Terms & Conditions (Location Hosting)
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General terms and conditions and customer information for location rental agreement
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Contents
1) Scope of application, the subject matter of the contract.
2) Conclusion of contract – Specification of the rental object.
3) Delivery time, cooperation obligations of the lessee ownership of the hardware, maintenance/replacement.
4) Fixed and variable rent, settlement.
5) Changing the network, survival mode.
6) Abuse.
7) Liability of the landlord for traffic safety.
8) Liability of the tenant and traffic safety obligations.
9) Duration and termination of contract and return of hardware.
10) Liability of the landlord for defects.
11) Place of jurisdiction.
13) Alternative dispute resolution.
1) Scope of application, subject matter of the contract
1. These are the General Terms and Conditions (from now on, “GTC”) of Easynav.xyz gmbh, Wiesengrundstrasse 8, CH-8805 Richterswil, Switzerland (from now on “Lessor”), apply to all contracts for the rental of a location for a MobileCM base station by a customer (from now on “Lessor”) to Easynav.xyz gmbh (from now on “Lessee”), which is concluded via the Lessee website and on the basis of the further components of the rental contract set out therein.
2. the inclusion of the Lessor’s terms and conditions is, at this moment, objected to unless otherwise agreed.
3. consumer within the meaning of these GTCs is any natural person who concludes a legal transaction for purposes that can predominantly be attributed neither to their commercial nor their independent professional activity. An entrepreneur within the meaning of these GTCs is a natural or legal person or a partnership with legal capacity who or which, when entering into a legal transaction, acts in the exercise of his or its trade, business, or profession.
4. the Lessee rents a location or installation site (including Internet and power grid connection) from the Lessor to operate a so-called MobileCM base station. In this respect, the Lessor shall provide the Lessee with a sufficiently large area, which shall be specified in more detail when the contract is concluded, and allow the Lessee to set up such a miner there for the entire contract term. The hotspot serves the Lessee to set up a so-called GNSS network to correct GPS signals (from now on referred to as the “Network”), which is integrated into the so-called Geodnet network. For its part, the Geodnet network serves to ensure network coverage for so-called Internet-of-Things end devices, which can be used by companies that offer such end devices. It is essential for the subsequent functioning of the network that the individual miners are set up in suitable locations. Therefore, the Lessee shall request the Lessor to submit offers for the conclusion of a contract for suitable installation sites/locations in the opinion of the Lessor, based on the descriptions on the website of the Lessee, and shall only accept these offers if, among other things, the requirements for the suitable installation site/location are met. The Lessor shall receive a fixed rental fee. Details can be found in the descriptions on the Lessee’s website and in the GTC below.
2) Conclusion of contract – Specification of the rental object
1. the descriptions on the Tenant’s website regarding the content of the desired rental agreements do not constitute binding offers on the part of the Tenant but serve to submit a binding offer by those who would like to conclude a contract with the Tenant as a landlord.
2. The landlord can submit the offer via the online form integrated into the Tenant’s website. The landlord can read the descriptions on the website (describing both the contractual components and the functionality and characteristics of the hotspot in question) and then click on “Create offer” to start submitting his binding contractual offer. He will be forwarded to a subsequent page where he enters his data and the installation site/location data for the miner (= rental object) he offers explicitly for rental. The main contents of the contract are also shown on the page. The lessor can then submit a legally binding offer to the lessee by clicking on the button (“Inquiries”) that concludes the offer creation process.
3. The Lessee can accept the Lessor’s offer within five days by sending the Lessor a written order confirmation or an order confirmation in text form (e-mail), whereby the receipt of the order confirmation by the Lessee is decisive in this respect. The period for acceptance of the offer by the Lessee begins on the day after the Lessor sends the offer and ends at the end of the fifth day following the sending of the offer by the Lessor. Suppose acceptance is not made within this period. In that case, the offer shall be deemed rejected, resulting in no contract being concluded and his declaration of intent no longer binding the landlord.
4. when submitting an offer via the tenant’s online form, the text of the contract is saved by the tenant after the contract has been concluded and sent to the landlord once again in text form (e.g., e-mail, fax, or letter) after the landlord has sent his offer. The tenant shall not make the text of the contract accessible beyond this.
5. before the landlord’s offer is submitted bindingly via the tenant’s online form, he can recognize possible input errors by carefully reading the information displayed on the screen. The magnification function of the browser can be an effective technical means of better-recognizing input errors. It is possible to correct entries as part of the electronic offer creation process using the usual keyboard and mouse functions until the button concluding the offer creation process has been clicked.
6. Only English is available for the conclusion of the contract.
7. the conclusion of the contract and subsequent contact are usually e-mail and as part of the (partially) automated processing via the tenant’s website. The landlord must, therefore, ensure that the e-mail address he provided when submitting the offer is correct, i.e., that he can also receive the e-mails sent to this address by the tenant. In particular, when using SPAM filters, the landlord must ensure that all e-mails sent by the tenant or third parties commissioned to process the offer or contract can be delivered.
3) Delivery time, tenant’s obligations to cooperate and ownership of the hardware, maintenance/replacement
1. the hardware (miner and accessories) described on the Lessee’s website shall be made available to the Lessor as described on the website after the conclusion of the contract. The Lessee shall transport the hotspot and accessories to the agreed installation location either by a transportation service provider or its personnel but at its own expense. The information provided by the Lessee in the description when submitting the offer shall apply to the delivery time. Specified delivery times are generally regarded as non-binding unless expressly agreed as binding and depend on the availability of the equipment.
2. as soon as the miner has been delivered, the lessor must set it up at the agreed installation site and leave it there for the entire rental period. The Lessor shall set up and use the Miner by the instructions for use, which were sent to him by e-mail before or upon conclusion of the contract and are available at any time from the manufacturer hyfix.ai.
3. To safeguard the interests of both parties, the lessor undertakes to set up the miner in the best possible way per the local conditions. The instructions for use (see Quick-Guide v3.1 or newer) provide information on what needs to be observed for the best possible function. The Lessee shall also advise the Lessor on this matter during regular office hours on request by telephone and e-mail.
4. the Internet and power grid connection owed at the installation site by the contract is necessary for the operation of the hotspot and must, therefore, be maintained by the Landlord for the entire term of the contract; the hotspot must be connected to the Internet and power grid upon installation and left connected in this respect. The power requirement is less than 1W.
5. The costs incurred by the landlord for the uninterrupted power supply and permanent connection of the hotspot to the Internet shall be deemed covered by the rent payment. The Landlord shall not charge any other ancillary costs.
6. the tenant may (depending on local and personnel requirements) offer to have the hotspot installed at the installation site by its personnel or a contracted company. This requires a separate agreement between the parties (which may also be subject to a charge).
(7) The hardware provided to the Lessor to execute the contract shall always remain the property of the Lessee.
(8) The hardware is always technically set up, so it should not be possible to use it to establish a connection to the network in the event of theft and unauthorized use by a third party. Irrespective of this, the Lessor is obliged to ensure the physical security of the hardware at all times and to protect it from damage (in particular but not exclusively due to natural events, fire, water damage, access by third parties, theft, vandalism).
9. if malfunctions or problems of any kind occur (this also and especially applies to damage events), the lessor is obliged (duty to cooperate) to notify the lessee immediately (ideally in writing or text form, e.g., by e-mail) and to support the lessor in remedying them to the best of his ability; if necessary, to provide access to the hardware to vicarious agents/employees of the lessee for this purpose.
10. the Lessor is obliged to notify the Lessee immediately if it becomes apparent that it cannot guarantee the agreed installation location for the entire remaining term of the contract, e.g., because it intends to give up the premises in which the installation location was provided. At the request of the Lessee, the Lessee must provide suitable evidence of this (e.g., by submitting letters of termination, certificates of change of address rental contracts, etc.).
11. the Lessee shall be entitled to replace the contractual hardware at any time, particularly if this becomes technically necessary. It shall do so at its own expense. The Lessor shall be obliged to grant the Lessee access to the site – after giving the Lessee sufficient advance notice – to enable the hardware to be replaced.
4) Fixed and variable rent, billing
1st variant Payment using fixed annual remuneration in the form of fiat money:
To provide the rental object (location/installation site including Internet and power connection for the hardware), the tenant pays the landlord a fixed basic rent of $150 per year. This is due immediately after successful commissioning and verification in the system.
2nd variant is the direct payment of GEOD tokens to a wallet of the lessor.
If the tenancy begins and ends during a current calendar month, the rent for the current month shall be reduced accordingly.
2. the operator of the Geodnet network reimburses the tenant for the provision and network connection of the hardware installed at the local landlord’s premises. After deducting its costs, it generates a certain amount of income from each hotspot. This is calculated as follows: Example: a hotspot generates 1,440 GEOD tokens per month, which for €0.05 (as of 18/09/2022) per GEOD token corresponds to $72, of which 20% is passed on to the location host, which corresponds to around $14.40, with a consumption of 1W and an electricity price of €0.2/kWh = €0.20 per month, a generated revenue of $14. The tenant realizes the income in the form of so-called GEOD-Coins. This is a cryptocurrency based on the GEODNET network. It is not money in the legal sense but a digital asset that acts as a medium of exchange. Assets are allocated via blockchain technology and associated user wallets (“digital wallets”). The value of the coins relative to the euro depends on the GEOD exchange rate, which is not calculated but is created by supply and demand. Thanks to the decentralized structure of Bitcoin, there is no central bank or similar body that can influence the rate or even set an exchange rate, so this value fluctuates constantly.
3. the landlord regularly receives a 20% share of the net income (4.2) generated by the miner installed at the premises; the payment represents a variable rent component paid by the tenant in addition to 4.1.
5 Upon conclusion of the contract, the Lessor shall be requested by the Lessee to choose and indicate whether he wishes to receive payment of his variable rent components in GEOD Coins to his wallet or in $ by bank transfer or credit card transfer. They will also be asked to provide their wallet or account details. The Lessor’s variable rent share shall be paid out within 14 days of the settlement date in GEOD-Coins or euros to the Lessor’s wallet or bank account at the Lessor’s discretion.
6. the lessor can provide additional or amended wallet or bank account details during the contract term. The change request requires the express declaration of the landlord to the tenant in writing or at least in text form. For such changes to be taken into account, a corresponding change request from the Landlord must be received by the Tenant before the settlement date. Any fees for changing this data in the system shall be borne by the Lessor, who shall be responsible for providing proof of receipt.
7. the tenant reserves the right to offset any claims to which it is entitled against the landlord (in particular claims for damages), irrespective of the legal grounds on which they may have arisen, against the variable rent components to which the landlord is entitled. In this case, the set-off shall be made by deduction in the statement or by separate declaration to the landlord. The tenant then only owes a payment if a residual amount from the variable rent component remains after offsetting. Offsetting shall be based on the $ value of the share on the settlement date.
8. the landlord’s mini-profit share granted as a variable rent share does not create a corporate relationship with the tenant. Any participation in the substance of the tenant’s company is excluded.
9 The landlord is responsible for clarifying from his side how his income from the contract is to be taxed. He is also responsible for clarifying whether he requires approvals from authorities, property owners, landlords, neighbors, etc.; he must obtain these on his responsibility.
5) Change in the network
1. it is possible that the GEODNET/ Easynav-rtk network may undergo technical changes during the contract term. This may make it necessary to replace the hardware to ensure the secure and stable operation of the Miner and the network as a whole. The Lessee, therefore, reserves the right to deliver new hardware to the Lessee at its own expense. The Lessee shall then be obliged to use this hardware instead of the previous hardware within the scope of the contract. The other contractual provisions shall remain unaffected in this case. In addition, 3.11. 2 applies. The GNSS model is still a relatively new concept. It is, therefore, conceivable that the market situation will deteriorate significantly over time and that the revenues of the GEODNET network will be substantially reduced. The tenant aims to amortize the value of the hardware provided when the contract is concluded within two years (also to be able to finance necessary hardware replacements from time to time). Suppose a deterioration in income leads to the amortization period of the hardware (extrapolated from the income of the current quarter) being extended to more than two years. In that case, the landlord’s share of income is temporarily reduced by half to 10% for the following quarter. The tenant makes this calculation every quarter, and the share is then increased again to 20% if the income increases accordingly. The result is shown for the landlord in the annual statement. The landlord retains the right to demonstrate and prove that the reductions were unjustified and that a reduction in the income share (variable rent) was not justified. This procedure is necessary to secure the tenant’s economic existence during such periods of low income; this is in the interests of both contracting parties, as this is the only way to maintain the contractual concept and secure the landlord’s income share claims.
6) Abuse
The Lessor is obliged not to use the hardware for its purposes or those of third parties that lie outside the purpose of the contract. The lessor is prohibited from making the hardware available to third parties – without the prior, express consent of the lessee – regardless of whether for a fee or free of charge and irrespective of the purpose. The lessor is not authorized to open the hardware or make other changes. The lessor is not authorized to change the software installed on the hardware. The lessor is not authorized to reproduce the software.
7) Liability of the landlord Traffic safety
1. the Lessor shall be liable to the Lessee for any damage to the Lessee for which the Lessor is responsible and which arises from a breach of duty by the Lessor within the meaning of the contract. This applies in particular to damage resulting from 1. the loss of or damage to the hardware and 2. the breach of the Lessor’s obligations to cooperate by Section 3); in particular in the event of an interruption to the power supply and Internet connection of the hotspot. 1. The Lessor shall be obliged to maintain suitable property insurance (possibly within the scope of its household contents insurance) that also covers damage to the contractual hardware.
2. the Tenant shall (about 7.1.b.) inform the Landlord immediately – to avoid/mitigate damage – if it becomes aware that the hotspot is disconnected from the network so that the Landlord can check the power supply and Internet connection, as well as the proper positioning of the hotspot and its antenna, etc. The Landlord shall then take immediate action. The landlord shall then take immediate action. The tenant shall be available to advise the landlord on rectifying the problem. Suppose the hotspot remains without a network connection for more than 14 days after the landlord has been informed. In that case, the tenant shall be entitled to demand compensation from the landlord for the loss of income. The tenant can estimate the actual loss based on a comparative calculation. The landlord reserves the right to prove that the tenant has suffered no or only minor damage.
3. the landlord is responsible for the fault of vicarious agents, representatives, visitors, and roommates about the tenant.
4. clause ten shall apply in addition.
8) Liability of the tenant, traffic safety obligations
1 The Lessee shall be liable to the Lessor for all contractual, quasi-contractual, and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows: 1. the Lessee shall be liable without limitation for any legal reason 1. in the event of intent or gross negligence, 2. in the event of intentional or negligent injury to life, limb or health, 3. based on a guarantee promise, unless otherwise regulated in this respect, 4. based on mandatory liability such as under the Product Liability Act. 1. if the Lessee negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical of the contract, unless unlimited liability applies by the above clause. Material contractual obligations are obligations that the contract imposes on the Lessee according to its content to achieve the contract’s purpose, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the Lessor may regularly rely.
2. any further liability of the Lessee is excluded.
(3) The above liability provisions shall also apply to the liability of the Lessee for its vicarious agents and legal representatives.
(4) Since the Lessee does not use the rented item personally permanently but only uses it to set up the hardware and the premises in which the rented item is located are otherwise used by the Lessor or other third parties, the Lessee does not assume any traffic safety obligations towards the Lessor or third parties in the internal relationship between the parties.
9) Duration and termination of contract and return of hardware
1. the contract is initially concluded for two years. It is then extended indefinitely if not terminated by one of the parties with a notice period of 3 months to the end of the current term.
2. the right to terminate for good cause remains unaffected for both parties. Good cause shall be deemed to exist if the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period, taking into account all circumstances of the individual case and weighing the interests of both parties.
3. for both parties, there is good cause for termination if the landlord (e.g., due to relocation or otherwise giving up the apartment/premises in which the hotspot is located) can no longer guarantee the agreed location of the hotspot. If the landlord wishes to base a termination on this, he must provide evidence that the conditions are met. His obligation under 3.11 remains unaffected.
4. an essential reason for termination on the part of the tenant is given if the landlord violates his obligations to cooperate according to clause 3 of these GTC, commits an abuse according to clause 6 of these GTC, and makes himself liable for damages according to clause 7 of these GTC through intentional or grossly negligent behavior.
5. any claims for damages on the part of the tenant shall not be affected by termination of the contract, for whatever reason.
6. the timeliness of the termination shall not depend on the dispatch but on the receipt of the termination letter.
7. the timeliness of the notice of termination shall not depend on its dispatch but on the other party’s receipt of the letter of termination.
8. notice of termination should be given in writing but must at least be in text form and shall take effect upon receipt. The terminating party must prove receipt.
9. after the termination of the contract (for whatever reason), the lessor is obliged to return the hardware received immediately, but at the latest within 14 days by post to the address of the lessee deposited in the imprint of the website of the lessee at this time. Suppose the Lessor breaches the obligation to return the hardware and the Lessee makes the return within a reasonable period of a further 14 days, even if the Lessee has sent a reminder in text form. In that case, the Lessee shall be entitled to claim damages from the Lessor.
10) Liability of the landlord for defects
The Lessor shall be liable for defects in the rented property by the provisions of statutory liability for defects. 11) Applicable law. The law of Switzerland shall apply to all legal relationships between the parties to the exclusion of the laws on the international sale of goods (CISG / UN Convention on Contracts for the International Sale of Goods). If the Lessor is a consumer, this choice of law shall only apply insofar as it does not deprive him of the protection afforded by mandatory provisions of the law of the country where the consumer has his habitual residence.
11) Place of jurisdiction
(1) If the Lessor acts as a merchant, a legal entity under public law, or a special fund under public law with its registered office in the territory of Switzerland, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be the registered office of the Lessee.
2. if the Lessor has its registered office outside the territory of Switzerland, the place of business of the Lessee shall be the exclusive place of jurisdiction for all disputes arising from or in connection with this contract if the contract or claims arising from the contract can be attributed to the professional or commercial activity of the Lessor.
3. in the above cases, however, the Lessee shall, in any case, be entitled to appeal to the court at the Lessor’s registered office.
12) Alternative dispute resolution
1. the EU Commission provides a platform for online dispute resolution online at the following link: https://ec.europa.eu/consumers/odr. This platform serves as a contact point for the out-of-court settlement of disputes arising from online purchase or service contracts involving a consumer.
2. the landlord is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.
