General Terms and Conditions (GTC) - Dürr Solutions "Hosting" for business customers (B2B)
Part I: General Provisions
§ 1 Scope of Application
(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts concluded between Dürr Solutions GmbH, registered in the commercial register of the Local Court of Hamm under registration number HRB 11144, with business address at Von-Thünen-Str. 10, 59069 Hamm (hereinafter "Dürr Solutions"), represented by the managing director, and its customers (hereinafter "Customer").
(2) For reasons of better readability, the simultaneous use of the masculine, feminine and diverse (m/f/d) language forms is omitted. All personal designations apply equally to all genders.
(3) The version of the GTC valid at the time of the conclusion of the contract, as available on the Dürr Solutions website, is authoritative.
(4) These GTC also apply to future business relationships, even if they are not expressly agreed again.
(5) Individual agreements and details in the order confirmation take precedence over the GTC.
(6) Deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that Dürr Solutions has expressly agreed to their validity.
(7) Contracts with the Customer are concluded exclusively in the German language. If translations are available in different languages, the German version shall be legally binding.
§ 2 Entrepreneur Status of the Customer
(1) The offer of Dürr Solutions is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity who, when concluding the contract, act in the exercise of their commercial or self-employed professional activity, as well as legal entities under public law and special funds under public law.
(2) The Customer is obliged to verify on his own responsibility, prior to the conclusion of the contract, whether he is an entrepreneur within the meaning of Section 14 BGB. By submitting his inquiry or offer to Dürr Solutions, the Customer declares and warrants that he is an entrepreneur within the meaning of Section 14 BGB and that he concludes the contract exclusively in the exercise of his commercial or self-employed activity, with the intention of generating profit and on a long-term basis.
(3) The Customer is solely responsible for providing Dürr Solutions, on his own initiative, with all evidence necessary or appropriate to document his entrepreneur status (e.g. VAT identification number, entry in the commercial or association register, official permits) completely, correctly and truthfully. Dürr Solutions is under no obligation to request such evidence or to verify its accuracy; any verification is carried out exclusively in Dürr Solutions' own interest and does not establish any duty of protection towards the Customer.
(4) If it transpires that the Customer, contrary to his declaration pursuant to paragraph 2, is not an entrepreneur within the meaning of Section 14 BGB, or that information and evidence provided by him regarding his entrepreneur status was incorrect, incomplete or misleading, the Customer shall be liable to Dürr Solutions for all damages, expenses and disadvantages resulting therefrom, including additional tax burdens, official measures, costs of legal enforcement and costs of adjusting or unwinding the contractual relationship.
(5) The parties are aware that mandatory consumer protection provisions vis-à-vis persons not acting as entrepreneurs remain unaffected by this clause. However, the Customer remains obliged to compensate Dürr Solutions for all damages arising from an incorrect or incomplete declaration of his entrepreneur status, to the extent that intent or negligence is attributable to him.
§ 3 Conclusion of Contract
(1) The presentation or advertising of goods or services on the Dürr Solutions website does not constitute a binding offer to conclude a contract.
(2) Unless expressly agreed otherwise between the contracting parties, a contract is regularly concluded as follows:
a. By placing an inquiry on the Dürr Solutions website, the Customer makes a non-binding offer to purchase the goods in question or to make use of an offered service. Dürr Solutions confirms receipt of an inquiry without delay by e-mail. Such an e-mail does not yet constitute a binding acceptance of the inquiry, unless acceptance is expressly declared therein in addition to the confirmation of receipt.
b. After receipt of the Customer's inquiry, Dürr Solutions submits a non-binding offer to the Customer. This non-binding offer does not constitute a binding declaration of intent aimed at the conclusion of a contract. After the Customer has agreed to the conditions of the non-binding offer, Dürr Solutions prepares an offer on this basis. The offer must be confirmed by the Customer.
c. A contract is only concluded when the order is confirmed by a declaration of acceptance by Dürr Solutions by separate e-mail (order confirmation) or by delivery of the ordered items. In the case of hosting contracts, the receipt of the miner at the hosting site or the start of the deployment is equivalent to delivery. The contract text, consisting of the order, the GTC and the order confirmation of Dürr Solutions, will be provided to the Customer on a durable medium together with the order confirmation or in a separate e-mail, but at the latest upon delivery of the goods.
(3) Inquiries for deliveries abroad are only accepted above a certain minimum order value. The exact minimum order value can be found in the price information on the website or in the offer text of Dürr Solutions.
(4) If the delivery of the goods ordered by the Customer or the provision of the service is not possible, for example because the goods in question are not in stock or the minimum order for the provision of hosting services is not reached, Dürr Solutions will refrain from submitting a binding offer. In this case, no contract is concluded. The Customer will be informed thereof. Any payments already received from the Customer will be refunded by Dürr Solutions.
(5) Customers may also conclude contracts with Dürr Solutions outside the website by offer and acceptance. These GTC also apply to such contracts. Contracts with the Customer are concluded exclusively in the German language. If translations are available in different languages, the German version shall be legally binding.
(6) There is no statutory right of withdrawal, as Dürr Solutions concludes contracts only with entrepreneurs within the meaning of Section 14 (1) BGB.
§ 4 Prices and Shipping Costs
(1) All prices quoted are net prices exclusive of statutory value added tax.
(2) All prices are quoted exclusive of shipping costs. The shipping costs are stated separately to the Customer in the offer or in the order confirmation; where Dürr Solutions organises the shipment, they consist of the freight forwarding fee and the freight, customs and other ancillary costs passed on in accordance with Section 27.
(3) Any customs duties or other costs incurred in connection with international shipments shall be borne by the Customer.
§ 5 Terms of Payment, Offsetting, Right of Retention
(1) Payments can be made by bank transfer or by a transaction with an agreed cryptocurrency. Other cryptocurrencies are not accepted. No processing fee is charged for payments in USD Coin (USDC). For payments in other agreed cryptocurrencies (e.g. Bitcoin), Dürr Solutions charges a processing fee of 0.99% of the payment amount; it covers the additional effort of payment processing and conversion.
(2) Payments by the Customer are due immediately upon invoicing, unless otherwise provided in the respective agreement with the Customer.
(3) If payments are made in cryptocurrencies, the exchange rate relevant for the conversion shall be determined by the last price of the respective cryptocurrency in EUR most recently published by Coinbase at the time the payment is received in the wallet designated by Dürr Solutions. The Customer bears the exchange rate risk until receipt of the payment; any shortfall must be paid without delay. If the aforementioned exchange is not available or if there is insufficient trading volume for the respective cryptocurrency, the reference rate of a comparable, recognised and liquid trading platform, to be determined by mutual agreement between the contracting parties, shall be used as a substitute.
(4) The Customer is only entitled to offset claims that are undisputed or have been finally and bindingly established by a court. The Customer is only entitled to a right of retention to the extent that it is based on the same contractual relationship and relates to substantial services not rendered, or not rendered in accordance with the contract, by Dürr Solutions. The Customer's statutory rights under Section 320 BGB (defence of unperformed contract) remain unaffected.
§ 6 Delivery, Shipping
(1) The deadlines and dates for deliveries and services indicated by Dürr Solutions are always to be regarded as approximate only, unless a fixed deadline or a fixed date has been expressly promised or agreed. If shipment has been agreed, delivery deadlines and delivery dates refer, unless expressly stated otherwise by Dürr Solutions, to the time of handover to the freight forwarder, carrier or other third party commissioned with the transport.
(2) Dürr Solutions is entitled to make partial deliveries and render partial services if these are usable for the Customer within the scope of the contractual purpose, the remaining contractually agreed delivery and service is ensured and the Customer does not incur any significant additional expense as a result.
(3) If delivery is not possible for reasons for which the Customer is responsible and the goods are returned by the transport company, the Customer shall bear the costs of the unsuccessful shipment.
(4) The Customer is obliged to accept the delivery. Acceptance must take place within seven (7) days after the Customer has been notified of the delivery or provision of the goods (advice of dispatch). If the Customer does not accept the goods within this period, he is in default of acceptance. In this case, Dürr Solutions is entitled to charge the additional expenses incurred as a result (in particular storage, demurrage and renewed delivery costs); the Customer remains entitled to prove that no expense, or a significantly lower expense, was incurred. The statutory rights of Dürr Solutions in the event of default of acceptance (Sections 293 et seq. BGB, Section 373 of the German Commercial Code (HGB)) remain unaffected.
(5) Delivery and commencement of performance take place only after receipt of payment in full, unless expressly agreed otherwise.
§ 7 General Warranty
(1) For material defects and defects of title of the delivered items, Dürr Solutions assumes liability in accordance with the applicable statutory provisions, in particular Sections 434 et seq. BGB.
(2) Claims of the Customer based on material defects and defects of title become time-barred twelve (12) months after delivery of the goods. This shortening does not apply to claims for damages of the Customer, in cases of intent or gross negligence, in the event of injury to life, body or health, in the event of fraudulent concealment of a defect, in the event of the assumption of a quality guarantee, to claims under the German Product Liability Act, or in the cases of Section 438 (1) no. 2 BGB and of supplier recourse (Section 445b BGB); in these respects the statutory limitation periods apply. In the event of shipment to the Customer or to a third party designated by him, the goods must be carefully inspected without delay. With regard to obvious defects or other defects that would have been recognisable upon an immediate, careful inspection, the goods are deemed to have been approved by the Customer if Dürr Solutions does not receive a notice of defects in text form within ten (10) working days of delivery. With regard to other defects, the delivered items are deemed to have been approved by the Customer if Dürr Solutions does not receive the notice of defects within ten (10) working days of the point in time at which the defect became apparent; if, however, the defect was already apparent at an earlier point in time during normal use, this earlier point in time is decisive for the start of the notification period.
(3) In addition to the claims for material defects and defects of title pursuant to paragraph 1, there may be guarantees granted by Dürr Solutions or the manufacturers of certain items. The details of the scope of such guarantees result from the respective guarantee conditions, which may be enclosed with the items.
(4) The liability of Dürr Solutions arising from any guarantees remains unaffected.
§ 8 Liability and Limitation of Liability
(1) Dürr Solutions is liable for intent and gross negligence. Furthermore, Dürr Solutions is liable for the negligent breach of obligations whose fulfilment is a prerequisite for the proper execution of the contract in the first place, whose breach jeopardises the achievement of the purpose of the contract and on whose observance the Customer may regularly rely. In the latter case, however, Dürr Solutions is only liable for the foreseeable damage typical of the contract. The same applies to breaches of duty by the vicarious agents of Dürr Solutions.
(2) Liability is excluded for defects caused by the hardware or software used by the Customer, outdated drivers or incorrect operation of the goods.
(3) Upon handover of the goods to the transport company, the risk of accidental loss and accidental deterioration passes to the Customer.
(4) Indirect damage and consequential damage resulting from defects of the goods are only recoverable to the extent that such damage is typically to be expected when the goods are used as intended. This does not apply in the event of intentional or grossly negligent conduct on the part of Dürr Solutions.
(5) The limitations of this Section 8 do not apply to the liability of Dürr Solutions for intentional conduct, for gross negligence of Dürr Solutions, its legal representatives and executive employees, for guaranteed quality features, for injury to life, body or health, or to liability under the German Product Liability Act.
(6) The Customer is expressly advised that Dürr Solutions does not provide any insurance coverage and that the Customer's goods are not covered by any insurance taken out by Dürr Solutions. The Customer is solely responsible for insuring his property against all types of damage.
(7) The above exclusions and limitations of liability apply to the same extent in favour of the corporate bodies, legal representatives, employees and other vicarious agents of Dürr Solutions.
§ 9 Force Majeure
(1) In cases of force majeure, the contracting party affected thereby is released from its obligation to deliver, perform or accept for the duration and to the extent of the impact. Force majeure is any event beyond the control of the respective contracting party which prevents it in whole or in part from fulfilling its obligations, including fire damage, floods, strikes and lawful lockouts, unexpectedly occurring pandemics or epidemics, failures or rationing of the energy supply, failures of power, network, telecommunications or internet services, sovereign or regulatory interventions including energy, export and sanction measures, the unavailability of the respective blockchain network or protocol, as well as operational disruptions or official orders for which it is not responsible. Supply difficulties and other disruptions of performance on the part of Dürr Solutions' upstream suppliers are only deemed force majeure if the upstream supplier is in turn prevented from rendering the service incumbent upon it by an event pursuant to sentence 1.
(2) The affected contracting party shall notify the other contracting party without delay of the occurrence and the cessation of the force majeure and shall use its best efforts to remedy the force majeure and to limit its effects as far as possible.
§ 10 Prohibition of Assignment
The assignment of claims is only permitted with the prior consent in text form of the other contracting party. Consent may not be unreasonably withheld. The provision of Section 354a HGB remains unaffected.
§ 11 Copyrights
Dürr Solutions is the rights holder or licensee of the rights to all images, films and texts published on its website. Any use, reproduction, distribution or public communication of these materials without prior written consent is prohibited.
§ 12 Data Protection
Dürr Solutions processes personal data of the Customer exclusively within the framework of the applicable data protection provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Details are set out in the privacy policy of Dürr Solutions, available at www.cryptohall24.com. It takes into account in particular the data arising in the context of crypto mining and the use of mining pools.
§ 13 Applicable Law
The contractual relations between Dürr Solutions and the Customer are governed exclusively by the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
§ 14 Duty of Confidentiality
The parties undertake to treat all contents of this contract and its ancillary provisions - in particular technical details, prices, volume discounts, hosting sites and processes - as confidential. This obligation continues to apply for a period of three (3) years beyond the end of the contract. Excluded therefrom is information that is publicly known or legally required to be disclosed.
§ 15 Place of Jurisdiction
If the Customer is an entrepreneur within the meaning of Section 14 BGB, a merchant, a legal entity under public law or a special fund under public law, or if he has no general place of jurisdiction in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the business relationship between Dürr Solutions and the Customer is the registered office of Dürr Solutions. Dürr Solutions is furthermore entitled to bring an action against the Customer at the Customer's general place of jurisdiction. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.
§ 16 Invalidity of Individual Provisions and Text Form
(1) Should individual provisions of these GTC be or become partially or entirely invalid or unenforceable, the remaining provisions remain unaffected.
(2) Where written form is provided for notifications or declarations, text form or electronic form, in particular e-mail, is sufficient, unless a stricter form is mandatorily prescribed by law.
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Part II: Hosting
§ 17 Description of Hosting Services
(1) Within the scope of the hosting, Dürr Solutions enables the Customer to operate his miner for the mining of cryptocurrencies, the computing power of which the Customer makes available to a so-called mining pool (hereinafter "Crypto Mining"). In doing so, Dürr Solutions provides the framework conditions required for operation, in particular the power supply, the network connection and adequate cooling. Dürr Solutions renders a fully managed hosting: it plans, controls and coordinates the entire process - from the organisation of the deployment through ongoing monitoring and technical coordination to the direction of the personnel on site and the organisation of repair and support. For the physical operation, Dürr Solutions involves a network of specialised site partners whose infrastructure it integrates, controls and supervises.
(2) The hosting comprises the preparation of the miner for use for Crypto Mining (hereinafter "Deployment") and the ongoing supervision of operation (hereinafter "Monitoring").
(3) Within the scope of the Deployment, Dürr Solutions renders, as a rule within four weeks of receipt of the miner from the Customer, the following preparatory services for the commissioning of the miner:
a. receipt of the miner at the hosting site,
b. removal of the miner from the packaging and inspection for obviously recognisable defects (transport damage etc.),
c. connection of the miner to the power grid and, if applicable, the cooling system,
d. establishment of the network connection, and
e. testing of the power and network connection.
(4) Dürr Solutions informs the Customer by e-mail as soon as the Deployment is completed. If a defect of the miner becomes apparent during the Deployment, the Customer will be informed by e-mail.
(5) Within the scope of the Monitoring, the following services are rendered:
a. ongoing supervision of operation (e.g. through regular checks and maintenance),
b. ticket system for incidents (ticket@cryptohall24.com).
(6) From the time of the completed Deployment, Dürr Solutions aims at an availability of the hosting infrastructure (in particular power supply and internet connection) of ninety percent (90%) in the contract year (hereinafter "Target Value"). The Target Value is a target figure; it does not constitute a guarantee, a warranted characteristic or a binding quality or performance commitment of Dürr Solutions. A contract year comprises twelve (12) consecutive calendar months from the notification of the completion of the Deployment. In calculating the availability, planned maintenance windows as well as periods in which the hosting infrastructure or a user interface (dashboard) is not operational or functional due to technical disruptions or other impediments to performance outside the control of Dürr Solutions are disregarded. This applies in particular in cases of force majeure within the meaning of Section 9, in the event of unavailability of the respective blockchain network or the respective blockchain protocol, and in the event of other impediments to performance that are not within the control of Dürr Solutions. The Target Value refers exclusively to the hosting infrastructure, not to the availability of individual miners; periods in which a miner is not operational due to a defect, a repair or a replacement are likewise disregarded (Section 23 (3) and (8)). If the availability for which Dürr Solutions is responsible falls below eighty percent (80%) in the contract year, the Customer receives, upon application submitted in text form, a credit in the amount of ten percent (10%) of the hosting fees incurred in the affected contract year. The application must be submitted within three (3) months after the end of the affected contract year. Further claims on account of a shortfall of the Target Value are governed by Section 23; in particular, the limitations of liability and the exceptions thereto under Sections 8, 22 and 23 apply.
(7) If the Customer wishes to make use of additional services, a separate agreement must be concluded on the additional service components and the additional remuneration.
(8) The success of Crypto Mining is not the subject matter of the contract. It is expressly pointed out that Dürr Solutions is in no way responsible for the economic success of Crypto Mining. Whether and to what extent the Customer uses the miner for Crypto Mining is at the Customer's free discretion.
(9) The ownership of the miner as well as the risk of accidental loss or accidental deterioration remains entirely with the Customer.
(10) Dürr Solutions is entitled to have the services performed in whole or in part by third parties.
(11) Mining proceeds flow exclusively to the wallet or pool address named by the Customer and controlled exclusively by him. At no time does Dürr Solutions receive, possess or hold in custody crypto assets of the Customer, and it does not provide crypto custody or any other services relating to crypto assets of the Customer within the meaning of the relevant supervisory provisions, in particular Regulation (EU) 2023/1114 (MiCAR) and the German Banking Act (KWG). Section 21 remains unaffected.
§ 18 Duties of the Customer to Cooperate
(1) The Customer is obliged to ship the miners owned by him, at his own expense and risk, to the delivery address named by Dürr Solutions in order to enable the rendering of the agreed hosting services.
(2) Prior to the commissioning of the miner, the Customer is obliged to provide Dürr Solutions with the desired pool data via the ticket system. If the pool data is not provided in time, mining cannot commence. Dürr Solutions is not liable for delays associated therewith.
(3) The Customer is obliged to communicate his current pool data of the respective cryptocurrencies (e.g. of a Bitcoin wallet) as well as his contact details to Dürr Solutions via the ticket system. Furthermore, the Customer is obliged to regularly check the proper operation of the miner via the mining pool, to report disruptions without delay via the ticket system provided, and to provide Dürr Solutions without delay and truthfully with the information required to clarify requests or problems or to carry out fault clearances.
(4) The Customer must ensure that, within his area of responsibility, the technical requirements for access to the mining pool exist and are maintained, in particular with regard to the hardware and operating system software used, the connection to the internet and the current browser software. The Customer is obliged to take the precautions necessary to secure his systems, in particular to use the common security settings of the browser and to employ up-to-date protection mechanisms against malware.
(5) The Customer is obliged to keep documentation on the miners owned by him and, in the event of a failure of the infrastructure or of the miner, to provide evidence of such failures upon request of Dürr Solutions.
§ 19 Hosting Fee
(1) The Customer is obliged to pay to Dürr Solutions the hosting fee as well as, if applicable, fees for the use of optional additional services.
(2) The hosting fee is composed of the following components:
a. electricity costs,
b. management fees,
c. infrastructure costs,
d. service and maintenance,
e. financial transaction costs (inter alia payment processing, foreign exchange conditions).
(3) The hosting fee is invoiced monthly in advance. The invoice is issued on the first (1st) calendar day of the respective contract month; the payment must have been received in full by Dürr Solutions no later than the third (3rd) calendar day of the contract month. The Customer is free to pay electricity costs or hosting fees voluntarily in advance. The Customer's payment obligation exists irrespective of whether and when an invoice is issued or received by the Customer. If the Customer does not receive an invoice by the first (1st) calendar day of the contract month, he must nevertheless make an advance payment in the amount of the hosting fee most recently invoiced by the third (3rd) calendar day of the contract month. Any difference resulting from the final settlement will be set off against future claims or credited to the Customer. If the payment is not received in time, Dürr Solutions is entitled to switch off the affected miners without delay.
(4) In the event of offline time of the miner for which the Customer is responsible (in particular in the event of a deactivation due to default of payment pursuant to Section 21), the Customer is obliged to pay the consumption-independent components of the hosting fee due for the respective month, in particular because rack space, personnel, purchased electricity capacities, cooling and the remaining infrastructure are held available for the hosting period. For periods of complete deactivation of the miner, no consumption-based electricity costs pursuant to Section 19 (2) lit. a are charged. The provisions on deactivation in the event of default of payment (Section 21) and on the calculation of electricity costs (Section 23 (4)) remain unaffected.
§ 20 Adjustment of the Hosting Fee
(1) Dürr Solutions is entitled to adjust the hosting fee if and to the extent that the costs underlying it change, in particular electricity and energy costs including unforeseeable energy cost peaks, increased grid charges and other grid and infrastructure costs, exchange-rate-related changes in purchasing and operating costs incurred in foreign currency (in particular the EUR/USD exchange rate), as well as taxes, levies and other statutory or regulatory changes. Such a cost-driven adjustment is limited in amount to the amount of the respective change in costs; Dürr Solutions increases the hosting fee at most by the amount by which the relevant costs have actually increased. The adjustment may be made at any time, subject to the notice period pursuant to paragraph 3. If the relevant costs decrease again after an increase, Dürr Solutions reduces the hosting fee to a corresponding extent, but at most down to the level of the hosting fee prior to the increase.
(2) In all other respects, Dürr Solutions may adjust the hosting fee, but at the earliest after the Customer has been using the hosting services for at least six (6) months.
(3) Price adjustments are made by notification in text form (by e-mail) to the Customer with a notice period of at least two (2) weeks before the price adjustment takes effect.
(4) In the event of an adjustment pursuant to paragraph 2, the Customer may terminate the hosting extraordinarily with effect from the time the price change takes effect. In the case of cost-driven adjustments pursuant to paragraph 1, no such right of termination exists, as these are limited to the passing-on of actual changes in costs.
§ 21 Deactivation of the Customer's Usage Option
(1) The Customer must settle all invoices in advance. If the Customer is in default of payment, Dürr Solutions is entitled to remove the Customer's pool configuration so that no further mining proceeds accrue to him, and to switch off the affected miners. If several miners are the subject of the hosting contract, it is at the discretion of Dürr Solutions for which and for how many miners this is done; decisive is in particular the ratio of the outstanding claims to the total monthly remuneration. A complete switch-off of the miners is not possible or reasonable in every case for technical and operational reasons: Dürr Solutions is obliged vis-à-vis its energy suppliers to take the purchased electricity capacity; at sites with heat recovery, the waste heat of the miners serves the heat supply, so that a switch-off interrupts it; at sites with cold climatic conditions, continuous operation is required to avoid frost, condensation and cold damage to miners and infrastructure. In these cases, as well as generally in the event of outstanding claims, Dürr Solutions is entitled, after removal of the Customer's pool configuration, to operate the affected miners via its own pool configuration and for its own account until all outstanding claims have been settled in full. The proceeds generated in this way serve to cover the electricity and operating costs to be borne by Dürr Solutions on an ongoing basis; the Customer has no claim to these proceeds or to any surpluses. The obligation to pay the hosting fees remains unaffected in all cases.
(2) The deactivation of a miner and its recommissioning are separate services of Dürr Solutions and involve personnel effort outside the hosting service (in particular removal of the pool configuration, proper deactivation, checking of the restart and additional monitoring). For this, Dürr Solutions charges a fee of EUR 19.90 per miner (air-cooled miners) or EUR 39.90 (hydro- or immersion-cooled miners); the higher amount takes account of the additional effort in connection with heat recovery. Recommissioning takes place only after full settlement of the outstanding claims including this fee. The hosting fee continues to run during the deactivation, as Dürr Solutions continues to hold available rack space, personnel, the purchased electricity capacity, cooling and the remaining infrastructure (Section 19 (4)). The Customer remains entitled to prove that no expense, or a significantly lower expense, was incurred.
(3) If the Customer is in default with the payment of due claims, Dürr Solutions is entitled to demand default interest in the amount of nine percentage points (9%) above the applicable base interest rate p.a. pursuant to Section 288 (2) BGB as well as the statutory default fee of EUR 40 pursuant to Section 288 (5) BGB. The assertion of further damage remains unaffected.
(4) To secure all current and future payment claims under the hosting contract, the Customer grants Dürr Solutions a contractual pledge on the miners brought into the hosting. If the Customer is in default with due payments, Dürr Solutions is entitled to suspend the operation of the affected miners and to retain the miners. If the default of payment persists for more than thirty (30) calendar days, Dürr Solutions is entitled to realise the miners in accordance with the statutory provisions on the sale of pledged property (Sections 1233 et seq. BGB); the realisation will be announced to the Customer in text form at least one (1) month in advance. Any surplus proceeds of realisation will be reimbursed to the Customer after deduction of all outstanding claims and the costs of realisation. The statutory rights of pledge and retention remain unaffected.
(5) The contractual pledge pursuant to paragraph 4 continues to exist for all claims arising from this hosting contract until they have been settled in full; this also applies to payment claims arising or asserted after termination of the contract (in particular residual remuneration, default interest and costs of legal enforcement). For the exercise of the pledge and the realisation of the miners, the provisions of paragraph 4 and the statutory provisions on the sale of pledged property (Sections 1233 et seq. BGB) apply accordingly.
§ 22 Disclaimer of Liability for Hosting
(1) Dürr Solutions is not liable for lost profits or other damage based on the breach of the Customer's duties to cooperate pursuant to Section 18.
(2) Dürr Solutions assumes no guarantee for a specific operating temperature or climatic conditions at the hosting site. The Customer acknowledges that the premises may not be cooled by a separate air-conditioning unit (depending on the respective site).
(3) If the service is disrupted or interrupted due to exceptional temperatures or climatic conditions (e.g. very high humidity), the Customer has no compensation claims against Dürr Solutions arising therefrom that are independent of fault. Any further claims of the Customer are governed exclusively by the statutory provisions subject to the liability provisions of these GTC (Sections 8, 22 and 23).
(4) The total liability of Dürr Solutions arising from or in connection with this hosting contract is - irrespective of the legal ground - limited to the hosting fees paid by the Customer to Dürr Solutions in the last twelve (12) months prior to the event causing the damage. This limitation does not apply in the event of intent or gross negligence, in the event of injury to life, body or health, or in the case of claims under the German Product Liability Act; Section 8 (5) of these GTC remains unaffected.
(5) Dürr Solutions has a reasonable duty of safekeeping for the Customer's miners in hosting. For loss of, damage to or destruction of the miners due to events such as theft, fire, natural disasters, power failures, overvoltages or other unforeseeable events, Dürr Solutions is liable only in the event of an intentional or grossly negligent breach of this duty of safekeeping or in the event of a breach of essential contractual obligations. In the event of slightly negligent breaches of duty, liability is limited to the foreseeable damage typical of the contract and does not exceed the maximum amount stated in paragraph 4. The Customer is expressly advised that Dürr Solutions does not provide any insurance coverage and that the Customer's miners are not covered by any insurance taken out by Dürr Solutions; the Customer is solely responsible for insuring his property against all types of damage (Section 8 (6)).
(6) If, in the assessment of Dürr Solutions, there is an acute danger to the operational safety, infrastructure or security of the hosting site - for instance due to electrical defects, overheating, structural risks or other technical emergencies - Dürr Solutions is entitled to temporarily suspend the affected services without the Customer's prior consent. The Customer will be informed without delay of the measure, the reasons and the expected duration. The services will be restored as quickly as possible. Any resulting outages do not give rise to any compensation claims going beyond the claims provided for in these GTC.
(7) The parties agree that the subject matter of the hosting contract within the meaning of Section 17 is exclusively the establishment and maintenance of the technical operational readiness of the miners contributed by the Customer, providing the infrastructure required for this purpose (in particular power supply, network connectivity and cooling). Dürr Solutions owes neither the actual use of the miners for Crypto Mining nor the generation of a specific mining yield, a specific profitability or any other economic success. The configuration of the wallet and pool data, the selection and use of mining pools, the switching on and off of the miners as well as the monitoring and control of the mining process lie exclusively within the Customer's area of responsibility and are not part of the service owed by Dürr Solutions pursuant to Section 17. Dürr Solutions is not liable for damage based solely on errors or omissions of the Customer in this area of responsibility. The liability provisions of Sections 8, 22 and 23 remain unaffected, in particular the liability of Dürr Solutions for the breach of essential contractual obligations incumbent upon it as well as in the cases of intent, gross negligence, injury to life, body or health and under the German Product Liability Act.
(8) The Customer is expressly advised that Crypto Mining is an entrepreneurial activity and that it is associated with technical, legal and organisational risks. The Customer bears full responsibility for possible own financial losses as well as lost profits, insofar as these are based on circumstances outside the control of Dürr Solutions.
(9) Dürr Solutions is not liable for the loss of or damage to data or for damage arising from the temporary unavailability or malfunction of a user interface (dashboard) or from disruptions and interruptions of network, telecommunications or internet services, unless the damage is based on intent or gross negligence of Dürr Solutions. The dashboard serves merely as supplementary information for the Customer; there is no claim to its uninterrupted availability. To the extent that Dürr Solutions breaches essential contractual obligations in the processing or backup of the data transmitted by the Customer, liability is governed by Section 8 (1) and Section 22 (4).
(10) The economic and technical risk of Crypto Mining lies with the Customer. This includes in particular the risk of the availability, functionality and proper settlement of the mining pool chosen by the Customer, the risk of changes to the respective blockchain network or protocol (e.g. difficulty adjustments, halvings, forks) and the risk of the development of the value of the mined cryptocurrencies. The mining pool is a third-party service; Dürr Solutions does not become a party to the pool relationship by transmitting the computing power to the pool chosen by the Customer and is not liable for its services.
§ 23 Warranty for Hosting Services
(1) For the Customer's rights in the event of defects in the hosting services rendered by Dürr Solutions, the statutory provisions of the respective applicable type of contract apply (in particular Sections 535 et seq. BGB, Sections 611 et seq. BGB and, where applicable, Sections 631 et seq. BGB), unless otherwise provided in these GTC. For defects in delivered goods (in particular miners, accessories, components and spare parts), Section 7 applies.
(2) Liability independent of fault for initial defects pursuant to Section 536a (1) alternative 1 BGB is excluded.
(3) The miner hardware remains the property of the Customer under all circumstances. Dürr Solutions expressly offers no warranty for the miner hardware owned by the Customer. Recommended repair measures are notified to the Customer. The Customer must bear the full costs of repairs in advance. For the duration of the repair, no consumption-oriented hosting fees are incurred for lack of operating time (Section 23 (4)); any consumption-independent remuneration components agreed remain unaffected. No deadlines or dates for carrying out repairs are promised; repairs by manufacturers or other third parties (e.g. in the course of guarantee or RMA procedures) are beyond the control of Dürr Solutions.
(4) The electricity costs (Section 19 (2) lit. a) are determined arithmetically on a consumption-oriented basis using the operating time of the respective miner. Decisive for the calculation are the operating hours of the miner and its power consumption according to the manufacturer's specification (nameplate). For air-cooled miners, the calculation may be based on a power consumption of up to five percent (5%) above the manufacturer's specification, as these devices regularly consume more electricity in normal operation than specified by the manufacturer. For periods in which a miner is not operated, no electricity costs are charged; the provisions on offline times for which the Customer is responsible (Section 19 (4)) and on deactivation in the event of default of payment (Section 21) remain unaffected. Periods of unavailability of the hosting infrastructure are economically compensated by the consumption-oriented billing; any consumption-independent remuneration components agreed remain unaffected.
(5) Further claims of the Customer on account of a shortfall of the Target Value pursuant to Section 17 (6) or on account of temporary restrictions of availability - in particular for compensation for lost mining proceeds or other indirect pecuniary losses - are excluded. This does not apply in the event of intent or gross negligence, in the cases of Section 8 (5), or in the event of a breach of essential contractual obligations; in these cases, liability is limited pursuant to Section 8 (1) and Section 22 (4) to the foreseeable damage typical of the contract. The right to extraordinary termination for good cause remains unaffected.
(6) In the event of an interruption of the services, the Customer has no claim for damages if the damage is attributable to the activity of third parties who are not vicarious agents of Dürr Solutions (e.g. grid operators or energy suppliers in the event of missing grid connections or missing power sources).
(7) Dürr Solutions renders the hosting with the involvement of external site partners and other service providers. These are vicarious agents within the meaning of Section 278 BGB. Dürr Solutions is liable for their conduct in accordance with these GTC; any further liability, in particular for slightly negligent breaches of duty outside essential contractual obligations, is excluded. For gross negligence of simple vicarious agents, liability is limited in amount to the foreseeable damage typical of the contract; this does not apply in the cases of Section 8 (5).
(8) Dürr Solutions cannot fully guarantee the operational readiness of the individual miner. Miners are devices that run permanently under full load and accordingly exhibit a disproportionate strain. Any defects cannot be foreseen and prevented by Dürr Solutions.
(9) Dürr Solutions operates its hosting infrastructure in accordance with internally defined standards regarding reliability and efficiency. A guarantee for mechanical cooling systems, emergency power generators or specific climatic conditions (e.g. constant temperature control) is expressly not assumed.
(10) Service and project engineering items (in particular project engineering, planning, configuration, special commissioning services and consulting) are services that are consumed upon their proper performance. Owed is the proper performance of the service, not a success going beyond it; no warranty in the sense of a specific economic or technical success is assumed for them. Services rendered in full and accepted by the Customer, or received by him without objection, cannot as a rule be unwound; a refund of the remuneration attributable to them takes place only to the extent that Dürr Solutions has not rendered the service in accordance with the contract and, despite a reasonable period for subsequent performance set by the Customer, fails to render proper performance. The liability provisions of Sections 8 and 22 remain unaffected. The exclusion of unwinding and refund does not apply in the event of intent or gross negligence, in the event of injury to life, body or health, or in the case of claims under the German Product Liability Act; Section 8 (5) of these GTC remains unaffected.
§ 24 Contract Term and Termination
(1) The minimum contract term is twelve (12) months. The term begins at the time at which the Customer is informed by Dürr Solutions of the completion of the Deployment (start of term). Contract months and contract years within the meaning of these GTC are calculated from the start of term.
(2) The hosting contract may be terminated by either party with a notice period of one (1) month to the end of the respective contract term. The contract is automatically extended by a further twelve (12) months upon expiry of the contract term unless it has been terminated in due time beforehand. The termination must be made in text form (by e-mail). The right to extraordinary termination remains unaffected.
(3) In the event of termination by the Customer, the Customer is obliged to collect the miner at the hosting site at his own expense at the end of the contract. The miner will be packed ready for transport by Dürr Solutions and made available for collection at the hosting site. For deinstallation and packaging ready for transport, Dürr Solutions charges a flat fee of EUR 49.90 per miner (deinstallation and packaging fee); the Customer remains entitled to prove that no expense, or a significantly lower expense, was incurred. Alternatively, the Customer may request that the miner be sent to him. In this case, dispatch generally takes place within fourteen (14) days after the end of the contract. Dispatch only takes place if an advance payment of the shipping costs, of a transport insurance expressly instructed pursuant to Section 27 (4), and of any customs duties as well as the deinstallation and packaging fee has been made to the account of Dürr Solutions. If the Customer does not collect the miner within four (4) weeks after the end of the contract and also fails to make the advance payment required for dispatch, Dürr Solutions is entitled to charge a storage fee of EUR 29.90 per miner and per commenced calendar month; the Customer remains entitled to prove that no expense, or a significantly lower expense, was incurred. After the fruitless expiry of a further period of at least two (2) months set in text form, Dürr Solutions is entitled to realise the miner, after prior announcement in text form, in accordance with Section 21 (4) and (5).
(4) If the Customer breaches his obligation to pay the hosting fee, Dürr Solutions has the right to terminate the hosting contract with immediate effect after a default of payment of ten (10) working days. The Customer bears the costs of the return shipment of the miner owned by him; paragraph 3 applies accordingly, including the deinstallation and packaging fee and the storage fee.
§ 25 Change of Ownership of the Miner
(1) If the Customer transfers ownership of the miner to a third party before the end of the contract term, for instance by way of resale or gift, he is obliged to inform Dürr Solutions thereof without delay in text form. The transfer of ownership has no effect on the continued existence of the existing hosting contract; the Customer remains the sole contracting party with all rights and obligations until an effective transfer of the contract.
(2) The Customer may apply for the hosting contract to be transferred to the new owner with the latter's consent. Such a transfer of the contract requires the prior express consent of Dürr Solutions in text form. Dürr Solutions is not obliged to consent to this transfer of the contract, but may refuse its consent at its reasonable discretion, in particular if there are justified doubts as to the creditworthiness or reliability of the new owner, if the new owner is not an entrepreneur within the meaning of Section 14 BGB, or if other objective reasons conflict with a transfer. A transfer of the contract without the consent of Dürr Solutions is legally ineffective.
§ 26 Relocation of Miners
(1) Dürr Solutions is entitled to relocate miners of the Customer, in whole or in part, to another hosting site for specifically substantiated technical, economic or operational reasons. Such reasons are in particular maintenance requirements, site closure, material changes in electricity prices, regulatory requirements or infrastructural changes. The Customer will be informed in text form at least ten (10) calendar days in advance of the planned relocation, its reasons and the essential performance characteristics of the new site. In this case, the costs of the relocation are borne by Dürr Solutions. If the essential performance characteristics at the new site deviate significantly from those of the previous site to the detriment of the Customer (in particular through an increase of the hosting fee beyond Section 20 or a materially restricted availability), the Customer may terminate the hosting contract extraordinarily in text form within fourteen (14) days of receipt of the relocation notification. No further right of termination arises from the relocation of the site.
(2) The Customer may apply to Dürr Solutions for the relocation of his miners to another hosting site of Dürr Solutions. There is no entitlement to the performance of the relocation. The decision on the performance as well as the selection of the destination site is at the sole discretion of Dürr Solutions. If the application is granted, the Customer bears all costs of the relocation incurred, in particular for packaging, transport, commissioning and any adjustments to the infrastructure. The costs will be communicated to the Customer in advance and are due for payment in full before the relocation is carried out. During the performance of the relocation, there is no entitlement to hosting services; a pro-rata credit of the hosting fee is granted only if the relocation exceeds a duration of seven (7) consecutive calendar days.
(3) If the possibility of using a hosting site ceases to exist for reasons for which Dürr Solutions is not responsible (in particular termination of the contractual relationship with the external site partner, official prohibition or permanent loss of the energy supply), and if a relocation pursuant to paragraph 1 is not possible with reasonable effort, both parties are entitled to terminate the hosting contract extraordinarily with respect to the affected miners. Section 24 (3) applies accordingly to the return of the miners; hosting fees already paid in advance and not yet consumed will be refunded pro rata.
§ 27 Shipping and Freight Forwarding Services
(1) The transport of the goods is not part of the main service owed by Dürr Solutions. Dürr Solutions does not offer any independent transport or logistics products. At the Customer's express request, Dürr Solutions organises the shipment of the goods as a freight forwarder within the meaning of Sections 453 et seq. HGB; the shipping costs as well as other ancillary transport costs (e.g. customs duties, levies) are passed on to the Customer without any mark-up.
(2) In addition, the German Freight Forwarders' Standard Terms and Conditions (Allgemeine Deutsche Spediteurbedingungen - ADSp) in their respective current version (ADSp 2017 or their successor) apply to all freight forwarding and transport-related services rendered by Dürr Solutions for the Customer; these are available at https://www.dslv.org/de/adsp. The ADSp are German standard terms; their German version is authoritative. In the event of any conflict between these GTC and the ADSp, the provisions of the ADSp shall prevail for freight forwarding and transport services; in all other respects, these GTC apply supplementarily.
(3) Unless expressly agreed otherwise in text form, the goods are shipped without any transport insurance taken out by Dürr Solutions. As between the Customer and the transport company, the Customer bears the transport risk. The liability of Dürr Solutions as freight forwarder or carrier is governed by the mandatory provisions of transport and freight forwarding law (in particular Sections 407 et seq., 453 et seq., 431, 435 HGB as well as applicable international conventions) and by the ADSp.
(4) Dürr Solutions procures transport or shipment insurance (e.g. an all-risk policy) only if the Customer expressly instructs this in text form before the shipment and bears the premium agreed for this purpose. Without such an instruction, there is no transport insurance cover through Dürr Solutions; any claims of the Customer under a transport insurance taken out by Dürr Solutions are governed exclusively by the terms of the respective insurance contract.
(5) Insofar as Dürr Solutions organises the shipment and is liable for it as freight forwarder or carrier, its liability for loss of or damage to the goods is limited to the statutory maximum liability amounts under Section 431 HGB and the ADSp. Subject to deviating mandatory provisions or individually agreed declarations of value, these currently amount to 8.33 Special Drawing Rights per kilogram of the gross weight of the consignment; according to the current exchange rate this typically corresponds to an amount of approximately EUR 10 per kilogram. Deviating or higher liability limits apply only if they are expressly agreed in text form or provided for in the ADSp (e.g. in the case of increased insurance cover or a declaration of value).
(6) The limitations of liability under paragraph 5 do not apply in the event of intent or gross negligence on the part of Dürr Solutions, its legal representatives or executive employees, in the event of culpable injury to life, body or health, in the event of a breach of material contractual obligations (cardinal obligations) insofar as the occurrence of typically foreseeable damage is concerned, as well as in cases of mandatory liability, in particular under the German Product Liability Act or Section 435 HGB. In these cases, Dürr Solutions is liable in accordance with the statutory provisions; no further exclusion of liability is made in these GTC in this respect.
(7) The remuneration for the freight forwarding services rendered by Dürr Solutions consists of a freight forwarding fee (service flat rate) as well as the freight, customs and other ancillary costs advanced. If Dürr Solutions ships goods in the course of subsequent performance due to a defect for which it is responsible (Section 439 BGB), no freight forwarding fee is charged for this and Dürr Solutions bears the shipping and transport costs incurred. Dürr Solutions is entitled, in further cases, in particular when handling repair, guarantee or RMA processes, to waive the freight forwarding fee and the shipping costs in whole or in part; the Customer has no claim to such a waiver. Dürr Solutions is entitled to demand reasonable advances and to exercise its statutory lien on the goods in its custody in accordance with the ADSp and Sections 464 et seq. HGB.
(8) The provisions of this Section on uninsured shipping (paragraph 3) and on the limitation of liability (paragraphs 5 and 6) also apply to shipments in the course of subsequent performance, repair or guarantee and RMA handling. In these cases too, the risk of accidental loss and accidental deterioration passes to the Customer upon handover to the transport company.
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Status of the GTC: July 2026