Terms and Conditions of vDL Digital Ventures GmbH for Staking Services for Private Clients
A professional staking service not only includes a market-leading infrastructure, but also a professional and first-class framework on which our customers can count and rely. Our general terms and conditions are unique in the staking sector and were prepared by a specialist lawyer for IT law. The German Version of these Terms and Conditions is binding. The English version is for information purposes only. The Terms & Conditions were last amended as of 01.03.2021. The announcement can be found here.
1. Area of Application and General
1.1 The following Terms and Conditions shall apply to all contracts concluded by private clients using the staking services of vDL Digital Ventures GmbH (hereinafter also referred to as "vDL Digital Ventures" or "we").
1.2 Individual agreements on the use of the staking services of vDL Digital Ventures GmbH take precedence over these Terms and Conditions. For institutional clients, vDL Digital Ventures offers its staking services exclusively based on an individual agreement.
1.3 The contract language is German. German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The German version of these Terms and Conditions is binding. The English version is for information purposes only.
2. Definitions and Performance Description
Payment token: Values of a virtual currency.
Validation Right: Right derived from payment tokens to participate in the draw to perform operations for the blockchain underlying the virtual currency. The operations are based on the technical specifications of the respective virtual currency and are defined in Appendix 1.
Voting Right: Right derived from payment tokens to participate in voting on the advancement of the virtual currency.
Delegation: Designation of another person as a choice to perform operations for the virtual currency's underlying blockchain.
Cycle: The period of time technically specified by the respective virtual currency to perform operations.
Reward: Reward for performing operations in the form of payment tokens of the respective virtual currency according to the technical specifications of the respective virtual currency.
2.2 Performance Description: vDL Digital Ventures provides clients with a service ("Staking Service") in which clients uses its validation rights derived from payment tokens to participate in the draw to perform operations and, by delegation, designates vDL Digital Ventures as its choice to perform operations. In the event of an assignment, vDL Digital Ventures will perform the calculation of operations and receive a reward.
The client shall receive a payment claim against vDL Digital Ventures for a share of the reward in accordance with the provisions set forth in these Terms and Conditions. The operations are based on the technical specifications of the respective virtual currency and are defined in Appendix 1. The execution of the operations takes place in the cycles specified by the respective virtual currency.
The payment tokens and the rights derived therefrom are not transferred to vDL Digital Ventures in the process. vDL Digital Ventures thus does not hold or manage any assets, crypto values or cryptographic keys for the Customer that serve to hold, store or transfer crypto values.
2.3 The applicable terms and conditions for the Staking Services offered shall be published by vDL Digital Ventures on its website: https://stakenow.de/ (hereinafter referred to as the "website").
2.4 Clients uses vDL Digital Ventures' Staking Service by making a delegation of the payment tokens held by Customer of a virtual currency listed in Appendix 1 to vDL Digital Ventures' account address posted on the website.
2.5 Supplementary definitions of terms for the respective virtual currencies are contained in Appendix 1.
3. Delegation and Allocation of Operations
3.1 The client makes a delegation to vDL Digital Ventures with the payment tokens held by it and thereby designates vDL Digital Ventures as its choice for the execution of operations. vDL Digital Ventures participates in the draw for the calculation of operations at regular intervals with its own payment tokens used and the delegations made to vDL Digital Ventures. The timing and conditions of the draw are determined by the technical specifications of the respective virtual currency.
3.2 With each draw there is a chance for vDL Digital Ventures to win the assignment for the calculation of operations awarded by the respective virtual currency.
3.3 The probability for an award depends on the technical specifications of the respective virtual currency and depends, among other things, on the total number of payment tokens with which a delegation to vDL Digital Ventures was made in relation to all payment tokens participating in the respective draw. vDL Digital Ventures has no influence on the amount of the probability and the award for the performance of an operation. vDL Digital Ventures neither owes a certain probability nor that vDL Digital Ventures will receive an award for the calculation of operations.
3.4 If vDL Digital Ventures receives a surcharge for the calculation of an operation, the operation will be performed by vDL Digital Ventures. In accordance with the technical specifications of the respective virtual currency, vDL Digital Ventures will receive a reward in the form of payment tokens for the successful execution of an operation.
3.5 After the operations have been carried out in one cycle, any rewards earned will be deposited as collateral for several cycles in accordance with the technical specifications of the respective virtual currency and will not be available.
3.6 The client is entitled to revoke its delegation to vDL Digital Ventures at any time, to the extent permitted and technically possible under the specifications of the respective virtual currency.
3.7 If the client maintains its delegation to the vDL Digital Ventures account until the beginning of the next cycle, this continued delegation shall be deemed a new delegation. The relevant time for this new delegation is the beginning of the next cycle.
4. Distribution of Rewards
4.1 If vDL Digital Ventures has been awarded the contract to calculate operations, vDL Digital Ventures has successfully performed the calculation and the reward to vDL Digital Ventures has been released by the blockchain of the virtual currency, then the client has a payment claim against vDL Digital Ventures for a share of the reward.
4.2 The share in the reward shall be calculated for each draw from the number of payment tokens of the client with which the client has made a delegation to vDL Digital Ventures in proportion to the total number of payment tokens used by vDL Digital Ventures itself and with which a delegation to vDL Digital Ventures has been made by third parties, less the remuneration pursuant to Clause 5.
4.3 Subject to a deviating individual contractual agreement, the distribution of the reward shall be made exclusively in the form of the virtual currency in which the client has made its delegation and to the address from which the delegation was made.
4.4 The distribution of the reward shall normally be made no later than 18 days after completion of the cycle in which the operation was successfully performed, unless vDL Digital Ventures is prevented from distributing a reward due to a prolonged waiting period as described in Section 3.5.
5.1 vDL Digital Ventures shall receive a portion of the reward as remuneration for the provision of staking services.
5.2 The amount of compensation will depend on the operations performed by vDL Digital Ventures and will be determined in accordance with Appendix 1, supplemented by the compensation announcement on the website at the time of the commencement of the cycle in which the compensation was earned.
5.3 The remuneration withheld by vDL Digital Ventures includes the statutory value added tax.
5.4 At the request of the client, vDL Digital Ventures shall issue an invoice for the payment to the client. Settlement shall take place at the time of release of the reward and distribution in accordance with Section 4.4.
5.5 The client shall be solely responsible for the payment of any taxes or fees that may be payable on its share of the reward. The client undertakes to indemnify vDL Digital Ventures for any tax or fee claims by third parties attributable to him.
6. Capacity, Minimum and Maximum Amounts and Transaction Fees
6.1 vDL Digital Ventures publishes on the website the available capacity to the extent of which a delegation may be made to vDL Digital Ventures for the use of the staking services. The client is required to verify the available capacity prior to making a delegation and may not exceed such capacity with its delegation.
6.2 Delegations that exceed vDL Digital Ventures' capacity will not be considered for reward distribution. If vDL Digital Ventures receives several delegations that together exceed the capacity, only those delegations that were made first up to the capacity limit will be taken into account in the distribution of rewards.
6.3 In case of exceeding the capacity limit caused by the client, the client is obliged to immediately withdraw the delegation made to vDL Digital Ventures to the extent until the capacity limit is no longer exceeded.
6.4 In the event of a breach by the client of any of the obligations set forth in clauses 6.1 or 6.3, the client's right to receive a portion of the reward shall lapse. vDL Digital Ventures shall in such a case be entitled to the full amount of the reward in the form of compensation as set forth in clause 5 and, in addition, as liquidated damages. The client is permitted to prove that vDL Digital Ventures has incurred less or no damage. vDL Digital Ventures reserves the right to assert further claims for damages.
6.5 Depending on the virtual currency, transaction fees are incurred for the distribution of the reward to the client. These transaction fees are borne by vDL Digital Ventures. If the transaction fees reach or exceed the amount of the vDL Digital Ventures remuneration due according to section 5 (incl. statutory VAT), the client's claim for payment shall lapse. vDL Digital Ventures shall be entitled in such a case to the full amount of the reward as remuneration.
6.6 vDL Digital Ventures may set a minimum or maximum amount for delegations in Appendix 1 for the respective virtual currency. The minimum or maximum amount will be published on the website. If the client falls below the minimum amount or exceeds the maximum amount with a delegation, there is no claim to payment of a share of the reward. vDL Digital Ventures is free in such a case to retain the reward in full as remuneration.
7. Voting in ballots
Insofar as, according to the technical specifications of the respective virtual currency, the client's delegation results in vDL Digital Ventures being able to cast a vote on behalf of the client in the case of ballots, vDL Digital Ventures undertakes not to exert any influence on a vote for delegations. As far as technically possible, the client is free at any time to exercise its voting right in ballots at its own discretion.
8. General Obligations of vDL Digital Ventures
vDL Digital Ventures undertakes to use the client posted on the website to perform the operations. vDL Digital Ventures is free to use a newer version of the client posted on the website.
9. General Obligations of the Client
9.1 The client warrants that he will observe the applicable law when using the Staking Services, in particular the relevant legal requirements for the use of virtual currencies and the prevention of money laundering and terrorist financing.
9.2 Upon vDL Digital Ventures request to comply with legal requirements, the client is obligated to provide vDL Digital Ventures with proof of identity.
9.3 Insofar as vDL Digital Ventures is dependent on the cooperation of the client for the provision of the promised service, the client shall support vDL Digital Ventures extensively. In particular, the client shall provide vDL Digital Ventures with all information and documents necessary for the provision of the service as quickly as possible.
10. Termination or Modification of the Staking Services
vDL Digital Ventures is entitled to discontinue the Staking Service offered at any time in whole or in part, e.g. for individual virtual currencies or for individual persons.
As far as the client does not withdraw his delegation to vDL Digital Ventures and vDL Digital Ventures is technically not able to reject delegations made by clients, vDL Digital Ventures is in such a case entitled to withhold rewards in full as remuneration or to shut down the technical facilities so that no further calculations of operations are performed.
vDL Digital Ventures will endeavour to announce and implement a planned discontinuation of the staking service on the Website in such a way that the client can otherwise use the rights associated with his payment tokens without downtime.
11.1 vDL Digital Ventures is liable for intent and gross negligence. For slight negligence vDL Digital Ventures is liable only in case of violation of an essential contractual obligation, the fulfilment of which is essential for the proper execution of the contract and on the compliance with which the client may regularly rely as well as in case of damages resulting from injury to life, body or health. vDL Digital Ventures is liable only for foreseeable damages, the occurrence of which must typically be expected.
11.2 In the event of slight negligence, liability is limited to 10 times the net remuneration for vDL Digital Ventures according to clause 5, depending on the amount of the damage.
12. Data Protection
vDL Digital Ventures undertakes to comply with the applicable data protection regulations under German law. Insofar as vDL Digital Ventures processes personal data of customers, the data protection information will be provided to the customers separately.
13. Final Provisions
13.1 vDL Digital Ventures is entitled to subcontract services under this agreement.
13.2 Side agreements, amendments and supplements to this contract must be made in writing. This shall also apply to changes to this formal agreement.
13.3 The place of performance shall be Aschheim and the place of jurisdiction shall be Munich, Germany.
13.4 vDL Digital Ventures is neither willing nor obliged to participate in any dispute resolution proceedings before a consumer arbitration body.
13.5 vDL Digital Ventures reserves the right to change or update these Terms and Conditions at any time. Changes will be announced to the client on the website at least two months in advance. They shall take effect on the date specified and shall be deemed approved if the customer does not withdraw its delegation to vDL Digital Ventures by the end of the amendment period or makes a new delegation to vDL Digital Ventures after the amendments have been announced. This will be specifically pointed out in the announcement process.
13.6 Should any provision of these Terms and Conditions be or become invalid or unenforceable, in whole or in part, or lose its validity or enforceability thereafter, this shall not affect the validity of the remaining provisions of these Terms and Conditions. The same shall apply if a loophole is found in these Terms and Conditions. Instead of the invalid or unenforceable provision or to fill the gap, an appropriate provision shall apply which, as far as legally possible, comes closest to what the parties would have wanted according to the spirit and purpose of the agreement if they had considered the corresponding aspect.
vDL Digital Ventures GmbH - December 2020
Note / Disclaimer
The Tezos Blockchain is currently an experimental platform. The payment of rewards is not guaranteed by the Tezos Blockchain. The users of the platform are solely responsible for all risks associated with the use of the Tezos network. Users are encouraged to do their own research to determine if Tezos is the right platform for their needs and to apply an increased level of care in interacting with the network.
Properties of the Tezos Blockchain:
Block duration: ~ 1 Min.
Cycle length: 4096 Blocks ~ 2,84 Days
Inflation: ~ 5,51%
Details of the Delegation:
Delegation address: tz1g8vkmcde6sWKaG2NN9WKzCkDM6Rziq194
Minimum amount of delegation: 0 XTZ
Maximum amount of delegation: Available capacity
The operations are grouped into the categories Baking, Denunciation / Accusation and Revelation. “Baking” includes the creation of new blocks and the endorsement of blocks to be added to the existing chain. In the "Denunciation / Accusation" operation the chain is checked for possible misconduct by participants and this is published in the network if necessary. The "Revelation" operation is used to uncover a “Nonce” that the Baker used when adding the new block.
Overview of the operations and distribution of the reward:
|Operations||Sub-operations||Reward / Penalty||Client||We|
|Baking||Blocks||Successful||Pro rata||Pro rata|
|Missed||Pro rata||Pro rata|
|Low Priority||Pro rata||Pro rata|
|Block Fees||Pro rata||Pro rata|
|Endorsement||Successful||Pro rata||Pro rata|
|Missed||Pro rata||Pro rata|
|Low Priority||Pro rata||Pro rata|
|Denunciation / Accusation||Reward||No||Complete|
|Lost Reward||Pro rata||Pro rata|
|Lost fees||Pro rata||Pro rata|
|Revelation||Reward||Pro rata||Pro rata|
|Lost Reward||Pro rata||Pro rata|
|Lost fees||Pro rata||Pro rata|