Updated March 06, 2023
Structure Financial Terms of Business for Trading in Tokenized Assets
1.1 These Terms of Business for Trading in Tokenized Assets (“Trading Terms”) govern Structure Financial’s Tokenized Asset trading with you. They supplement Structure Financial’s general Terms and Conditions you are also subject to for using the Platform and/or Website, and the terms and conditions of any relevant Third Party Platform.
1.2 The agreement between us relating to Tokenized Asset trading services consists of the following documents:
Your Application Form;
These Trading Terms;
Our general Terms and Conditions;
The Website – including our Trading Platform via which You or any third party will Trade on-line with us; and
1.3 These Trading Terms relate to our trading in Tokenized Assets (as defined in the glossary in Appendix 1 below (the “Glossary”)). To the extent that we sell, buy and/or trade Tokenized Assets with you, these Trading Terms supersede our general Terms of Business. In the event of a conflict between these Trading Terms, including any document referenced herein, and the terms of any Third Party Platform that you might be subject to, these Trading Terms shall take precedence.
1.4 Words and expressions used in these Trading Terms have the meanings given to them in the Glossary.
2. How you access the Platform and Platform Services
2.1 From time to time we may offer (in our discretion) various different ways to access the Platform and use the Platform Services, including via the Website or the App, or via Third Party Platforms that we partner with.
2.2 You agree that you may only access the Platform and/or use the Platform Services when you have been appropriately onboarded by us in accordance with our policies and procedures from time to time, and in accordance with your obligations set out in the “Your Compliance Obligations” section of the general Terms and Conditions. In particular, you acknowledge and agree that:
(A) if you have purchased a Tokenized Asset on a third party secondary market which is outside of our environment and you do not have an Account and have been successfully onboarded by us to access the Platform and use the Platform Services, you will need to pass our onboarding processes (and register your external wallet address in accordance with clause 8 below) before you can transfer that Tokenized Asset into your Account, and sell that Tokenized Asset via the Platform Services. Please see our Eligibility page for details of who is able to onboard to the Platform (including ineligible countries) and what information we require to onboard. We do not provide any guarantee that you or any other person will be able to successfully onboard to access the Platform and use the Platform Services, and reserve all our rights in our absolute discretion to refuse to onboard any person, without providing reasons for our decision; and
(B) if you have an Account and have successfully onboarded, we reserve the right from time to time to carry out onboarding refreshes (which may be triggered by any transfer of a Tokenized Asset into your Account from a third party address) and, where we deem it necessary in our absolute discretion, to suspend or withdraw your Account if necessary to comply with applicable law.
2.3 Where you access the Platform and/or use the Platform Services via a Third Party Platform, you understand that you will have a contractual relationship with the Third Party Platform for the services they provide to you, and a contractual relationship with us (via these Trading Terms and the other documents referred to in paragraph 1.2 above) that governs your use of the Platform Services, including where those Platform Services are provided on the Third Party Platform’s website or app, or are integrated into the Third Party Platform’s wider services.
2.4 You acknowledge and agree that we are responsible for providing the Platform and the Platform Services to you, and have no control or responsibility over any of the services provided to you by the Third Party Platform, or in relation to any infrastructure or operations that the Third Party Platform may use to serve the Platform Services to you. Accordingly, you agree that we shall not be liable for any losses, costs, liabilities or expenses which you may incur as a result of any act or omission of any Third Party Platform, including in relation to any services provided by the Third Party Platform to you for which we are not responsible and have no control over.
3. Your and our capacity
3.1 We act as principal in our Trades with you by providing you with prices and volumes for Tokenized Assets available on our Trading Platform from time to time.
3.2 You will open each Trade with us, as principal, and not as agent for any undisclosed person. This means, unless we have otherwise agreed in writing, we will treat You as our client for all purposes. You will be directly responsible for performing Your obligations under each Trade entered into.
3.3 You agree that trading with Structure Financial in Tokenized Assets will be carried out on an execution-only basis. Unless otherwise provided in these Trading Terms, we are under no obligation:
(A) to satisfy ourselves as to the suitability of any Trade for You;
(B) to advise you on the merits of trading in Tokenized Assets or entering into any particular Trade or closing any particular Open Position; or
(C) to provide you with any financial advice, guidance or direction related to your trading activities or to notify you of any change material or otherwise related to the performance of the underlying security that represents the tokenized asset.
Trading in Tokenized Assets
4.1 As defined in the Glossary, “Tokenized Asset” means a type of virtual asset representing a value connected to a selected Underlying Instrument Structure Financial currently offers a price in. These assets may be equity stock, ETF’s, Mutual Funds, cryptocurrency or other asset classes as determined by Structure Financial in its sole discretion from time to time. For more details and risks associated with respect to Tokenized Assets you should refer to our Terms of Service.
4.2 Tokenized Assets offered by Structure Financial will be implemented on one or more globally recognized blockchain standards (e.g. Ethereum ERC-20 tokens).
4.3 Current Tokenized Assets and their prices are available on our Website. The list of tokenized Assets will reflect different the various Markets selected by Structure Financial to provide assets from.
4.4 Particular Markets will have specifications and rules that apply to that Market. We retain the right to vary any of those specifications at our discretion with or without giving You notice. No change will apply to any Trade or Order current prior to the date on which the change is to become effective.
4.5 When entering into Trades in Tokenized Assets with us, you acknowledge that:
(A) you are trading in relation to movements in the Tokenized Asset Prices we offer rather than the actual Underlying Market prices;
(B) you are not acquiring the Underlying Instrument or any delivery obligations in relation to them; nor are you acquiring any of the underlying rights, warrants, obligations, voting rights, dividends or other share ownership rights. The sole exception to this is if the share of stock undergoes a share-split of any kind, your shares owned will be adjusted to match the new ratio of shares owned prior to and after the split.
(C) the prices of Tokenized Assets may change to your disadvantage very quickly;
(D) you should fully understand the risks involved in Trades in Tokenized Assets and if in doubt seek independent advice. In particular you should refer to our Terms of Service; and
(E) Tokenized Asset Trades are only suitable for persons that understand the risks involved, and the implications of those risks in terms of potential financial losses.
4.6 When trading in Tokenized Assets you should be aware, and you acknowledge that:
(A) listing of a Tokenized Asset on the Trading Platform does not indicate approval or disapproval of the underlying blockchain technology regarding any Tokenized Asset and should not be used as a substitute for your own understanding of the risks specific to each Tokenized Asset;
(B) we give you no warranty as to the suitability of the Tokenized Asset traded under these terms and assume no fiduciary duty in our relations with you;
(C) Structure Financial makes no representations or warranties about whether a Tokenized Asset Traded on the Trading Platform may be traded outside of it;
(D) any Tokenized Asset is subject to delisting from the relevant Underlying Market without notice or consent;
(E) Structure Financial and/or any of its affiliates and/or anyone on its behalf make no representation about or recommendation for you to buy or sell any Tokenized Asset available through our Trading Platform; and
(F) the Tokenized Assets have not been and will not be registered with the United States Securities and Exchange Commission, specifically under the Securities Act of 1933 and are not offered to US persons or US residents.
4.7 Other than the entitlement to purchase, hold and transfer (subject to any limitations as described in these Trading Terms) a Tokenized Asset, you agree that the Tokenized Assets will not grant you or any other person any other entitlement, in particular they will not:
(A) entitle you to a share in the Underlying Instrument issuer’s profits (such as, but not limited to, payment of dividends), or to exercise voting rights in relation to that issuer;
(B) entitle you to vote on the day-to-day business or strategic operations of the issuer of the Underlying Instrument;
(C) entitle you to any kind of return (whether income or profit);
(D) entitle you to any contractual right to be repaid the purchase price of the Tokenized Asset;
(E) entitle you to the Underlying Instrument to which the value of the Tokenized Asset is connected, or grant you a right of any kind in relation to such Underlying Instrument;
(F) represent any other type of claim on the issuer of the Underlying Instrument or the Tokenized Asset, or any other person for return of any monetary value; or
(G) oblige any person to make a payment or entitle any person to a receive a payment.
5. The Underlying Instruments
While You do not have any entitlement to the Underlying Instrument, Structure will ensure that it holds the Underlying Instrument relevant to your Trade or Order in line with its [Tokenized Asset Policy]. This means that while you hold a Tokenized Asset, Structure will ensure that it holds the equivalent Underlying Instrument at all times.
Structure may due to circumstances outside of its control have an interruption to its ability to fully back the Tokenized Assets. During such an event, Structure will communicate to its business partners regarding the issue along with an expected resolution time frame. These event(s) may include but are not limited to hacks, disruptions with a liquidity provider, extreme market events or other unforeseen issues. Once this disruption is resolved, Structure will move to fully back the Underlying Instruments.
6. Tokenized Asset pricing
6.1 Our Tokenized Asset Prices shall be quoted on an ongoing basis and determined by reference to the price of the Underlying Instrument which is quoted by Reference Institutions on external securities exchanges or dealing facilities that we select at our discretion in line with any applicable legal or regulatory obligations.
6.2 We shall use our best efforts to ensure that Trade prices do not differ materially from the prices of Underlying Instruments made available in real time by the Reference Institutions. However, we can change or withdraw the Tokenized Asset Price at any time and in particular, can do so at any time before Your offer to Trade on that Tokenized Asset Price has been accepted.
6.3 You agree that our Tokenized Asset Prices are provided to you solely for the purpose of entering into Trades with us and you shall not rely on or use them for any other purpose.
6.4 Structure Financial shall not be liable towards you for any damage caused by erroneous pricing on a Tokenized Asset, if the error in the price was caused by errors in pricing on the Underlying Market for an Underlying Instrument or otherwise in circumstances outside Structure Financial’s control or otherwise circumstances for which Structure Financial is not reasonably responsible, subject to applicable law and regulation.
6.5 For Trades executed when the Underlying Market is closed or where there is no Underlying Market, our Tokenized Asset Price will reflect what we reasonably consider the Market Price of the Underlying Instrument is at that time.
6.6 If during Market Hours a Tokenized Asset Price is not available on the Website for any particular Market you should contact us to obtain a quote.
6.7 Subject to any legal or regulatory obligation on us;
(A) our Tokenized Asset Prices and how we calculate them are determined in our absolute discretion and any changes are
(B) we provide quotes for Tokenized Asset Prices on a best-efforts basis. If a Market Disruption Event or an Event Outside of Our Control occurs, we may not be able to provide a quote for Our Price or execute Trades during Market Hours;
(C) for Tokenized Assets with market execution “market order”, prices shown in the Account should be deemed as indicative and it is not guaranteed that the Client will deal at this quotation. The price of your Order execution will be based on the best price which Structure Financial can offer at the particular moment without obtaining any additional confirmation from you. The current price of a Tokenized Asset with market execution at which the Trade is concluded will be reported back by Structure Financial. The price of a concluded Trade will be visible in the Account; and
(D) some offers, orders, prices or transactions coming or performed with foreign partners, information agencies, relevant markets or data vendors based on which Tokenized Asset’s price with market execution was determined, may be cancelled or withdrawn for reasons beyond Structure Financial’s control. In such a case, Structure Financial has the right to withdraw from respective Trade on that Tokenized Asset concluded by you. In such a situation, confirmation of withdrawal will be documented and presented to you within two days after withdrawal or cancellation of an order, offer or transaction Structure Financial bears no responsibility for damages caused due to such withdrawal in these circumstances.
7. Tokenized Asset Orders
7.1 You can submit Orders to us for Tokenized Assets via our Trading Platform in exchange for the agreed Transaction Currency.
7.2 If your Structure Financial Wallet is not credited with sufficient of the Transaction Currency as required for settlement of the relevant Tokenized Asset Trade, then the Trade subject of your Order may not proceed.
7.3 Your Orders for Tokenized Assets shall be placed in accordance with our general Terms of Service, as supplemented by these Trading Terms. Orders will be executed by Structure Financial at the quoted Tokenized Asset Price.
7.4 We will accept a Trade only:
(A) on a Trading Day;
(B) on the basis of a current Tokenized Asset Price; and
(C) if the Underlying Asset is still a valid, tradeable security.
7.5 You cannot Trade on a Tokenized Asset Price which is no longer valid. Our Trading Platform will make clear if a Tokenized Asset Price has ceased to be valid. You may not be able to enter into Trades at that price where it is described on our Website as “indication only” or “indicative” or “invalid” (or words or messages to the same effect).
7.6 The range of different Order types which we accept shall be decided by us in our absolute discretion and notified to you on our Website from time to time. Certain types of Orders may only be available for a limited range of Markets.
7.7 We may at our discretion limit the quantity of any Trade and Orders we accept without notice.
7.8 It is your responsibility to understand the features of an Order and how the Order will operate before you place it. Before you place an Order for the first time, we recommend that you read the trading examples on our Website so that you fully understand the features of the Order type.
7.9 Orders cannot be executed outside Structure Financial trading hours for the relevant Market. So, if the Underlying Instrument Trades outside our trading hours, the Tokenized Asset Price at which an Order may be executed may be very different to the agreed execution price of the Order.
8. Transfers of Tokenized Assets
8.1 The Platform Services may from time to time allow the functionality to be able to transfer Tokenized Assets into and out of your Account, to enable you to deal in those Tokenized Assets on third party platforms. Transfers of Tokenized Assets to or from your Account to and from external wallet addresses can only be made to and from wallets that are owned by you; for the avoidance of doubt transfers of Tokenized Assets into and out of your Account to or from third party wallets are not permitted under these Trading Terms.
8.2 Prior to you being able to use any transfer functionality, you must register the relevant external wallet address with your Account, and follow the processes set out on the Platform to have that external wallet address approved by us. As part of that process we will carry out our own checks to satisfy our own internal requirements and reserve the right in our absolute discretion to not approve any external wallet address that you request to register to your Account. As part of our approval processes we reserve the right to request information and evidence from you around ownership and control of the relevant external wallet address, which may include carrying out “proof of control” transfers of small volumes of crypto assets.
8.3 If you sell or otherwise transfer a Tokenized Asset on a third party secondary market which is outside of our environment and the recipient does not have an Account and been successfully onboarded by us to access the Platform and use the Platform Services, the recipient will need to pass our onboarding processes (and register recipient’s external wallet address in accordance with clause 8 below) before recipient can transfer that Tokenized Asset into recipient’s Account, and sell that Tokenized Asset via the Platform Services. Please see our Eligibility page for details of who is able to onboard to the Platform (including ineligible countries) and what information we require to onboard. We do not provide any guarantee that recipient or any other person will be able to successfully onboard to access the Platform and use the Platform Services, and reserve all our rights in our absolute discretion to refuse to onboard any person, without providing reasons for our decision.
9. Market abuse
9.1 Structure Financial will frequently hedge its liability to You by opening simultaneous positions in the Underlying Instrument with other institutions. A consequence of Structure Financial doing so is that if your Trades or Orders relate to Underlying Instruments, your Trades or Orders can through our hedging exert a distorting influence on the Underlying Instrument, in addition to any impact on our Tokenized Asset Prices. This creates a possibility of market abuse, and the function of this clause is to prevent such abuse and to enable us to take appropriate action.
9.2 You represent and warrant to us and agree that each such representation and warranty is deemed repeated each time You open and close a Trade and each time You place and cancel an Order that:
A. You will not place and have not placed any Trade and/or Order with us or otherwise (when You deal with us), and You have not behaved nor will You behave in a manner that would amount to market abuse and/or market manipulation by You. For the purpose of assessing whether You have done so, You may be deemed to have dealt directly in the Underlying Instrument to which Your Trade and/or Order relates.
B. You will not place and have not placed a Trade and/or Order that contravenes any primary or secondary legislation or other law or regulatory rules applicable to You including in relation to insider dealing. For the purposes of this clause, You agree that we may proceed on the basis that when You open or close a Trade and/or place an Order with us relating to a share/equity You may be treated as if You were dealing in securities within the meaning of applicable law and regulation relating to market abuse.
In these Trading Terms, certain words and expressions have the meanings set out below.
Account - an Account that You hold with Structure Financial or on any relevant Third Party Platform which enables You to Trade in any Tokenized Asset which we are currently making available on our Website, based on prices of Tokenized Assets which we quote and which allows you to conclude Trades with us for the relevant Tokenized Asset.
Application Form - The Structure Financial Application Form that relates to opening an Account for Tokenized Asset Trading, which may have been filled in on the Platform or via any relevant Third Party Platform.
Crypto Tokenized Asset - a Tokenized Asset available for Trading on the Platform where the Underlying Instrument is the price of a cryptocurrency or other digital asset.
ETF Tokenized Asset – a Tokenized Asset available for Trading on the Platform where the Underlying Instrument is the price of an Exchange Traded Fund listed and Traded on a regulated market or trading venue.
Fee Schedule - The schedule of fees published by the Us, and in effect from time to time, for the Platform Services which may be varied in accordance with the variation provision of these Terms.
Market/s - the markets from time to time made available by Structure Financial for an Underlying Instrument of a Tokenized Asset
Market Price - the current price of Underlying Instrument on the Market indicated by Structure Financial or provided by the source indicated by Structure Financial in the Specification Tables.
Order - an order placed by you to execute a Tokenized Asset Trade on your Account.
Platform - the Structure Financial websites and App developed for mobile devices.
Platform Services - the services offered by the Company on the Platform
Prohibited Jurisdiction - means Abu Dhabi, Australia, Canada, China, Dubai, the European Union, Hong Kong, Japan, South Korea, the United Kingdom, the United States, all countries and jurisdictions on the OFAC Sanctions List (available at https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions-programs-and-informationhttps://sanctionssearch.ofac.treas.gov/) and/or the UK Sanctions List (available at https://www.gov.uk/government/publications/the-uk-sanctions-list), and other jurisdictions that may be added to these Trading Terms or our General Terms and Conditions or otherwise published on our websites from time to time.
Reference Institution - means price providers of the Underlying Instruments as indicated on the Website.
Stock Tokenized Asset - a Tokenized Asset available for Trading on the Platform where the Underlying Instrument is the price of the stock listed and Traded on a regulated market or trading venue.
Structure Financial Wallet - the wallet functionality provided to you via your Account to store and deal in cryptocurrencies you hold in your Account.
Third Party Platform – any online platform or service that you may use to access the Platform Services.
Tokenized Asset - a Crypto Tokenized Asset, ETF Tokenized Asset and/or a Stock Tokenized Asset (as relevant), as specified in the relevant Specification Tables being an agreement between us for us to buy from you any Tokenized Asset that you hold, at the Sell Price, when you place an Order to sell.
Tokenized Asset Policy – the Structure policy that outlines Our approach to holding Underlying Instruments, ensuring that they are securely held and your Tokenized Assets are always able to be bought by Structure.
Tokenized Asset Price – the price at which a Tokenized Asset can be bought or sold on the Structure Financial platform. The Tokenized Asset Price is quoted via our Trading Platform in different Transaction Currencies.
Trading Day - any day on which Trades can be executed via the Trading Platform.
Trade - a purchase or sale of a Tokenized Asset via the Trading Platform.
Trading Platform - the Structure Financial trading platform that is made available to clients of Structure Financial for the purposes of trading in Tokenized Assets and other supported asset classes from time to time.
Transaction Currency –the digital currency that we quote Tokenized Asset Prices in. We may offer different Transaction Currencies from time to time e.g. Ethereum or bitcoin etc.
Underlying Instrument - the instrument, whether equities or other securities, exchange Traded funds or cryptocurrencies or other asset classes, whose Market Price constitutes the basis to determine the Tokenized Asset Price.
Underlying Market –the underlying exchange, market or trading facility on which the Market is based.
Website – the Structure Financial website at https://structure.fi/
You - a person or authorized persons of a corporate client that is registered as a customer with the Company to open an account and use the Platform Services.