1. Preamble

1. “Kryptoberg” is a brand used by BNC s. r. o., a company incorporated under the laws of the Slovak Republic, with its registered office at Registered Address, Company ID (IČO):47157836 (hereinafter the “Provider” or “Kryptoberg”).
   
   

2. Kryptoberg is specialised in Bitcoin and cryptocurrency mining solutions. The Provider:

   • sells mining hardware (“Devices”), and

   • offers optional hosting services for such Devices in professional data centres (“Hosting Services”).
     
     

3. Kryptoberg cooperates with technical partners and data-centre operators. The concrete hosting location(s) (country, site, capacity, cooling type, etc.) are specified in the individual offer and/or Hosting Agreement for each project. Additional hosting locations may be added over time.
   
   

4. These General Terms & Conditions (the “T&Cs”) govern:
   
   

   • the sale of Devices (Section 5), and

   • the optional Hosting Services (Section 6), which are usually governed in detail by a separate written Hosting Agreement concluded under Slovak law with Kryptoberg or its designated hosting partner.

   In case of any conflict between these T&Cs and an individually signed Hosting Agreement, the Hosting Agreement prevails.
   
   

5. Kryptoberg does not provide crypto-asset services within the meaning of Regulation (EU) 2023/1114 on Markets in Crypto-assets (MiCAR), in particular no custody, management or exchange of crypto-assets for clients. Mining rewards are paid directly by mining pools to wallets controlled by the customer.
   
   

6. Kryptoberg’s offering is primarily directed at business customers (B2B), i.e. entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). If consumers (§ 13 BGB) are addressed in individual cases, separate consumer information and withdrawal rights will be required, which are not part of this document.

2. Scope of Application

1. These T&Cs apply to all contracts relating to the sale of Devices and the provision of Hosting Services between Kryptoberg and the customer (the “Customer”).
   
   

2. Any general terms and conditions of the Customer that deviate from, conflict with or supplement these T&Cs shall not become part of the contract, unless Kryptoberg expressly agrees in written form.
   
   

3. These T&Cs also apply to future business with the same Customer, even if not explicitly referred to again at the time of conclusion.

3. Definitions

For the purposes of these T&Cs, the following definitions apply:

1. Mining Hardware / Device
   Any ASIC miner or comparable hardware sold by Kryptoberg which is suitable for mining crypto-assets, in particular Bitcoin (SHA-256) or Scrypt-based coins.

2. Miner
   The specific Device owned by the Customer; in the context of hosting, “Miner” may also describe the abstract allocation of hashrate associated with that Device.

3. Hashrate
   The computational power of a Device (e.g. in TH/s or GH/s), as a key metric for mining performance.

4. Hosting Services / Hosting
   The operation, power supply, cooling, monitoring and technical management of Customer Devices in a data center organized by Kryptoberg, in accordance with the Hosting Agreement.

5. Hosting Fee
   The fee payable by the Customer for Hosting Services, typically calculated based on actual energy consumption (kWh) of the Device plus a service margin, according to the then-current price list or individual agreement.

6. Profitability
   A purely descriptive state in which the mining rewards generated by a Device are sufficient to cover the ongoing Hosting Fees. It is a technical indicator only and not a guarantee.

7. Negative Balance
   A state in which the Customer’s internal balance with Kryptoberg is insufficient to cover outstanding Hosting Fees and any agreed storage / remarketing costs, giving rise to a payment claim and potential contractual remedies (e.g. suspension, lien, sale, or, where explicitly agreed, transfer of ownership).

8. Dashboard / Customer Portal
   An online portal provided by Kryptoberg through which the Customer can view and manage Devices, hosting status, internal resales and relevant performance metrics.

9. Failover Concept
   A technical and organizational concept under which Kryptoberg aims, where reasonably possible, to provide substitute hashrate from reserve capacity or other devices in case a hosted Device fails, underperforms or must be shut down temporarily.

10. Internal Marketplace
    A platform operated by Kryptoberg on which Customers may sell Devices (or, if implemented, abstract Miner units) to other Kryptoberg customers. Kryptoberg may charge a commission on such trades.

4. Contract Formation / No Binding Offers on the Website

1. The information, prices and device specifications displayed on the Kryptoberg website, in presentations or other materials do not constitute a legally binding offer. They are merely an invitation to submit an offer (invitatio ad offerendum).
   
   

2. The Customer submits a binding offer to enter into a contract by:

   • placing an order via the online order form, or

   • confirming in writing or in text form (e.g. e-mail) a quote provided by Kryptoberg

   
   

3. A contract is concluded when:

   • Kryptoberg explicitly confirms the order in text form (e.g. e-mail), or

   • Kryptoberg issues an invoice and the Customer pays it in full, or

   • Kryptoberg delivers the Devices or puts them into operation, depending on what is specified in the individual offer as the acceptance mechanism.

   
   

4. Kryptoberg reserves the right to reject Customer offers at its own discretion, in particular in case of doubts regarding identity, creditworthiness, compliance or lawful use of the Devices.

5. Sale of Devices (Hardware)

1. The subject matter of the purchase contract is the sale of the Devices specified in the offer / order (model, quantity, performance data).
   
   

2. Transfer of ownership

   • Ownership of the Devices passes to the Customer only upon full payment of the purchase price.

   • Until full payment has been received, Kryptoberg retains ownership (retention of title).

   • The Customer must not pledge, sell or otherwise dispose of Devices subject to retention of title without Kryptoberg’s prior written consent.

   
   

3. Delivery options

   The Customer may choose between:

   a) delivery to the address specified by the Customer; or

   b) direct delivery to the hosting data centre specified in the individual offer / Hosting Agreement for commissioning under that Hosting Agreement.

   Detailed delivery terms, Incoterms, insurance arrangements and any customs handling are set out in the individual offer.

   
   

4. Hardware-only option
   The Customer may purchase Devices without Hosting. In this case, Kryptoberg’s obligations generally end upon delivery of the Devices; any additional services (e.g. consulting, setup, RMA handling) require a separate agreement.
   
   

5. Technical specifications
   Performance data (hashrate, power consumption, noise level, etc.) shown on the website or in offers are based on manufacturer specifications and typical operating conditions. Minor deviations within standard industry tolerances do not constitute a defect.
   
   

6. Lead Times & Availability
   Concrete delivery periods and availability are specified in the offer. Delays caused by the manufacturer, logistics providers, customs, force majeure or regulatory restrictions remain reserved. Remedies in case of delay (if any) will be governed by Slovak law and the individual offer.

6. Optional Hosting Services (Hosting Agreement)

Important: Hosting is provided on the basis of a separate written Hosting Agreement. In case of any discrepancy, the Hosting Agreement prevails.

6.1 Scope of Services

1. Kryptoberg offers optional Hosting Services for Devices acquired from Kryptoberg or, if expressly agreed, for compatible Devices supplied by the Customer. The Hosting Agreement is concluded separately, but usually in connection with the sale of Devices.
   
   

2. The Hosting Services in particular include:

   • provision of rack / space at the hosting data centre specified in the Hosting Agreement,

   • power supply under the agreed electrical parameters,

   • cooling / climate control (air or liquid, depending on the site and Devices),

   • network connectivity and connection to mining pools,

   • monitoring of operational status,

   • basic maintenance, diagnosis and repair of technical faults,

   • customer communication and reporting.

   
   Kryptoberg may engage subcontractors and partner data centers inside and outside the EU to perform the Hosting Services.

6.2 Term and Termination

1. Unless otherwise agreed, Hosting Agreements:

   • are concluded for an indefinite period with a minimum binding term of 12 months, and

   • can be ordinarily terminated only after this minimum term, with a notice period defined in the Hosting Agreement (e.g. 30 days).

   
   Early removal or relocation of Devices before the end of the minimum term may be possible only:

   • with Kryptoberg’s prior consent, and

   • against payment of an agreed one-off fee and all related logistics costs (disconnection, packaging, transport),

   
   

   as reflected in the Hosting Agreement. The right to extraordinary termination for good cause remains unaffected. Good cause may exist in particular if:

   • the Customer is in material default of payment,

   • the Customer commits a serious breach of contractual obligations,

   • regulatory or legal changes make mining operations at the Hosting Location unlawful or unreasonable,

   • the Customer’s conduct creates recurring, unacceptable security, compliance or reputational risks.

6.3 Hosting Fees, Billing and Negative Balance

The Hosting Fee is typically calculated on the basis of the Device’s power (kW), hours per day, days per month and agreed price per kWh, as described in the Hosting Agreement or price list.

Generally:

• The Hosting Fee is payable monthly in advance, by a fixed due date.

• The Customer may, if agreed, pay via bank transfer and/or selected crypto-assets, or via deductions from mining proceeds.

If the Customer fails to pay the Hosting Fee on time:

• Short delay (e.g. more than 10 days)

  Kryptoberg / the hosting partner may suspend hosting (shut down the Device) until the outstanding amounts are paid.

• Repeated late payment (e.g. three consecutive months)

  Kryptoberg / the hosting partner may obtain a right of retention over the Devices as security for unpaid hosting fees, in line with the Hosting Agreement and applicable Slovak law.

• Long-term non-payment (e.g. six consecutive months)

  As a last resort under the Hosting Agreement and applicable law, ownership of the Devices may be transferred to the hosting provider and/or the Devices may be sold to cover outstanding fees and costs. Details (timelines, notification, valuation, settlement of any surplus) are set out in the Hosting Agreement.

The Customer explicitly acknowledges and accepts that persistent non-payment may lead to suspension of service and, as a last resort under Slovak law and the Hosting Agreement, loss of ownership and/or sale of the Device to cover unpaid hosting fees.

6.4 Failover Concept

Where reasonably possible, Kryptoberg aims to maintain effective hashrate delivery by:

• repairing defective Devices within a reasonable period, and/or

• providing temporary substitute hashrate from reserve capacity or other Devices.

Kryptoberg may publish aggregated hashrate / uptime statistics for transparency. However:

• the Failover concept is a best-effort service feature, not a strict contractual guarantee;

• mining rewards remain influenced by factors outside Kryptoberg’s control (network, pool, difficulty, etc.).

6.5 Internal Marketplace & Resale Options

1. Kryptoberg may operate an Internal Marketplace on which Customers can offer their Devices for sale to other Kryptoberg customers. Use of the marketplace is subject to any separate marketplace terms and conditions.
   
   

2. Kryptoberg may charge a commission on each successful transaction.
   
   

3. Kryptoberg may optionally offer an “instant sell” feature, allowing Customers to sell Devices back to Kryptoberg at an internally determined buy-back price. The Customer has no legal entitlement to an instant buy-back; Kryptoberg decides on a case-by-case basis.
   
   

4. Hosting-related service features (e.g. maintenance history, uptime logs, failover eligibility) may, where technically feasible, be displayed and transferred to the buyer together with the Device.

7. Mining Rewards and Regulatory Classification

1. Kryptoberg provides infrastructure only. Mining is performed by the Customer’s Devices in connection with one or more mining pools operated by third parties.
   
   

2. Mining rewards (coins, tokens) are paid directly by the mining pool to a wallet specified by the Customer. Kryptoberg does not have access to these rewards and does not hold crypto-assets for Customers.
   
   

3. In particular, Kryptoberg does not provide:

   • custody or administration of crypto-assets for third parties,

   • exchange of crypto-assets for fiat or other crypto-assets,

   • portfolio management or investment advice.

   
   

4. The Customer is solely responsible for:

   • choosing and configuring mining pools (unless otherwise agreed),

   • managing wallets and private keys,

   • complying with all applicable tax obligations (incl. declaration of mining income),

   • complying with all applicable legal and regulatory obligations in their jurisdiction.

8. Risks of Crypto Mining

1. Volatility
   Markets for Bitcoin and other crypto-assets are highly volatile. Prices can fluctuate significantly. Kryptoberg gives no guarantee for any specific price or profit.

2. Mining Difficulty & Rewards
   Mining difficulty, block rewards and network hashrate change over time. A Device that is profitable today may generate only low or no net profits in the future.

3. Network & Technology Risks
   Forks, protocol changes, software bugs, 51% attacks or other network issues can disrupt mining or delay payouts. Mining pools may also experience outages or technical problems.

4. Regulatory Risks
   Changes in laws and regulations (e.g. mining bans, restrictions on electricity use, changes in tax law) may impact mining operations and profitability or make operations at certain locations impossible.

5. Operational Risks
   Power outages, internet connectivity issues, hardware defects, cooling problems or force majeure at the Hosting Location may lead to downtime and loss of rewards. Kryptoberg strives to minimize such events but cannot exclude them.

6. The Customer expressly acknowledges and accepts that the full economic risk of using the Devices for mining lies with the Customer.

9. Liability

1. Kryptoberg shall be liable without limitation for damages arising from:

   • intent or gross negligence,

   • injury to life, body or health,

   • mandatory liability under applicable product liability law.

   
   

2. In case of simple negligence, Kryptoberg is only liable for breaches of material contractual obligations (cardinal duties). In such cases, liability is limited to the foreseeable damage typical for the contract.
   
   

3. Kryptoberg is not liable for simple-negligence breaches of non-material obligations.
   
   

4. In particular, Kryptoberg shall not be liable for:

   • lost profits, indirect or consequential damages,

   • losses caused by price movements or lack of mining profitability,

   • disruptions or failures of mining pools, blockchain networks or third-party infrastructure,

   • damage caused by improper operation, modification or unauthorised interference by the Customer or third parties.

   
   

5. Where permitted by law and the Hosting Agreement, overall liability arising from Hosting Services may be limited to a multiple of the Hosting Fees paid in a defined period (e.g. the sum of fees paid in the last three months). The exact limitation is set out in the Hosting Agreement.
   
   

6. To the extent that liability of Kryptoberg is excluded or limited, this shall also apply to the personal liability of its legal representatives, employees and vicarious agents.

10. Customer Obligations

1. The Customer undertakes to:

   • provide complete and accurate information during registration and ordering and to keep such information up to date,

   • keep access credentials (e.g. for the Dashboard) confidential,

   • comply with all applicable laws and regulations (in particular tax, financial, export and sanctions law),

   • inform Kryptoberg without undue delay of any changes to contact details, legal status (e.g. legal form, registered office) or beneficial ownership.

   
   

2. The Customer shall indemnify and hold Kryptoberg harmless from and against all third-party claims which arise from unlawful use of the services by the Customer or from the Customer’s breach of these T&Cs or applicable law.

11. Force Majeure

1. Neither party shall be liable for any failure or delay in performing its contractual obligations if such failure or delay is due to events of force majeure. Force majeure includes, but is not limited to:

   • natural disasters, war, terrorism, civil unrest,

   • governmental orders, export restrictions or sanctions,

   • prolonged power outages, large-scale network failures,

   • pandemic-related shutdowns, logistics disruptions, or serious supply chain interruptions.

   
   

2. Kryptoberg shall notify the Customer of the occurrence and end of a force majeure event as soon as reasonably possible.

12. Governing Law, Jurisdiction, Contract Language

1. These T&Cs and all contracts between Kryptoberg and the Customer are governed by the laws of the Slovak Republic, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
   
   

2. The Customer is an entrepreneur within the meaning of § 14 BGB (for German customers) and comparable provisions under applicable law., a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes shall be the registered office of the Provider (Kosice, Slovak Republic), unless mandatory law provides otherwise.
   
   

3. The contract language is the language specified in the individual agreement (Slovak, German or English). If multiple language versions exist, the version specified as prevailing in the individual agreement shall govern. If no prevailing language is specified, the English version shall govern.

13. Final Provisions

1. Amendments and supplements to these T&Cs and to any contracts concluded hereunder must be made in written form (including text form where legally sufficient). This also applies to amendments of this written-form clause.
   
   

2. If any provision of these T&Cs is or becomes invalid or unenforceable, the remaining provisions remain unaffected. The invalid provision shall be replaced by a valid provision which comes closest to the economic purpose of the invalid provision.
   
   

3. Kryptoberg may amend these T&Cs with effect for the future. Changes will be communicated to the Customer in text form. If the Customer does not object within 4 weeks of receipt, the amended T&Cs shall be deemed accepted.