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.
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
2.1 vDL Digital Ventures offers the client a Staking Service in which the client delegates validation and voting rights (hereinafter also referred to as "rights") derived from virtual currency values (hereinafter also referred to as "Payment Tokens") to vDL Digital Ventures in order for vDL Digital Ventures to use these rights in accordance with the technical specifications of the respective virtual currency in order to obtain an opportunity to perform operations for the underlying blockchain in proportion to the number of rights (so-called "Liquid Proof-of-Stake" concept).
The payment tokens are not transferred to vDL Digital Ventures, but only the rights are assigned. vDL Digital Ventures does not take custody, manage any crypto assets or private keys which are used to hold, store or transfer crypto assets for the client.
The operations are based on the technical specifications of the respective virtual currency and are defined in Appendix 1. The operations are performed in "cycles" ("cycle") specified by the respective virtual currency.
vDL Digital Ventures will receive revenue in the form of payment tokens of the respective virtual currency ("reward") in accordance with the technical specifications of the respective virtual currency for the performance of such operations.
The client shall be entitled to a payment claim against vDL Digital Ventures for a portion of the reward in accordance with the provisions set forth in these Terms and Conditions.
2.2 vDL Digital Ventures publishes the applicable terms and conditions for the staking services offered on its website: https://stakenow.de/ (hereinafter referred to as "website").
2.3 The client uses the staking service of vDL Digital Ventures by delegating the rights derived from the payment tokens held by the client for a virtual currency listed in Appendix 1 to the account address of vDL Digital Ventures published on the website.
2.4 Additional definitions of the respective virtual currencies are given in Appendix 1.
3. Delegation and Allocation of Operations
3.1 The client delegates rights to the payment tokens held by him to vDL Digital Ventures. vDL Digital Ventures participates in the drawing of lots for the calculation of operations at regular intervals with rights derived from its own payment tokens and the rights delegated to them. The time and conditions of the draw are determined by the technical specifications of the respective virtual currency.
3.2 With each draw, vDL Digital Ventures has the opportunity to win the bid for the calculation of operations awarded by the respective virtual currency.
3.3 The likelihood of a bid being accepted depends on the technical specifications of the respective virtual currency and depends, among other things, on the number of rights participating in the draw. vDL Digital Ventures has no influence on the likelihood of a bid being accepted and the bid being accepted for the performance of an operation. vDL Digital Ventures owes neither a certain likelihood nor that vDL Digital Ventures will receive a bid for the calculation of operations.
3.4. If vDL Digital Ventures is awarded a contract to calculate an operation, it will be performed by vDL Digital Ventures. According to the technical specifications of the respective virtual currency, vDL Digital Ventures receives a reward in the form of payment tokens for the successful execution of an operation.
3.5 Once the operations have been performed 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 deduct delegated rights from the account of vDL Digital Ventures at any time, as far as this is permissible and technically possible according to the specifications of the respective virtual currency.
3.7 If the client leaves his delegated rights on the account of vDL Digital Ventures until the beginning of the next cycle, this continued delegation shall be deemed a new delegation of rights. The decisive moment 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 portion of the reward shall be calculated for each lottery from the number of rights delegated by the client to vDL Digital Ventures in proportion to the total number of rights used by vDL Digital Ventures, less the compensation under clause 5.
4.3 Unless otherwise agreed in an individual contract, the reward will be paid exclusively in the form of the virtual currency used by the client to delegate the rights and to the address from which the rights were delegated.
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 that rights may be delegated to vDL Digital Ventures to use the Staking Services. The client is obliged to check the available capacity before delegating rights and must not exceed this capacity with his delegation.
6.2 Delegations of rights that exceed the capacity of vDL Digital Ventures will not be considered in the distribution of rewards. If vDL Digital Ventures receives multiple delegations of rights that collectively exceed capacity, only those delegations that were first delegated until the capacity limit was reached will be considered for the distribution of rewards.
6.3 In the event that the capacity limit is exceeded, the client is obliged to immediately deduct the rights delegated to vDL Digital Ventures 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 specify in Appendix 1 a minimum or maximum amount of rights to be delegated for each 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 of delegated rights, no payment entitlement to a share of the reward exists. vDL Digital Ventures is free to retain the full amount of the reward as compensation in such a case.
7. Exercise of Delegated Voting Rights
vDL Digital Ventures is entitled to exercise all rights, in particular voting rights with regard to the design of the respective virtual currency, which are automatically granted to vDL Digital Ventures upon delegation of the rights in accordance with the technical specifications of the respective virtual currency, 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.
If vDL Digital Ventures is technically unable to delegate delegated rights back to the client, vDL Digital Ventures is entitled in such a case to retain rewards in full as compensation or to shut down the technical equipment 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 is committed to complying with applicable data protection laws under German law. Where vDL Digital Ventures processes personal data from clients, the applicable privacy notices will be provided to clients 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 will be effective as of the date hereof and will be deemed to have been approved if the client does not subtract its rights delegated to vDL Digital Ventures or delegates new rights to vDL Digital Ventures upon notice of the changes by the expiration of the change period. This will be particularly pointed out in the announcement.
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 - October 2019
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: 10 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|