Lastly updated: 22.10.2020
1 GENERAL INFORMATION
CoreLedger AG (“CLAG”) is a company organized and existing under the laws of the Principality of Liechtenstein, specialized in providing solutions for the global trade based on blockchain technology.
The following general terms and conditions (the “Terms”) set forth the rights and obligations of any business relationship between CLAG and the Customer (the “Business Relationship”), subject to the Order Form as defined hereinafter or any other agreements concluded between the parties.
“Customer” shall mean both corporate bodies (legal entities, foundations, associations, etc.) and natural persons who have a direct Business Relationship with CLAG.
“End-User” shall mean both corporate bodies (legal entities, foundations, associations, etc.) and natural persons who are using products or services hosted and maintained by CLAG through a Customer of CLAG.
“Digital Asset” shall mean one unit of a digital asset. The plural “Digital Assets” shall mean a not specified number of units of a Digital Asset.
“Order Form” shall mean the document signed by Customer and CLAG in writing, containing the agreement of the parties on Subscriptions and other services ordered by Customer. In case of con- flicts between the Terms and the Order Form, the latter shall prevail.
“Subscription” shall mean the license granted by CLAG to Customer to use CLAG software products and the right of the Customer to obtain maintenance and support services related to such CLAG software products (service level agreement, SLA), all as agreed and specified in the Order Form.
2.1 CLAG is providing software products, which can be used to issue, manage and distribute Digital Assets and which can be used by CLAG Customers to create marketplaces for their End-Users to offer, buy and sell Digital Assets.
2.2 The Terms govern the Business Relationship and apply to the Order Form and any other agreement between the Customer and CLAG. They apply to any use of any of CLAG software products or services with or without Subscription.
2.3 The Terms and the Order Form shall also apply to any updates, upgrades or extensions of any of CLAG software products which replace or supplement the originally subscripted version thereof, unless such update or upgrade or such agreement is subject to a separate Subscription.
2.4 Any general terms and conditions of the Customer are hereby excluded, unless accepted in writing by CLAG.
2.5 CLAG is entitled to make changes to the agreed Subscriptions and other services, provided that these changes do not lead to any deterioration and do not result in an increase of the fees and other costs payable by the Customer.
3 CRYPTOGRAPHIC KEY PAIRS
3.1 In order to write data to the blockchain, which is a precondition to create, spend, transfer, offer or make use of Digital Assets, the Customer must possess cryptographic information, referred to as a “cryptographic key pair”. These key pairs are needed to execute transactions on a blockchain (see also article 4).
3.2 A cryptographic key pair consists of a public key and a private key. The private key is used to manage Digital Assets or to exercise rights and must be kept secret. The public key does not have to be kept secret. For blockchain purposes, the public key is mathematically transformed into a blockchain address. The blockchain address is used as an identifier for accounts and receiver of Digital Assets and does not have to be kept secret.
3.3 For storing private keys the Customer or, respectively, the End-User, needs an additional device or a software, such as an app on a smartphone or a program on a computer. CLAG provides several such apps for Android and iOS. Any such device or app or program is under direct control of the Customer.
3.4 Having control over a private key means technically being able to manage all Digital Assets and to exercise the related rights. Malicious hardware or software, as well as malicious code from differ- ent sources, may lead to the loss or theft of private keys from any device or app.
3.5 CLAG does not store any private keys for the Customer and can therefore never act on their behalf.
3.6 CLAG disclaims all warranties – implicit and explicit – for damages caused to the Customer by the loss or theft of cryptographic private keys by third parties, including (without limitation) due to a hardware or software error in the device or malicious code in the app.
4 TRANSACTIONS AND TRANSACTION FEES
4.1 Only a valid cryptographic transaction can modify data on the blockchain. In order to be valid, a cryptographic transaction needs to be signed by the proper private key. Such a transaction may instruct the passing or management of Digital Assets at the associated blockchain address or the execution of rights granted to the blockchain address.
4.2 Several software products of CLAG for which the Customer may have an active Subscription allow to prepare these transactions and to send them to the additional device or the app for signing. The Customer is solely responsible for the correct and careful preparation of the transactions and their validation before signing.
4.3 CLAG assumes no responsibility or liability for the content of the transactions, the way in which the rights granted to the blockchain addresses are executed, or the distribution or management of Digital Assets by the Customer.
4.4 Cryptographic transactions change data in the blockchain. Data in the blockchain are not stored in one place but exist on many different devices of a blockchain network. The network decides, based on internal rules, whether transactions are valid and whether the changes triggered by them are included in the blockchain data or not. The Customer is a participant in this blockchain network. Only valid transactions of the Customer and other users of the blockchain network can modify these data.
4.5 CLAG has no possibility to modify or influence these data at its own initiative in any way. All changes to the data are effected through valid transactions, which were previously signed by the Customer by means of his private key and after thorough examination by the Customer.
4.6 CLAG has no option to cancel, recall or invalidate signed transactions. CLAG therefore disclaims any liability for the outcome of the transactions in the blockchain.
4.7 By signing a transaction, the Customer irrevocably writes data to the blockchain. Data written to the blockchain can never be removed or changed. The Customer understands, acknowledges and confirms, that he is aware of this fact.
4.8 The transmission of blockchain transactions may cause processing fees (called gas costs) owed to the network. The Customer implicitly authorizes them with his cryptographic signature. The nature of blockchain networks makes an exact estimation of gas costs impossible. CLAG provides an esti- mate of +/- 10% accuracy for each of these transactions but is in no event liable if the effective costs exceed such estimate or the afore-mentioned 10%-range. If the Customer signs a transaction and sends it to the network for processing, CLAG assumes that the Customer has carefully reviewed the processing costs and approved them.
4.9 The Customer acknowledges that he understands the purpose and use of a blockchain and un- derstands that blockchains differ in their nature, cost, and transaction time. He confirms that he knows that the data is stored in blocks and that these blocks are created and validated by third parties. CLAG has no influence on the formation and validation of the blocks.
4.10 Transactions that change data in the blockchain are processed asynchronously. CLAG cannot give any warranty as to when a transaction will be processed. CLAG assumes no liability if transactions are processed too late or not at all.
5 DATA STORAGE AND DOCUMENT DB
5.1 CLAG operates a database for storing information about Digital Assets. This database is referred to as “Document DB”. It is an integral part of all infrastructure components and products and an implicit part of all Subscriptions.
5.2 The data stored in the Document DB contains descriptions of Digital Assets. These descriptions are maintained (created and amended) by the Customer. Each Digital Asset creates a separate record in the Document DB.
5.3 Data in the Document DB might contain false claims, wrong or other intended or non-intended fraudulent information, which might incur losses to third parties. CLAG has no means to verify the accuracy of data entered in Document DB and therefore disclaims all liability related thereto.
5.4 The Customer takes full responsibility to the legal extent possible for any content which is created in the Document DB by him and will indemnify and hold harmless CLAG from and against all actions, claims, liabilities, obligations, damages, or expenses arising in connection with the data stored in the Document DB, including but not limited to payment of all costs and expenses (e.g. lawyer’s fees) incurred on a full indemnity basis.
5.5 The data stored in Document DB is cryptographically referenced in the blockchain and linked to the associated Digital Asset. The link is made through a globally unique number – the Asset ID –, which exists in the blockchain as well as in the Document DB.
5.6 The Customer has the right to download and obtain data of his Digital Assets from the Document DB exclusively through the means and software tools provided by CLAG. The Customer has the right to share and distribute the data of his Digital Asset.
5.7 CLAG reserves the right to search the data entered in the Document DB for offensive or illegal content and take measures to remove or otherwise neutralize the whole record that is in violation with the law of Liechtenstein, or which is the subject of legal action from authorities within Liechtenstein or abroad.
5.8 The Customer understands and agrees that any measures which remove the record from the Document DB cannot erase the data which Customers may have downloaded. CLAG has no means to enforce deletion of downloads of the data by the Customer. The Customer understands and con- firms that the Asset-ID linkage in the blockchain allows to prove the authenticity of a download of the data at any later stage.
5.9 The Customer understands and agrees that data in the blockchain, especially the cryptographic reference to the data in the Document DB, cannot be removed, archived or otherwise made invisible or undone, and that data in violation of the laws of Liechtenstein or being the subject of legal action by any court within Liechtenstein or abroad may re-emerge, even after having been purged, deleted from or otherwise been neutralized in the Document DB.
6 TRANSMISSION OF DATA, DATA PROTECTION AND COMMUNICATION
6.1 CLAG is permitted to use any communication methods at its discretion for communication with the Customer. Subject to the following paragraphs of this article 6, CLAG takes customary measures to identify and prevent fraudulent activities.
6.2 The use of communication methods contains various risks which may result in loss or damages. Relevant risks may include the risk of transmission errors, mutilations or duplications or other irregularities, the risk of interception or manipulation of content by unauthorized third parties or the risk of introduction of viruses or other malware. The Customer acknowledges and agrees the risks associ- ated with the use of communications methods.
6.3 The Customer shall implement and maintain with due care all appropriate security precautions with respect to the communications methods used with CLAG and furthermore to protect the devices, systems, software and networks on their end against electronic attacks and unauthorized use.
6.5 The Customer further agrees that such recordings may be submitted as evidence in any proceedings related to a disputed instruction/transaction.
7 PRODUCTS AND SERVICES
7.1 CLAG grants its Customers the right to use its software products and services as defined in the Subscription. The customer receives no additional rights to CLAG products or services.
7.2 However, the Customer is prohibited from using the products and services in any way not pro- vided for in the Subscription without the prior written consent of CLAG.
7.3 Unless otherwise agreed in the Subscription, the Customer is prohibited from transferring or lending products or services or parts thereof to third parties. Furthermore, the Customer is not entitled to show the products and services in whole or in part in a public performance or representation, even if no fee is charged for it.
7.4 Unless otherwise agreed in the Subscription, the Customer may not sell, rent, lease, copy, mod- ify, adapt, redistribute, publicly display, transmit, modify, decompile, reverse engineer, disassemble, obtain the source code, sublicense or transfer any CLAG product or parts thereof to third parties for use or for any of the aforementioned purposes or transfer or assign rights to third parties without authorization.
7.5 CLAG provides apps and tools to be installed on the Customer’s devices and/or provides access to webportals to Customer. The Customer shall have the opportunity to enter data of its tokenized goods and services through its portal access (e.g. shares, commodities or services). CLAG itself is no issuer but supplies the software and services for processing existing information according to the needs of the Customer and making it available to the Customer and its End-Users. CLAG does not verify any entered information for completeness or correctness.
7.6 CLAG products and services are offered via cloud services that are not operated by CLAG. For this reason, CLAG is not liable for a failure of the application or for difficulties or non-functioning of downloads or content or other errors resulting from third party networks or nodes not functioning. The operators of the nodes are also not liable to the Customer for a failure of any product or service or for difficulties or the non-functioning of downloads or content or other errors.
7.7 The Customer shall provide to CLAG with all information and materials that CLAG may need to fulfill its duties under the Business Relationship or to comply with the applicable law. Any information and materials requested by CLAG will be made available to CLAG by the Customer without delay. The Customer warrants that all information and materials provided to CLAG are true, correct and not misleading. CLAG is in no way responsible for the consequences of inaccurate, incomplete or oth- erwise unsuitable information and materials.
8 SUPPORT AND UPDATES FOR PRODUCTS AND SERVICES
8.1 CLAG reserves the right to update any of its products and services at its own discretion, anytime, especially in the case of an emergency (e.g. in case of a software bug which endangers the integrity of the system). Except for cases of emergency, CLAG will give notice to the Customer 30 days in advance before performing the respective update.
8.2 CLAG provides information about its service level agreement (SLA) as part of the Subscription. The terms of the chosen service level as part of the Subscription shall apply.
9 FEES AND INVOICES
9.1 CLAG charges the Customer for the use of its products and services as agreed in the Order Form. Not included in these costs are all costs on the Customer’s side, such as telecommunication services or other fees any third party might claim, whose services the Customer uses in order to access CLAG products and services. Not included in these costs – unless explicitly specified – are all blockchain transaction fees (see article 4).
9.2 The Customer will receive invoices and notifications in the applicable intervals agreed in the Order Form. Any objection must be reported in written form within thirty (30) days of receipt. If no objections are made within that time, the respective statement and notice will be deemed as accepted by the Customer. CLAG reserves the right to charge the Customer retroactively for any expenses, such as taxes or fees, which may be incurred after closing the statement of the relevant period.
9.3 The invoices sent to Customer by CLAG are due for payment to the account of CLAG set forth on the invoice without deduction as agreed in the Order Form, or, for the lack of an agreement therein, as specified in the respective invoice.
9.4 The payment dates are also binding in the event that insignificant product parts or services are missing, or reworking proves necessary which does not make it impossible to use the CLAG products or services.
9.5 In the event of non-payment of an invoice when due, the Customer shall be in default without further notice. In the event of default CLAG shall be entitled to suspend the provision of its products and services and to charge the statutory default interest. Moreover, if CLAG does not terminate the Business Relationship with immediate effect according to article 15, all deadlines to be met by CLAG shall be extended by the period of default of payment.
9.6 The Customer shall only be entitled to offset or assert a right of retention if its claim is undis- puted or has been finally and legally established by a court of law.
10.1 Subject to the deadlines contained in the Order Form, deadlines are not binding on CLAG un- less CLAG has expressly accepted such deadlines as binding in writing.
10.2 In the event of binding deadlines pursuant to paragraph 10.1 above, CLAG shall only be obliged to meet the deadlines if the other parties involved (the Customer, the Customer’s auxiliary personnel and third parties) also meet the deadlines they are obliged to meet. Moreover, deadlines and obligations to cooperate shall not be binding on CLAG if reasons beyond CLAG’s control result in a delay or in the impossibility of rendering services or make available products or if obstacles arise which CLAG is unable to avert despite exercising due care, regardless of whether they arise at CLAG, at the Customer’s or at a third party’s premises.
10.3 In the event of non-compliance with the deadlines set out in point 10.2 above, the deadlines to be met by CLAG shall be postponed by a reasonable period of time, but at least for the duration of the delay. Fractions of days shall be deemed to be whole days for the purpose of determining the delay.
11 WARRANTY, LIABILITY AND INDEMNIFICATION
11.1 CLAG warrants that it provides its products and services as agreed in the Order Form observing the customary duty of care, subject to the exclusions and limitations set forth in the Terms and the Order Form. Any other warranty of CLAG for its products and services and any liability of CLAG for loss or damages suffered in the absence of any intentional or grossly negligent breach by CLAG of its duty of care is excluded to the extent legally permissible.
11.2 The liability of CLAG for direct, indirect or special damages or consequential damages arising from the use of any product or service or linked pages and applications, including without limitation damages such as loss of profit or revenue, interruption of business or professional activities, loss of programs or other data stored on your device is hereby waived to the extent permitted by law unless agreed otherwise in the Subscription.
11.3 Any complaints of the Customer regarding action or inaction of CLAG, including any products and services supplied by CLAG, shall be lodged with CLAG within thirty (30) days as of the date of the action or inaction in question. Otherwise, the respective action or inaction shall be deemed accepted by the Customer. Any corrections of products and services shall take place based on the support level agreement concluded between the parties as part of the Subscription. Any further lia- bility and/or warranty of CLAG is excluded.
11.4 It is not possible to produce completely error-free software. Any liability and/or warranty of CLAG for the faultlessness of software-related services is therefore excluded. CLAG shall in no case be liable for any loss of data and its consequences.
11.5 Insofar as the defects or undue performances concern products or services (or parts thereof) originally delivered by third parties (e.g. software from a sales partner/supplier/subcontractor), any liability and/or warranty on the part of CLAG is excluded from the outset. In return, CLAG hereby assigns to the Customer all rights which CLAG may be entitled to such third parties.
11.6 CLAG provides an infrastructure which uses blockchain technology or related technologies employing a distributed cryptographic ledger. The technology – including source code, software and tools – powering distributed cryptographic ledgers is provided by third parties. The Customer understands and agrees that CLAG has no possibility to control the technology, which is used for the underlying distributed cryptographic ledgers. The Customer understands and agrees that the technology – its source code, software and tools – may still be under development and may show weak- nesses or vulnerabilities in the near or far future, some of which may be grave and may impact business models built on digital assets on blockchain as a whole. The Customer fully acknowledges and accepts these and other risk inherent with using blockchain technology. CLAG is not liable for any of these risks under any title whatsoever.
11.7 The Customer understands and agrees that it is responsible and liable in all ways legally possible for its End-Users actions within the scope of the Terms. In particular, Customer undertakes to ensure that its End-Users fully comply with the Terms as well and accept them as if they were direct Customers of CLAG under the Terms.
11.8 The Customer acknowledges and agrees that CLAG does not provide any advice on tax or legal matters regarding the use and provisioning of CLAG products and services.
11.9 The Customer shall indemnify and hold harmless CLAG from and against all actions, claims, liabilities, obligations, damages, or expenses arising out of or in connection with the Business Relationship, including but not limited to payment of all costs and expenses (e.g. lawyer’s fees) incurred on a full indemnity basis, provided that such action, claim etc. is not based on a breach of CLAG’s obligation of the Terms or the Order Form or a breach of any third party-rights.
11.10 All other provisions set forth in the Terms or the Order Form governing warranties, liability or indemnity shall apply in addition to this article 11.
12 INTELLECTUAL PROPERTY RIGHTS
12.1 “Intellectual Property Rights” shall include, without limitation, all intellectual property rights, such as rights in trademarks, service marks, logos, brands, trade and/or business names, domain names, registered designs, patterns and design, copyright (including all such rights in computer software), ideas, algorithms, source and software codes, data and database rights, moral rights, patents and patent applications, inventions and all rights to use inventions, know-how, and similar and related rights, registering rights and processes and in each case whether registered or not and including applications for and renewals and extensions of any of the above rights or the right to ap- ply for any of the foregoing in any part of the world.
12.2 All Intellectual Property Rights related to the products and services provided by CLAG under the Business Relationship exclusively belong to CLAG, unless explicitly agreed otherwise in the re- spective Subscription.
12.3 The unauthorized use, reproduction or reproduction of the content or parts of the content of any of CLAG products or services is prohibited. No copyright, trademark or other legal notice may be removed from any CLAG product or service.
12.4 Intellectual Property Rights specifically created by CLAG for a Customer by extensions to the software the Customer has contracted and paid for shall belong to the Customer. However, the Cus- tomer obtains no Intellectual Property Rights in the other components provided by CLAG, even if removing those CLAG components would defunct the extensions to the software provided to the Customer.
12.5 CLAG does not grant the Customer any exclusivity for his business model. The Customer understands and agrees that CLAG is providing blockchain infrastructures for many customers, some of which may have the same business model as the Customer.
13 OUTSOURCING AND CONFIDENTIALITY
13.1 CLAG has the right to outsource business areas and services to group companies or third parties in- or outside of Liechtenstein. The Customer explicitly agrees that its data can be processed and sent to said parties in relation hereto. The Customer further agrees that said parties may transfer its data to further outsourcing providers. All provided data shall be kept confidential by the data processing parties.
13.2 The Customer releases CLAG, its group companies, employees and agents from applicable duties of confidentiality, secrecy or data privacy to the extent permitted under applicable laws:
14 COMPLIANCE WITH LAWS
The Customer confirms to comply with all legal laws and regulations applicable to the Customer and the Business Relationship, including (without limitation) tax, anti-money-laundering and data protec- tion legislation. The Customer shall further procure that his representatives act in a compliant manner as well.
15 TERM AND TERMINATION
15.1 The Terms are applicable starting from the date set forth on the title page and shall supersede all earlier versions thereof.
15.2 A Subscription or other agreed services within the Business Relationship are valid until termi- nated by the Customer or by CLAG. Unless the parties agree otherwise in the Order Form or another written agreement, such termination is possible anytime as per any date (also with immediate effect). In case of such termination, all rights of the Customer in any products or services of CLAG and any related obligations of CLAG towards the Customer will terminate automatically as per the effective date of the termination.
15.3 Moreover, any Subscription or other agreed services within the Business Relationship terminate automatically, immediately and without notice in case the Customer breaches his obligations under the Terms, the Subscription or any other agreement within the Business Relationship.
15.4 As per the effective date of termination, the Customer shall cease all use of CLAG products and services. After termination of the service duration, CLAG will disable login and API access for the customer and reserves the right to disable or remove the URLs and endpoints. Moreover, CLAG will immediately remove any apps from AppCenter and TestFlight and similar portals which have been made available through a CLAG account. Customer is responsible for removing any of his TEOS based apps from other portals or those previously mentioned where access to the apps has been made available through a Customer account.
15.5 In case of termination, the Customer shall have no claim for repayment of any fees paid earlier. Moreover, the Customer shall remain obligated to pay any fees or other consideration which the parties agreed to depend on the duration of the Business Relationship until the effective date of termination.
15.6 All provisions of the Terms regarding warranties, liability, indemnity, confidentiality, proprietary rights, and payment obligations shall survive the termination.
15.7 Thirty (30) days after the effective date of the termination, CLAG will delete any Customer- specific installations from its servers. CLAG is not obligated to keep backup data for the Customer. However, the Customer understands and agrees that even after termination of the Business Relationship Customer-specific content, such as Digital Assets and all entries to the blockchain which the Customer has made, will remain on the system.
16.2 The amendments shall be deemed to be accepted if the Customer does not object in written form within thirty (30) days of the date of the amendment or by continued using of the services or products of CLAG.
17.1 The Terms, together with the Order Form and other agreements within the Business Relation- ship, include all rights and duties of the parties with respect to the Business Relationship. They substitute all former oral or written agreements relating to the same subject. Except as provided herein, there are no side agreements.
17.2 Any amendments of the Order Form and other agreements within the Business Relationship are only valid if made by an instrument in writing duly executed by both parties.
17.3 The Business Relationship or any rights included therein may not be transferred by the Cus- tomer to a third party at any time.
17.4 In case one or more provisions of the Terms, the Order Form and other agreements within the Business Relationship should turn out to be invalid or unenforceable, the remaining provisions shall not be affected thereby. The invalid or unenforceable provisions shall be replaced by such valid and enforceable provisions that best reflect the commercial purpose of the respective invalid or unenforceable provisions. The same procedure shall apply in case of a gap.
18 APPLICABLE LAW AND JURISTDICTION
18.1 The Business Relationship and all disputes related thereto are exclusively governed by Swiss Law with the exclusion of its conflict of law principles and of international treaties.
18.2 The ordinary courts of Zug, Switzerland, shall have jurisdiction over any disputes arising from or relating to the existence of the Business Relationship. CLAG may also sue the Customer before any other competent court. Both parties agree to the effect that, before resorting to a court of law, they shall attempt to resolve, through a collaborative and cooperative understanding, any conflicts and differences of opinion in connection with the Business Relationship.
18.3 The place of performance and debt collection for the Customer is the City of Schaan, Liechtenstein.