General terms and conditions for entrepreneurs

§ 1 Scope

These terms and conditions apply to all contracts for the provision of services between Smart IT Alliance GmbH, represented by the managing directors Jennifer and Christian Behrens, (hereinafter: “Smart IT”), and their customers. These General Terms and Conditions apply exclusively to entrepreneurs.
These General Terms and Conditions apply to all contracts concluded between the parties, even if they do not expressly refer to the General Terms and Conditions.
With the commissioning, these GTC are deemed to have been accepted. Deviations from these regulations must be agreed in writing. Deviating general terms and conditions of the customer do not apply, even if Smart IT does not expressly contradict them. Individual special agreements take precedence over these General Terms and Conditions; this does not apply to pre-formulated contractual terms of the customer.
The term “order” includes the contractual relationship, regardless of the type of contract. Smart IT owes the main service to the customer. The customer owes Smart IT the payment of the remuneration.
Smart IT reserves the right to change these terms and conditions at any time. The version valid at the time of the conclusion of the contract is decisive for the conclusion of new contracts or new orders.

§ 2 Conclusion of contract / Smart IT’s right of withdrawal in the event of non-deliverability

The presentation of the products in the online shop does not constitute a legally binding offer, but only an invitation to place an order. By initiating the order via the online shop or by means of a written or electronic order, the customer submits a binding offer to conclude a purchase contract. This offer can be accepted by Smart IT within 6 weeks and cannot be withdrawn by the customer during this time. The customer is only entitled to submit an offer if the customer is an entrepreneur. By submitting an offer, the customer assures his entrepreneurial status.
The information on the profits to be expected from the use of the purchased items are exclusively extrapolations based on previous profits. Since the mining business is subject to strong fluctuations, no profits can be guaranteed from mining. The information on the Smart IT website therefore does not represent any guarantees or quality agreements.
The contract between the parties comes into existence upon acceptance of this offer through the transmission of an order confirmation from Smart IT. Contracts are only concluded with entrepreneurs.
If an ordered item cannot be delivered because Smart IT is not supplied by your supplier through no fault of your own despite his contractual obligation, Smart IT is entitled to withdraw from the contract. In this case, Smart IT will inform the customer immediately that the ordered goods are no longer available and will immediately reimburse any services already rendered. In this case, the customer also has the option of obtaining a comparable device. The basis for comparability is the miner’s yield at the time of the order. Yield is calculated via Minerstat.com.

 

§ 3 Delivery and Delay in Delivery

The delivery times specified in the online shop and in the order confirmation are non-binding unless they are marked as binding. The objects of purchase are only ordered after the order has been placed and before the order is accepted from sub-suppliers or from the manufacturers. Due to the current market situation, there may be delays or changes in delivery times on the part of Smart IT suppliers. In this respect, the customer will only be given a specific delivery time at a later date.

The delivery/service period is met if the readiness for dispatch has been communicated by the time it expires or the delivery/service item has left Smart IT.

The delivery/service period is extended or a delivery/service date is postponed in the event of unforeseen obstacles or force majeure that are beyond the control of Smart IT, e.g. B. Business disruptions – especially in the case of business closures or due to official orders – insofar as such obstacles can be proven to have a significant influence on the delivery of the delivery/service item. This also applies if the circumstances occur with subcontractors. The delivery/performance period is extended according to the duration of such measures and obstacles. In important cases, such obstacles will be communicated to the customer as quickly as possible. If such disruptions lead to a delay in performance of more than four months, the customer can withdraw from the contract.

Smart IT cannot be held liable for delivery/service delays due to one or more breaches of duty to cooperate with the customer.

Partial deliveries/services are permitted within the delivery/service periods specified by Smart IT, provided that this does not result in any disadvantages for the use/use.

The customer can request the seller to deliver six weeks after exceeding a non-binding delivery date or a non-binding delivery period. The seller is in default once the request has been received.

If the customer is entitled to compensation for damage caused by delay, this is limited to a maximum of 5% of the agreed purchase price in the case of slight negligence on the part of Smart IT. If the customer also wants to withdraw from the contract, he must set the seller a reasonable deadline for delivery after the relevant deadline has expired.

Claims for damages instead of performance in the event of slight negligence are excluded.

The liability limitations and exclusions of liability in this section do not apply to damage based on a grossly negligent or intentional breach of obligations on the part of the seller, his legal representative or his vicarious agent or in the event of injury to life, limb or health.

The manufacturer reserves the right to make changes to the design or form as well as changes to the scope of delivery during the delivery period, provided that the changes or deviations are reasonable for the buyer, taking into account the interests of the seller. If the seller or the manufacturer uses symbols or numbers to designate the order or the ordered object of purchase, no rights can be derived from this alone.

 

§ 4 Terms of Payment

Unless otherwise agreed, the remuneration to be paid for the services will be invoiced in advance. Other costs not included in the offer (performance-related price changes by the miners, such as the Antminer L7) are to be borne by the customer himself.

The customer is automatically in default without the need for a further reminder if the invoice is not settled within 7 days of the due date.

In the case of legal transactions in which consumers are not involved, interest on arrears is calculated at 9 percentage points above the base interest rate. The interest on arrears is to be set higher if Smart IT proves a charge with a higher interest rate. The claim of Smart IT from § 288 paragraph 5 BGB remains unaffected.

Smart IT is free to charge the customer an expense allowance of 5.00 euros net for each reminder issued. This applies to the first reminder as well as to every further reminder in the same matter, regardless of whether the contractual partner is in default.

The withholding of payments due to any counterclaims of the customer not recognized by Smart IT or determined by a court is not permitted, nor is offsetting against such claims.

 

§ 5 Acceptance and acceptance of the service

The customer is obliged to accept the service within 4 weeks of receipt. After this period has expired, acceptance is deemed to have taken place unless it is expressly refused. In the event of serious deviations, Smart IT will eliminate them within a reasonable time and present the delivery/service item for renewed acceptance. Sentence 1 and sentence 2 also apply to interim acceptances that may have been agreed. In any case, acceptance is deemed to have taken place when the customer uses or pays for the object of performance.

After acceptance of the service by the customer, all warranty claims for defects which he knew or should have known upon acceptance or which he was negligently unaware of are excluded, unless he reserves the right to rectify the defect specified by him. In the case of interim acceptance, the customer is also obliged to reimburse Smart IT for any additional work if changes have to be made that are based on errors that should have been recognized by the customer during the interim acceptance.

The customer is obliged to accept the object of performance within 7 days if he is not temporarily prevented from accepting it through no fault of his own. The transfer of risk takes place in accordance with the statutory provisions.

If the customer is in arrears with acceptance of the service for more than 7 days from receipt of the notification of availability, Smart IT is entitled after setting a grace period of 14 days to withdraw from the contract and to demand compensation. There is no need to set a grace period if the customer seriously or definitively refuses acceptance or is obviously unable to pay the fee within this period.

 

§ 6 Warranty for the sale of hardware and software

Smart IT guarantees that the contractual service is free from defects. The freedom from defects is determined by the applicable service description. Smart IT and the customer agree that the explanations and descriptions of the hardware and software contained in the service descriptions and/or in the price list do not represent any guarantees or assurances of specific properties. This applies in particular to the indication of profits to be achieved.

The warranty period is one year and begins on the day of delivery. The customer must notify Smart IT immediately in writing of any defects that occur during the warranty period. Defects in the software must be reported in a reproducible and comprehensible manner.

Smart IT will provide subsequent performance in the event of material defects at its own discretion through repair or replacement. Insofar as the type of supplementary performance chosen by Smart IT is unreasonable for the customer, he has the right to reject the chosen type. Smart IT is entitled to three attempts for the same defect. Subsequent performance also includes the provision of a workaround.

In the event that supplementary performance is not possible or unreasonable for Smart IT, the customer has the right to reverse the contract after reimbursement of the benefits drawn. However, the guarantee that the subject matter of the contract is free from third-party rights only applies to Germany.

If the customer has claimed against Smart IT because of the warranty and it turns out that either there is no defect or that the defect asserted does not oblige Smart IT to provide a warranty, the customer must reimburse Smart IT for the expenses incurred, insofar as he could have recognized it that the defect was not caused by Smart IT.

In particular, the warranty does not apply if the customer changes the contractual service himself or has it changed by a third party without the consent of Smart IT, unless the customer can prove that the defects in question were not caused either in whole or in part by such changes.

If the customer is entitled to compensation for damage caused by delay or compensation in addition to the service, this is limited to a maximum of 5% of the agreed purchase price in the case of slight negligence on the part of Smart IT. If the customer also wants to withdraw from the contract, he must set the seller a reasonable deadline for rectification after the relevant deadline has expired.

Claims for damages instead of performance in the event of slight negligence are excluded.

The liability limitations and exclusions of liability in this section do not apply to damage based on a grossly negligent or intentional breach of obligations on the part of the seller, his legal representative or his vicarious agent or in the event of injury to life, limb or health.

 

§ 7 Warranty, Liability

The customer can assert warranty claims for defects within a period of 1 year after acceptance of the object of performance.

Due to further claims and rights, Smart IT is only liable in the case of intent and gross negligence in accordance with statutory provisions.

Claims for damages from torts are excluded, unless the damage was caused intentionally or through gross negligence.

In the event of slight negligence, Smart IT is only liable for breach of an essential contractual obligation or in the event of default or impossibility.

Liability for slight negligence, for crimes and for reimbursement of futile expenses only applies to damage that is foreseeable and typical, but is limited to a maximum of 30% of the remuneration for the service that caused the damage.

The previous provisions no. 2-5 also apply to actions by vicarious agents of Smart IT.

The liability of Smart IT for indirect and consequential damage, such as lost profits, downtime, financial loss, data loss or data damage is excluded.

Liability claims expire after one year from the start of the statutory limitation period.

In cases of fraudulent intent, injury to life, limb or health, defects of title and liability under the guarantee or the Product Liability Act, the limitations of liability, the limitation of the statute of limitations and the reduced warranty do not apply.

 

§ 8 Disclaimer

Smart IT is not obliged, unless expressly agreed, to check the legal admissibility of agreed services. If Smart IT is commissioned with such an inspection, the customer must bear the resulting fees and costs of Smart IT and third parties, unless otherwise agreed.

The possible profits that can be achieved via the miners in question are not guarantees. Smart IT assumes no liability for this information.

 

§ 9 data protection

The parties collect personal data from each other for the purpose of executing the contract and to fulfill their contractual and pre-contractual obligations. The data collection and data processing is necessary for the execution of the contract and is based on Article 6 Para. 1 b) DSGVO. Furthermore, the parties may also use the data of the other party for self-promotion. This is done on the basis of Article 6 Paragraph 1 f) GDPR. In principle, the data will not be passed on to third parties, unless there is a legal deadline or is necessary for the execution of the contract. The data will be deleted as soon as they are no longer required for the purpose of their processing and provided there is no legal obligation to retain them. Free information about all personal data of the person concerned is possible. In addition, the person concerned has the right to data transfer, deletion, correction, restriction or blocking of personal data. The person concerned can address corresponding questions and applications directly to the relevant contractual partner. The person concerned also has the right, without prejudice to any other administrative or judicial remedy, to lodge a complaint with a supervisory authority if he believes that the data processing processes of the relevant contractual partner violate data protection regulations.

Insofar as Smart IT processes personal data on behalf of the customer, the parties undertake to separately agree on an order processing contract in accordance with Article 26 GDPR.

 

§ 10 Amendment of the General Terms and Conditions

Smart IT reserves the right to change these terms and conditions at any time. The version valid at the time the contract is concluded is decisive for the conclusion of new contracts.

A change to the agreed terms and conditions is possible for existing customers under the following restrictions: Circumstances that justify such a change are subsequently occurring, unforeseeable changes that Smart IT does not cause and over which it has no influence and which affect one party unilaterally , as well as gaps in the terms and conditions that lead to difficulties in the implementation of the contract. Smart IT will send the amended GTC to the customer six weeks before they come into effect, naming the circumstances that caused the change and the scope of the changes. If the customer does not object to the change in writing or by fax before it comes into effect, but declares his consent to the new GTC by further using the services of Smart IT, the change is deemed to have been accepted; the General Terms and Conditions in their amended version then also apply to existing contracts from the announced date. In the event of a timely, formally effective objection, the earlier General Terms and Conditions shall continue to apply in the relationship between the parties; in this case, both the customer and Smart IT are entitled to terminate the contract with a reasonable period of notice.

 

§ 11 Final Provisions

For all disputes arising from the contractual relationship, if the customer is a registered trader, a legal entity under public law or a special fund under public law, legal action must be taken at the court responsible for Smart IT’s headquarters. Smart IT is also entitled to sue at the customer’s headquarters.

German law applies exclusively, to the exclusion of the laws governing the international purchase of movable property, even if the customer’s registered office is abroad.

Transfers of rights and obligations of the customer from the contract concluded with Smart IT require written consent to be effective.

Should individual provisions of this contract prove to be wholly or partially invalid or unenforceable or become invalid or unenforceable as a result of changes in legislation after the conclusion of the contract, the remaining contractual provisions and the effectiveness of the contract as a whole remain unaffected.