Terms and Conditions Zeedz Marketplace

  1. General

    These General Terms and Conditions (hereinafter referred to as the "Terms") apply to the use of the Platform ("Platform")provided by Zeedz GmbH (hereinafter referred to as "ZEEDZ"), Mittelweg 50, 12053 Berlin, Germany, +49 (0) 30 549 092 03 2, hi@zeedz.io, HRB 232395 B Amtsgericht Charlottenburg, Managing Director Sven Junglas, at www.zeedz.io for the conclusion of contracts between users for the acquisition of so-called Zeedles in the form of non-fungible tokens ("NFTs").

  2. Subject matter of the contract

    2.1 Through the Platform, ZEEDZ offers users a digital marketplace through which they can offer NFTs to other users or purchase NFTs from other users.

    2.2 The Platform serves to broker the conclusion of purchase contracts between users. ZEEDZ does not offer the NFTs via the Platform itself, but merely mediates the conclusion of a contract between the users by making the Platform available, without ZEEDZ itself becoming a party to the purchase contract.

    2.3 The settlement of the brokered contract transactions (in particular the transfer of the NFT and the payment of the purchase price) are carried out using blockchain technology and are executed outside the Platform; ZEEDZ has no influence on the transfer of the NFT and the payment of the purchase price.

  3. Addressees

    3.1 The offer is directed exclusively 

    (i) At consumers within the meaning of Section 13 of the German Civil Code (BGB), i.e. natural persons who conclude both the contract for the use of the marketplace and the purchase contract to be concluded via the platform for a purpose which can predominantly be attributed neither to their commercial nor to their independent professional activity;

    (ii) at consumers within the meaning of the German Value Added Tax Act (UStG), i.e. natural persons who conclude both the contract for the use of the marketplace and the purchase contract to be concluded via the Platform for a purpose which can be attributed neither to their commercial nor to their independent professional activity. The use by entrepreneurs in the meaning of the German Value Added Tax Act is excluded.

  4. Registration

    4.1 In order to use the Platform for the conclusion of sales contracts, the user must register. Registration as such is free of charge.

    4.2 The data required for registration must be provided completely and correctly. Changes are to be reported immediately.

  5. Conclusion of the contract between Zeedz and the users

    The contract of use comes into effect with the registration of the user. In the course of registration, the user agrees to the validity of these terms and conditions.

  6. Right of cancellation

    As a consumer, the user is entitled to a statutory right of cancellation under the conditions stated in the cancellation instructions.

  7. Conclusion of the contract between the users

    7.1 Users may submit offers for sale and make purchases via the Platform within the scope of the use permitted to them under these terms and conditions.

    7.2 A user who wishes to offer an NFT for sale (hereinafter also referred to as "seller") first places an order at the level of the blockchain operator to submit a binding offer to conclude a purchase contract after entering the required data by clicking on a corresponding button. As an intermediary, ZEEDZ makes such an offer of the seller available on the Platform. A user who wishes to purchase an NFT offered for sale (hereinafter also "buyer") can declare acceptance of the offer at the level of the blockchain operator by clicking on a corresponding button, with which the contract between the users is concluded.

    7.3 The determination of the contents of the purchase contract as well as the fulfilment of the obligations resulting from the purchase contract shall be the sole responsibility of the two users between whom the contract has been concluded. Claims in the event of non-fulfilment of the purchase contract or on account of defects in the goods shall exist exclusively against the respective contracting party to the purchase contract and are to be asserted directly against the latter and not against ZEEDZ. Furthermore, the transfer of the respective NFT and the payment of the respective purchase price takes place outside the platform and ZEEDZ has no influence on the transfer of the NFT and the payment of the purchase price; claims in connection with the fulfillment of the brokered contracts are to be asserted directly against the respective contracting party and not against ZEEDZ.

    7.4 Zeedz points out that 

    (i) the offer of the Platform is exclusively addressed to consumers within the meaning of Section 13 of the German Civil Code (BGB) (i.e. natural persons who conclude both the contract on the use of the marketplace and the purchase contract to be concluded via the Platform for a purpose which can predominantly neither be attributed to their commercial nor their independent professional activity) and 

    (ii) according to the Seller's own declaration to Zeedz, the Seller of the NFT is not an entrepreneur within the meaning of Section 13 of the German Civil Code (BGB); the special provisions for consumer contracts shall therefore not apply to the purchase contract between the Seller and the Buyer.

  8. Invoicing

    The seller agrees to ZEEDZ issuing the invoice to the buyer as a third party on behalf of the seller. However, the determination of the purchase price to be shown in the invoice and the fulfilment of the payment obligation shall be the sole responsibility of the users.

  9. Transaction costs including CO₂-Offset-Fee

    9.1 Upon the effective conclusion of a purchase contract between two users brokered via the Platform, ZEEDZ shall be entitled to a claim against the seller for payment of a transaction fee in the amount of 2.5% of the purchase price agreed between the users. The claim remains unaffected even if the purchase agreement is cancelled by mutual agreement or terminated in some other way with effect for the future.

    9.2 In addition to the transaction fee, the seller undertakes to pay ZEEDZ a CO₂ offset fee of 2.5% of the purchase price agreed between the users in the event that a purchase contract between him and the buyer is effectively concluded via the Platform. ZEEDZ undertakes to use the CO₂-offset fee exclusively for the purchase of carbon credits from a provider to be determined by ZEEDZ at its reasonable discretion.

  10. Payment

    10.1Payments to ZEEDZ shall be made in cryptocurrency.

    10.2 In the event of payment of the purchase price by the buyer to the seller, the respective blockchain operator forwards a partial amount equivalent to the payments to be made by the seller to ZEEDZ directly to ZEEDZ, while the remaining amount shall accrue to the seller.

  11. Obligations of the user

    11.1 The user shall be responsible for ensuring that, when concluding and fulfilling a purchase contract concluded by him with other users via the Platform, he complies with the applicable statutory provisions and does not infringe any third-party rights. The declarations of the users must not contain any criminal, illegal or immoral contents.

    11.2 The user is prohibited from using data of other users of which he has gained knowledge in connection with the use of the Platform for purposes other than the contractual purposes. The user is not entitled to otherwise disseminate, publicly reproduce or otherwise use the data without the consent of the other user, unless this would be necessary to comply with mandatory statutory provisions.

    11.3 The users undertake to use the Platform exclusively for the contractual purpose in accordance with these terms and conditions. The user shall refrain from any improper use of the Platform, in particular from unauthorised access to data of third parties, from circumventing any security devices and from any actions which may jeopardise the functionality or security of the Platform.

  12. Blocking and other measures in the event of violations

    If a user infringes legal regulations, the rights of other users or third parties or violates these terms and conditions, ZEEDZ is entitled to delete the user's offers or other content, to re-strict the possibility of use or to permanently block access to the Platform.

  13. Rights of use

    The seller grants ZEEDZ a simple right of use, unlimited in space and time, to the contents of the offer to the extent required for the purpose of the contract. In particular, he allows ZEEDZ to place the offer on the publicly accessible Platform, to prepare it graphically and to make any necessary reproductions of the contents.

  14. Limitation of liability

    14.1 Subject to the following conditions, ZEEDZ shall only be liable to the user for compensation for damage caused by ZEEDZ, its legal representatives, employees or other vicarious agents intentionally or through gross negligence or based on the culpable breach of a material contractual obligation. Material contractual obligations are those whose fulfilment is necessary to achieve the purpose of the contract and on whose compliance the contractual partner regularly relies and may rely. Insofar as ZEEDZ is liable hereunder, the liability shall be limited to the amount of the foreseeable damage typical for the contract, with the exception of intent and gross negligence.

    14.2 In the event of slight negligence ZEEDZ shall be liable for the loss of data and/or programs only to the extent of the expenditure incurred if the user regularly and to a reasonable extent carries out his own data back-up and has thus ensured that lost data can be restored at reasonable expense.

    14.3 The aforementioned limitations of liability shall not apply to damages due to culpable injury to life, limb or health and to claims under the Product Liability Act.

  15. Indemnification

    The user shall be obliged to indemnify ZEEDZ against all claims by other users or third parties for infringement of their rights which are asserted against ZEEDZ on the basis of the NFTs offered by the user or on the basis of his usage behaviour, unless he is not responsible for this infringement.

  16. Term, termination

    16.1 The contract is concluded for an indefinite period and may be terminated by the user at any time without notice. ZEEDZ may terminate the contract with two weeks' notice. The right of termination for good cause shall remain unaffected. Notice of termination must be given at least in text form in accordance with § 126b BGB.

    16.2 The termination shall not affect any contracts concluded between the users and any claims resulting therefrom.

  17. Choice of law

    The law of the Federal Republic of Germany shall apply. If the user concludes the contract as a consumer and has his habitual residence in a country other than the Federal Republic of Germany, the mandatory provisions of this country, which cannot be deviated from by agreement, shall remain unaffected by the above choice of law.

  18. Alternative Dispute Resolution

    The EU Commission provides a platform for the out-of-court settlement of disputes online (ODR platform), which can be accessed at https://ec.europa.eu/consumers/odr. 

ZEEDZ is willing to participate in a consumer dispute resolution procedure. The universal arbitration board of the Federal Centre for Arbitration e.V., Straßburger Straße 8, 77694 Kehl am Rhein, telephone 07851/795 79 40, fax 07851/795 79 41, mail@universalschlichtungsstelle.de,  is the competent body.