SylvaTrust Portfolio Token Terms

Last updated: May/9/2025

 

Introduction

These terms and conditions (“Terms”) govern the structure and operation of the SylvaTrust Portfolio Token programme. SylvaTrust provides a platform to facilitate investment in forestry and land assets through special purpose vehicles (“SPVs”) and tokenisation, while not acting as an asset manager. These Terms clarify the roles and responsibilities of SylvaTrust, landowners, SPVs, and token holders, ensuring compliance with relevant laws and a clear understanding that SylvaTrust serves solely as an intermediary and structuring facilitator. 

 

1. Definitions 

For these Terms, the following definitions apply: 

• SylvaTrust Platform (“SylvaTrust”) – The structuring and facilitation service operated by SylvaTrust, which arranges the creation of SPVs, provides valuation advisory services and oversees compliance and distribution logistics for the Portfolio Tokens. SylvaTrust is not an asset management company and does not exercise discretionary control over any Land Assets. 

• Land Assets – The underlying forest or land assets held by SPVs. Operational control of Land Assets remains with the Landowners or third-party service providers, not with SylvaTrust. 

• Landowner – The original owner or controller of a Land Asset who contributes the asset into an SPV structure. The Landowner (or their designated managers) retains responsibility for all operational decisions regarding the Land Asset. 

• Special Purpose Vehicle (“SPV”) – A special-purpose company or trust created to hold one or more Land Assets. Each SPV is legally separate and is responsible for contracting with Landowners or service providers for the management of the Land Assets. SPVs issue Portfolio Tokens (or facilitate their issuance) corresponding to the economic performance of their Land Assets. 

• Portfolio Token – A digital token representing a beneficial interest in a portfolio of Land Assets held via one or more SPVs. Each Portfolio Token entitles holders to a pooled return derived from the collective revenues of the underlying Land Assets under these Terms. The Portfolio Token is intended to be freely transferable and may be listed on external exchanges for trading. 

• Pooled Return Model – The structure by which returns (such as revenue from timber, carbon credits, or other ecosystem services) generated by all Land Assets in the relevant portfolio are aggregated into a common pool. After deductions for applicable costs and fees, the pooled net returns are distributed to Portfolio Token holders on a pro-rata basis. 

• Third-Party Service Providers – Independent entities contracted by an SPV or Landowner to perform services related to land management or operations (for example, forestry management companies, conservation organisations, or auditors). These providers carry out day-to-day operational decisions and activities for the Land Assets under the direction of the Landowner or SPV, not under SylvaTrust’s control. 

• External Exchange – Any independent digital asset exchange or trading platform where Portfolio Tokens may be listed or traded. SylvaTrust may facilitate technical integration with such exchanges but does not act as an exchange or market maker itself, nor does it control secondary market transactions. 

Any capitalised term not defined above shall have the meaning given elsewhere in these Terms. All definitions are to be read in the singular or plural as context requires. 

 

2. Platform and Structure Overview 

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2.1 SylvaTrust’s Role as Structuring Platform

SylvaTrust’s role is solely that of an intermediary and facilitator in the SylvaTrust Portfolio Token programme. SylvaTrust establishes and organises SPVs to hold Land Assets on behalf of Landowners and investors, provides valuation and structuring expertise, and ensures that the legal framework for token issuance is in place. Importantly, SylvaTrust does not manage or make decisions regarding Land Assets or the investment portfolio – it does not select which trees to harvest, how to implement conservation practices, or otherwise operate the Land Assets. All such asset management decisions remain with Landowners or their appointed service providers. SylvaTrust’s services are of an administrative and advisory nature to enable the tokenisation structure; nothing in these Terms appoints SylvaTrust as a fund manager or gives SylvaTrust discretionary authority over assets. 

 

2.2 SPV Framework

Each Land Asset (or group of assets) in the programme is held by a dedicated Special Purpose Vehicle. The SPV is a separate legal entity whose sole purpose is to own the Land Asset and to facilitate investment in that asset through tokens. SylvaTrust assists in creating the SPV and setting up its governance, but SylvaTrust is not the owner or manager of the SPV. The SPV enters into agreements with the Landowner and/or Third-Party Service Providers to ensure the Land Asset is managed according to agreed standards (for example, sustainable forestry practices or maintenance of conservation value). The SPV may also arrange for the sale of any outputs (like timber or credits) and collection of revenues. Those revenues are then passed into the pooled return mechanism for distribution to token holders (see Section 4). SylvaTrust does not dictate or alter how the SPV’s revenues are generated or how Land Assets are operated; SylvaTrust’s involvement is limited to structuring the SPV and administering the flow of funds and information between the SPV and token holders. 

 

2.3 Portfolio Composition

The SylvaTrust Portfolio Token typically represents an interest in a diversified portfolio of Land Assets held across multiple SPVs. This means token holders benefit from a spread of different assets (e.g. various forests or land parcels), reducing reliance on any single asset’s performance. The composition of the portfolio (i.e. which SPVs/Land Assets are included) is determined upfront by agreement between SylvaTrust, the participating Landowners, and any sponsoring entities. Once established, SylvaTrust does not have unilateral authority to change the portfolio composition or substitute assets; any such changes would occur only under predefined rules or the consent of relevant parties (e.g., replacement of an asset if an SPV fails, subject to terms). This ensures that SylvaTrust cannot actively “manage” the portfolio by swapping or reallocating assets at its discretion – any portfolio adjustments are structural or formulaic rather than discretionary asset management. 

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3. Roles and Responsibilities 

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3.1 Landowners and Operational Managers

Landowners (or the designated Third-Party Service Providers engaged by them or the SPV) are responsible for all operational and management decisions concerning the Land Assets. This includes decisions on land use, forestry operations, conservation activities, harvesting schedules, maintenance, improvements, and any other day-to-day management tasks. Landowners or their contracted managers carry out these activities pursuant to agreements with the SPV, which may outline certain standards or objectives (for example, sustainable management criteria or revenue targets). However, neither the SPV nor SylvaTrust directs how the Landowner or service providers achieve these objectives on a day-to-day basis – the Landowner retains autonomy in operational decision-making. By contributing their Land Asset into the SPV structure, the Landowner does not cede managerial control of how that land is run; except as contractually agreed, they remain the party with expertise and authority to manage the land. All liabilities and risks associated with managing the Land Asset (including regulatory compliance, environmental liability, or operational risks) rest with the Landowner or the responsible manager, not with SylvaTrust. The Landowner also typically has duties to report performance metrics and data to the SPV (so that valuations and returns can be assessed), and to operate the land in good faith to generate returns as anticipated, but SylvaTrust has no power to instruct or overrule the Landowner’s decisions on the ground. 

 

3.2 SPVs (Special Purpose Vehicles)

Each SPV is governed by its organisational documents (e.g. articles of association or a trust deed) which outline its limited purpose and the rights of token holders. The SPV’s primary responsibilities include: (a) Holding Title – the SPV holds legal title to the Land Asset, or a long-term interest in it, for the benefit of the investment structure; (b) Contracting – the SPV enters into necessary contracts with Landowners (for asset contribution or revenue sharing) and with Third-Party Service Providers (for management services, insurance, etc. as needed); (c) Collecting Revenues – the SPV receives income generated from the Land Asset (such as proceeds from sale of timber, lease payments, carbon credit revenues, or other monetisation of ecosystem services); and (d) Distributing Returns – the SPV passes on these revenues (after expenses) to the token holders via the agreed pooled return mechanism. The SPV may have its own directors or trustees to oversee these functions in a nominal capacity, but they do not actively manage the Land Asset – they rely on the Landowner or contracted operators for all operations. SylvaTrust may provide administrative support to the SPV (for example, bookkeeping, coordinating audits, or preparing reports), but SylvaTrust is not a director, executive, or manager of the SPV. The SPV is structured to be bankruptcy-remote and to isolate the Land Asset’s risks within that entity, protecting token holders from liabilities beyond their investment. Nothing in these Terms or the SPV structure appoints SylvaTrust as a manager of the SPV’s assets, and SylvaTrust’s influence is limited to ensuring the SPV follows the structural rules (such as distributing funds as agreed). 

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3.3 SylvaTrust (Facilitator and Intermediary)

SylvaTrust’s duties and services under these Terms are strictly limited to facilitation, coordination, and oversight of the technical and administrative aspects of the Portfolio Token programme. In summary, SylvaTrust may perform or arrange the following: 

• SPV Formation and Structuring: SylvaTrust organises the creation of SPVs and sets up the legal and operational framework needed for each Land Asset to be tokenised. This includes preparing offering documentation for the Portfolio Tokens, ensuring that the SPV’s constitutional documents align with these Terms, and that proper agreements are in place with Landowners and service providers. 

• Valuation and Advisory Services: SylvaTrust provides or procures valuation advisory for the Land Assets, helping to determine the initial token price or ongoing valuation metrics. These valuations are typically based on data provided by Landowners and independent experts. SylvaTrust’s role is advisory; final valuation figures may be subject to independent audit or formula-driven calculations rather than SylvaTrust’s discretion. 

• Compliance Oversight: SylvaTrust oversees compliance requirements such as investor onboarding (including KYC/AML checks on token purchasers), ensuring that the offering and trading of Portfolio Tokens adhere to applicable laws and regulations. SylvaTrust also monitors ongoing compliance of the Land Asset operations with any standards promised to token holders (for instance, sustainability standards), but SylvaTrust’s monitoring does not equate to control – it can flag issues or require reporting, but it cannot step in to run the Land Asset. 

• Distribution Logistics: When the SPV distributes returns, SylvaTrust coordinates the logistics of calculating each token holder’s entitlement under the pooled return model and effecting payments or token-based distributions. SylvaTrust ensures that distributions occur according to schedule and terms, but does not have the authority to withhold or reallocate returns except as provided by the predetermined formula (for example, for deducting agreed fees or expenses). SylvaTrust merely administers the flow of funds from the SPV to the token holders. 

• Exchange Facilitation: SylvaTrust may facilitate the technical integration of the Portfolio Tokens with External Exchanges (for example, by liaising with exchanges to list the token or providing necessary smart contract support). However, SylvaTrust does not act as an exchange or broker for trades, does not set the market price for the tokens, and is not responsible for providing liquidity. Any trading of tokens is conducted between third parties on external platforms, and SylvaTrust’s involvement is limited to ensuring that such transfers are recorded properly on the token ledger and compliant with any transfer restrictions. 

In providing the above services, SylvaTrust always acts as an independent facilitator and never as a fiduciary or asset manager for the investors. SylvaTrust does not owe any fiduciary duties to token holders beyond those expressly set out in these Terms. All investment risk remains with the token holders, as SylvaTrust does not guarantee performance or returns of any Land Asset or the portfolio. 

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4. Pooled Returns and Distribution 

 

4.1 Pooled Return Mechanism

All revenue and income generated by the Land Assets within the SylvaTrust portfolio are aggregated at the SPV level and then pooled together to determine the overall return for a given period (e.g. quarterly or annually). This may include diverse income streams such as timber sales, agricultural yield, carbon credit sales, biodiversity credits, leasing fees, or any other monetisation of the Land Assets as applicable. The pooling of returns from multiple assets is intended to smooth out variations – for example, if one asset underperforms (due to low yield or a bad harvest year) and another overperforms, the net effect is shared across all token holders. Each Portfolio Token represents an equal claim to this pooled return (relative to the total token supply for that portfolio). 

 

4.2 Calculation of Returns

The SPVs, with oversight from SylvaTrust, calculate the gross revenues earned from the Land Assets and then subtract any applicable costs, expenses, and reserves. These may include: SPV expenses (such as taxes, maintenance, insurance), and any platform fees due to SylvaTrust or others as explicitly stated in offering documents. The resulting Net Pooled Return is then allocated pro-rata to all outstanding Portfolio Tokens. For example, if the net pooled return for a quarter is £100,000 and there are 1,000 Portfolio Tokens, each token would be entitled to £100 as that period’s distribution. SylvaTrust’s role in this process is ministerial – it ensures the formula is correctly applied and may provide an independent check on calculations, but does not have discretion to modify the outcome. If there is any dispute or uncertainty in the calculations (for instance, if a Landowner’s reported revenue needs verification), the issue may be resolved according to procedures set in the SPV agreements (such as an independent audit or reference to an expert). SylvaTrust can facilitate those procedures but does not unilaterally decide financial figures. 

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4.3 Distribution to Token Holders

Once the Net Pooled Return is determined, the SPV (or SylvaTrust on its behalf) will distribute the funds to Portfolio Token holders. Distributions may be made in fiat currency (e.g. GBP) or in a stablecoin/cryptocurrency as specified, and will be sent to the registered wallet or account of the token holder. SylvaTrust oversees this distribution to ensure each holder receives the correct amount corresponding to their token holdings. SylvaTrust does not retain any investor funds in a fiduciary capacity; any funds that pass through SylvaTrust for distribution are handled in a segregated manner and promptly forwarded to token holders, minus any agreed fees. It is clarified that SylvaTrust does not have the authority to reinvest or redirect these returns – token holders individually decide what to do with their distributed returns. The distribution logistics may include slight delays for processing or compliance checks, but SylvaTrust cannot choose to withhold distributions except to comply with law or court orders (for example, if required by anti-money laundering regulations to freeze a suspicious account). 

 

4.4 No Guaranteed Returns

All participants acknowledge that returns on the Portfolio Tokens are variable and depend on the performance of the underlying Land Assets. SylvaTrust provides no guarantee of any specific return or principal protection. Because SylvaTrust is not managing the assets, it cannot influence the generation of returns beyond ensuring that the structure is in place for Landowners to contribute those returns. The token holders bear the risk that Land Assets might underperform or incur losses. SylvaTrust’s lack of control over Land Asset decisions means token holders should evaluate the credibility and track record of the Landowners and managers, as those are the parties directly responsible for asset performance. 

 

5. Transferability and External Exchange Trading 

 

5.1 Token Transfers

Portfolio Tokens are intended to be freely transferable subject to compliance with applicable laws and any transfer restrictions stated in these Terms or in the token offering documentation. SylvaTrust does not impose arbitrary transfer restrictions but may require that certain conditions are met before a transfer is recognised (for example, the transferee may need to complete a KYC/AML process if not already an approved participant, to ensure regulatory compliance). The Platform will maintain or utilise a register (likely on a blockchain ledger) of token holders, and any transfer of tokens will update this register. SylvaTrust’s role is to update records and ensure compliance – it does not need to “approve” transfers so long as legal conditions are satisfied. In practice, this means token holders can buy, sell, or exchange tokens peer-to-peer or via External Exchanges, and SylvaTrust will facilitate the recording of those transactions and extend the rights under these Terms to the new holders once the transfer is effective. 

 

5.2 External Exchange Listing

SylvaTrust may work to have the Portfolio Tokens listed on one or more External Exchanges to provide liquidity and market-driven price discovery. Any such listing is subject to the rules and due diligence of the respective exchange. SylvaTrust is not an exchange and does not act as broker-dealer for trades – once the token is listed, trading is conducted between independent buyers and sellers. SylvaTrust does not control the market price, which will fluctuate based on supply and demand and perceptions of the portfolio’s performance. SylvaTrust also does not assure that a listing will be maintained; exchanges may delist tokens for their own reasons. If trading on an exchange is available, SylvaTrust may publish guidance or information to assist token holders (for example, how to set up an exchange account or the token’s ticker symbol), but SylvaTrust will not provide investment advice on when or whether to trade. 

 

5.3 Secondary Market Conduct

In any secondary market activity, SylvaTrust’s involvement is limited to technical support. For instance, SylvaTrust ensures that the smart contract governing the Portfolio Tokens properly interfaces with exchange platforms and that any required transfer notifications to the SPV or Platform are automated. SylvaTrust might also monitor trading to the extent necessary for regulatory compliance (e.g. identifying if any holder exceeds certain ownership thresholds or if suspicious trading activity occurs, to alert authorities if required). However, SylvaTrust does not act to influence the market – it will not buy back tokens to prop up prices, nor will it dictate who can or cannot buy tokens except as required by law (such as sanctions compliance). Token holders engage in trading at their own risk. Prices in the secondary market can go below the token’s initial issue price or above its underlying net asset value, and SylvaTrust takes no responsibility for those market outcomes. All token holders are reminded that an External Exchange is an independent entity, and any issues arising from exchange trading (such as exchange hacks, insolvency, or trade disputes) are outside the scope of these Terms and are to be resolved between token holders and the exchange. 

 

6. Regulatory Status and Disclaimers

 

6.1 Not an Asset Manager

SylvaTrust is not a fund manager, collective investment scheme manager, or asset management firm, and nothing in these Terms should be construed as appointing SylvaTrust to manage assets on behalf of token holders. The structure of the Portfolio Tokens is such that the assets are self-governed by their owners and SPVs, with SylvaTrust providing a framework. SylvaTrust does not have discretionary authority to make investment decisions, rebalance the portfolio, or take custody of assets for management. All SylvaTrust actions are limited to administrative facilitation and oversight as described. Participants acknowledge that because SylvaTrust does not manage the assets, the overall performance of their investment depends on the Landowners’ management and natural conditions, not on SylvaTrust’s actions. 

 

6.2 No Investment Advice or Recommendations

SylvaTrust’s communications, platform materials, and these Terms are for information and structural purposes only. SylvaTrust does not provide any personal recommendations or investment advice to token holders or potential investors. Any indication of potential returns, valuations, or asset performance is provided as a factual report or opinion from third-party experts and not as a guarantee or guidance to invest. SylvaTrust is not regulated as a financial adviser. Participants should obtain their own independent financial, legal, and tax advice before deciding to participate in the Portfolio Token offering. By accepting these Terms, token holders confirm that SylvaTrust has not advised them on the merits or suitability of this investment and that they are participating based on their judgment (or that of an independent adviser). 

 

6.3 No Fiduciary Duties

These Terms and the services provided by SylvaTrust do not create a fiduciary relationship between SylvaTrust and any token holder, Landowner, or other participant. SylvaTrust’s obligations are strictly limited to those contractual duties described herein. SylvaTrust is not acting as a trustee or advisor for the investors; its role in handling funds (such as distributing returns) is purely mechanical and does not involve exercising discretion for the benefit of one party over another. Each token holder and participant agrees that they shall not claim any duty of care or loyalty from SylvaTrust beyond what is explicitly stated in these Terms. The SPVs themselves may be structured as trusts or companies that owe duties to token holders, but SylvaTrust’s involvement with those SPVs does not make it personally responsible for those duties. 

 

6.4 Regulatory Compliance

The offering of Portfolio Tokens is structured to comply with applicable laws and regulations (for example, securities laws, crowdfunding regulations, or token offering rules, depending on jurisdiction). However, the Portfolio Token is not being marketed as a regulated financial product unless expressly stated. SylvaTrust itself is not authorised by the Financial Conduct Authority (FCA) or any other financial services regulator as an asset manager or broker. It operates under relevant exemptions or under the regulatory framework applicable to the SPV/token structure (which might classify the tokens in a particular way). By participating, token holders acknowledge that regulatory protections associated with regulated investment funds or managed portfolios (such as FSCS compensation or oversight by a fund trustee) are not applicable. SylvaTrust commits to maintaining compliance with any specific registration or exemption it relies upon and will notify token holders of any material regulatory changes affecting the Portfolio Tokens. All participants must likewise comply with relevant laws (for example, not offering or selling tokens in jurisdictions where they would be unlawful and adhering to any resale restrictions). 

 

6.5 Risk Acknowledgment

Investing in Portfolio Tokens involves risks, including the potential loss of some or all of the invested capital. Since SylvaTrust does not control the underlying assets, it cannot mitigate or eliminate these investment risks. Risks include (but are not limited to) natural disasters affecting the Land Assets, changes in market prices for timber or credits, regulatory changes impacting land use or token trading, liquidity risk in secondary markets, and operational risks at the Landowner level. All token holders acknowledge that they have reviewed the risk disclosures provided in the offering documentation and understand that SylvaTrust’s limited role means it does not control outcomes. SylvaTrust’s liability is limited as described in Section 7, and token holders must rely on the asset performance and integrity of Landowners and SPVs for their returns. 

 

7. Liability and Indemnities 

 

7.1 Limitation of SylvaTrust’s Liability

To the fullest extent permitted by law, SylvaTrust (and its directors, officers, and affiliates) shall not be liable for any loss or damage incurred by token holders, Landowners, or any other party arising from the performance of the Land Assets or the value of the Portfolio Tokens. Because SylvaTrust does not manage the assets or guarantee returns, it cannot be held responsible for outcomes of asset management decisions (e.g. lower yields, asset degradation, or operational failures). SylvaTrust’s responsibilities are limited to those of a facilitator: if SylvaTrust fails to perform an expressly stated duty (such as failing to distribute returns it has received, or a breach of confidentiality/data protection, etc.), then it may be liable for direct damages resulting from that failure. However, SylvaTrust is not liable for any indirect or consequential losses (such as lost profits, diminution in token value, or reputational harm) that result from factors outside its control, including Landowner actions or market conditions. Any liability of SylvaTrust under these Terms will also be several (limited to its own actions) and not joint with any other parties like the SPVs or Landowners. 

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7.2 Indemnity by Participants

Insofar as allowed by law, token holders and Landowners agree to indemnify and hold harmless SylvaTrust and its affiliates from any claims, losses, or liabilities (including legal fees) arising out of their breach of these Terms or violation of law. For example, if a token holder were to sue SylvaTrust alleging some form of mismanagement of assets (contrary to these Terms) and it is found that SylvaTrust indeed did not have such responsibility, that token holder would be responsible for SylvaTrust’s costs. Similarly, if a Landowner’s action (such as an environmental violation on a Land Asset) leads to claims against SylvaTrust or an SPV, the Landowner must indemnify SylvaTrust for any resulting loss. This indemnity does not cover instances of SylvaTrust’s fraud, wilful misconduct, or gross negligence – SylvaTrust cannot be indemnified for its wrongdoing. But since SylvaTrust’s role is limited, scenarios of direct fault are limited as well. 

 

7.3 No Warranty for Asset Performance

All Land Assets are invested in on an “as is” basis. Neither the SPVs nor SylvaTrust makes any warranty or representation about the condition, productivity, or future value of any Land Asset. Projections or valuations provided during the token offering are estimates based on information at the time and not promises of future performance. SylvaTrust in particular disclaims any warranty that the portfolio objectives (financial or environmental) will be achieved. Token holders accept that outcomes may differ from forecasts. SylvaTrust does warrant that it will perform its services with reasonable care and skill, in a manner consistent with good industry practice for platform providers – for example, it will securely handle data, maintain robust technology for token transactions, and act in good faith in carrying out its duties. 

 

8. General Provisions 

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8.1 Amendments

These Terms may be amended or updated from time to time to reflect changes in the structure or requirements of the SylvaTrust Portfolio Token programme. SylvaTrust cannot unilaterally impose any amendment that would materially change the nature of a token holder’s rights or increase their obligations, especially with regard to asset management functions. Any material changes will either require consent of a defined majority of token holders (if a governance mechanism exists via the SPV or token holder votes) or will only apply to new token offerings going forward. Minor or administrative changes (for example, updating a contact detail, or refining a definition for legal clarity) may be made by SylvaTrust with notice to participants. All amendments will be communicated in writing (which may include electronic notification via the Platform) and will include an updated version of the Terms. 

 

8.2 Assignment

SylvaTrust may not assign or transfer its facilitator role to another entity without notifying the token holders and ensuring the new entity agrees to abide by these Terms. If SylvaTrust were to ever cease involvement (for example, if SylvaTrust is acquired or exits the business), a suitable replacement entity fulfilling a similar non-managerial platform role would be put in place to continue administering the programme so as not to prejudice token holders. Token holders and Landowners are not generally permitted to transfer their obligations under these Terms to third parties (aside from transferring the tokens themselves, which is covered in Section 5) without consent, since those obligations (such as a Landowner’s management duties or an investor’s indemnification duty) are specific to the original party. 

 

8.3 Communication and Notices

Official communications from SylvaTrust to token holders will be made via the Platform’s user interface or via email to the address on record. Communications may include distribution notices, reports on portfolio performance, or notice of any changes to Terms. Token holders are responsible for keeping their contact information up to date with SylvaTrust. All notices and communications should be in English. Due to SylvaTrust’s commitment to a simplified legal approach, communications will strive to be clear and concise, but the formal legal meaning of these Terms will prevail in case of any ambiguity in informal communications. 

 

8.4 Governing Law and Jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or the Portfolio Tokens shall be governed by and construed in accordance with the laws of England and Wales (or other appropriate jurisdiction as specified in the offering documents). By participating in the SylvaTrust Portfolio Token programme, all parties irrevocably submit to the exclusive jurisdiction of the courts of that jurisdiction for the resolution of any disputes. This choice of law is made to ensure a predictable and well-developed legal framework governs the Terms. Nothing in this section is intended to contradict the fact that SylvaTrust’s activities are not regulated financial services; it merely provides a legal forum for any necessary enforcement of these Terms. 

 

8.5 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or competent authority, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If it cannot be made valid, then it shall be severed from these Terms, and the remaining provisions shall continue in full force and effect. An invalid provision (for example, one that regulators deem too close to a fund management term) does not undermine the overall agreement that SylvaTrust is not acting as an asset manager. 

 

8.6 Entire Agreement:

These Terms (along with any ancillary documents expressly referenced, such as the token Offering Memorandum or SPV shareholder agreements as applicable) constitute the entire agreement between the investors, SylvaTrust, the SPVs, and Landowners regarding the Portfolio Tokens and supersede any prior understandings or agreements on the subject matter. In entering into this arrangement, participants acknowledge that they are not relying on any statements or representations not contained in these written Terms. Any suggestions or discussions about potential performance or management provided outside these Terms (for instance, a brochure suggesting SylvaTrust will “oversee forest growth”) are not binding and are expressly disclaimed to avoid confusion with an asset management role. Only the formal commitments in these Terms are enforceable. 

 

8.7 Execution and Acceptance

By acquiring a SylvaTrust Portfolio Token or participating in the SylvaTrust platform, each participant (whether a token holder, Landowner, or other stakeholder) is deemed to have read and accepted these Terms. These Terms may be provided during an online sign-up or included in an offering package – acceptance may be indicated by checking an acceptance box, signing a subscription agreement, or other electronic acceptance method. The date of each participant’s acceptance is the date of their first token purchase or participation. Participants agree that an electronic acceptance is valid and binding as if it were a signed hardcopy document. SylvaTrust shall maintain a record of acceptances. 

 

8.8 No Partnership or Agency

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture, agency, or employment relationship between SylvaTrust and any other party. SylvaTrust’s role is that of an independent contractor/facilitator. All operational independence is preserved: Landowners are not agents of SylvaTrust, and SylvaTrust is not an agent or representative of token holders in managing assets. This clarification helps ensure that regulatory characterisations remain as intended (i.e., this is not an investment fund managed by SylvaTrust). Each party shall be responsible for its own costs and liabilities as set out, and no party can incur obligations on behalf of another under this agreement. 

 

8.9 Conclusion

These SylvaTrust Portfolio Token Terms have been drafted in a simplified legal style to enhance transparency. Nonetheless, they carry full legal effect. By participating, all parties confirm their understanding that SylvaTrust’s role is limited to structuring and facilitation, that Landowners or their appointees retain control over land management, and that investors bear the investment risk without relying on SylvaTrust to manage assets or generate returns. This clear division of roles is fundamental to the operation of the SylvaTrust Portfolio Token and is accepted by all stakeholders for their mutual benefit and regulatory clarity.