1. Introduction
1.1. This Derivatives Trading Disclaimer (“Disclaimer”) outlines the risks, terms, and conditions associated with trading Derivative Contracts defined over RWA tokens on Delta Exchange (“Platform”). It forms an integral part of the contractual framework governing the User’s access and use of the Platform. The Platform enables Users to trade in Derivative Contracts on RWA Tokens, which RWA Tokens derive their value from certain real-world Reference Assets such as Gold and Stocks etc.
1.2. By accessing or using the Platform, the User expressly acknowledges that RWA Tokens and Derivative Contracts based on such tokens are, as of the date of this Disclaimer, not regulated under applicable Indian securities laws (including laws administered by the Securities and Exchange Board of India (“SEBI”)), and that their legal and regulatory characterization (including under the SCRA) may change or be determined otherwise at any time in the future. The User confirms that he/she has read, understood, and accepted all risk disclosures set out in this Disclaimer and the Terms of Service.
2. Definitions
The following definitions shall be applicable in the given context:
Active Contracts: Refers to Derivative Contracts that are currently listed, open, and available for trading on the Platform.
Derivative Contract: A financial contract traded on the Platform, the value of which is derived solely from the price of the RWA Token, and not from the direct trading of any Reference Asset. Entering into a Derivative Contract based on an RWA token does not constitute a purchase of the RWA token or the corresponding Reference Asset. For the avoidance of doubt, the listing or availability of any Derivative Contract on the Platform does not imply that such contract has been approved, endorsed, recognized, or registered by SEBI, any stock exchange, or any other regulatory authority in India or elsewhere.
Force Majeure: Refers to unforeseeable circumstances or events beyond the Platform’s control (such as natural disasters, wars, pandemics, or regulatory actions etc.) that prevent the Platform and/or the User from fulfilling their respective obligations.
High Volatility: Refers to a market condition where prices fluctuate rapidly and significantly within a short period of time.
Leverage: A mechanism that allows the User to trade larger positions than his account balance, which can multiply both gains and losses.
Liquidity: Refers to the ability to buy or sell a contract without causing a significant impact on its price.
Off-Market Hours: Periods when the primary global markets for Reference Assets are closed (For example, weekends, public holidays, or outside standard trading hours).
Platform: Refers to Delta Exchange, the online interface through which the User can access trading services, view data, and execute Derivative Contracts.
Price Divergence: A situation where the price of the RWA Token differs from the Spot Market Price of the Reference Asset.
Price Feeds: Refers to the real-time data streams providing price information in relation to the particular RWA Token.
Primary Market: Refers to the global financial exchanges where the Reference Assets are traditionally traded, which may serve as a benchmark for determining the fair value of an RWA Token linked to a specific Reference Asset.
Real World Asset Token (“RWA Token/ Token”): A virtual representation created for trading purposes which derives its value from the Reference Asset. Examples include a Token deriving its value from gold or stocks, as the case may be. The Token is a distinct virtual representation and is not the actual asset and no recourse to the actual assets is available to the Users by means of trading of the Derivative Contracts based on the RWA Tokens. Derivative Contracts made available on the Platform are not listed on, traded on, or cleared or settled through any recognized stock exchange in India and are currently traded solely on the Platform, and the Platform is not a recognized stock exchange in terms of the Securities Contracts (Regulation) Act, 1956 (“SCRA”). Accordingly, protections available to investors in products traded on recognized stock exchanges or through SEBI-registered intermediaries may not be available to Users.
Reference Asset: Refers to real-world assets (such as Gold, Stocks, etc.) that are used only as a reference for determining the value of an RWA Token, and which are not traded, owned, delivered, or acquired by the User.
Spot Market Price: The prevailing market price of the Reference Asset in traditional global markets, used only for valuation or reference purposes.
User: Refers to any individual or legal entity that accesses, registers on, or uses the Platform or services provided by the Platform
3. Nature of the RWA Token and Derivative Contracts
3.1. The User must understand that the User is trading a price-linked contract and not a tangible item.
3.1.1. Not the Reference Asset: The Derivative Contract displayed on the Platform is based on the RWA Token (e.g., a token which may be referenced to Gold, Stocks, etc.). The RWA Token is a virtual representation deriving its value from the Reference Asset and is not the actual Reference Asset itself. The User does not trade, own, or acquire the Reference Asset (e.g., Gold) and does not acquire ownership of the RWA Token itself. All trades executed on the Platform are Derivative Contracts based on RWA Tokens.
3.1.2. No Ownership or Delivery Rights: Trading on this Platform does not grant the User any legal title, beneficial interest, ownership rights, proprietary claim, or physical delivery rights in respect of the Reference Asset or RWA Token in any manner under any circumstances. All Derivative Contracts are strictly cash-settled and no physical delivery or display of any token or asset shall occur.
4. Price Divergence & Market Risks
4.1. The price of a Derivative Contract is derived from the value of the RWA Token and not from the direct trading price of any real-world asset. This creates specific risks, including, without limitation:
4.1.1. Price Differences: The price of the Derivative Contract may vary significantly from the Spot Market Price of the Reference Asset. This can happen due to platform liquidity, supply and demand imbalances, or events related to the token issuer, inaccuracies, limitations, or delays in Price Feeds, High Volatility, Force Majeure events, or other factors and/ or unforeseen circumstances.
4.1.2. No Price Guarantee: While prices of the Derivative Contracts may generally follow the RWA Token, the Platform does not guarantee accuracy, continuity, or alignment with global reference or Spot Market Prices. The User acknowledges that all pricing of the Derivative Contract is indicative and is not guaranteed by the Platform and is provided on a best-efforts basis only.
4.1.3. Off-Market Hours Volatility: During weekends or holidays (Off-Market Hours), or any such times when the Primary Markets are closed, the price of the Active Contracts on the Platform may change. Prices during the Off-Market hours are driven solely by Platform supply and demand, which can lead to significant “price gaps” when the Primary Markets reopen. The User expressly accepts all risks arising from such price differences.
5. Liquidity Risk
5.1. Liquidity refers to the User’s ability to enter into or exit positions in Derivative Contracts on RWA Tokens without materially affecting prices. Insufficient trading activity may prevent execution at desired prices, particularly during:
Off-Market Hours;
Periods of High Volatility; or
Any other events related to the RWA Token or its pricing.
The Platform shall not be liable for any losses incurred due to the User’s inability to enter into, exit, or close positions arising from liquidity constraints. The User understands and agrees that the Platform is under no obligation to provide, create, or maintain any particular level of liquidity, order book depth, or counterparty interest in respect of any RWA Token or Derivative Contract.
6. Regulatory Status
6.1. Derivative contracts based on RWA Tokens may not be regulated by governmental or statutory authorities. Accordingly, the User acknowledges and agrees that:
6.1.1. Such products may not afford the same level of protection as available to a regulated security instrument in regulated markets.
6.1.2. Regulatory changes, enforcement actions, or prohibitions may adversely impact the availability, pricing, or legality of such contracts.
6.1.3. As on the date of this Disclaimer, RWA Tokens and the Derivative Contracts based on them are not listed or traded on any recognised stock exchange in India and are not, unless expressly specified otherwise, offered through or by any SEBI-registered intermediary. The trading of RWA Tokens and related Derivative Contracts on the Platform is presently not subject to any specific regulatory framework in India expressly applicable to such Derivative Contracts and may be subject to changes in law, regulation, or regulatory interpretation from time to time.
6.1.4. The characterization of RWA Tokens and the Derivative Contracts under applicable Indian securities laws (including under the SCRA and the Securities and Exchange Board of India Act, 1992, and the rules, regulations, circulars, and guidelines issued thereunder) is subject to change and may be amended at any time in future, including by SEBI or any other competent authority, characterizing the Derivative Contracts as “derivatives” and/or “securities” in terms of the SCRA or any other regulatory instrument issued by SEBI.
6.2. The Platform shall not be liable for any losses that the User may suffer, irrespective of whether such losses were foreseeable or not, arising from such regulatory changes, enforcement actions or changes in law. Without prejudice to the generality of the foregoing, the User expressly assumes all risks (including the risk of loss of capital, compulsory closure or transfer of positions, restrictions on withdrawal or utilization of funds or Tokens, invalidation or voiding of transactions, and tax or reporting consequences) arising out of or in connection with: (A) any subsequent determination, clarification, or action by SEBI or any other authority that RWA Tokens or Derivative Contracts constitute “securities”, “derivatives”, or other regulated instruments in terms of the SCRA; and/or (B) any directions, circulars, guidelines, or orders requiring modification, suspension or cessation of trading in Derivative Contracts.
7. Regulatory Change
7.1. Notwithstanding anything to the contrary in this Disclaimer or the Terms of Service, the Platform reserves the right, at its sole and absolute discretion and without prior notice, to (i) modify the terms, features, or parameters of any RWA Token or Derivative Contract, (ii) suspend, restrict, or discontinue the listing, trading, or settlement of any RWA Token or Derivative Contract, (iii) close out, liquidate, or otherwise terminate any open positions (on a best-efforts or formula-based basis, as determined by the Platform), and/or (iv) impose additional eligibility, margin, KYC, or other conditions on Users, where the Platform considers such action reasonably necessary or prudent in light of any actual or potential change in law, regulation, taxation, or regulatory stance (including any statement, guidance, or action by SEBI, the Reserve Bank of India, the Government of India, or any other competent authority).
7.2. The User agrees that the Platform shall not be responsible or liable for any loss, damage, cost, or expense (including loss of opportunity, loss of profits, or loss of premium) arising out of or in connection with any such modification, suspension, restriction, closure, or termination as described in paragraph 7.1 above, except to the limited extent (if any) expressly required under applicable law.
8. Right to restrict or refuse access
8.1. The Platform reserves the right, at its sole discretion, to suspend, restrict, limit, or terminate the User’s access to any RWA Token, Derivative Contract, or related service at any time, with or without notice, where deemed necessary only to the extent required to comply with applicable law, regulation, order, direction, or requirement of any competent court, governmental authority, regulatory authority, enforcement agency, or to prevent or address an actual or reasonably suspected breach of the Terms of Service, unlawful activity, fraud, sanctions violation, market abuse, security incident, or material risk to the integrity or lawful operation of the Platform.
9. High Risk of Capital Loss
9.1. Trading in derivative contracts based on RWA Tokens involves a high degree of risk and may not be suitable for every User. The User acknowledges the risk of losing part or all of the capital invested and agrees to trade only with funds as per the User’s risk tolerance.
10. Platform Execution & Technical Risks
10.1. The Platform is provided on an “as-is” and “as-available” basis. The User agrees that the Platform shall not be responsible for any losses resulting from:
10.1.1. Technical failures, internet connectivity issues, or system errors.
10.1.2. Delays in data feeds or price information.
10.1.3. The User's inability to access the Platform during volatile periods.
10.1.4. Any events, circumstances, or actions beyond the reasonable control of the Platform.
11. Disclaimer of Warranties
11.1. To the maximum extent permitted by law, the Platform disclaims all representations and warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, accuracy, completeness, or error-free operation.
12. Platform Records as Conclusive Evidence
12.1. The User agrees that the Platform’s internal books, records, logs, and electronic data shall, absent manifest error, be conclusive evidence of all matters relating to the User’s trading activity, balances, orders, executions, liquidations, and acceptance of this Disclaimer.
13. User Representations
13.1. The User represents and warrants that: (i) the User has full legal capacity and authority to enter into transactions on the Platform; (ii) the User understands the risks associated with trading Derivative Contracts on RWA Tokens; (iii) the User is acting for its own account and not on behalf of any other person unless expressly authorized; and (iv) the User’s access to and use of the Platform does not violate any applicable law or regulation.
14. Independent Decision Making
14.1. The User agrees that all trading activity is undertaken solely at the User’s own volition, discretion, and risk. It is and shall always be the User’s sole responsibility to conduct independent market research and assess the suitability and risks of Derivative Contracts before entering into any trade based on RWA Tokens.
14.2. The Platform shall not be responsible or liable in any manner or under any circumstances for any losses, damages, or consequences arising from the User’s trading decisions, reliance on any information available on the Platform, inability to do any preliminary research or failure to adequately assess the associated risks.
14.3. The User represents that he/she has obtained, or has had the opportunity to obtain, independent legal, tax, accounting, and investment advice in relation to trading in RWA Tokens and Derivative Contracts, and that the User is not relying on the Platform or any of its affiliates or personnel for any such advice.
15. No Fiduciary Duty or Advice
15.1. The Platform acts strictly as a platform provider and not as an investment advisor or a “fiduciary”. Any information, charts, or data provided on the website are for informational purposes and should not be seen as an offer, recommendation and/or solicitation. The User shall be solely responsible for their own trading decisions.
15.2. No communication (written or oral) from the Platform shall be construed as a personal recommendation or as investment, legal, accounting, or tax advice, and the User agrees that no quasi-fiduciary or similar relationship is intended or created between the Platform and the User.
16. Not a Financial or Legal Advice
16.1. This disclaimer is provided for informational purposes only and does not constitute financial, investment, or legal advice by the Platform.
16.2. The User should consult his / her own independent advisors regarding the legal, regulatory, and tax implications of trading in RWA Tokens and Derivative Contracts in India and in any other relevant jurisdiction, including with respect to regulatory implications, reporting obligations, and liability for any taxes, duties, surcharge, cess, or other amounts.
17. Taxation
17.1. The User shall be solely responsible for determining, reporting, and paying any taxes, duties, levies, related fiscal obligations, or other governmental charges arising out of or in connection with the User’s trading activities, holdings, profits, losses, or use of the Platform. The Platform shall have no responsibility or liability in relation thereto.
18. Waiver & Release
18.1. By trading on the Platform, the User voluntarily assumes all risks associated with trading derivative contracts on RWA Tokens. To the maximum extent permitted by law, the User irrevocably releases the Platform, its affiliates, and personnel from all claims arising from trading activities, price movements, price divergence from Reference Assets, liquidity constraints, technical issues, regulatory changes (including any change in characterization of the Products under the SCRA or SEBI regulations), or the User's own trading decisions, except where such losses are directly caused by the Platform's fraud or willful misconduct.
18.2. Without limiting the generality of the foregoing, the User expressly waives and releases any claim against the Platform, its affiliates and their respective shareholders, directors, officers, employees and representatives arising out of or in connection with (i) any subsequent classification of RWA Tokens or Derivative Contracts as “securities” under the SCRA or other regulated instruments by SEBI or any other authority; (ii) any enforcement, restriction, or prohibition affecting the User’s ability to hold, trade, or dispose of RWA Tokens or Derivative Contracts; and (iii) any resulting loss of value, loss of opportunity, or increase in costs or taxes.
19. Amendment & Severability
19.1. The Platform reserves the right, at its sole and absolute discretion, to amend, modify, supplement, or delete any portion of this Disclaimer at any time without prior notice. Such amendments shall become effective immediately upon being posted on the Platform, unless otherwise stated. It is the sole responsibility of the User to review this Disclaimer periodically for any revisions. The User’s continued access to or use of the services provided through the Platform following the posting of any changes shall constitute the User’s unequivocal, irrevocable, and binding acceptance of this Disclaimer, as amended from time to time. If any provision is held to be invalid or unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.
20. No Partnership / Agency / Joint Venture
20.1. Nothing contained in this Disclaimer shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the Platform and the User.
21. Survival
21.1. The provisions relating to risk disclosures, limitation of liability, waiver and release, regulatory status, dispute resolution, and any other provisions which by their nature are intended to survive shall remain in effect notwithstanding termination of the User’s access to the Platform.
22. Dispute Resolution & Governing Law
22.1. This Disclaimer shall be governed by and construed in accordance with the governing law provisions set out in the Terms of Service. Any dispute, controversy, or claim arising out of or in connection with this Disclaimer, the Platform, or the User’s use of the services shall be resolved in accordance with the dispute resolution and jurisdiction provisions specified in the Terms of Service, which are incorporated herein by reference.
23. Integration with Platform Policies
23.1. This Disclaimer shall be read in conjunction with the Terms of Service and other applicable Platform policies, which together govern the User’s access and use of the Platform and services provided hereunder. This Disclaimer supplements and forms part of the Terms of Service and shall not limit any broader rights, protections, disclaimers, or limitations of liability available to the Platform under the Terms of Service.
In the event of any inconsistency between this Disclaimer and any other policy or document of the Platform in relation to the regulatory status of the Derivative Contracts, risk allocation, or limitation of liability for RWA Tokens or Derivative Contracts, this Disclaimer shall, to the maximum extent permitted by law, prevail.