General Hosting Agreement
Last updated: October 23, 2018
Blockbase Group DWC LLC (Reg.-Nr. 6422) registered at Dubai World Central DWC Business Center 1st Floor, Box 390667, Dubai Logistics City, United Arab Emirates, hereinafter referred to as the “Host”, and the “Customer”, together referred to as the “Parties” and individually as the “Party”, have concluded this agreement as follows:
The Data Center – (hereinafter referred to as DC) is a specialized premises offered by the Host, which implements a set of solutions, technologies and organizational processes aimed at providing services for the placement of Miners with the provision of engineering support, connection to electricity, internal networks and the internet. The DC is for commercial use and does not assume exclusive use by the Customer.
Miners – devices (including but not limited to the following types of devices: computers, servers, processors, communication devices, power supply units) owned by the Customer, installed by the Host and located in the DC.
Hosting Service for the Miners – (hereinafter referred to as Hosting) – implemented by the Host for the placement of the Customer’s Miners in the DC for the Customer, ensuring the safety and operation of the Customer’s Miners, connection to electricity and the internet, and servicing the Miners.
1. The Subject of the Hosting Agreement
1.1. The subject of this contract is the provision by the Host to the Customer of the service of installing the Miners in the DC of the Host in the manner and on the terms and conditions provided in this Hosting Agreement.
2. Rights and Obligations of the Parties
2.1. The Host undertakes:
2.1.1. Organize and provide the Customer with the Hosting in accordance with technical regulations and rules within the terms provided by the Hosting Agreement.
2.1.2. In the event of a Customer sending their own Miners, install the Customer’s Miners and connect them within 5 business days of arrival at the DC. If more than 3000 Miner need to be installed the Host has up to 10 business days.
2.1.3. Ensure the operational and technical expertise of the engineers in the DC.
2.1.4. Upon the Customer’s request, to provide physical access for the Customer to the Miners within 1 (one) month’s written notice sent to the Host before access.
2.1.5. Upon the Customer’s request to return the Miners within 15 days, in the absence of any debt of the Customer to the Host, and at the logistical and administrative expense of the Customer.
2.1.6. Inform the Customer about any emergency situations that make it difficult to receive the Services. To eliminate accidents within the Host’s area of responsibility and their consequences in the DC.
2.1.7. Take all available measures for the safety of the Customer’s Miners.
2.1.8 Maximise uptime and performance. While our DC experienced an uptime of more than 99%, the Host cannot provide a guarantee for the performance of the mining equipment.
2.2 The Customer undertakes:
2.2.1. Timely payment for Hosting as defined in 3.1
2.2.2. Transfer of any Miners to the Host in good working order. Technical checkup will be made on arrival – and any notes will be added as an Addendum to the first Invoice.
2.2.3. If this agreement is terminated (as defined in 5.3), pay all debts and finance the transfer of the Miners. If after termination the Customer does not transfer the Miners within 15 days and/or the debt is not payed, the Host reserves the right to allocate the Miners to its own pool, until the debt is paid and/or the Miners are transferred.
2.2.4. Provide information to the Host in the form of oral and written communication, giving explanations and providing any other additional information that the Host may need to provide the Hosting.
2.3 The Host has the right:
2.3.1. Receive from the Customer the information necessary to fulfill the terms of the Hosting Agreement.
2.3.2. Disconnect the Miners in the event of a delay in the Customer’s payment for services for more than 5 (five) business days, while the obligation for payment is preserved.
2.3.3. Hold the Miners until the debt is fully repaid.
2.3.4. In case of Miners malfunction, notify the Customer within 24 hours from the time the malfunction is detected.
2.4 The Customer has the right:
2.4.1. To monitor the progress of the Host’s rendering of the Hosting under the Hosting Agreement.
2.4.2. To address to the Host all issues relating to the conditions and quality of the Hosting provided.
2.4.3. To request a pause of Hosting services for up to 6 weeks per year in which Miners are switched off and no Hosting Fee is due.
3. The amount and order of payment for Hosting
3.1. The amount of payment (so called Hosting Fee) is determined according to the combined costs of electricity, infrastructure and management fee defined on www.blockbasemining.com/pricing and includes:
– Costs of providing the Miners with power;
– Costs of internet connection and use of communication channels;
– Miners maintenance costs;
– Physical and technical security of the DC (video surveillance system, limited physical access);
– Custom-developed mining monitoring and reporting software
– Ensuring optimal climate;
– Services for placing Miners in specialized racks;
– Insurance coverage for damages caused by fire, water and theft.
– Installation costs if Miners have not been purchased through Host and been delivered by Customer.
– Repairs: In case 1 or more Miner are non-functional, Host will inform Customer about any repair options and cost estimates after an inspection. If Miners can be repaired and Customer’s orders Host to do so, these repair services and spare parts will be charged on the next invoice.
3.2. The costs in 3.1. can be changed by the Host unilaterally. The Host is obliged to notify the Customer not earlier than 1 calendar month before the new cost of services comes into effect.
3.3. The Hosting Services shall be paid for on a monthly, 6-months or annual basis in advance in order to power miners.
3.4. In case of delay in payment, the Customer the Host reserves the right to disconnect the Customer’s Miners until payment is fulfilled.
3.5. In the case of settlements for the incomplete month of the provision of the Hosting, their cost is calculated from the actual number of days of the provision of the Hosting, with the month being taken as equal to 30 (thirty) days.
3.6. The following payment methods are accepted: Bitcoin (BTC), Ethereum (ETH), Wire Transfer of Euro (EUR) and Credit Card.
4. Responsibility of the Parties
4.1. The Parties are responsible for non-fulfillment or improper performance of the terms of this Hosting Agreement in accordance with the current legislation of the Host’s country.
4.2. If the Miners transferred by the Customer is damaged or lost through the fault of the Host or third Parties after the Act of acceptance has been signed, the Host undertakes measures to replace the Miners with similar Miners within one (1) month or compensates the Customer the damage at the market price at the time of loss, taking into account depreciation, negotiated with the Customer.
4.3. The Host is not liable for lost opportunities for any reasons outside of the Hosting Agreement.
4.4. The Host shall not be liable for temporary interruptions in the operation of the Miners caused by reasons that do not depend on the actions or inaction of the Host, including those caused by actions of third Parties, suppliers providing the connection of the Miners to the electric and communication networks, the actions of state bodies, as well as natural disasters and other circumstances of force majeure.
4.5 The Host will protect all data connected to the Customer in line with the Host’s GDPR Policy.
5. Term of the Hosting Agreement
5.1. The Hosting Agreement is open-ended provided Customer pays Hosting Fee in advance.
5.2. Termination of this Hosting Agreement does not exempt the Parties from fulfilling their existing obligations to each other.
5.3. The contract can be terminated:
By agreement of the Parties;
At the initiative of the Customer upon expiration of the prepaid hosting period.
At the initiative of the Host. The Host is obliged to notify the Customer about termination at least 30 (thirty) calendar days before the expiration of the prepaid hosting period, and also transfer the Miners to the Customer in full and proper quality.
6. The procedure for resolving disputes
6.1. Disputes and disagreements arising in the performance of this contract are resolved through negotiation.
6.2. If it is not possible to resolve disputes by negotiation, disagreements shall be resolved in court at the location of the Host.
7. Circumstances of force majeure
7.1. Neither Party will be liable for non-fulfillment or delay in the performance of its obligations if such failure or delay in execution is caused by force majeure circumstances, on the occurrence of which the Parties could not know in advance and whose occurrence could affect the timely fulfillment of their obligations by the Parties. The Customer can decide to switch off their machine due to force majeure circumstances, with 24 hour notice.
7.2. The burden of proving the existence of the circumstances specified in clause 7.1. rests with the Party that has not fulfilled its obligations.
8. Final provisions
8.1. The invalidity of one or more clauses of this Hosting Agreement shall not entail invalidity of the contract as a whole.
8.2. This Hosting Agreement is made in two copies, one for each Party. Both copies have equal legal force.
8.3. The Parties allow the exchange of copies of the contract, annexes and attachments to it, invoices, notices, claims, accounting and other documents by email or other electronic communication means. Correspondence by email has the power of a simple electronic signature and is equivalent to paper documents with personal signatures of the Parties.
8.4. The Parties undertake to maintain the confidentiality of credentials for access to e-mail and other electronic means, involved in communication, and not transfer them to third Parties.
Blockbase Group DWC LLC
Dubai World Central DWC Business Center
1st Floor, Box 390667
United Arab Emirates
Dubai Logistics City
+43 (0)1 934 61 87