Cuverse Limited, Reg.-No. 76541636 7/F, MW Tower, 1 Bonham Strand, Sheung Wan, Hong Kong
Effective from: [DATE]
Preamble
This Agreement governs the purchase of Service Packages (Virtual Mining, Mining Packages) from Cuverse without the purchase of physical equipment. Customers acquiring Mining Hardware (with the purchase of physical equipment) in Hosting Mode or Cloud Infrastructure Mode are subject to a separate Mining Hardware Hosting Agreement.
Service Packages are not provided to US Customers — U.S. residents, U.S. citizens or U.S. tax residents.
(A) Cuverse. Cuverse Limited, Reg.-No. 76541636, is a limited liability company incorporated under the laws of Hong Kong, with its registered office at 7/F, MW Tower, 1 Bonham Strand, Sheung Wan, Hong Kong (“Cuverse”). Cuverse provides services for the mining of crypto-assets within the meaning of Art 3(1)(5) of Regulation (EU) 2023/1114 on markets in crypto-assets (MiCAR) (“Crypto Assets”) by means of the Service Packages described in this Agreement.
(B) Customer. The purchaser (the “Customer”) acquires a Service Package from Cuverse and receives in return a specified amount of computing power (Hash Rate Capacity) for an agreed period for the purpose of mining Crypto Assets. Customers may be either B2B Customers or B2C Customers (consumers).
(C) Service Packages. Cuverse provides the Customer with Service Packages, which include: (a) the provision of the agreed Hash Rate Capacity through the operation of Mining Hardware in Cuverse Data Centers; (b) connection to the Mining Pool selected by the Customer; (c) continuous technical maintenance of the infrastructure; (d) the repair and replacement of equipment; (e) the management of electricity and cooling; (f) Customer support. The purchase of a Service Package does not give rise to any right of ownership in the Mining Hardware on the part of the Customer. The Mining Hardware remains the property of Cuverse.
(D) No Crypto-Asset Service. For the avoidance of doubt, Cuverse provides exclusively computing power for the purposes determined by the Customer. Mining Rewards are generated directly by the blockchain network and the Mining Pool and are transferred directly to the Customer Wallet, with no involvement of Cuverse in the custody, transfer or disposition of crypto-assets. Cuverse does not carry out the custody, administration, management or transfer of the Customer’s crypto-assets and does not provide any services that may qualify as crypto-asset services within the meaning of Art 3(1)(16) of Regulation (EU) 2023/1114 (MiCAR), including the services listed in Art 3(1)(17)–(26) MiCAR.
(E) Platform. The website cuverse.com, the mobile applications, the Customer dashboard and the related technical infrastructure (the “Platform”) are operated by a separate legal entity — Cuverse Technologies Limited, Reg.-No. 78270910, with its registered office at Unit 1603, 16/F, The L. Plaza, 367–375 Queen’s Road Central, Sheung Wan, Hong Kong (“Cuverse Technologies”). Use of the Platform is governed by separate Platform Terms of Use. Cuverse Technologies does not provide the Customer with services relating to mining.
(F) Framework Agreement. These terms (the “Agreement”) constitute a framework agreement governing all purchases of Service Packages made by the Customer from Cuverse. Each individual purchase is recorded in an Order Specification. The Agreement is accepted by the Customer once, on the first purchase or upon registration of an Account.
§ 1. Definitions
§ 2. General
(1) Scope. Cuverse sells, and the Customer purchases, Service Packages on the website cuverse.com. A Service Package is a service under which the Customer obtains access to the agreed Hash Rate Capacity, generated by Mining Hardware operated by Cuverse in Data Centers, throughout the Service Period. The Service Package includes all services described in Preamble (C).
(2) No Hardware Ownership. The purchase of a Service Package does not give rise to any right of ownership or other proprietary rights in the Mining Hardware on the part of the Customer. The Mining Hardware that delivers the Customer’s Hash Rate Capacity remains the property of Cuverse. In order to ensure the continuous performance of the Guarantee of Service and to maintain the proper technical condition of the infrastructure, Cuverse shall be entitled to replace defective equipment, relocate equipment between Data Centers and carry out other technical measures necessary for the performance of the Guarantee of Service.
(3) Customer Control Elements. The Customer retains the following elements of control over the receipt of services under the Service Package:
- the choice of computing power class (hashrate tier) at the time of placing the order for the Service Package;
- the choice of Mining Pool from the list available in the Dashboard, as well as the independent configuration of a Custom Pool in accordance with the Custom Pool Addendum;
- the right to monitor operational metrics (uptime, hashrate, allocation of rewards) in real time through the Dashboard;
- the right to terminate the Service Package in accordance with § 9 of this Agreement;
- sole ownership of the Customer Wallet and the direct receipt of Mining Rewards without the intermediation of Cuverse;
- the right to select the crypto-asset to be mined under the Service Package from the list of supported assets.
(4) Bundled Service. The Service Package is provided as a single, comprehensive service. The isolated purchase of individual components is not possible.
(5) Information. Information on Service Packages contained in Cuverse’s promotional materials is non-binding and forms part of the contractual relationship only to the extent expressly set out on the relevant product page at the time the purchase is made.
§ 3. Purchase of Service Package
(1) Available Service Packages. Cuverse offers a selection of Service Packages on the website. The following characteristics are stated for each Service Package: Hash Rate Capacity (TH/s), efficiency (W/T), Package Price, Service Period, Service Fee, available operating modes (MAX Mode / ECO Mode).
(2) Conclusion. The display of Service Packages on the website constitutes an invitation to make offers (invitatio ad offerendum). The Customer submits an offer for the purchase of the selected Service Package by completing the required information and confirming by clicking the “Buy” button or any analogous button.
(3) Acceptance. Upon receipt of the Customer’s offer, Cuverse confirms acceptance by email or by other appropriate means. Cuverse provides the Customer with an Order Specification recording the parameters of the purchase.
(4) Package Price — Non-Refundable Nature. The acquisition price of the Service Package (the “Package Price”) is set out on the relevant product page on the website. The Package Price is a one-time, non-refundable payment which covers: (a) the activation of the Service Package; (b) the allocation of Hash Rate Capacity from the existing Cuverse fleet; (c) Cuverse’s obligation to provide the Guarantee of Service throughout the Service Period.
The Customer expressly acknowledges that:
- Cuverse commences the provision of services under the Service Package immediately upon activation;
- The Package Price is not refundable upon Cancellation initiated by the Customer pursuant to § 9. In the event of early termination of the Service Package initiated by or attributable to the fault of Cuverse, the Package Price shall be refunded on a pro rata basis for the unused portion of the Service Period in accordance with the Refund Policy. In other cases of early termination, the Package Price is not refunded.
- Service Fees are a separate daily charge and are not included in the Package Price.
(5) Advance Payment. The Customer pays the Package Price in full in the manner specified at the time of placing the order. Cuverse is not obliged to commence the provision of services prior to full payment of the Package Price.
(6) Payment Methods. The available methods of payment are set out on the website. As a general rule, payment may be made in USD, EUR, BTC, USDC or USDT, or by such other means as Cuverse may accept, at the applicable exchange rate.
(7) Fees and Charges. In the case of a B2B Customer, all payment provider fees are borne by the Customer.
(8) VAT. The Customer is solely responsible for compliance with all applicable tax obligations.
(9) Right of Withdrawal Waiver (B2C Customers from EU). EU consumer Customers within the meaning of Art 2(1) Directive 2011/83/EU acknowledge that Cuverse commences the provision of services under the Service Package immediately upon activation. In accordance with Art 16(a) of the said Directive, the consumer Customer expressly waives the 14-day right of withdrawal. The Customer confirms this waiver by ticking the corresponding mandatory checkbox at the time of placing the order.
§ 4. Operation of Service Package
(1) Activation. The Service Package is activated immediately upon full payment of the Package Price and completion of the onboarding procedure (including the provision of a Customer Wallet pursuant to § 5(5)). From the moment of activation, Cuverse commences performance of the Guarantee of Service and the Service Period begins.
(2) Operating Modes. The Customer selects the operating mode of the Service Package:
- MAX Mode (Performance Mode) — a mode with a target uptime of 99.5%. The Service Fee is the standard fee;
- ECO Mode — a mode with a target uptime of 60%. The Service Fee is reduced.
The current Service Fees for each mode are set out on the website.
(3) Mode Change. The Customer may switch between MAX Mode and ECO Mode through the dashboard. Upon the selection of a new mode, the Customer is bound by the newly selected mode for a minimum period of 14 days.
(4) ECO Mode Availability and Limitations. ECO Mode is provided subject to a sufficient differential between peak and off-peak electricity prices. Cuverse reserves the right to:
- temporarily or permanently restrict the availability of ECO Mode if market conditions render the mode commercially unviable;
- limit the number of new Service Package purchases in ECO Mode;
- offer Customers in ECO Mode the option to switch to MAX Mode where the continued provision of services in ECO Mode is no longer possible, with no less than 30 days’ prior notice.
(5) Guarantee of Service. Cuverse guarantees the provision to the Customer of the agreed Hash Rate Capacity throughout the Service Period in accordance with the selected operating mode. In the event of failure of any Mining Hardware delivering the Customer’s Hash Rate Capacity, Cuverse shall, at its own cost, replace or restore the relevant equipment so as to ensure the continuity of the Guarantee of Service. The concept of equipment-specific warranty does not apply to the Service Package, as the Customer does not acquire any right of ownership in the Mining Hardware.
(6) Operational Pause. The Customer may temporarily suspend the operation of its Service Package. The Operational Pause is limited to a maximum of 30 days over the entire Service Period. During the Operational Pause, no Service Fees accrue. No Mining Rewards are generated during the Operational Pause.
(7) Custom Pool. The Customer may connect its own mining pool within its Service Package. The connection of a Custom Pool is governed by a separate Custom Pool Addendum.
(8) Customer-Initiated Mid-Term Upgrade. At any time during the Service Period, the Customer may submit a request to Cuverse to upgrade the existing Service Package to a more efficient one (a “Mid-Term Upgrade”). Upon receipt of such a request, Cuverse shall assess it on an individual basis and may, at its sole discretion, propose commercial terms for the upgrade.
Cuverse is not obliged to accept any such request. Where upgrade terms are agreed:
- the existing Service Package is replaced by a new one on the agreed terms;
- a new Service Period commences from the activation of the upgraded Service Package;
- the Guarantee of Service is renewed together with the Service Package and extends to the entire new Service Period;
- the Package Price of the previous Service Package is credited in the manner agreed by the Parties at the time of the Mid-Term Upgrade.
Agreed terms become binding on both Parties upon written confirmation through the dashboard or by email.
§ 5. Mining Pool and Mining Rewards
(1) Pool Selection. The Customer’s Service Package is connected to the Mining Pool selected by the Customer from among the pools supported by Cuverse. F2Pool is offered as the default. The Customer may change the pool selection both at the time of purchase and at any time during the Service Period.
(2) Pool Switching. Each switch between supported pools is followed by a 72-hour cooldown period.
(3) Reward Calculation. Mining Rewards generated by the Customer’s Service Package are calculated on the basis of the actual performance of the Mining Pool for the relevant period. The calculation method is described in Cuverse’s technical documentation and is available to the Customer in the dashboard.
(4) Mining Rewards Flow. Mining Rewards are transferred to the Customer Wallet, which is controlled exclusively by the Customer. At no time does Cuverse have long-term access to the Customer’s Mining Rewards, hold them or carry out any custody. Cuverse does not have access to the Customer’s private keys and does not provide the service of custody or administration of crypto-assets within the meaning of Art 3(1)(17) MiCAR.
(5) Customer Wallet Requirement. The Customer shall provide a valid Customer Wallet prior to the activation of the Service Package. Without a valid Customer Wallet, the Service Package will not be activated. The Customer is solely responsible for the accuracy of the address provided, the security of the private keys and the storage of the Mining Rewards received.
(6) Pool Fees. The Mining Pool may charge its own fees. Such fees are set by the Mining Pool, are outside Cuverse’s control and may reduce the actual amount of Mining Rewards.
§ 6. Account, Service Prepayment, and Billing
(1) Account. In order to acquire Service Packages, the Customer is required to register and create an Account. The creation and use of the Account are governed by separate Platform Terms of Use entered into with Cuverse Technologies.
(2) Eligibility. In order to create an Account and enter into this Agreement, the Customer must satisfy the following criteria:
- be at least 18 years of age;
- have the legal capacity to enter into legally binding contracts;
- complete the registration procedure by providing accurate and complete information;
- accept this Agreement, the Platform Terms of Use, the Privacy Policy and the Risk Disclosure Statement;
- provide a valid Customer Wallet controlled exclusively by the Customer;
- acquire the Service Package in their own name and on their own account;
- not be a resident of a jurisdiction in respect of which sanctions or restrictions apply; the full list of prohibited jurisdictions is maintained by Cuverse in the Acceptable Use Policy;
- not be a US Customer. Service Packages are not provided to U.S. residents, U.S. citizens or U.S. tax residents.
(3) B2B Representations. A B2B Customer further represents that it holds the necessary rights and authorisations and undertakes to provide tax information on request.
(4) Service Prepayment. The Customer pays Cuverse a prepayment on account of future Service Fees (the “Service Prepayment”). The Service Prepayment is debited daily against accrued Service Fees. The Service Prepayment is an advance payment for a service and does not constitute the holding of Customer funds.
(5) Top-Up and Currency Conversion. The Customer tops up the Service Prepayment using one of the available payment methods. Where top-up is made in cryptocurrency, the amount is immediately converted into its USD equivalent at the applicable exchange rate and recorded as Service Prepayment in USD. Cuverse does not hold the Customer’s cryptocurrency funds as part of the Service Prepayment.
(6) Invoicing. Service Fees are invoiced daily and reflected in the dashboard. Invoices are denominated in USD and are payable immediately by debit from the Service Prepayment.
(7) Insufficient Service Prepayment. Where the Customer’s Service Prepayment falls below the level sufficient to cover the Service Fees for the next 14 days, Cuverse shall notify the Customer through the dashboard and by email. In the event of a failure to top up, § 6(8) shall apply.
(8) Suspension for Default. Where the Customer is in default in the payment of Service Fees by more than 30 days, Cuverse shall be entitled to suspend the operation of the Customer’s Service Package until the outstanding amount has been paid in full.
(9) Refund of Service Prepayment. Upon termination of the Agreement, the unused Service Prepayment shall be returned to the Customer in accordance with the rules set out in the separate Refund Policy, less any amounts owed to Cuverse. The Package Price is not refundable regardless of the cause of termination.
§ 7. Service Levels (SLA)
(1) General Principle. Cuverse uses commercially reasonable efforts to ensure the continuous availability of the Service Package. The service may be interrupted as a result of scheduled maintenance work, replacement of equipment, electricity supply restrictions or external factors.
(2) Uptime Targets.
- MAX Mode — target uptime of 99.5% per calendar year;
- ECO Mode — target uptime of 60% per calendar year.
The values stated above exclude downtime relating to maintenance, replacement of equipment, electricity market restrictions (in respect of ECO Mode) and force majeure events.
(3) Minimum Guaranteed Uptime.
- MAX Mode — no less than 99% per calendar year;
- ECO Mode — no less than 50% per calendar year.
In the event that the stated minimum level cannot be ensured, Cuverse shall inform the Customer without undue delay.
(4) SLA Compensation. Where the actual availability of the Service Package in MAX Mode for a calendar month falls below the minimum guaranteed level (99%), the Customer is entitled to compensation in accordance with Annex A — SLA Schedule. Compensation is credited to the Customer’s Service Prepayment.
(5) SLA Compensation Excluded for ECO Mode. Owing to the nature of ECO Mode, no SLA compensation is provided for ECO Mode. The minimum guaranteed uptime for ECO Mode (50%) is calculated on a calendar year basis.
(6) Force Majeure Exclusion. Downtime caused by force majeure events (§ 12) is not counted for the purposes of SLA calculation.
(7) Reporting Issues. The Customer shall notify Cuverse without undue delay of any technical issues through the support channel provided.
§ 8. Loyalty Program
(1) Participation. Cuverse offers a loyalty programme (the “Loyalty Program”), participation in which is granted automatically to all Customers with a valid Account. The Loyalty Program applies equally to Service Packages governed by this Agreement and to Mining Hardware governed by the Mining Hardware Hosting Agreement.
(2) Loyalty Program Terms. The terms of participation in the Loyalty Program are set out in a separate document, the Loyalty Program Terms.
(3) Application of Loyalty Benefits. Loyalty Program discounts are applied automatically to the Package Price. Cashback accrued upon the debiting of Service Fees is credited in the form of Loyalty Points.
(4) Use of Loyalty Points. Loyalty Points may be used by the Customer for the payment of the Package Price and for the payment of Service Fees.
§ 9. Term, Cancellation, Termination
(1) Service Period. The Service Period commences upon the activation of the Service Package and continues for a period of 60 (sixty) months, unless a different period is specified in the Order Specification.
(2) Customer Cancellation. The Customer may terminate the Service Package at any time during the Service Period (a “Cancellation”) through the corresponding procedure in the dashboard. Upon the Customer’s confirmation of the Cancellation, the Service Package transitions to the STOPPED state.
(3) Effects of Cancellation.
- The Package Price is not refundable to the Customer pursuant to § 3(4);
- Mining Rewards accrued by the Customer in the Customer Wallet up to the moment of Cancellation remain the property of the Customer;
- Mining Rewards transferred to the Customer Wallet up to the moment of Cancellation, and within 30 days following Cancellation, remain the property of the Customer. Mining Rewards not claimed by the Customer within 30 days following the transition to the STOPPED state (where applicable) shall be considered unclaimed property and processed by Cuverse in accordance with applicable law;
- Cuverse does not impose any penalty on the Customer for early termination beyond the non-refund of the Package Price pursuant to § 3(4);
- The STOPPED state is irreversible — reactivation of the Service Package is not possible. To resume services, the Customer must purchase a new Service Package.
(4) Termination by Cuverse. Cuverse shall be entitled to terminate this Agreement:
- if the Customer’s Service Package fails to be profitable for a continuous period of more than 60 (sixty) days in ECO Mode;
- if the Customer is in default in the payment of Service Fees by more than 30 days;
- if applicable laws and regulations change in such a way that the provision of services under the Service Package can no longer be carried on in compliance with the law;
- if the Customer commits a material breach of its obligations and fails to remedy the breach within 30 days of receipt of written notice;
- in the event of the Customer’s insolvency;
- on other material grounds where the continued performance of the Agreement becomes unreasonable for Cuverse.
(5) End of Service Period. Upon expiry of the Service Period, the Service Package automatically terminates. Cuverse is not obliged to renew the Service Package upon expiry of the Service Period; renewal is possible only by the purchase of a new Service Package or by agreeing a Mid-Term Upgrade pursuant to § 4(8) prior to the end of the Service Period.
(6) Consequences of Termination. Upon termination of this Agreement: (a) the Customer remains obliged to pay all Service Fees accrued up to the date of termination; (b) the Package Price is not refundable; (c) the unused Service Prepayment is returned in accordance with the Refund Policy; (d) Mining Rewards transferred to the Customer Wallet up to the moment of termination remain the property of the Customer; (e) those provisions which by their nature are intended to survive termination shall remain in force.
§ 10. Risk Disclosure
A detailed disclosure of risks is set out in a separate document, the Risk Disclosure Statement, including § 8A Service Package-Specific Risks. Prior to entering into a Service Package, the Customer is required to review the Risk Disclosure Statement. By accepting this Agreement, the Customer confirms that the Customer has read, understood and accepted those risks, including the absence of property rights in the Mining Hardware, the absence of any guarantee of profitability, and the non-refundable nature of the Package Price upon Customer-initiated Cancellation.
In particular, the Customer acknowledges:
(1) No Custody. Cuverse does not provide crypto-asset services within the meaning of MiCAR. Customers are solely responsible for the custody of their crypto-assets.
(2) No Hardware Ownership. The purchase of a Service Package does not give rise to any right of ownership in the Mining Hardware. A Service Package is a service, not a good.
(3) Volatility. Crypto-asset markets are highly volatile. Cuverse does not guarantee any profit from the Service Package.
(4) Mining Difficulty. Mining difficulty may increase, reducing the volume of crypto-assets mined.
(5) Regulatory Risk. Changes in laws may affect the provision of services.
(6) Blockchain Risks. Mining is dependent on the functioning of the underlying blockchain network.
(7) Pool Risks. The Customer bears the risks associated with the Mining Pool selected by the Customer.
(8) No Profit Guarantee. Cuverse does not guarantee any profit from the Service Package.
(9) Cancellation and Non-Refundable Package Price. The Customer acknowledges that: (a) the Package Price is wholly non-refundable; (b) the Cancellation of a Service Package is an irreversible action; (c) following Cancellation, reactivation is not possible, and the resumption of services requires the purchase of a new Service Package.
§ 11. Liability
(1) General Liability. Cuverse is liable only for losses caused intentionally or by gross negligence. Liability for slight negligence is excluded, save in cases of breach of material contractual obligations (cardinal obligations), in which case Cuverse’s liability is limited to the typical, foreseeable damage. The provisions of this paragraph do not affect mandatory consumer protection rules applicable to B2C Customers under the law of their place of residence. Cuverse’s liability is capped at the amount of the Package Price paid by the Customer under the relevant Order Specification.
(2) Indirect Damages. Cuverse is not liable for any indirect, incidental or consequential damages, including loss of profit.
(3) Third Parties. Cuverse is not liable for the actions of Mining Pool operators, equipment manufacturers and payment providers.
(4) Personal Injury. The exclusions and limitations of liability do not apply to cases of injury to life, health or physical integrity.
§ 12. Force Majeure
Cuverse is not liable for any failure to perform its obligations as a result of circumstances beyond its reasonable control, including natural disasters, acts of war, acts of terrorism, strikes, electricity supply outages, acts of governmental authorities, changes in blockchain protocols (hard forks, soft forks) and epidemics. In the event of force majeure, Cuverse shall notify the Customer within 15 days. If the circumstances continue for more than 30 days, each Party shall be entitled to terminate the Agreement.
§ 13. Confidentiality and Data Protection
The Parties undertake to keep confidential all confidential information. The processing of the Customer’s personal data is carried out in accordance with the Privacy Policy.
§ 14. Governing Law and Jurisdiction
(1) Governing Law. This Agreement is governed by the substantive law of Hong Kong.
(2) Venue. Any disputes shall be subject to the exclusive jurisdiction of the competent court of Hong Kong. In the case of B2C Customers, this shall apply only to the extent that it does not contradict mandatory consumer protection rules on jurisdiction.
(3) Exclusion of US Customers. By virtue of § 6(2)(h), Service Packages are not provided to US Customers, and the provisions of this Agreement do not apply to disputes with US Customers, as the legal relationship with US Customers is excluded from the scope of this Agreement.
§ 15. Miscellaneous
(1) Entire Agreement. This Agreement, together with the Order Specification, the Risk Disclosure Statement, the Refund Policy, the Loyalty Program Terms, the Acceptable Use Policy, Annex A, and any applicable Addenda, constitutes the entire agreement between the Parties.
(2) Amendments. Cuverse reserves the right to amend this Agreement. Material amendments take effect no earlier than 30 days following notice to the Customer. Existing Service Packages activated prior to the entry into force of the amendments shall continue to operate on the terms in effect at the time of their activation (grandfather clause).
(3) Communication. Notices shall be sent to Cuverse Limited, 7/F, MW Tower, 1 Bonham Strand, Sheung Wan, Hong Kong, or by email to [email protected].
(4) Severability. If any provision is held to be invalid, the validity of the remaining provisions shall not be affected.
(5) No Set-Off. The Customer shall not assert set-off in respect of any counterclaims save on the basis of a court judgment.
(6) Counterparts. The Agreement may be entered into by electronic acceptance.