Version 2.0; Date: 17.04.2023
- These General Terms and Conditions („GTC“) regeln die govern the use of the website " https://www.senken.io/ “ („Platform“). The operator of the Platform is Senken GmbH, located at Zehdenicker Straße 8a, 10119 Berlin, Managing Directors: Adrian Wons and Djamel Mekibes registered in the commercial register at the Berlin Charlottenburg district court under HRB247223B (" senken, hereafter Senken").
- The GTC apply regardless of whether the user of the Platform (" User“) is a consumer or an enterprise. The user's own terms and conditions shall not apply, even if senken has not expressly objected to their validity in individual cases.
- Senken operates a marketplace via the Platform for the exchange of tokenized CO2 credits between users. Senken does not produce or tokenize these credits, and therefore is not responsible for their quality, legality or compliance with any standards.
Senken's customer service is available from Monday to Friday from 09:00 to 17:00 CET at the following contact details:
- Senken may propose changes to the GTC to the user at any time. The latest version of the terms and conditions will always be available on the Platform. Changes to the GTC may be communicated to the user in text form (e.g. by email) but it is not mandatory to do so.
- Senken may make the use of the Platform or individual functions of the Platform, or the extent to which individual functions can be used, subject to certain conditions, such as verification of registration data, duration of use, or the submission of certain documents (e.g. identity documents).
3. Registration and Use of User Account
The use of the Platform requires registration as a user. The user may sign in by connecting a blockchain external wallet to the Platform (via MetaMask or comparable provider) or by using a Platform's integrated external provider (Web3Auth or comparable provider) that allow the user to log in via email or social networks.
By logging in via email and/or social networks (Web3Auth or comparable provider), the user acknowledges that the Platform will sign blockchain transactions on behalf of the user for all the actions that the user wants to carry out through the platform, like the buying, selling, and retiring of tokens that represent carbon credits or other related assets.
- The user acknowledges that there is no registration with the Platform and the Platform does not confirm any log/sign ins, but it relies on third-party integrations to do so. Furthermore, the user acknowledges that the accounts created via these third-party integrations are not under the Platform's custody, and thus, the Platform will not be able to recover any of these accounts if passwords are lost or for any other reason.
If the user wishes to transfer funds via bank transfer, a verification of the user's identity according to the Anti-Money Laundering Act takes place on the verification step, which may require the submission of corresponding identity documents. This process is carried out by third-party providers such as Prime Trust, LLC and Persona Technologies, Inc, and the Platform acts as a bridge between the user and the third parties, not persisting any of the data except for email addresses.
Funds are not at any point in time processed or kept by the Platform. When transferring funds via Bank transfer, money is directed to a third party platform such as Prime Trust, LLC or similar, which has license to operate and process funds on behalf of the user. A separate agreement with the third party is presented and signed by the user during the account verification process.
When users transfer or withdraw money, they accept that the Platform will exchange US dollars (USD) fiat currency for USD Coin (USDC) cryptocurrency at the quote available when money reaches the account, or when the user triggers the withdrawal. The Platform does not keep any fees from these actions, but third party fees may apply.
After the exchange, the USD Coin (USDC) criptocurrency is automatically sent to the non-custodial user's wallet on the blockchain, which can later be transferred to the bank account indicated by the user when withdrawing money. The Platform does not keep any custody of the user's funds at any time.
- The use of the Platform and the User Account is only permitted for natural persons who have reached the age of 18 and are fully legally capable. Registration is permitted for legal persons and partnerships. The registration of a legal person or partnership may only be carried out by a natural person with power of representation, who must be named.
- Only individual persons (natural persons, legal persons or partnerships) may be listed as owners of the User Account during registration. Multiple registrations are not permitted.
- The user must keep their password and other security features that provide access to their User Account confidential and carefully secure access to their User Account. The user is obliged to inform senken immediately if there are indications that a User Account has been or is being used by third parties without authorization.
- User accounts are not transferable.
- If the information provided during registration changes, the user is obliged to update the information in their User Account immediately.
- The use of the Platform requires registration as a user. The user may sign in by connecting a blockchain external wallet to the Platform (via MetaMask or comparable provider) or by using a Platform's integrated external provider (Web3Auth or comparable provider) that allow the user to log in via email or social networks.
4. Exchange between Users
- On the Platform, users may exchange tokenized CO2 credits ("Credits") with each other using certain cryptocurrencies as the means of exchange. Senken acts as an intermediary between users and facilitates the exchange of Credits at the instruction of the users, without any discretion or provision of advice. Senken is not a party to the exchange contracts concluded between users.
- To place an order to exchange Credits, a user selects the Credits they want to offer for exchange and the cryptocurrency and amount they want to receive in exchange. The user may choose to place a "limit" order, which is an order that is persisted on the Platform and visible to other users for fulfilling at a later time, or a "market" order, which is an order that is fulfilled immediately at the prevailing market price. Once the user confirms their offer, it becomes binding.
- When another user accepts the offer, a binding exchange contract for the offered Credits is concluded between the offering user and the accepting user. Senken does not have any role in the conclusion of the contract or the determination of its terms. The offering user will receive notification of the acceptance of their offer by the accepting user.
- Senken may, at its discretion, impose limits or conditions on the use of the Platform or individual functions of the Platform, such as limits on the amount or frequency of exchange transactions, or requirements for verification of registration data or submission of identity documents.
5. Fees for the Use of the Platform
- The Platform charges a transaction fee of 2% on the transaction value, unless otherwise stated.
6. Publication of Content by Users
- The user has the option to upload content (text, photos, graphics, videos, etc.) to the Platform (to publish).
- The user undertakes to senken not to upload any content to the Platform that violates applicable law or good morals by its content or form or design or in any other way. In particular, the user undertakes to comply with applicable law (such as criminal, competition and youth protection law) when uploading content and not to infringe the rights of third parties (such as name, trademark, copyright, image and data protection rights).
- Senken is entitled at any time to block or delete individual content, for example, if there are specific indications that they violate applicable law or the rights of third parties. In all other respects, section 9 shall apply.
7. Term of the Agreement
- The usage agreement is valid for an indefinite period of time.
8. Blocking and Termination
Senken may take the following measures if there are specific indications that a user violates legal regulations, the provisions of the terms and conditions, or the rights of third parties, especially copyright, or to protect users from fraudulent activities:
- Delete bids, offers or other content
- Warn users
- Delay the publication of bids and other content
- Restrict the use of the Platform, in particular the exchange activities
- Temporary blocking
- Permanent blocking
Senken may permanently exclude a user from using the Platform (permanent blocking) if:
- The user provided false information during registration
- The user transfers his user account or grants third parties access to it
- The user significantly damages other users or senkent
- The user repeatedly violates the terms and conditions
- There is another important reason.
- After a user has been permanently blocked, there is no entitlement to restore the blocked user account.
- Users can terminate the usage agreement at any time. The right to terminate for cause remains unaffected.
- Senken may terminate the usage agreement with 30 days' notice to the end of the month. The right to block and the right to terminate for cause remain unaffected. A significant reason exists, in particular, if senken is entitled to permanently block the user.
- Once a user has been blocked or the usage agreement has been terminated, that user may not use the services of the Platform with other user accounts and may not register again on the Platform. Blocking or termination has no effect on the effectiveness of exchange contracts already concluded on the Platform.
- Senken may take the following measures if there are specific indications that a user violates legal regulations, the provisions of the terms and conditions, or the rights of third parties, especially copyright, or to protect users from fraudulent activities:
9. Technical Availability of the Platform
- Senken aims to provide users with continuous access to the Platform. However, in the event of any downtime or interruption, senken does not guarantee that users will be notified in advance. Users acknowledge and agree that senken shall not be liable for any loss or damage resulting from any such downtime or interruption.
- Senken may, from time to time, perform maintenance work on the Platform to ensure its quality and further development. Such maintenance work will not be taken into account when calculating the Platform's availability. To the extent possible, senken will perform maintenance work during periods of low Platform utilization. Senken will use reasonable efforts to inform users about such maintenance work in advance.
- In calculating the availability of the Platform, time periods during which the Platform is not available due to urgent adjustments or updates to the IT infrastructure used for the Platform to address security vulnerabilities, acute instability of software and hardware, or in case of imminent danger, such as ongoing attacks, will not be taken into account. In such cases, senken may also perform unscheduled and unannounced maintenance work. However, senken will make every effort to restore the Platform to normal functioning as soon as possible and inform users promptly about the status of the maintenance work.
- Time periods during which the Platform is not available due to technical or other problems that are not within senken's control, such as force majeure events, third-party fault (who are not agents), causes within the users' control (such as hardware failure), etc., will not be taken into account when calculating the availability of the Platform. Clause 11 of the terms and conditions (liability) remains unaffected by the above provisions of this clause.
- Senken is liable to the user in all cases of contractual and non-contractual liability in cases of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.
- In all other cases, senken is only liable for the violation of contractual obligations, the fulfillment of which is essential for the proper performance of the usage agreement and the user can regularly rely on their compliance (so-called cardinal obligations), limited to the replacement of foreseeable and typical damages, unless otherwise provided for in section 3. In all other cases, liability of senken is excluded, subject to section 3.
- The liability for damages resulting from injury to life, body or health and according to the Product Liability Act remains unaffected by the above-mentioned limitations and exclusions of liability.
The user shall indemnify and hold senken harmless from all claims asserted against senken by third parties arising out of the user's improper, contract-violating, or unlawful use of the user account and the platform, to the extent that the user is responsible for such improper, contract-violating, or unlawful use. In this regard, the user shall assume the costs of necessary legal defense of senken, including all court and attorney's fees in the statutory amount. The user is obliged to immediately, truthfully and completely provide senken with all information required for examining the claims and for defense purposes, in case of a claim made by third parties.
12. Data Protection
13. Cancellation Policy
If the user is a consumer according to § 13 of the German Civil Code (“ BGB”) (i.e., a natural person who concludes the usage agreement for purposes that can predominantly neither be attributed to their commercial nor their self-employed professional activity), the user has a right of revocation regarding the usage agreement in accordance with the following provisions.
Right of withdrawal
You have the right to withdraw your contractual declaration within 14 days without giving any reasons by means of a clear statement. The withdrawal period shall begin after conclusion of the contract and after you have received the contractual provisions, including the general terms and conditions, as well as all the information listed below under section 2 on a durable medium (e.g. letter, fax, email). To comply with the withdrawal period, it is sufficient to send the notice of withdrawal in due time if the declaration is made on a durable medium. The revocation must be addressed to:
Information required for the start of the revocation period
The information referred to in Section 1, sentence 2 includes the following information:
- the identity of the company, including the public business register in which the legal entity is registered and the corresponding registration number or equivalent identification; the main business activity of the company and the supervisory authority responsible for its admission;
- the valid address of the company and any other address relevant to the business relationship between the company and the consumer, and in the case of legal entities, associations of persons or groups of persons, the name of the authorized representative;
- the essential features of the financial service and information on how the contract is concluded;
- the total price of the financial service, including all related components, as well as any taxes paid by the company, or, if no precise price can be given, its basis for calculation, which allows the consumer to verify the price;
- any additional costs that may arise, as well as a reference to possible additional taxes or costs that are not paid or invoiced by the company;
- a note that the financial service relates to financial instruments that are subject to specific risks due to their specific features or the transactions to be carried out, or whose price fluctuates in the financial market, over which the company has no influence, and that earnings generated in the past are not indicative of future earnings;
- details on payment and performance;
- the existence or non-existence of a right of revocation, as well as the conditions, details of the exercise, in particular the name and address of the person to whom the revocation must be declared, and the legal consequences of the revocation, including information on the amount the consumer must pay for the service provided in the event of revocation if the consumer is obligated to pay compensation (based on Section 357a of the German Civil Code);
- das Bestehen oder Nichtbestehen eines Widerrufsrechts sowie die Bedingungen, Einzelheiten der Ausübung, insbesondere Name und Anschrift desjenigen, gegenüber dem der Widerruf zu erklären ist, und die Rechtsfolgen des Widerrufs einschließlich Informationen über den Betrag, den der Verbraucher im Fall des Widerrufs für die erbrachte Leistung zu zahlen hat, sofern er zur Zahlung von Wertersatz verpflichtet ist (zugrunde liegende Vorschrift: § 357a des Bürgerlichen Gesetzbuchs);
- the minimum term of the contract if it contains a permanent or regularly recurring service;
- the contractual termination conditions, including any contractual penalties;
- the Member States of the European Union whose law the company bases its establishment of relations with the consumer before conclusion of the contract;
- a contractual clause on the law applicable to the contract or the competent court;
- the languages in which the contract terms and the preliminary information mentioned in this revocation policy are communicated, as well as the languages in which the company agrees, with the consumer's consent, to conduct communication during the term of this contract;
- a note on whether the consumer can use an out-of-court complaint and appeal procedure to which the company is subject, and, if applicable, its access requirements.
Consequences of Withdrawal
In the event of an effective withdrawal, the services received by both parties are to be returned. If you have been informed and expressly agreed that the provision of the service may begin before the end of the withdrawal period and have agreed to this, you are obliged to pay compensation for the service provided until the withdrawal. If you are obliged to pay compensation, this may mean that you still have to fulfill your contractual payment obligations for the period until the withdrawal. Your right of withdrawal shall expire prematurely if the contract has been fully fulfilled by both parties at your express request before you have exercised your right of withdrawal. Any obligations to reimburse payments must be fulfilled within 30 days. This period begins for you with the sending of your withdrawal declaration and for us with its receipt.
14. Complaints and Dispute Resolution
- In case of complaints, users can contact senken directly at firstname.lastname@example.org.
- Furthermore, users have the possibility to submit a complaint in writing or in text form to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), Graurheindorfer Straße 108, 53117 Bonn, fax: +49 (0)228 4108-1550, concerning any violations by senken in connection with investment brokerage. When submitting a complaint, the circumstances and grounds of the complaint must be stated.
- Users can also submit a complaint in writing or record it at the conciliation board of the Deutsche Bundesbank regarding violations of the provisions of the German Civil Code (Bürgerliches Gesetzbuch) regarding remote financial service contracts. A request for conciliation can be submitted there by e-mail to email@example.com, by fax to +49 69 709090-9901, or by post to Deutsche Bundesbank, - Schlichtungsstelle -, Postfach 11 12 32, 60047 Frankfurt am Main. A form for this and further information about the procedure are available for download at https://www.bundesbank.de/de/service/schlichtungsstelle . Senken is obligated and willing to participate.
- In case of disputes between senken and users in connection with investment brokerage, there is also the possibility to contact a conciliation board established by the Federal Financial Supervisory Authority (Referat ZRC 3, Graurheindorfer Straße 108, D-53117 Bonn, phone: 0228/4108-0, fax: 0228/4108- 62299, e-mail: firstname.lastname@example.org, internet: www.bafin.de ). The request for the conduct of a conciliation procedure must be submitted in writing to the secretariat of the conciliation board with a brief description of the facts and the documents necessary to understand the dispute (such as correspondence, contractual terms, cost calculations). The request can also be submitted by e-mail. senken is obligated and willing to participate.
- The platform for online dispute resolution of the European Commission can be found at http://www.ec.europa.eu/consumers/odr . Senken is neither obliged nor willing to participate.
15. Final Provisions
- The user can download and save the current version of these terms and conditions via the platform.
- The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods, unless there are mandatory statutory provisions (especially consumer protection regulations) to the contrary. Consumers can always refer to more favorable provisions of their national law.
- The contract language is German and English. In case of interpretation discrepancies, the German version of these terms and conditions shall prevail.
- If the user does not have a general place of jurisdiction in Germany or in another EU member state, or is a merchant or a legal entity under public law, or has moved his or her permanent residence abroad after these terms and conditions become effective for consumers, or if the residence or habitual abode is not known at the time of filing the lawsuit, the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of senken.
- Should individual provisions of these terms and conditions be or become invalid, unenforceable or unenforceable in whole or in part, this shall not affect the validity, enforceability and enforceability of the remaining provisions of these terms and conditions. The invalid, illegal, unenforceable and/or unworkable provision shall be replaced by a valid, legal and enforceable provision which comes closest to the spirit and economic purpose of these terms and conditions as well as the original intention of the parties.