OR COMPROMISED, AND, AS A RESULT, ANOTHER PERSON MAKES USE OF THE SERVICES WITHOUT THE ACCOUNT HOLDER’S CONSENT. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED THAT IT IS THE ACCOUNT HOLDER’S RESPONSIBILITY TO ENSURE THE SECURITY OF THEIR OWN DEVICE AND THAT LUNO SHALL BE ENTITLED TO RELY ON ANY INSTRUCTION RECEIVED WHICH EX FACIE APPEAR TO BE FROM THE ACCOUNT HOLDER.

• THE ABOVE LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO THE ACCOUNT HOLDER.

10. INDEMNITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ACCOUNT HOLDER INDEMNIFIES LUNO, ITS OPERATING ENTITIES OR ANY OTHER AFFILIATES (INCLUDING THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES AND/OR AGENTS) AGAINST ANY ACTION, LIABILITY, COST, CLAIM, LOSS, DAMAGE, PROCEEDING OR EXPENSE SUFFERED OR INCURRED DIRECTLY OR INDIRECTLY ARISING FROM: (I) THE ACCOUNT HOLDER’S USE OF OR CONDUCT IN RELATION TO THE SERVICES, THE LUNO SITE, AND/OR THE ACCOUNT HOLDER’S LUNO ACCOUNT; AND/OR (II) FROM THE ACCOUNT HOLDER’S VIOLATION OF THESE TOKENISED STOCKS TERMS; AND/OR (III) ANY CLAIM BY A THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE ACCOUNT HOLDER’S USE OF THE SERVICES.

11. ACCOUNT HOLDER WARRANTIES AND REPRESENTATIONS

As Account Holder you hereby warrant and represent that:

• by making use of the Services, you have the required knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of any order for Tokenised Stocks, or alternatively access to sufficient knowledge relating to cryptocurrency or the Tokenised Stocks in question to do so, and have either accessed such knowledge or determined that it is not required, and you understand that investing in crypto assets and/or Tokenised Stocks may result in the loss of capital;

• when utilising the Services, you will be transacting for your own account and on an arm’s-length basis;

• you have ascertained the full nature and possible outcome of each transaction. At no time shall Luno provide advice or make recommendations to you in respect of the provision of the Services; 

• the Services will be performed in prevailing market conditions, which are outside of Luno’s control and in a constant state of flux. As such, you recognise and understand that Luno cannot control or guarantee the outcome of a transaction and LUNO IS NOT LIABLE FOR ANY LOSS AS A DIRECT OR INDIRECT RESULT OF MARKET FLUCTUATION; 

• prior to investing in Tokenised Stocks, you will have read Luno’s Risk Disclosures, and you understand the risks involved in investing in Tokenised Stocks. Specifically, you warrant that you have read the Risk Disclosures for Tokenised Stocks including (without limitation) insofar as they pertain to dividends, custody and asset backing, and that you have understood the rights that attach to Tokenised Stocks and have satisfied yourself that investing in Tokenised Stocks is appropriate for you and your risk tolerance; 

• you are solely responsible for your investment in Tokenised Stocks, and we make no representations, warranties, or guarantees that the Tokenised Stocks in which you invest will perform in accordance with your expectations or the underlying stocks.You acknowledge that the market price of a Tokenised Stocks may diverge from the market value of the underlying equity, including (without limitation) by reason of liquidity, demand, or custodial constraints. You are solely responsible for, and you hereby acknowledge and agree that we disclaim and have no responsibility for, any loss, liability, or damage you may incur, directly or indirectly, as a result of your investment in Tokenised Stocks.

12. COMPLIANCE WITH LAWS, ANTI-MONEY LAUNDERING AND SANCTIONS

In connection with investing in Tokenised Stocks, you hereby agree, represent and warrant that you will not: 

• use Tokenised Stocks in violation of any applicable laws or regulations; or 

• use Tokenised Stocks in any transaction involving the proceeds of crime or terrorist financing or otherwise in violation of any applicable anti-money laundering or sanctions laws or regulations. We reserve the right to monitor for the foregoing and to reject, deter, suspend, freeze and report, or otherwise prevent transactions that we believe to be in violation thereof, or to involve one or more transactions with any person that is the subject or target of any legal sanctions. 

We are not responsible for determining which laws or regulations may apply to your transactions involving Tokenised Stocks, and we have no responsibility for any loss, liability, or damage you may incur as result of any violation of such laws or regulations by you or any third party.

13. AMENDMENT OF TERMS

Luno may amend these Tokenised Stocks Terms from time to time. The Account Holder should visit the Luno website regularly to check when these Tokenised Stocks Terms were last updated (as displayed at the top of this document) and to review the current Tokenised Stocks Terms. We will do our best to notify the Account Holder of any amendments to these Tokenised Stocks Terms that we consider likely to materially affect the Account Holder’s rights and obligations. Any such notice will be posted on the Luno Site, or sent by email to the address associated with the Account Holder’s Luno Account.

The continued use of the Account Holder’s Luno Account, after any amendment to these Tokenised Stocks Terms, constitutes the Account Holder’s acceptance of these Tokenised Stocks Terms, as modified by such amendment. If the Account Holder does not accept these Tokenised Stocks Terms, or any amendment to them, it must immediately stop using the Services.

14. ELECTRONIC COMMUNICATIONS

The Account Holder accepts and agrees that:

• any communications, agreements, notices and/or any other documents (together “Communications”) relating to its Luno Account, or its use of Luno’s services (including the Services) will be provided to the Account Holder electronically by posting them on the Luno Site, emailing them to the email address that the Account Holder has provided to us, or through any other form of electronic communication. The Account Holder consents to receiving all Communications electronically;

• it will at all times have available to it the necessary hardware and software to receive, access and retain Communications sent to it electronically, including a device with an internet connection and a valid and accessible email address;

• it assumes full responsibility for providing Luno with a valid and accessible email address to which any Communications may be sent, and for ensuring that email address and any other contact information is kept up to date. Any Communication sent to the email address that the Account Holder has provided to us will be deemed to have been received by it. The Account Holder can amend its contact information by signing-in to its Luno Account and accessing the Settings page.

The Account Holder may at any time withdraw its consent to receiving Communications electronically by contacting [email protected]. The Account Holder acknowledges that failure to give, or withdrawing, consent to receiving Communications electronically puts the security of its Luno Account at risk (see Account Security in the Terms of Use) and that Luno reserves the right to close its Luno Account in the event that it fails to give, or withdraws, its consent to the receipt of Communications electronically.

15. MISCELLANEOUS

• Entire agreement. These Tokenised Stocks Terms, as read with Luno’s standard Terms of Use, constitute the entire agreement and understanding between the Parties with respect to their subject matter and supersede any and all prior discussions, agreements and understandings of any kind between the Parties (including but not limited to any prior versions of these Tokenised Stocks Terms). 

• Severability. If any provision of these Tokenised Stocks Terms, as amended from time to time, is determined to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Tokenised Stocks Terms but the legality, validity and enforceability of the other provisions in these Tokenised Stocks Terms shall not be affected and everything else in these Tokenised Stocks Terms will continue in full force and effect.

• In the event that any provision or part thereof of these Tokenised Stocks Terms is determined to be illegal, invalid or unenforceable, that provision or part thereof shall be severed, and replaced by the Parties with a legal, valid and enforceable provision or part thereof that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision, given the content and purpose of these Tokenised Stocks Terms.

• Assignment. The Account Holder may not assign or transfer any of its rights or obligations under these Tokenised Stocks Terms without Luno’s prior written approval. The Account Holder gives Luno its approval to assign or transfer these Tokenised Stocks Terms in whole or in part, including but not limited to: (i) a parent company, subsidiary, affiliate, or other “group company” (“group company” shall, in this context, refer to any entity which is under common control with Luno, and “control” in this context refers to the direct or indirect ability to exercise a majority of the voting rights in such an entity); (ii) an acquirer of Luno’s equity, business or assets; or (iii) a successor by merger. These Tokenised Stocks Terms shall operate for the benefit of and be binding on the successors in title of each of the Parties.

• Change of control. In the event that Luno is acquired by or merged with a third party, we reserve the right to transfer or assign the information we have collected from the Account Holder as part of such merger, acquisition, sale, or other change of control.

• Force Majeure. Luno shall not be liable for any delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control.

• Survival. All provisions of these Tokenised Stocks Terms that by their nature extend beyond the expiry or termination of these Tokenised Stocks Terms, including but not limited to, sections relating to the suspension or termination of your Luno Account, use of the Luno Site, disputes with Luno and general provisions, shall survive the termination of these Tokenised Stocks Terms.

• Headings. Section headings in these Tokenised Stocks Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Tokenised Stocks Terms.

• English language controls. Notwithstanding any other provision of these Tokenised Stocks Terms, any translation is provided solely for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretation in the English language. Any translation provided may not accurately represent the information in the original English.

• No stipulatio alteri. Nothing in these Tokenised Stocks Terms is intended to create any enforcement rights in favour of any third parties, and nothing in these Tokenised Stocks Terms shall be construed as a stipulatio alteri or other right in favour of a third party.