TERMS AND CONDITIONS OF THE IEO TOKEN BTEC PROCESS

§ 1.

Definitions

The following capitalized phrases in the Terms and conditions have the meaning given to them below, unless the context of the provisions of the Terms and conditions clearly indicates otherwise:

Cashback

A service provided by the Issuer as described in §5 of the Terms and Conditions

Price

the price for which a person interested in purchasing one Token may purchase a Token. The price of one Token is PLN 1 (PLN) gross (including VAT).

Issuer

B-Technology Limited Liability Company based in Jasionka:36-002 Jasionka, No. 954E, the Company was entered into the National Court Register under number 0000616005, by the District Court in Rzeszów, 12th Commercial Division of the National Court Register, REGON: 364334549, NIP: 5170375003, share capital: PLN 20,000.00, Website address: https://b-technology.eu/, e-mail: contact@b-technology.eu

Kanga Exchange

a system of FinTech tools and services available on the website at: www.kanga.exchange, which is a cryptocurrency and crypto-asset exchange, which is used to fulfil some of the Issuer’s obligations under the Terms and conditions; In accordance with the stock exchange Terms and conditions, it reserves the right to carry out the KYC (Know Your Customer) and AML (Anti Money Laundering) procedures.

Consumer

a natural person who performs a legal transaction with the entrepreneur (Issuer) not directly related to its business or professional activity.

Platform

an internet platform where the Issuer will, in particular, sell Products, in particular in exchange for Tokens, available at XERALL.COM.

IEO process

a process conducted by the Issuer, under which the Issuer, using blockchain technology and smart contracts, organizes the distribution of Tokens that can be purchased from the Issuer with the use of cash or virtual currencies.

Products

Goods and services offered by the Issuer on the Platform that can be purchased for Tokens.

Loyalty program

An action carried out by the Issuer in the manner described in the Terms and conditions, consisting in rewarding Tokenholders using the Proof-of-Stake protocol.

Entrepreneur with consumer rights

A natural person concluding a contract directly related to its business activity, when the content of this contract shows that it does not have a professional nature for that person, resulting in particular from the subject of its business activity, made available on the basis of the provisions on the Central Registration and Information on Business Activity.

Points

USDT – a virtual currency that is awarded in the Proof-of-Stake system

Proof-of-Stake

 

A consensus algorithm, in which it is the ownership that determines the amount of the win. The chance is proportional to the amount of funds held (i.e. deposited on a dedicated account).

Terms and conditions

Refers to this document regulating the rights and obligations of the parties in the IEO Process available at: https://b-technology.eu/.

Token

Digital tokens offered by the Issuer under the name BTEC, created and operating in the ERC – 20 standard, in the Ethereum blockchain environment, entitling their holders to demand from the Issuer the services described in the Terms and conditions. The token is the so-called utility token containing specific useful functions.

Token holder

An entity that has the rights related to the disposal of the Token in connection with the acquisition of the Token in the IEO Process or on the secondary market, submitting the statements described in Annex 1.

PLN

Virtual currency within the meaning of the provisions of the Act of March 1, 2018 on counteracting money laundering and terrorist financing, which is the so-called stablecoin in a 1: 1 ratio with a fiat currency – PLN, i.e. the Polish zloty.

USDT

Virtual currency within the meaning of the provisions of the Act of March 1, 2018 on counteracting money laundering and terrorist financing, which is the so-called stablecoin in a 1: 1 ratio with a fiat currency USD, i.e. the US dollar.

Whitepaper

 

A document describing the activities carried out by the Issuer, its structure, its mission, rules of operation, planned projects and describing the risks related to the IEO Process, available on the website: https://b-technology.eu/

§ 2.

In order to remove any doubts, the Parties agree that:

  • The Terms and conditions do not constitute a contract of any company (including a civil law partnership, commercial law company, consortium or similar agreement) and do not contain a power of attorney to act on behalf of the Issuer. Conclusion, performance or termination of the contract concluded by accepting the Terms and conditions does not entitle the Token holder or oblige the Issuer to transfer to the Token holder profits or any other corporate benefits or any other benefits not provided for in the Terms and conditions.
  • Tokens do not entitle you to the ownership of any goods or raw materials, and do not entitle you to acquire corporate rights, share in profits, etc., Tokens do not constitute an asset tokens or equity tokens; the above does not, however, exclude the use of Tokens to purchase Products and to obtain other benefits described in detail in the Terms and conditions.
  • The Terms and conditions are not in the nature of a loan, irregular deposit or similar agreement, the purpose of which would be to put the capital into use by the Issuer.
  • The Issuer does not provide any payment services, any financial or investment services, in particular, it does not participate in securities trading and does not offer any financial instruments. The Issuer also does not conduct activities appropriate to collective investment undertakings.

§ 3.

  1. The Terms and conditions define the mutual rights and obligations of the Token Holder and the Issuer, and also define the rules for purchasing Tokens. Upon the acceptance of the Terms and conditions and payment for the Tokens, an agreement is concluded between the Issuer and the Token holder on the basis of these Terms and conditions. The contract entitles the Token holder only to the benefits described in the Terms and conditions. By concluding the contract, the Token Holder and the Issuer undertake to perform the obligations described in the Terms and conditions, and also submit the statements specified therein, in particular, the person purchasing the Tokens submits the statements listed in Annex 1 to the Terms and conditions.
  2. A person who intends to conclude an agreement with the Issuer on the basis of the Terms and conditions (potential buyer) should read the Terms and conditions before purchasing the Tokens. Placing an order for Tokens is tantamount to accepting the Terms and conditions, and the buyer of the Tokens undertakes to pay the Issuer the Price for the Tokens no later than within 7 (seven) days from the date of accepting the Terms and conditions. The Issuer undertakes in return, immediately, but not later than 7 (seven) days from the date of payment of the full Price, to send the Tokens to the address of the buyer’s virtual wallet in Kanga Exchange.
  3. Each person purchasing Tokens (including the Token Holder) declares that he is aware that the Issuer’s statements contained in the Whitepaper document are only guidelines for the Issuer, which the Issuer intends to follow in his business, which, however, may not always be possible to implement in practice. Any reservations made in the Whitepaper (in particular reservations described in the section: “LEGAL DISCLAIMERS AND SIGNIFICANT RISK INFORMATION”) are at the same time an integral part of the Terms and conditions, which is fully accepted by the purchasers of Tokens.
  4. The Buyer of Tokens (including the Token holder) also acknowledges that it has been informed by the Issuer that the industry in which the Issuer operates is a dynamic industry and is subject to many trends that may take different directions of development, which may or may not have an impact on the decisions related to entering into an agreement with the Issuer by the Token Holder.
  5. Distribution of Tokens in the so-called the primary broadcast takes place with the use of the Kanga Exchange service.
  6. The Issuer is not responsible for the security of the Tokens held, including the IT security of the Tokens, as it has no technical capabilities to ensure this security, in particular due to the fact that the distribution and storage of the Tokens takes place on the Kanga Exchange platform (which is operated by the entity completely independent of the Issuer).
  7. The IEO process begins with the purchase of the first Token (payment of the full Price for the Token).
  8. Possession of Tokens entitles only to the benefits described in detail in the Terms and conditions.
  9. The Issuer sets the minimum cap of the IEO Process (the minimum amount from which the Issuer starts to provide the benefits described in the Terms and conditions resulting from the possession of Tokens) at PLN 7,000,000 (seven million) PLN (this amount determines the total amount for which Tokens must be redeemed, that the Issuer performs the services described in the Terms and conditions resulting from the possession of Tokens), where only the amounts paid and not returned as a result of withdrawal from the contract are counted, and not orders for the purchase of Tokens. If, within 1 (one) month from the moment referred to in paragraph 7 above, the minimum cap will not be reached, the IEO process will be cancelled, and the Issuer will reimburse the people who purchased the Tokens, the Purchase Price of the Tokens in the same way as they were purchased, to which the Token holder agrees.
  10. At each stage of the distribution of Tokens in the IEO Process, the Issuer may decide to terminate the IEO Process, regardless of the level of the distributed Tokens. Then, the Tokens purchased in the IEO Process will be returned to the buyers of the Tokens in the same way as they were purchased, for which the Token holder agrees.

§ 4.

The way of using the Tokens – usability

  1. The Tokens can be used on the Platform by purchasing Products offered by the Issuer or obtaining a discount on the Products. The Tokens also enable the purchase of advertising on the Platform on the terms agreed with the Issuer.
  2. The Issuer declares that its intention is to make some of the Products available for purchase on the Platform only for Token holders, which is to increase the value of the Tokens. The Issuer declares that it is possible that it will launch an additional, different platform on which it will offer its Products that can be purchased in exchange for Tokens.
  3. The purchase of Products on the Platform with the use of Tokens takes place with the recognition that one Token is worth its market price and the exchange of Tokens for a Product or Products at their price specified in the Store. The lack of a sufficient number of Tokens to place an order in the Store will require the Token holder to pay an additional amount.
  4. The Issuer is not obliged to verify whether the person who is the holder of the Token(s) is the authorized holder of the Token, whether he has correctly acquired the Token and whether he is the authorized person under the contract concluded on the basis of the Terms and conditions, to which the Token holder agrees.

§ 5.

Loyalty Program and Cashback Terms

  1. The Loyalty Program promotes Tokens who have Tokens and do not sell them on the secondary market. The Loyalty Program assumes the award of Points for having Tokens on the terms described in this section, provided that the following conditions are met:
  • Kang Exchange registered user status, including having an active, unblocked and fully verified account;
  • sending the owned Tokens to the Proof-of-Stake system on the Kanga Exchange platform.
  1. None of the Token holders is required to participate in the Loyalty Program. The main functionality of the Tokens is their ability to be used on the Platform.
  2. Sending the owned Tokens to the account in the Proof-of-Stake system causes the so-called freezing the Tokens for a period specified by the Issuer, with the proviso that if the Token holder decides to withdraw the Tokens (or part of them) from the Proof-of-Stake system, they will be returned to the Token holder’s wallet only 7 days after their withdrawal. For the period from the withdrawal of the Tokens from the Proof-of-Stake until their return to the Token holder’s wallet, the award under the Loyalty Program will not be charged.
  3. The award in the form of Points will be awarded by the Issuer in the form of USDT in the Proof-of-Stake system after 7 days from sending the Token or Tokens to the account dedicated in the Proof-of-Stake system.
  4. Points will be awarded in accordance with paragraph 4, starting from the moment indicated in paragraph 6 below, subject to paragraph 7, every day, once, at a time determined by the Issuer. Token holders who meet the conditions of the Loyalty Program are entitled to a reward (in Points) equal to the amount indicated in paragraph 6 below, to be divided among all Token holders who meet the conditions of the Loyalty Program for a given day and time. The equivalent of the Proof-of-Stake (PoS) reward will be 1/365 (and 1/366 in leap years) daily of the designated reward, with the exception of the last year of the program in the period May 1, 2032-June 6, 2033, where the award will be divided proportionally to the number of all days in this period.
  5. Awards under the Loyalty Program will be awarded in the period from 01.05.2023 to 06.06.2033, subject to paragraphs 7 and 10. The number of points awarded to Token holders, subject to paragraph 8 by the Issuer is as follows:
  • In the period from 01.05.2023 to 30.04.2024 – the award for PoS is the equivalent of 10% of revenues of B-Technology Sp. z o.o. in the financial year 2022 (01.01.2022-31.12.2022).
  • In the period from 01.05.2024 to 30.04.2025 – the award for PoS is the equivalent of 9% of revenues of B-Technology Sp. z o.o. in the financial year 2023 (01.01.2023 – 31.12.2023)
  • In the period from 01.05.2025 to 30.04.2026 – the award for PoS is the equivalent of 8% of revenues of B-Technology Sp. z o.o. in the financial year 2024 (01.01.2024 – 31.12.2024)
  • In the period from 01.05.2026 to 30.04.2027 – the award for PoS is the equivalent of 7% of revenues of B-Technology Sp. z o.o. in the financial year 2025 (01.01.2025 – 31.12.2025)
  • In the period from 01.05.2027 to 30.04.2028 – the award for PoS is the equivalent of 6% of revenues of B-Technology Sp. z o.o. in the financial year 2026 (01.01.2026 – 31.12.2026)
  • In the period from 01.05.2028 to 30.04.2029 – the award for PoS is the equivalent of 5% of B-Technology Sp. z o.o. in the financial year 2027 (01.01.2027-31.12.2027)
  • In the period from 01.05.2029 to 30.04.2030 – the award for PoS is the equivalent of 4% of B-Technology Sp. z o.o. in the financial year 2028 (01.01.2028-31.12.2028)
  • In the period from 01.05.2030 to 30.04.2031 – the award for PoS is the equivalent of 3% of B-Technology Sp. z o.o. in the financial year 2029 (01.01.2029 – 31.12.2029)
  • In the period from 01.05.2031 to 30.04.2032 – the award for PoS is the equivalent of 2% of revenues of B-Technology Sp. z o.o. in the financial year 2030 (01.01.2030 – 31.12.2030)
  • In the period from 01.05.2032 to 06.06.2033 – the award for PoS is the equivalent of 1% of revenues of B-Technology Sp. z o.o. in the financial year 2031 (01.01.2031 – 31.12.2031)
  1. If the Issuer obtains a “hard cap” during the BTEC Token’s IEO Process, i.e. the collected amount is PLN 11,000,000 (in words: eleven million zlotys) by 15.04.2022, the Issuer will perform a Cashback action. As a part of Cashback, the Issuer is going to grant a discount on Tokens being purchased to Token holders in form of Points, following the Terms described in this clause: a) from 01.05.2022 to 30.04.2023 equal to 4.5% of the amount collected by the Issuer in the course of IEO Process for distribution within the Token holders meeting the Loyalty Program Terms on the date and time to be recalculated using the USDT exchange rate for 30.04.2022; b) during the period from 01.05.2023 to 30.04.2024 in the amount of 4.5% collected by the Issuer in IEO Process Cashback conditions for a given day and time, which amount will be converted according to the USDT exchange rate as of 30.04.2023. In the case of the terms of execution, the Cashback will be granted in the period granted regardless of the Loyalty Program (it may be paid at the same time with the benefits from the Loyalty Program in the period 1.05.23-30.04.24). Cashback will function on the basis of the Loyalty Program adapted in §5, i.e. provided that the conditions in sec. 1, and Points will be awarded using Proof-of-Stake protocol in the same way as in the Loyalty Program, daily according to sections 3 to 5. The remaining provisions of sections 10 to 14 apply accordingly.
  2. When calculating the prizes referred to in paragraph 6 above, only the Issuer’s revenues that the Issuer will obtain from the sale of Products based on the patent will be taken into account: https://register.epo.org/application?number=EP13731045. The patent is detailed in the Whitepaper.
  3. The amount of prizes allocated to the Loyalty Program, referred to in paragraph 6, as well as the amount of the revenues referred to in paragraph 8 above will be published on the Issuer’s website by April 30 of each calendar year, starting from April 30, 2023. On this day, the value of the awards will also be converted according to the current USDT exchange rate.
  4. The Loyalty Program will last until the rights to the patent referred to in paragraph 8 above, no later than June 6, 2033. The Issuer does not undertake that it will not sell the patent during the period of the Loyalty Program and therefore cannot guarantee the duration of the Loyalty Program. If the patent is sold, the Issuer undertakes to inform the Token holders of this on its website (https://b-technology.eu) within 14 days of concluding such a transaction. Then the duration of the Loyalty Program will be shortened to 30 calendar days following the date of issue of the message. During this period, in proportion to the number of days of the new period, the remaining Loyalty Program prize pool for the given year will be allocated to the Token holders for distribution, which will be additionally increased by the equivalent of 10% of the net amount paid by the patent purchaser of the sale transaction, calculated according to the USDT exchange rate as at the date of sale.
  5. In the event of failure to meet the conditions specified in sec. 1 above, despite the possession of Tokens by the Token holder, Points for the Loyalty Program and Cashback may not be accrued; the Token holder is aware of that and accepts it.
  6. The validity of Points is not limited in time and they are not forfeited.
  7. The Issuer does not guarantee or offer the exchange of Points for fiat currencies. The exchange of Points for fiat currencies takes place beyond the control and knowledge of the Issuer, and the Issuer does not guarantee any exchange rate of Points for fiat currencies.
  8. The Issuer reserves that in the event that it is not possible to continue cooperation with Kanga Exchange, it intends to establish cooperation with another exchange that will enable the implementation of the Loyalty Program. If then, however, it is not possible to fully implement the functionality of the Loyalty Program, it will be replaced by the token burn mechanism. This means that the Issuer will make an offer to purchase Tokens in the order book on the stock exchange, the purchase of which will allocate the equivalent of the rewards in the Loyalty Program for a given period. The Issuer does not guarantee the repurchase of Tokens, it is not able to determine the number of Tokens purchased in advance, it is also not able to guarantee the price of the Tokens, in particular it has no influence on the fluctuations of this rate. Due to the token burn mechanism, Token holders are not entitled to any claims against the Issuer for the redemption of Tokens. Tokens bought from the secondary market will be burned / frozen (burn tokens), which means that they do not return to circulation after their purchase by the Issuer. Burned / redeemed Tokens do not entitle to any benefits.

§ 6.

  1. The terms of the contract concluded on the basis of the Terms and conditions are as follows:
 

Contractual terms

No.

Operation

Date

1.

transfer of the Price or its equivalent to the Issuer’s account or wallet address

immediately, but no later than within 7 (seven) days from the date of submitting the offer for Tokens

2.

transfer by the Token Issuer to the address of the Kanga Exchange virtual wallet

immediately, but not later than within 7 (seven) days from the date of receipt of the Price by the Issuer

  1. In the event of the occurrence of the events referred to in § 12 and § 13 of the Terms and conditions, as well as in the event of circumstances beyond the control of the Issuer, including in particular circumstances the causes of which would lie on the part of the buyer, the dates referred to in paragraph 1 above will be appropriately extended by the duration of the above-mentioned events and the time necessary to prevent their effects.
  2. In order to avoid any doubts, the moment of due performance of obligations is:
  • for the Token Holder – the moment of crediting the payment account or cryptocurrency wallet of the Issuer with the full amount of the Price or its equivalent in virtual currencies;
  • for the Issuer, as part of the IEO Process – the moment when the Issuer replenishes the Token’s wallet address with Tokens in the number of purchased Tokens
  1. The price may be payable in PLN and its equivalent in virtual currencies offered and available for tokenization on the Kanga Exchange. The Issuer reserves the right to amend the Terms and conditions as regards the method of transferring the Price or indicating new methods of transferring the Price.

§ 7.

Declarations and the Consumer’s right to withdraw

  1. By accepting the Terms and conditions, the Token holder submits, unconditionally and irrevocably, the statements and assurances listed in Annex 1 to the Terms and conditions.
  2. If the Token Holder is a Consumer or an Entrepreneur with consumer rights, he has the right to withdraw from the contract concluded on the basis of the Terms and conditions without giving any reason, on the terms described below and in the mandatory provisions.
  3. The right to withdraw may be exercised within 14 (fourteen) days from the date on which the Tokens were issued, by sending a declaration of withdrawal in writing to the Issuer’s address (provided in § 1 of the Terms and conditions) or in a documentary form to the e-mail address: contact@b-technology.eu If the Tokens were issued on different days, the deadline referred to in the previous sentence is counted separately for each of the Tokens. The declaration may be in the form in accordance with the model contained in Annex 2 to the Terms and conditions. The Issuer will immediately send a confirmation of receipt of the declaration of withdrawal from the contract on a permanent medium.
  4. The Issuer will return all payments made immediately, no later than within 14 (fourteen) days from the date of receipt of the declaration of withdrawal from the contract.
  5. The Issuer shall refund the payment using the same method of payment as the person purchasing the Token paid for the Tokens. The Issuer may withhold the reimbursement until the Tokens have been received back.
  6. In the event of an effective withdrawal from the contract, the contract concluded on the basis of the Terms and conditions is considered void.

§ 8.

In addition to other obligations resulting from legal provisions and the provisions of the Terms and conditions, the Token holder undertakes in particular to:

  • timely payment of the full Price to the Issuer;
  • strict adherence to the Issuer’s technical instructions to the extent necessary to spend on Tokens;
  • incurring costs related to the performance of the subject of the Terms and conditions (concluded contract), if they are not described as the Issuer’s obligations;
  • immediately provide the Issuer with data, statements and documents requested by the Issuer and which, in its opinion, will be necessary for the performance of the contract concluded on the basis of the Terms and conditions.

§ 9.

  1. The Issuer declares that according to the current state of technical knowledge, it has the necessary experience and qualifications, as well as economic, technical and personal resources to conduct the activities described in the Whitepaper, and that there are no obstacles on its side that could prevent the fulfilment of obligations resulting from the Terms and conditions, but this does not mean that he provides Token holders or guarantees them that any plans or projects described in the Whitepaper will be carried out and completed in accordance with its assumptions.
  2. The Issuer indicates that both he, his advisers and other persons who directly or indirectly participated in the conclusion of the Terms and conditions on the part of the Issuer, did not submit any statements and guarantees to the Token holders other than those indicated directly in the Terms and conditions, therefore, the Tokens are not entitled to rely on statements and guarantees other than those indicated directly in the Terms and conditions.

§ 10.

  1. The Issuer undertakes to:
  • timely release of Tokens, in accordance with the assumptions referred to in paragraph 2 below;
  • implementation of the services described in the Terms and conditions;
  1. The tokens will be issued to a virtual wallet on the Kanga Exchange platform.

§ 11.

  1. Payment of the Price is made by means of fast internet payments or by bank transfer directly to the Issuer’s bank account. The price equivalent can also be paid in virtual currencies and in this case it is done using the functionality of the Kanga Exchange website. This may mean incurring additional costs related to the implementation of this payment, according to the Kanga Exchange price list, and may also involve the need to accept additional conditions for the implementation of such a method of payment of the Price, which are entirely beyond the Issuer’s control.
  2. In the event of the buyer’s failure to meet the obligation to pay the Price or to pay the incomplete Price, the Issuer may, in particular, but not exclusively:
  • demand payment of the total Price or the remaining part of the total Price for themselves;
  • withdraw from the contract in accordance with § 14 of the Terms and conditions, with the proviso that the withdrawal will not affect other rights of the Issuer resulting from the content of the Terms and conditions, and the Issuer is not obliged to perform any obligations under the Terms and conditions
  1. By accepting the Terms and conditions, the Token holder agrees to issuing and receiving invoices by electronic means.

§ 12.

  1. The parties to the contract concluded on the basis of the Terms and conditions are responsible for the proper performance of the Agreement on the general principles referred to in art. 471 of the Civil Code, subject to the provisions of this paragraph.
  2. The obligations of the Issuer provided for in the Terms and conditions will be treated as obligations of due diligence and due diligence provided for this type of relationship. In no event can the Issuer’s liability be assessed on the basis of the provisions and principles relating to performance obligations.
  3. The Issuer is not liable for non-performance or improper performance of the contract as a result of:
  • occurrences of events originating in the use of decentralized registers technology and related to the functioning of the Ethereum blockchain;
  • occurrence of events resulting from the actions or omissions of third parties, in particular public administration bodies, in the broadest possible sense, including changes in the law or their interpretation;
  • any actions or omissions in its performance by the Token Holder, in particular improper compliance with the Issuer’s instructions regarding the handling of the Tokens, or failure to implement or improper implementation of the ICT application used for their handling, security, or instructions provided by the Issuer unless the above-mentioned events occurred as a result of the Issuer’s deliberate actions;
  • actions or omissions of third parties, in particular if, as a result of such actions or omissions, Tokens or other assets stored in digital form, to which the provisions of the Terms and conditions apply, have been forfeited.
  1. By accepting the Terms and conditions, the Token holder acknowledges that the processes of issuing and selling Tokens are processes based on the use of innovative technologies, the use of which is associated with special risks, and that the position of state authorities regarding the use of the above-mentioned technology is subject to dynamic changes, and that there is no uniform jurisprudence or interpretation in this respect, and as a consequence, he agrees to fully indemnify the Issuer from liability for the events mentioned in this section and waives any claims and rights in this respect, which he or she is entitled to or could be entitled to in the future.
  2. The Issuer’s liability under the warranty is excluded to the fullest extent permitted by the generally applicable provisions of law. The Issuer is not liable for indirect damages and lost profits.
  3. By accepting the Terms and conditions, the Token holder releases the Issuer’s representatives, its contractors, intermediaries, agents, advisers, partners and employees, to the fullest extent permitted by generally applicable law, from all claims, damages, losses and expenses resulting from the described in this paragraph events, including claims that could be derived from third parties.

§ 13.

  1. For the purposes of the Terms and conditions, force majeure is an event which is:
  • universal,
  • external,
  • extraordinary,
  • impossible to prevent for the parties (parties to the contract concluded on the basis of the Terms and conditions), and which is objectively impossible to prevent with the utmost care by either party, in particular, but not exclusively:
    1. wars,
    2. riots,
    3. general strikes,
    4. natural disasters,
    5. pandemics, epidemics,
    6. changes in the norms of generally applicable law or their interpretation by authorized bodies (regardless of jurisdiction) affecting the performance of the subject of the contract,
    7. cessation or significant limitation of the functioning of the Ethereum blockchain network.
  1. The Issuer will be fully released from liability for non-performance or improper performance of the subject of the contract concluded on the basis of the Terms and conditions to the extent that it occurred as a result of documented force majeure.
  2. The occurrence of force majeure does not affect the very existence of a financial obligation of the parties to the contract concluded on the basis of the Terms and conditions, provided for in the Terms and conditions, but only on the date of its performance.

§ 14.

  1. The Issuer, without prejudice to the provisions of law and other provisions of the Terms and conditions, may withdraw from all or part of the contract concluded on the basis of the Terms and conditions, in the event of a delay in paying the Price, in whole or in part, exceeding 14 (fourteen) days.
  2. The Issuer, without prejudice to the provisions of generally applicable law and other provisions of the Terms and conditions, may terminate the contract concluded with the buyer of Tokens on the basis of the Terms and conditions, with immediate effect, without observing the notice period, in the event of:
  • the occurrence of circumstances preventing or limiting the free performance of the Token holder’s obligations under the Terms and conditions;
  • in any of the Token holders’ statements, contained in Annex 1 to the Terms and conditions, turns out to be untrue,
  • in the event of a gross violation of the Terms and conditions by the Token holder, provided that he is called to provide explanations, cease certain actions or remedy their effects, and set a deadline for this, which may not be shorter than 7 (seven) days. The request referred to in the previous sentence should be sent in a document form.
  1. The parties agree that the termination of the contract, its expiry or withdrawal from it, under any legal or factual title, and in particular by submitting an effective declaration of withdrawal or termination (regardless of the legal basis – statutory or contractual) does not entitle the Token Holder to raise rights or claims against the Issuer due to lost profits
  2. The declaration of withdrawal from the contract or its termination should be made in writing or in a documentary form to the e-mail address provided when registering an account on the Kanga Exchange.

§ 15.

  1. Token holders have the right to freely dispose of all their Tokens, including disposing of them, subject to circumstances for which the Issuer is not responsible (e.g. in the event of blocking an account on the Kanga Exchange website, loss of access to the account in Kanga Exchange, loss of the private key by the Token holder, etc.) and subject to the provisions of the Terms and conditions indicated below.
  2. The Token holder has the right to transfer all his rights and obligations under the Terms and conditions (contracts concluded on its basis) to third parties, but only by selling all or part of the Tokens to third parties.
  3. The token holder undertakes that he will only sell the rights or sell only the obligations, and will not make any partial assignments, which means that it is only permissible to transfer all rights and obligations under the contract concluded on the basis of the Terms and conditions, subject to the possibility of transferring only some of the owned Tokens and the corresponding rights and obligations (all of these rights and obligations). This also applies to any activities other than the assignment of legal transactions, the result of which may be the entry of a third party into the rights of the creditor or the acquisition by a third party of the rights of the creditor, in particular, but not exclusively, as a result of a surety, repayment of the debtor or pledge.
  4. The Issuer has the right to transfer all or part of the rights and obligations under the Terms and conditions to other entities, to which the Token holder agrees.

§ 16.

  1. The Issuer reserves the right to amend the Terms and conditions during the IEO Process. Any changes and additions to the Terms and conditions, termination of the contract concluded by its acceptance, and statements or notifications submitted by the Issuer on its basis, except for those expressly mentioned in the provisions of the Terms and conditions, require notification of the Token Holder of these changes in a document form. The Issuer also reserves the right to withdraw some of the Tokens from the available non-distributed pool on the Kanga Exchange and to change their purpose, function and method of distribution (e.g. through distribution through other channels, including their own online store), without violating the rights previously obtained by the Token holders.
  2. If any provision of the Terms and conditions turns out to be invalid or cannot be implemented due to the mandatory provisions of law, the parties to the contract concluded on its basis will amend the Terms and conditions in good faith in a manner reflecting the arrangements made by the parties and in accordance with the requirements of applicable law.
  3. In the event that any of the provisions of the Terms and conditions turns out to be invalid or unenforceable, the remaining provisions will be valid and binding as if there was no invalid provision.
  4. The Terms and conditions are subject to Polish law and will be interpreted in accordance with it.
  5. The Terms and conditions are subject to the jurisdiction of Polish courts.
  6. The provisions of the Terms and conditions, including this paragraph, do not infringe the provisions of consumer law, in particular the basic principles of consumer protection, in the event that an authorized body would consider their application appropriate for the Terms and conditions.
  7. Any disputes that may arise between the Token Holder and the Issuer in connection with the contract concluded on the basis of the Terms and conditions will be resolved by:
  • if the Token holder is not a Consumer or Entrepreneur with consumer rights – by the court competent for the seat of the Issuer;
  • if the Token holder is a Consumer or Entrepreneur with consumer rights – by a local court in accordance with generally applicable provisions.
  1. If the Token Holder is a Consumer, all disputes arising under the Terms and conditions may be resolved by mediation or via the EU ODR internet platform, available at http://ec.europa.eu/consumers/odr/.
  2. Personal data of persons participating in the IEO Process are processed on the terms described in Annex 3 to the Terms and conditions: “Information on the processing of personal data”.
  3. Annexes to the Terms and conditions constitute its integral whole.

List of attachments to the Terms and conditions:

Annex no. 1 – Statements and assurances by the buyer of Tokens;

Annex No. 2 – Template of the declaration of withdrawal from the contract;

Annex No. 3 – Information on the processing of personal data.

Annex 1 to the Terms and conditions – statements and assurances by the buyer of Tokens

Each person who purchases Tokens and accepts the Terms and conditions represents and warrants to the Issuer that:

  1. is not a citizen or tax resident of the United States of America, the People’s Republic of China, or any other state whose law restricts or prohibits participation in proceedings collectively and commonly referred to as Token Offering or token sale;
  2. acts on his own behalf and on his own behalf, and in particular does not act for the benefit of a person or entity being a citizen or tax resident of the United States of America, the People’s Republic of China, or another state whose law restricts or prohibits participation in proceedings collectively and commonly referred to as a Token Offering or token sale;
  3. has full legal capacity within the meaning of the provisions of Polish law, and in the light of the provisions of the State of which he or she is a citizen.
  4. If he acts as a representative or representative of the entity purchasing Tokens, he is properly and effectively empowered to accept the Terms and conditions and at every stage of the implementation of the contract concluded on the basis of the Terms and conditions, he will be able to document his authorization on the basis of a written authorization or an excerpt from the register of activities of the relevant country for the entity on behalf of which he acts,
  5. acknowledges and accepts that the Terms and conditions, as well as other statements from the Issuer, do not constitute a public offer, and that the contract, concluded on the basis of the Terms and conditions, is not concluded in connection with any public offer;
  6. acknowledges and accepts that the Tokens are not:
  • a financial instrument within the meaning of Art. 2 paragraph 1 of the Act of July 29, 2005 on trading in financial instruments;
  • a participation unit or an investment certificate within the meaning of the Act of 27 May 2004 on investment funds and management of alternative investment funds;
  • a retail collective investment product within the meaning of Art. 4. Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for retail collective investment products and insurance-based investment products (PRIIPs) and is not subject to state-guaranteed legal regulations;
  1. acknowledges and has been informed that the IEO Process is not:
  • a public offering within the meaning of Art. 3 para. 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, or similar;
  • the activity of managing alternative investment funds within the meaning of Art. 1a of the Act of 27 May 2004 on investment funds and management of alternative investment funds or similar;
  • investment fund management activities within the meaning of the Act of 27 May 2004 on investment funds and management of alternative investment funds or similar;
  • an activity performed by an investment fund (an open-end investment fund, a closed-end investment fund or a specialized open-end investment fund), or an activity performed by an alternative investment fund within the meaning of Art. 2 letter 10a of the Act of 27 May 2004 on investment funds and management of alternative investment funds or similar;
  • activities performed by an alternative investment company within the meaning of Art. 8a of the Act of 27 May 2004 on investment funds and management of alternative investment funds or similar;
  • activities of a pension fund within the meaning of Art. 2 para. 1 of the Act of August 28, 1997 on the organization and operation of pension funds or similar;
  • insurance or reinsurance activity within the meaning of Art. 4 para. 1 and 2 of the Act of September 11, 2015 on insurance and reinsurance activities or similar;
  • banking activities, including the activities referred to in art. 5 para. 1 or art. 6 of the Act of August 29, 1997 Banking Law or similar;
  • outsourcing activities in the field of banking activities, activities of investment funds or insurance or reinsurance companies within the meaning of the relevant provisions of general law or similar;
  • activity in the field of trading in financial instruments within the meaning of the Act of July 29, 2005 on Trading in Financial Instruments or similar;
  • activity consisting in the provision of payment services within the meaning of Art. 3 of the Act of August 19, 2011 on payment services or similar;
  • other regulated, regulated or licensed activities, in particular activities requiring a license, permit, certificate, notification, concession, entry in the register of regulated activities or any other consent of third parties being public administration bodies, within the meaning of the relevant provisions of Polish law;

and also that the Issuer:

  • does not conduct activities consisting in collecting funds of other natural persons, legal persons or organizational units without legal personality in order to grant credits, cash loans or risk exposure to these funds in any other way, and that it will not undertake such activity;
  • does not perform activities consisting in investing in securities, money market instruments or other property rights, assets of natural persons, legal persons or organizational units without legal personality, collected through the proposal to conclude the Terms and conditions, the subject of which is participation in this project, and that it will not undertake to conduct such activity;

Additionally, the buyer of the Tokens declares that:

  1. acknowledges and accepts that it will not be entitled to issue instructions to the Issuer regarding the use of the Price and the course of the Issue or Project;
  2. acknowledges and accepts that the entity solely authorized to decide on the use of the Price is the Issuer, and therefore is not entitled to issue instructions and the like to the Issuer in this respect;
  3. acknowledges that from the moment of issue, the Token may not be presented to the Issuer for redemption, except in the cases described in the Terms and conditions;
  4. familiarized himself with the Whitepaper, including the Issuer’s activities, as well as all reservations described in the Whitepaper, as well as obtained all necessary information and data for him, which he considers sufficient to make a decision on accepting the Terms and conditions and accepting an obligation to transfer the Price for the Issuer;
  5. made an independent and unlimited decision to accept the Terms and conditions, as well as undertook the obligation to transfer the Price to the Issuer;
  6. he or she is aware of and is aware that the Issuer does not guarantee that the possession of the Token will bring the results, results or economic benefits expected by the Token holder;
  7. confirms that the Issuer did not ensure and did not guarantee that the results, results or economic benefits expected by Token holder related to the possession of the Tokens would be achieved;
  8. he is aware that the implementation of the plans and projects described in the Whitepaper and in the Terms and conditions may not take place due to the actions of state authorities, including actions aimed at limiting or excluding the possibility of issuing Tokens;
  9. acknowledges and accepts that the Issuer and entities acting on its behalf and cooperating with it will take actions in good faith to implement the plans and projects described in the Whitepaper, however, it is possible that these plans and projects will not be implemented or only partially realized;
  10. acknowledges and accepts that presenting the Tokens to the Issuer in a conventionalized form and within the time provided for in the Terms and conditions, may be a necessary activity to receive a Cashback from the Issuer, and therefore that the transfer of the Token to a third party, under any title legal or actual, or its loss, including as a result of technical circumstances, may be associated with the loss of allowances under the issue of Tokens;
  11. acknowledges and accepts that by concluding the agreement, on the basis of the Terms and conditions, he does not join the Issuer’s company, does not create the Issuer’s company, and does not acquire corporate rights in the Issuer’s company, and does not establish a legal relationship with the Issuer of a similar nature, including a civil partnership or joint venture;
  12. acknowledges and accepts that the Issuer may, but does not have to, enter into agreements similar to this one in the future with third parties;
  13. has the knowledge and experience in the field of investing, which enabled him to make an informed and voluntary decision on participation in the IEO Process and the related risks;
  14. acknowledges and accepts that the conclusion of the contract on the basis of the Terms and conditions may have tax consequences, and the Issuer does not undertake in any way to indicate the tax consequences of concluding the contract, and even more so to regulate any taxes, because this obligation rests solely on the person purchasing the Tokens;
  15. the funds allocated to the Price come from legal sources, which is ensured by the Issuer and guarantees the legality of these funds;
  16. is solvent and has the necessary financial resources to perform the contract;
  17. there are no obstacles on his side that could prevent the conclusion and performance of the contract concluded on the basis of the Terms and conditions;
  18. if he or she is a natural person and married – he or she ensures and declares that the spouse has agreed to accept the contract concluded on the basis of the Terms and conditions and does not raise objections in this respect pursuant to Art. 36 1 and 37 of the Act – Family and Guardianship Code;
  19. does not have any payment arrears with public administration bodies, and in particular, but not exclusively, arrears with tax offices, the Social Insurance Institution or customs offices;
  20. no court, enforcement, administrative or security proceedings are pending, of which he would be a participant, and which could adversely affect the performance of his obligations described in the Terms and conditions, in particular the payment of the Price;
  21. has full legal capacity within the meaning of Polish law, which has not been limited by a final court decision.

Annex 2 to the Terms and conditions – Template of the declaration of withdrawal from the contract

B-TECHNOLOGY SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ with its registered office in Jasionka

36-002 Jasionka, Jasionka 954E

WITHDRAWAL FROM THE CONTRACT

I declare that I withdraw from the BTEC Token contained in the IEO Process Terms and conditions:

First and last name:

______________________________________________________________________________________

Date of concluding the contract / date of placing the order:

______________________________________________________________________________________

Number of Tokens returned on the basis of this withdrawal:

 ______________________________________________________________________________________

E-mail address (equivalent to the email address on Kanga Exchange):

 _____________________________________________________________________________________

Date and signature:

 ______________________________________________________________________________________

Annex 3 to the Terms and conditions – Information on the processing of personal data

 

INFORMATION ON DATA PROCESSING

This document describes in detail the rules for the processing of personal data in connection with the IEO Token BTEC Process

The administrator of the personal data provided by you is:

B-Technology Limited Liability Company based in Jasionka:36-002 Jasionka, No. 954E, the Company was entered into the National Court Register under number 0000616005, by the District Court in Rzeszów, 12th Commercial Division of the National Court Register, REGON: 364334549, NIP: 5170375003, share capital: PLN 20,000.00, Website address: https://b-technology.eu/, e-mail address: contact@b-technology.eu

Your personal data is processed in accordance with the Regulation of the European Parliament and of the Council (EU) 2016/679 of 27 April 2016 (“GDPR”) and the Act of 18 July 2002 on the provision of electronic services.

What is the purpose and basis of processing your data?

We process your data for the following purpose and on the following basis:

– in order to perform the contract concluded on the basis of the BTEC Token IEO Process Terms and conditions and fulfil all its obligations, including the Issuer’s services and contact you in connection with the performance of the contract – art. 6 para. 1 letter b) GDPR

– in order to fulfil the legal obligation incumbent on the administrator, i.e. to fulfil tax and accounting obligations, if there are any settlements between the Administrator and you – art. 6 para. 1 letter c) GDPR.

– to analyse network traffic, direct marketing, including direct marketing of third parties, in order to display behavioural advertising pursuant to art. 6 para. 1 letter f) GDPR

If you contact us via the e-mail address indicated above, this is how you provide us with your personal data such as e-mail, bank account number, but also other data contained in the content of the correspondence, in particular name and surname, e-mail address. Providing this data is voluntary, but necessary to make contact. In this case, your data is processed in order to contact you, and the basis for processing is art. 6 para. 1 letter f GDPR, i.e. a legitimate interest. The legal basis for processing after the end of contact is also a legitimate interest in the form of archiving correspondence for the purpose of ensuring the possibility of proving certain facts in the future (Article 6 (1) (f) of the GDPR).

The data will be kept for all the time necessary to perform the contract. After this time, we will process the data until the expiry of the limitation period for claims arising from the contract concluded on the basis of the Terms and conditions. In this regard, we rely on the legitimate interest referred to in art. 6 para. 1 letter f) GDPR, which interest is the archiving of information for the purposes of possible determination, investigation or defence of claims.

The content of the correspondence and the contract may be archived and we are not able to clearly determine when it will be deleted. You can request its removal, unless its archiving is justified due to the interest of the Administrator and his overriding interests, e.g. defence against potential claims on your part.

Transferring data to other entities

Your data will not be transferred by us to third countries or international organizations. However, you need to know that by participating in the IEO Process, that you provided your data to entities based outside the European Union. The condition for participation in the IEO Process is to have an account on the Kanga Exchange website, the Operator of which is based in Belize.

Your data, on the other hand, will be transferred and processed by entities with whom we cooperate in the field of handling the IEO Process and the administrator’s website, i.e. the hosting provider that stores the data on the server; the provider of the mailing system in which your data is stored, the provider of the invoicing system and the accounting office (if there are financial settlements between us), the entity providing technical maintenance services, subcontractors to whom we provide access for the purpose necessary for the correct settlement of the contract and all matters related to IEO.

 

The source of the data and the categories of data concerned

Please be advised that your data such as: name and e-mail address may be provided to us by Good Solution Investments Limited, Cromwell House, Ground-Floor, 117 Albert Street, Belize City, Belize – the operator of the Kanga Exchange website or Kanga Exchange Partners: TRDX sp. z o.o. based in Gdańsk, entered into the Register of Entrepreneurs kept by the District Court Gdańsk-Północ in Gdańsk under the KRS number: 0000512705, office address: ul. Uphagena 18, 80-237 Gdańsk, NIP: 5842736023 and BSSIP LTD, a British company registered with Companies House, Company number 11534627, address: 220C Blythe Road, W14 OHH London, United Kingdom.

Is the data subject to profiling?

Your data will not be profiled. Profiling is an automated processing of personal data that allows to assess the personal factors of a natural person, and in particular to analyse or forecast aspects related to the effects of work, economic situation, health, personal preferences or interests, credibility or behaviour, location or movement of the data subject, if it causes legal effects on that person or similarly significantly affects him. We use tools for automatic data processing or the collection of certain information about users and their analysis, but this does not have legal effects for Users.

Your rights regarding the processing of personal data

Due to the processing of your personal data by us, you have the right to: access to your data and receive a copy of it, the right to rectify (correct) your data, the right to delete data, the right to limit data processing, the right to object to data processing, the right to transfer data, the right to withdraw consent to the processing of personal data if you previously gave your consent, the right to lodge a complaint with the supervisory authority.