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Terms and Conditions

Bitkern Group AG, CHE-244.677.663,

Dammstrasse 16, 6300 Zug, Switzerland

Version: April 2024

Preamble

  1. Bitkern. Bitkern Group AG, CHE-244.677.663, is a Swiss stock company with its seat in Zug and its business address at Dammstrasse 16, 6300 Zug, Switzerland ("Bitkern"). Bitkern and its group companies sell mining hardware and operates data centers with power supplies in Europe, North & South America, and Asia, which are suitable for the use for mining of Crypto Assets with appropriate mining hardware.
  2. Customer. The customer is purchasing mining hardware and intends to operate its hardware for the mining of Crypto Assets in a data center ("Customer"). The Customer is commercially engaged in the mining of Crypto Assets as part of an entrepreneurial activity.
  3. Terms. The following terms and conditions govern all purchases of Mining Hardware between Bitkern and the Customer, including their delivery to the Delivery Destination ("Terms"). Any conflicting terms and conditions of the Customer are expressly rejected.
§ 1. Definitions
Bitkern means Bitkern Group AG, CHE-244.677.663, a Swiss stock company with its seat in Zug and its business address at Dammstrasse 16, 6300 Zug, Switzerland.
Contract means a contract for the purchase of Mining Hardware concluded between Bitkern and the Customer as defined in § 2 (6).
Crypto Assets means crypto-assets pursuant to Art 3 (5) of Regulation 2023/1114 on markets in crypto-assets (MiCAR).
Customer means a customer willing to purchase Mining Hardware from Bitkern.
Delivery Costs means indicative costs for transport, freight, insurance, customs duties, taxes, levies and other fees or charges included in the Purchase Price.
Delivery
Destination		 means the destination the Mining Hardware is delivered to by Bitkern as defined in § 4 (1).
Mining
Hardware		 means the Mining Hardware purchased by the Customer and delivered to the Delivery Destination as defined in § 2 (1).
Notification
of Defect		 means a written notification of defects of the Mining Hardware by the Customer as defined in § 5 (4).
Offer means an offer for the purchase of the Mining Hardware by Bitkern as defined in § 2 (3).
Offer Period means the offer period defined in § 2 (4).
Purchase Price means the Purchase Price of the Mining Hardware as defined in § 3 (1).

§ 2. General

  1. Scope. Bitkern is willing to sell and the Customer is willing to purchase mining hardware under the conditions specified in the Terms. The mining hardware will be delivered by Bitkern to the Delivery Destination as defined in § 3 (the "Mining Hardware").
  2. Entrepreneur. Bitkern sells Mining Hardware to Customers commercial engaged in the mining business as part of the Customer's entrepreneurial activity. Bitkern shall have the right to demand proof of the Customer's entrepreneurial status by requiring the Customer to send to Bitkern appropriate documentation.
  3. Offers. Bitkern shall submit the Customer an offer for the purchase of the Mining Hardware, which is non-binding insofar as the offer is not explicitly designated as binding (the "Offer").
  4. Validity. Unless otherwise stated, the Offer is valid until 24:00 CET of the day on which the Offer is sent by Bitkern to the Customer (the "Offer Period").
  5. Acceptance. The Customer shall accept the Offer by transferring the Purchase Price within the Offer Period to Bitkern.
  6. Conclusion of Contract. Upon acceptance as set out in § 2 (5) of the Offer a contract for the purchase of the Mining Hardware between Bitkern and the Customer is concluded (the "Contract").
  7. Customer's Offer. In case the Customer accepts the Offer after expiry of the Offer Period, the acceptance of the Customer shall be deemed a new offer by the Customer to Bitkern. Bitkern may accept or reject such offer by written message to the Customer or send a new offer with an adapted Purchase Price.
  8. Information. Information on mining hardware in advertisement material of Bitkern, such as catalogues, brochures, folders, presentations etc. is non-binding and shall only become part of the Contract between Bitkern and the Customer insofar as the Offer explicitly refers to such information.

§ 3. Prices, Payment, Costs

  1. Purchase Price. The purchase price for the mining hardware indicated on Offers are in USD and exclusive of VAT ("Purchase Price").
  2. VAT. The Purchase Price is subject to VAT at the applicable statutory rate.
  3. Currency. The Purchase Price may also be indicated in EUR, CHF or USDT, and other currencies or Crypto Assets at the applicable exchange rate for USD in the Offer. The indicated Purchase Price is only valid within the Offer Period.
  4. Advance Payment. The Customer shall transfer the Purchase Price to Bitkern's bank account or wallet address within the Offer Period. Payment is made only upon receipt of the Purchase Price in the bank account or wallet address of Bitkern. Bitkern is under no obligation to deliver the Mining Hardware and execute the Contract pursuant to § 3 of these Terms until the Customer has paid the Purchase Price as defined in § 3 (1).
  5. Delivery Costs. The Purchase Price includes costs for transport, freight and insurance, customs duties, taxes, levies and other fees or charges ("Delivery Costs"). Delivery Costs are indicative and may be higher than initially estimated by Bitkern. Bitkern determines Delivery Costs based on publicly available information and past sales in order to calculate the Purchase Price. Bitkern shall estimate the Delivery Costs as accurately as possible in advance based on the information available. In international trade, unforeseen inspections by the authorities may always occur, which may result in increased Delivery Costs, which shall be borne by the Customer.
  6. Right to Adjustments of the Purchase Price. Due to delays in delivery, short-term changes in customs regulations of the country of destination or other circumstances beyond Bitkern's control, Delivery Costs may change at any time. Bitkern shall have the right to adjust the Purchase Price pursuant to § 3 (1) to reflect any increase in Delivery Costs imposed. Bitkern shall provide the Customer with a list of the Delivery Costs. Ultimately the Customers shall bear all Delivery Costs.
  7. Payment Method. Payment methods shall be indicated on the Offer. In general, payment may be made in USD, USDT, CHF or EUR by transferring the Purchase Price to the respective bank account or wallet address indicated on the Offer at the applicable exchange rate USD/EUR, USD/CHF and USD/EUR.

§ 4. Delivery, Transfer of Risk

  1. Delivery Destination. The Mining Hardware is delivered either (a) to a data center to be specified by the Customer or (b) to another destination to be specified by the Customer (the "Delivery Destination"). Bitkern shall not be responsible for installing and maintaining the Mining Hardware for the Customer, unless a separate agreement for hosting the Mining Hardware between Bitkern and the Customer has been concluded.
  2. Delivery time. Delivery times are estimates and always represent a prospective time for the provision of the Mining Hardware and handing over to the Customer, unless explicitly otherwise agreed between Bitkern and the Customer. Delivery times and deadlines will be adhered to by Bitkern as far as possible.
  3. Extension of delivery time. Any subsequent change requests or requests for additional services on the part of the Customer shall extend the delivery time appropriately. The same applies in case of unforeseen obstacles beyond Bitkern's sphere of responsibility or that of a presupplier, such as force majeure, strike, lockout, delay in the supply of essential goods, other materials or parts. In particular, the delivery time shall be extended by the duration of actions or measures of authorities, such as inspections of the Mining Hardware by customs authorities. An extended delivery time is not included in the delivery time estimated by Bitkern.
  4. Transfer of Risk. The Mining Hardware shall be delivered to the Delivery Destination, unless specifically indicated otherwise on the Offer. Bitkern shall bear no risks in respect of transportation of the Mining Hardware to the Delivery Destination; in the event of default of acceptance by the Customer, the risk shall pass to Bitkern at the time of readiness for dispatch. This shall also apply if the delivery is divided into partial deliveries or if we have assumed other ancillary services.
  5. Compensation. The Customer shall only have a claim for compensation in cases of late delivery or non-delivery, if Bitkern has acted with intent or gross negligence.
  6. Default in Acceptance. Mining Hardware not accepted by the agreed delivery date shall be stored for a maximum of six weeks at the risk and expense of the Customer. The storage fees shall be borne by the Customer. At the same time, Bitkern shall be entitled either (a) to insist on performance of the Contract or, after setting a reasonable grace period, to withdraw from the Contract. In both cases, Bitkern shall have the right to charge a contractual penalty of 50 % of the invoiced amount (excluding VAT).
  7. Authorization. The Customer shall ensure that third-parties at the Delivery Destination are instructed and authorized to accept the Mining Hardware on behalf of the Customer.

§ 5. Representations and Warranties, Notice of Defects

  1. Warranties. Except as otherwise agreed, the statutory warranty pursuant to §§ 922 of the Austrian Civil Code (ABGB) is waived.
  2. Performance. Bitkern does not guarantee that a specific performance or yield is associated with the mining hardware. Mining of Crypto Assets is not only dependent on the chosen mining hardware, but also on the mining difficulty, which is not under the influence of Bitkern.
  3. Proof. The Customer shall always prove the existence of defects.
  4. Notice of Defects. Defects shall be notified in writing without delay upon receipt of delivery of the Mining Hardware, at the latest within 5 days, latent defects within 3 days of discovery (the "Notification of Defect"). In case the Customer may not check the Mining Hardware itself, since it is delivered to a location to which the Customer might not have access, the Customer shall be responsible for requiring third-parties at the Delivery Destination to carry out the Notification of Defect. Notification of Defect must adequately explain and substantiate any defects of the Mining Hardware.
  5. Objection. If the Customer has not raised objections by sending a Notification of Defect within the time limit set out in § 5 (4) the Mining Hardware delivered shall be deemed as approved and accepted. The Customer shall have no warranty claim against Bitkern, if the Customer fails to submit a Notification of Defect.
  6. Warranty. The Customer shall have no warranty claim against Bitkern, if the Customer engages a third party not authorized by Bitkern to carry out changes or maintenance of the Mining Hardware.
  7. Minor Technical Changes. Minor technical changes as well as minor deviations from the Offer are deemed approved in advance by the Customer.
  8. Usage. Bitkern shall not be liable for damages arising through improper or unsuitable usage, defective or neglectful treatment or storage of the Mining Hardware as set out in § 4 (6).
  9. Return Delivery. In case of return of the Mining Hardware, the Customer shall transfer the Mining Hardware to Bitkern or the manufacturer indicated by Bitkern at his own expense.
  10. Damages. Claims for damages in cases of slight negligence are excluded; this does not apply to personal injury. Claims for compensation shall lapse 12 months after knowledge of the damage and the damaging party, in any case 3 years after provision of the service or delivery.
  11. Liability. Bitkern shall not be liable for damages resulting from delayed delivery of the mining hardware. Bitkern's indicated delivery times are estimates only and are subject to circumstances beyond Bitkern's control. Customers are not entitled to claim financial losses or lost profits from Bitkern due to delayed delivery.

§ 6. Ownership, Retention of Title

  1. Retention of Title. Ownership and title to the Mining Hardware delivered by the Bitkern shall be retained by Bitkern till full payment of the Purchase Price including Delivery Costs has been made.
  2. Transfer of Ownership. Ownership of the Mining Hardware is transferred to the Customer at the time of delivery of the Mining Hardware to the Delivery Destination, provided that the Purchase Price has been paid.
  3. Encumbrances. Any pledge or other encumbrance of the Mining Hardware owned by the Bitkern is not acceptable.
  4. Return. The Bitkern shall be entitled to request immediate return of Mining Hardware delivered if the Customer did not pay the Purchase Price duly and on time.
  5. Costs. Costs incurred for the enforcement of the Bitkern's title by requesting the return of the Mining Hardware shall be borne by the Customer.

§ 7. Miscellaneous

  1. Governing Law. These Terms shall be governed by, and construed and interpreted in accordance with, the laws of Austria, with the exception of the conflict of laws rules of Austrian private international law.
  2. Venue. Each Party agrees that the Commercial Court of Vienna (Handelsgericht Wien) shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with these Terms.
  3. Communication. Declarations or notices of the Customer shall be addressed to Bitkern Group AG, CHE-244.677.663, Dammstrasse 16, 6300 Zug, Switzerland.
  4. Counterclaims. The Customer shall not offset any counterclaims, likewise it shall not be admissible to exercise a retention right without legally binding title or on the basis of claims arising from other transactions.
  5. Severability clause. Should any provision of these Terms be invalid, voidable or unenforceable, the validity of these Terms shall not be affected to the extent that this is in accordance with the intent of the Parties as set forth in the provisions of these Terms relating thereto. Such a provision shall then be replaced by an effective and enforceable provision which has such a legal and above all economic content as the invalid one or comes closest to it.

Bitkern Services GmbH, CHE-381.429.420

Gotthardstrasse 26, 6300 Zug, Switzerland

Version: June 2025

Preamble

  1. Bitkern. Bitkern Services GmbH, CHE-381.429.420, is a Swiss limited liability company with its seat in Zug and its business address at Gotthardstrasse 26, 6300 Zug, Switzerland ("Bitkern"). Bitkern sells and provides hardware ("Mining Hardware") suitable for the mining of crypto-assets pursuant to Art 3 (1) (5) of Regulation 2023/1114 on Markets in Crypto-Assets (MiCAR) ("Crypto Assets").
  2. Customer. The customer is purchasing Mining Hardware from Bitkern and intends to operate the Mining Hardware for a pre-defined period of time for the mining of Crypto Assets in a Data Center (as defined herein) of Bitkern ("Customer(s)"). Customers are either purchasing the Mining Hardware for (a) business purpose(s) and are considered entrepreneurs ("B2B Customers") or (b) not for business purposes and are considered consumers ("B2C Customers").
  3. Services. Bitkern provides hosting services to Customers and, as such, Customers commission Bitkern to install Mining Hardware in Data Centers operated by Bitkern and its partners. For the avoidance of doubt, Bitkern is not providing any crypto-asset service as defined under Article 3 (16) MiCAR to its Customers.
  4. Terms. The following terms and conditions govern all purchases of Mining Hardware between Bitkern and Customers, including their installment in Data Centers of Bitkern and provision of Hosting Services by Bitkern to Customers ("Terms"). Any conflicting terms and conditions of the Customer are expressly rejected.
§ 1. Definitions
Account means the account of the Customer as defined in § 5 (1).
B2B Customers means a Customer who is purchasing the Mining Hardware for business purposes.
B2C Customers means a Customer who is purchasing the Mining Hardware not for business purposes.
Bitkern means Bitkern Services GmbH, CHE-381.429.420, a Swiss limited liability company with its seat in Zug and its business address at Gotthardstrasse 26, 6300 Zug, Switzerland.
Crypto Assets means crypto-assets pursuant to Art 3 (1) (5) of Regulation 2023/1114 on Markets in Crypto-Assets (MiCAR).
Customer(s) means a customer willing to purchase Mining Hardware from Bitkern for the provision of Hosting Services.
Dashboard means the personalized dashboard of the Customer accessible by logging in on the Website with their Account as defined in § 5 (4).
Data Center means data centers of Bitkern or its partners where the Mining Hardware is being installed and operated.
Extension Period means the option of the Customer to extend the Hosting Services for an additional twelve (12) months as described in § 7 (7).
Hash Rate means the computational power which serves as a metric for determining mining efficiency and profitability of the Mining Hardware as defined in § 3 (1).
Hosting Fee means all costs for providing the Hosting Services at the Hosting Rates as well as any other operating costs as defined in § 5 (6).
Hosting Rate(s) means both Hosting the Hosting Rate A and Hosting Rate B as indicated on the Website and as defined in § 4 (2).
Hosting Rate A means the Hosting Rate as defined in § 4 (3).
Hosting Rate B means the Hosting Rate as defined in § 4 (4).
Hosting Services means the provision of hosting services such as installing and maintaining the Mining Hardware in Data Centers by Bitkern as described in § 4 (1).
Withdrawal Information means the separate information document for Customers who are consumers in the sense of Art 2 (1) of Directive 2011/83/EU.
Maintenance Period means the maintenance and warranty period as defined in § 6 (1).
Mining Hardware means the Mining Hardware purchased by the Customer and installed in a Data Center of Bitkern.
Minimum Uptime means the minimum uptime of the installed Mining Hardware as defined in § 6 (4).
Profitability means the ability to cover the daily Hosting Fee through the Returns of the Mining Hardware attributable to the Customer as defined in § 5 (5).
Purchase Price means the Purchase Price of the Mining Hardware as defined in § 3 (5).
Returns means the current returns generated with the Mining Hardware as defined in § 5 (5).
Term means the term for the provision of the Hosting Services as defined in § 7 (1).
Terms means these terms and conditions.
Uptime means the targeted uptime as defined in § 6 (3).
Website means the website www.bitkern.com.

§ 2. General

  1. Scope. Bitkern is selling and the Customer is purchasing Mining Hardware from Bitkern offered via www.bitkern.com ("Website"). Bitkern is not only providing the purchased Mining Hardware to the Customers, but a package of services that includes the sale of Mining Hardware, its installation and operation in the Data Center, and connection of the Mining Hardware to a mining pool (operated by a third party), maintenance of the Mining Hardware, support of the Customer and repair services.
  2. Maintenance. Bitkern shall handle the installation and maintenance of the Mining Hardware during the Term as set out in § 7 (1).
  3. Information. Information on the Mining Hardware in advertisement material of Bitkern, such as catalogues, brochures, folders, presentations etc. is non-binding and shall only become part of the contractual relationship between Bitkern and the Customer, insofar as the Website where the Mining Hardware is being presented and sold explicitly refers to such information.

§ 3. Purchase of Mining Hardware

  1. Mining Hardware. Bitkern is providing a selection of hardware suitable for the mining of Crypto Assets on its Website. The hash rate and power consumption for each device is listed on the Website under the product page of each Mining Hardware.
    "Hash Rate" refers to the computational power of Mining Hardware used to solve cryptographic puzzles in blockchain networks. It is a critical metric that determines the mining profitability of the Mining Hardware.
  2. Conclusion. The product offering on Bitkern’s Website is an invitatio ad offerendum. The Customer submits an offer to purchase the selected Mining Hardware by entering the required information during the purchase process on the Website and confirming via the button "Buy" or another similar phrase expressing the consent of the Customer to purchase the Mining Hardware.
  3. Hosting. The Customer is aware that with each purchase of Mining Hardware, the Customer agrees to the purchased Mining Hardware being hosted in a Data Center of Bitkern (see § 4 below).
  4. Acceptance. Upon receipt of the Customer's offer, Bitkern will confirm acceptance of the offer via email or other suitable means. This confirmation marks the conclusion of the contract between Bitkern and the Customer.
  5. Purchase Price. The purchase price for the Mining Hardware indicated on the Website is exclusive of VAT ("Purchase Price"). The Purchase Price includes shipping costs to a Data Center, customs duties and setup fees.
  6. Advance Payment. The Customer shall pay the Purchase Price to Bitkern as indicated during the purchase process on the Website by using one of the payment methods indicated thereon. Bitkern is under no obligation to provide Hosting Services until the Customer has paid the Purchase Price as defined in § 3 (5) in full.
  7. Payment Method. Payment methods shall be indicated on the Website. In general, payment may be made in EUR, BTC, USDC or USDT by transferring the Purchase Price to the respective bank account or wallet address at the applicable exchange rate BTC/EUR, USDT/EUR, USDC/EUR by using the payment options provided on the Website.
  8. Fees and Charges. If the Customer is a B2B Customer, any fees or charges imposed by payment service providers in connection with the payment, refund, or reimbursement of the Purchase Price shall be borne by the B2B Customer.
  9. Retention of Title. Ownership and title to the Mining Hardware purchased from Bitkern shall be retained by Bitkern till full payment of the Purchase Price has been made.
  10. Services. The purchase of Mining Hardware is linked to the Hosting Services stated under § 4. It is not possible to exclusively purchase Mining Hardware without obtaining Hosting Services required to carry out mining activities.
  11. VAT. Purchasing Mining Hardware and Services as a B2C or B2B customer affects VAT-related issues regarding invoicing.

§ 4. Hosting Services

  1. Hosting Services. The Hosting Services shall include (a) installation and maintenance of the Hardware in a Data Center, (b) connection to mining pools to facilitate the generation of mining returns ("Hosting Services"). Customers shall receive mining rewards in Bitcoin generated by their purchased Mining Hardware during the Term.
  2. Hosting Rates. Hosting Rate A and Hosting Rate B are listed on the Website as a price in USD per kWh of used electricity ("Hosting Rate(s)"). The applicable Hosting Rate, either Hosting Rate A or Hosting Rate B, multiplied by the kWh consumed equals the Hosting Fee. Bitkern offers at least two different Hosting Rate depending on the applicable uptime of the Mining Hardware. Initially, the Hosting Rates are guaranteed for 36 months. After 36 months, Bitkern may adjust the Hosting Rates based on the costs at that time.
  3. Hosting Rate A. Hosting Rate A is the standard Hosting Rate indicated on the Website, which applies at an uptime of 99 % of the Mining Hardware.
  4. Hosting Rate B. Hosting Rate B is the alternative Hosting Rate indicated on the Website, which applies at an uptime of 65 % of the Mining Hardware.
  5. Adjustment of Hosting Rate. The applicable Hosting Rate may be subject to change. If operation of the Mining Hardware under Hosting Rate A is no longer profitable, Bitkern is required to mitigate damages for the Customer (Schadenminderungspflicht) and shall have the right to reduce the uptime of the Mining Hardware and switch from Hosting Rate A to Hosting Rate.
    "Profitable" or "Profitability" shall refer to the ability to cover the daily Hosting Fee through the Returns of the Mining Hardware attributable to the Customer.
  6. Installation. Customers agree that the purchased Mining Hardware will be promptly installed and operated exclusively in a Data Center operated by Bitkern or one of its partners ("Data Center(s)").
  7. Access. Customers are permitted to access their Mining Hardware upon request, provided such access is coordinated with Bitkern and complies with the operational and security protocols of the Data Center. Access does not imply the right of use of a specific property or physical area; hence no real estate related services are being offered.
  8. Hash Rate. The Hash Rate shown on the Website is based on information provided by the producer of the Mining Hardware. The Customer acknowledges that the Hash Rate shown is an average that can fluctuate from device to device.
  9. Ownership. Hosting Services shall be provided by Bitkern under the condition that the Customer has purchased Mining Hardware from Bitkern. The Customer shall not sell or otherwise dispose of the Mining Hardware during the Term without notifying Bitkern. Bitkern does not provide Hosting Services with respect to Mining Hardware that was bought from third parties. For the avoidance of doubt, Customers are solely responsible for complying with all applicable tax and commercial law obligations related to their purchase, including but not limited to accounting, tax reporting, and deductions, based on their individual legal status.
  10. Repair and Maintenance. Any necessary repairs or maintenance are either covered by the product warranty or included in the Hosting Services. Therefore, no additional costs shall arise for the Customer, namely costs associated with repairing and maintaining the Mining Hardware. The Customer acknowledges that the performance of the Mining Hardware may degrade naturally over time due to wear and tear and technological obsolescence. Bitkern does not guarantee, and shall not be liable for maintenance, repair, replacement, or upgrades of the Mining Hardware as a result of such natural degradation or obsolescence.
  11. Performance. Services as described in these Terms, are being provided by employees of Bitkern or its partners. Automated services (e.g., AI performances) are not included as part of customer support or repair services.

§ 5. Dashboard

  1. Account. Customers shall register and create an account on the Website ("Account"). An Account is needed to purchase Mining Hardware and use the Hosting Services.
  2. Eligibility. To create an Account, purchase Mining Hardware and use the Hosting Services of Bitkern, Customers must meet the following eligibility criteria:
    (a) the Customer is at least 18 years of age;
    (b) the Customer possesses the legal capacity to enter into binding contracts under applicable law;
    (c) the Customer completes the registration process on the Website, providing accurate and complete information;
    (d) the Customer agrees to these Terms during the registration process;
    (e) as Bitkern does not provide crypto-asset services as defined under Article 3 (16) MiCAR, mined Crypto Assets are collected on an address that only the Customer has control of;
    (f) the Customer purchases Mining Hardware in its own name and for its own account.
  3. Representations. B2B Customers shall confirm the following:
    (a) the Customer has all necessary rights and permits for the provision of its services and mining of Crypto Assets;
    (b) the Customer is commercially engaged in mining of Crypto Assets as part of an entrepreneurial activity.
  4. Dashboard. Until further notice, Bitkern offers Customers access to a personalized dashboard by logging in on the Website using their Account. The Dashboard is designed to manage the Hosting Services; Customers can monitor the mining performance, including Hash Rate, Uptime, and accumulated rewards ("Dashboard").
  5. Returns. Until further notice Customers may view on the Dashboard their current Returns which are generated with their Mining Hardware; Returns are shown per device ("Returns"). If the Customer has purchased multiple devices, Returns are indicated for each device and as an aggregate sum for all devices of the Customer.
  6. Hosting Fee. The Customer shall pay costs for providing the Hosting Services at the Hosting Rate A or Hosting Rate B as well as any other operating costs ("Hosting Fee") in Bitcoin, or other means of payment accepted by Bitkern. Therefore, the Hosting Fee is subject to the applicable Hosting Rates.
  7. Unprofitability. If the Mining Hardware under Hosting Rate B is not profitable, the Customer shall compensate Bitkern for any resulting negative operating costs of the Mining Hardware attributable to the Customer.
  8. Invoicing. Hosting Fees and additional operating costs as set out above in § 5 (7) shall be invoiced daily and indicated in the Dashboard of the Customer. Invoices shall be denominated in USD and are payable immediately.
  9. Suspension. If the Customer is in default with payment of Hosting Fees and additional operating costs as set out in § 5 (8) for more than thirty (30) days, Bitkern shall have the right to suspend operation of the Mining Hardware until full payment to Bitkern has been made.

§ 6. Maintenance, Warranty and Support

  1. Continuous Maintenance and Warranty. Bitkern is responsible for the installation, setup, and ongoing maintenance of the Mining Hardware, ensuring that it operates efficiently throughout the initial 36 months of the Term ("Maintenance Period"). Maintenance includes hardware repairs, software updates, and system monitoring. During the Maintenance Period Bitkern shall warrant that the Mining Hardware is free of defects and shall, at its own expense, repair or replace defective components to ensure the efficient operation of the Mining Hardware. This maintenance and warranty obligation shall not include any defects or issues arising from events of force majeure as described in § 8 (6).
  2. Service Availability. Bitkern aims to ensure high availability of the Mining Hardware. However, the service may be disrupted due to scheduled maintenance, unforeseen technical issues, or external factors such as power outages or internet connectivity issues. Bitkern will take reasonable steps to minimize downtime.
  3. Uptime. Bitkern shall use commercially reasonable efforts to ensure that sufficient power and network infrastructure are available for the operation of the Mining Hardware (a) at 100% of the time per calendar year in case of Hosting Rate A and (b) at 65% in case of Hosting Rate B, excluding downtime for equipment maintenance or failure, curtailment and force majeure ("Uptime").
  4. Minimum Uptime. Bitkern has the right to reduce availability of the Mining Hardware ("Minimum Uptime"). At Minimum Uptime, Bitkern guarantees at least 99% of availability at Hosting Rate A and 50% at Hosting Rate B. Customers shall be immediately informed of the change to Minimum Uptime including date and time of the change and any impacts on the Returns the switch to Minimum Uptime might entail.
  5. Reporting Issues. In the event of any technical issues, the Customer must notify Bitkern immediately through the designated support channel. Bitkern will ensure that any reported issues are resolved as quickly as possible.

§ 7. Term, Right of First Refusal

  1. Term. The Hosting Service shall begin once the Mining Hardware has been installed at the Data Center and shall continue for a period of thirty-six (36) months ("Term").
  2. No early termination. The Customer shall not have the right to prematurely terminate the Hosting Services.
  3. Termination for good cause. If (a) mining Crypto Assets using the Customer's Mining Hardware does not generate Profits (i.e., Rewards after deduction of the Hosting Fee) for a continuous period exceeding three (3) months or (b) an operator of a data center terminates the agreement with Bitkern or is no longer able to provide the agreed services to Bitkern, Bitkern and the Customer shall have the right to terminate the Hosting Service for good cause and with immediate effect.
  4. Right of First Refusal. At the end of the Term, or in the event of termination for good cause as set out in § 7 (3), Bitkern shall have a right of first refusal at the then market-value of the Mining Hardware.
  5. Shipping. At the end of the Term, or in the event of termination for good cause as set out in § 7 (3), and upon the Customer's explicit request, the Mining Hardware shall be shipped to the Customer's domicile. Shipping shall be performed at market-standard costs including a handling fee of USD 200, which shall be borne by the Customer. Additional costs for importing the hardware (import sales tax, customs duties, and other handling fees, etc.) to the Customer's desired address shall also be borne by the Customer.
  6. Disposal. After the Term, the Customer shall remove the Mining Hardware at his or her own expense. If the Customer fails to remove the Mining Hardware for three months after the Term, Bitkern shall have the right to dispose of the Mining Hardware at its sole discretion. In such a case, Bitkern shall not be liable for any claims or damages arising from the disposal of the Customer's Mining Hardware.
  7. Extension Option. Upon expiry of the initial Term, the Customer shall have the option to extend Hosting Services for an additional period of twelve (12) months ("Extension Term"). Bitkern shall provide written notification of the revised Terms, and applicable costs to the Customer at least thirty (30) days prior to the expiry of the initial Term. The Customer’s decision to extend must explicitly acknowledge acceptance of the updated Terms, and Hosting Rates provided by Bitkern. Failure of the Customer to provide timely written notice of acceptance shall result in the automatic expiration of the Hosting Services upon conclusion of the initial Term without further action required by either party.

§ 8. Risk Disclosure

  1. Risks. The Customer acknowledges the following risks.
  2. Custody. Bitkern does not provide any crypto-asset services under MiCAR, in particular not relating to custody and administration of crypto-assets on behalf of clients pursuant to Art 3 (17) MiCAR. Clients are solely responsible for the independent custody and safekeeping of their Crypto Assets.
  3. Volatility. Markets for Crypto Assets are highly volatile, and the value of Crypto Assets can fluctuate significantly. By selling the Mining Hardware and providing the Hosting Service, Bitkern is solely responsible for providing the goods and services, in particular the Mining Hardware and the Hosting Services. Bitkern does not guarantee any form of profit for the Customer in connection with the ownership and operation of the Mining Hardware and is not liable for losses resulting from market volatility.
  4. Regulatory Changes. Changes in laws and regulations related to mining of Crypto Assets may affect the operation of the Mining Hardware.
  5. Blockchain Network Risks. Mining operations rely on the blockchain network, which may experience issues such as congestion, forks, or technical failures. These issues can disrupt mining activities or lead to delays in receiving Returns.
  6. Force Majeure. Bitkern is not liable for any disruptions caused by events beyond its control, such as natural disasters, government actions, or major technological failures. In the event of a force majeure, Bitkern will attempt to restore services as soon as possible but offers no guarantee of uninterrupted service.
  7. Operational Risks. The mining process involves inherent risks, including potential fluctuations in values of Crypto Assets, changes in blockchain algorithms, and increases in mining difficulty, which may impact the effectiveness of mining. The Customer fully acknowledges that he bears the full risk to whether and to what extent the mining activities result in a profit or loss.
  8. Mining Difficulty. The Customer acknowledges that mining difficulty may increase over time, which can reduce the amount of Crypto Assets mined by the Mining Hardware. This is outside of Bitkern's control and part of the standard mining process.
  9. Technology Risks. Blockchain technology and mining algorithms may change unexpectedly, which could affect the performance of the Mining Hardware. Bitkern shall attempt to adapt to such changes but offers no guarantee of uninterrupted service, if significant technological changes occur.
  10. Network Fees. Certain blockchain networks may charge transaction fees for mining or transferring Crypto Assets. These fees are outside Bitkern's control and may reduce the profitability of the mining operations.

§ 9. Miscellaneous

  1. Governing Law. These Terms shall be governed by, and construed and interpreted in accordance with, the laws of Austrian, with the exception of the conflict of laws rules of Austrian private international law.
  2. Venue. Each Party agrees that the Commercial Court of Vienna (Handelsgericht Wien) shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with these Terms.
  3. Communication. Declarations or notices of the Customer shall be addressed to Bitkern Services GmbH, Gotthardstrasse 26, 6300 Zug, Switzerland.
  4. Counterclaims. The Customer shall not offset any counterclaims, likewise it shall not be admissible to exercise a retention right without legally binding title or on the basis of claims arising from other transactions.
  5. Severability clause. Should any provision of these Terms be invalid, voidable or unenforceable, the validity of these Terms shall not be affected to the extent that this is in accordance with the intent of the Parties as set forth in the provisions of these Terms relating thereto. In case of B2B Customers, such a provision shall then be replaced by an effective and enforceable provision which has such a legal and above all economic content as the invalid one or comes closest to it.

Bitkern HPC GmbH, CHE-133.871.597,

Gotthardstrasse 26, 6300 Zug, Switzerland

Version: April 2024

Preamble

  1. Bitkern. Bitkern HPC GmbH, CHE-133.871.597, is a Swiss limited liability company with its seat in Zug and its business address at Gotthardstrasse 26, 6300 Zug, Switzerland ("Bitkern"). Bitkern operates data centers with power supplies in Europe, North & South America, and Asia. Bitkern also sells computational power for the purpose of calculating cryptographic hashes in connection with mining operations ("Hash Rate").
  2. Customer. The customer ("Customer") is interested in purchasing Hash Rate over a specified period of time ("Hash Period"). The Customer is commercially engaged in the mining of Crypto Assets as part of an entrepreneurial activity.
  3. Terms. The following terms and conditions govern all purchases of Hash Rate between Bitkern and the Customer ("Terms"). Any conflicting terms and conditions of the Customer are expressly rejected.
§ 1. Definitions
Bitkern means Bitkern HPC GmbH, CHE-133.871.597, a Swiss limited liability company with its seat in Zug and its business address at Gotthardstrasse 26, 6300 Zug, Switzerland.
Contract means a contract for the purchase of Hash Rate concluded between Bitkern and the Customer as defined in § 2 (6).
Crypto Assets means crypto-assets pursuant to Art 3 (5) of Regulation 2023/1114 on markets in crypto-assets (MiCAR).
Customer means a customer willing to purchase Hash Rate from Bitkern.
Hash
Period		 means the period of time over which the Hash Rate is to be provided.
Hash Rate means computational power for the purpose of calculating cryptographic hashes in connection with mining operations.
Notification
of Defect		 means a written notification of defects of the Hash Rate by the Customer as defined in § 5 (3).
Offer means an offer for the purchase of the Hash Rate by Bitkern as defined in § 2 (3).
Offer Period means the offer period defined in § 2 (4).
Purchase Price means the Purchase Price of the Hash Rate as defined in § 3 (1).

§ 2. Purchase of Hash Rate

  1. Scope. Bitkern is willing to sell and the Customer is willing to purchase Hash Rate for the Hash Period under the conditions specified in these Terms.
  2. Entrepreneur. Bitkern sells Hash Rate to Customers commercially engaged in the mining business as part of the Customer's entrepreneurial activity. Bitkern shall have the right to demand proof of the Customer's entrepreneurial status by requiring the Customer to send to Bitkern appropriate documentation.
  3. Offers. Bitkern shall submit to the Customer an offer for the purchase of the Hash Rate, which is non-binding insofar as the offer is not explicitly designated as binding (the "Offer").
  4. Validity. Unless otherwise stated, the Offer is valid until 24:00 CET of the day on which the Offer is sent by Bitkern to the Customer (the "Offer Period").
  5. Acceptance. The Customer shall accept the Offer by transferring the Purchase Price (as defined below) within the Offer Period to Bitkern.
  6. Conclusion of Contract. Upon acceptance as set out in § 2 (5) of the Offer, a contract for the purchase of Hash Rate between Bitkern and the Customer is concluded (the "Contract").
  7. Customer's Offer. In case the Customer accepts the Offer after expiry of the Offer Period, the acceptance of the Customer shall be deemed a new offer by the Customer to Bitkern. Bitkern may accept or reject such offer by written message to the Customer or send a new offer with an adapted Purchase Price.
  8. Information. Information on Hash Rate in advertisement material of Bitkern, such as catalogues, brochures, folders, presentations etc. is non-binding and shall only become part of the Contract between Bitkern and the Customer insofar as the Offer explicitly refers to such information.

§ 3. Prices, Payment, Costs

  1. Purchase Price. The purchase price for the Hash Rate indicated on Offers are in USD and exclusive of VAT ("Purchase Price").
  2. VAT. The Purchase Price is subject to VAT at the applicable statutory rate.
  3. Currency. The Purchase Price may also be indicated in EUR, CHF or USDT, and other currencies or Crypto Assets at the applicable exchange rate for USD in the Offer. The indicated Purchase Price is only valid within the Offer Period.
  4. Advance Payment. The Customer shall transfer the Purchase Price to Bitkern's bank account or wallet address within the Offer Period. Payment is made only upon receipt of the Purchase Price in the bank account or wallet address of Bitkern. Bitkern is under no obligation to deliver the Hash Rate and execute the Contract pursuant to § 2 of these Terms until the Customer has paid the Purchase Price as defined in § 3 (1).
  5. Payment Method. Payment methods shall be indicated on the Offer. In general, payment may be made in USD, USDT, CHF or EUR by transferring the Purchase Price to the respective bank account or wallet address indicated on the Offer at the applicable exchange rate USD/EUR, USD/CHF and USD/EUR.
  6. Service Costs. If the Customer has entered into a hosting agreement with Bitkern, usual service costs will be charged during the Hash Period at the standard hosting conditions pursuant to the terms and conditions of the hosting agreement.

§ 4. Delivery, Rewards

  1. Delivery. Delivery of the Hash Rate shall take place in the following manner:
  2. The Customer shall create an account with a mining pool of their choice;
  3. The Customer shall configure a worker (mining pool identifier) with the chosen mining pool;
  4. The Customer shall provide to Bitkern:
  5. the application program interface (API) information (watcher link) of the mining pool;
  6. the name of the worker configured by the Customer; and
  7. any other information requested by Bitkern for the purpose of delivering the Hash Rate.
  8. After the completion of subparagraphs (a) to (c), Bitkern shall without undue delay deliver the Hash Rate to the Mining Pool using the API address and worker name provided by the Customer during the Hash Period.
  9. Compensation. The Customer shall have a claim for compensation in cases of late delivery or non-delivery only if Bitkern has acted with intent or gross negligence.
  10. Rewards. The parties acknowledge that any rewards generated through the use of the Hash Rate are subject to the agreement made between the Customer and the mining pool of their choice. This means that also rewards which are generated by the Customer using the mining pool are subject to the agreement made between these parties. For the avoidance of doubt, the parties also acknowledge that Bitkern will at no time have access to or control over any rewards.

§ 5. Representations and Warranties, Notice of Defects

  1. Warranties. Except as otherwise agreed, the statutory warranty pursuant to §§ 922 of the Austrian Civil Code (ABGB) is waived.
  2. Performance. The Hash Rate provided may deviate from the total hash rate in TH/s by a maximum of 10 %. Bitkern does not guarantee that a specific performance or yield is associated with the Hash Rate. Mining of Crypto Assets is not only dependent on the chosen mining pool, but also on the mining difficulty and other factors which are not under the influence of Bitkern.
  3. Notice of Defects. Defects shall be notified in writing without delay upon receipt of delivery of the Hash Rate, at the latest within 5 days, latent defects within 3 days of discovery (the "Notification of Defect"). Notification of Defect must adequately explain and substantiate any defects of the Hash Rate.
  4. Objection. If the Customer has not raised objections by sending a Notification of Defect within the time limit set out in § 5 (4) the Hash Rate delivered shall be deemed as approved and accepted. The Customer shall have no warranty claim against Bitkern if the Customer fails to submit a Notification of Defect.
  5. Minor Technical Changes. Minor technical changes as well as minor deviations from the Offer are deemed approved in advance by the Customer.
  6. Usage. Bitkern shall not be liable for damages arising through improper or unsuitable usage of the Hash Rate.
  7. Damages. Claims for damages in cases of slight negligence are excluded; this does not apply to personal injury. Claims for compensation shall lapse 12 months after knowledge of the damage and the damaging party, in any case 3 years after provision of the service or delivery.
  8. Liability. Bitkern shall not be liable for damages resulting from delayed delivery of the Hash Rate. Customers are not entitled to claim financial losses or lost profits from Bitkern due to delayed delivery.

§ 7. Miscellaneous

  1. Governing Law. These Terms shall be governed by, and construed and interpreted in accordance with, the laws of Austria, with the exception of the conflict of laws rules of Austrian private international law.
  2. Venue. Each Party agrees that the Commercial Court of Vienna (Handelsgericht Wien) shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with these Terms.
  3. Communication. Declarations or notices of the Customer shall be addressed to Bitkern HPC GmbH, CHE-133.871.597, Gotthardstrasse 26, 6300 Zug, Switzerland.
  4. Counterclaims. The Customer shall not offset any counterclaims, likewise it shall not be admissible to exercise a retention right without legally binding title or on the basis of claims arising from other transactions.
  5. Severability clause. Should any provision of these Terms be invalid, voidable or unenforceable, the validity of these Terms shall not be affected to the extent that this is in accordance with the intent of the Parties as set forth in the provisions of these Terms relating thereto. Such a provision shall then be replaced by an effective and enforceable provision which has such a legal and above all economic content as the invalid one or comes closest to it.

Bitkern Technologies GmbH, FN 474987 k

Scharfling 47b, 5310 Sankt Lorenz, Austria

Version: April 2024

Preamble

  1. Bitkern. Bitkern Technologies GmbH, FN 474987 k, is a Austrian limited liability company with its seat in Sankt Lorenz and its business address at Scharfling 47b, 5310 Sankt Lorenz, Austria ("Bitkern"). Bitkern operates data centers with power supplies in Europe, North & South America, and Asia. Bitkern also sells computational power for the purpose of calculating cryptographic hashes in connection with mining operations ("Hash Rate").
  2. Customer. The customer ("Customer") is interested in purchasing Hash Rate over a specified period of time ("Hash Period"). The Customer is commercially engaged in the mining of Crypto Assets as part of an entrepreneurial activity.
  3. Terms. The following terms and conditions govern all purchases of Hash Rate between Bitkern and the Customer ("Terms"). Any conflicting terms and conditions of the Customer are expressly rejected.
§ 1. Definitions
Bitkern means Bitkern Technologies GmbH, FN 474987 k, a Austrian limited liability company with its seat in Sankt Lorenz and its business address at Scharfling 47b, 5310 Sankt Lorenz, Austria.
Contract means a contract for the purchase of Hash Rate concluded between Bitkern and the Customer as defined in § 2 (6).
Crypto Assets means crypto-assets pursuant to Art 3 (5) of Regulation 2023/1114 on markets in crypto-assets (MiCAR).
Customer means a customer willing to purchase Hash Rate from Bitkern.
Hash
Period		 means the period of time over which the Hash Rate is to be provided.
Hash Rate means computational power for the purpose of calculating cryptographic hashes in connection with mining operations.
Notification
of Defect		 means a written notification of defects of the Hash Rate by the Customer as defined in § 5 (3).
Offer means an offer for the purchase of the Hash Rate by Bitkern as defined in § 2 (3).
Offer Period means the offer period defined in § 2 (4).
Purchase Price means the Purchase Price of the Hash Rate as defined in § 3 (1).

§ 2. Purchase of Hash Rate

  1. Scope. Bitkern is willing to sell and the Customer is willing to purchase Hash Rate for the Hash Period under the conditions specified in these Terms.
  2. Entrepreneur. Bitkern sells Hash Rate to Customers commercially engaged in the mining business as part of the Customer's entrepreneurial activity. Bitkern shall have the right to demand proof of the Customer's entrepreneurial status by requiring the Customer to send to Bitkern appropriate documentation.
  3. Offers. Bitkern shall submit to the Customer an offer for the purchase of the Hash Rate, which is non-binding insofar as the offer is not explicitly designated as binding (the "Offer").
  4. Validity. Unless otherwise stated, the Offer is valid until 24:00 CET of the day on which the Offer is sent by Bitkern to the Customer (the "Offer Period").
  5. Acceptance. The Customer shall accept the Offer by transferring the Purchase Price (as defined below) within the Offer Period to Bitkern.
  6. Conclusion of Contract. Upon acceptance as set out in § 2 (5) of the Offer, a contract for the purchase of Hash Rate between Bitkern and the Customer is concluded (the "Contract").
  7. Customer's Offer. In case the Customer accepts the Offer after expiry of the Offer Period, the acceptance of the Customer shall be deemed a new offer by the Customer to Bitkern. Bitkern may accept or reject such offer by written message to the Customer or send a new offer with an adapted Purchase Price.
  8. Information. Information on Hash Rate in advertisement material of Bitkern, such as catalogues, brochures, folders, presentations etc. is non-binding and shall only become part of the Contract between Bitkern and the Customer insofar as the Offer explicitly refers to such information.

§ 3. Prices, Payment, Costs

  1. Purchase Price. The purchase price for the Hash Rate indicated on Offers are in USD and exclusive of VAT ("Purchase Price").
  2. VAT. The Purchase Price is subject to VAT at the applicable statutory rate.
  3. Currency. The Purchase Price may also be indicated in EUR, CHF or USDT, and other currencies or Crypto Assets at the applicable exchange rate for USD in the Offer. The indicated Purchase Price is only valid within the Offer Period.
  4. Advance Payment. The Customer shall transfer the Purchase Price to Bitkern's bank account or wallet address within the Offer Period. Payment is made only upon receipt of the Purchase Price in the bank account or wallet address of Bitkern. Bitkern is under no obligation to deliver the Hash Rate and execute the Contract pursuant to § 2 of these Terms until the Customer has paid the Purchase Price as defined in § 3 (1).
  5. Payment Method. Payment methods shall be indicated on the Offer. In general, payment may be made in USD, USDT, CHF or EUR by transferring the Purchase Price to the respective bank account or wallet address indicated on the Offer at the applicable exchange rate USD/EUR, USD/CHF and USD/EUR.
  6. Service Costs. If the Customer has entered into a hosting agreement with Bitkern, usual service costs will be charged during the Hash Period at the standard hosting conditions pursuant to the terms and conditions of the hosting agreement.

§ 4. Delivery, Rewards

  1. Delivery. Delivery of the Hash Rate shall take place in the following manner:
  2. The Customer shall create an account with a mining pool of their choice;
  3. The Customer shall configure a worker (mining pool identifier) with the chosen mining pool;
  4. The Customer shall provide to Bitkern:
  5. the application program interface (API) information (watcher link) of the mining pool;
  6. the name of the worker configured by the Customer; and
  7. any other information requested by Bitkern for the purpose of delivering the Hash Rate.
  8. After the completion of subparagraphs (a) to (c), Bitkern shall without undue delay deliver the Hash Rate to the Mining Pool using the API address and worker name provided by the Customer during the Hash Period.
  9. Compensation. The Customer shall have a claim for compensation in cases of late delivery or non-delivery only if Bitkern has acted with intent or gross negligence.
  10. Rewards. The parties acknowledge that any rewards generated through the use of the Hash Rate are subject to the agreement made between the Customer and the mining pool of their choice. This means that also rewards which are generated by the Customer using the mining pool are subject to the agreement made between these parties. For the avoidance of doubt, the parties also acknowledge that Bitkern will at no time have access to or control over any rewards.

§ 5. Representations and Warranties, Notice of Defects

  1. Warranties. Except as otherwise agreed, the statutory warranty pursuant to §§ 922 of the Austrian Civil Code (ABGB) is waived.
  2. Performance. The Hash Rate provided may deviate from the total hash rate in TH/s by a maximum of 10 %. Bitkern does not guarantee that a specific performance or yield is associated with the Hash Rate. Mining of Crypto Assets is not only dependent on the chosen mining pool, but also on the mining difficulty and other factors which are not under the influence of Bitkern.
  3. Notice of Defects. Defects shall be notified in writing without delay upon receipt of delivery of the Hash Rate, at the latest within 5 days, latent defects within 3 days of discovery (the "Notification of Defect"). Notification of Defect must adequately explain and substantiate any defects of the Hash Rate.
  4. Objection. If the Customer has not raised objections by sending a Notification of Defect within the time limit set out in § 5 (4) the Hash Rate delivered shall be deemed as approved and accepted. The Customer shall have no warranty claim against Bitkern if the Customer fails to submit a Notification of Defect.
  5. Minor Technical Changes. Minor technical changes as well as minor deviations from the Offer are deemed approved in advance by the Customer.
  6. Usage. Bitkern shall not be liable for damages arising through improper or unsuitable usage of the Hash Rate.
  7. Damages. Claims for damages in cases of slight negligence are excluded; this does not apply to personal injury. Claims for compensation shall lapse 12 months after knowledge of the damage and the damaging party, in any case 3 years after provision of the service or delivery.
  8. Liability. Bitkern shall not be liable for damages resulting from delayed delivery of the Hash Rate. Customers are not entitled to claim financial losses or lost profits from Bitkern due to delayed delivery.

§ 7. Miscellaneous

  1. Governing Law. These Terms shall be governed by, and construed and interpreted in accordance with, the laws of Austria, with the exception of the conflict of laws rules of Austrian private international law.
  2. Venue. Each Party agrees that the Commercial Court of Vienna (Handelsgericht Wien) shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with these Terms.
  3. Communication. Declarations or notices of the Customer shall be addressed to Bitkern HPC GmbH, CHE-133.871.597, Gotthardstrasse 26, 6300 Zug, Switzerland.
  4. Counterclaims. The Customer shall not offset any counterclaims, likewise it shall not be admissible to exercise a retention right without legally binding title or on the basis of claims arising from other transactions.
  5. Severability clause. Should any provision of these Terms be invalid, voidable or unenforceable, the validity of these Terms shall not be affected to the extent that this is in accordance with the intent of the Parties as set forth in the provisions of these Terms relating thereto. Such a provision shall then be replaced by an effective and enforceable provision which has such a legal and above all economic content as the invalid one or comes closest to it.
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All rights reserved.