General Terms and Conditions
The Parties agree as follows:
1. Total Amount of PCR Tokens; Phases and Duration of PCR Token Sale
1.1 The PCR Token will be issued by the Paycer UG (referred to herein as “Company” or “Paycer”) . The largest share of PCR Tokens will be distributed to the community and private investors. There will be 750,000,000 (750 million) PCR Tokens in total.
1.2 The PCR Token Sale will take place within the time frame as of 30. Dec 2021 till 05. Jan 2022. The time frame is not binding and the Company may modify it due to market developments.
1.3 The PCR Token Sale is planned to take place as described in Sections 5.1.1 to 5.1.3 of the Whitepaper, with the seed funding, the Public Sale A and the Public Sale B in different phases. In total, 40% of the planned total number of PCRs amounting to 750 million PCR Tokens are to be sold in the PCR Token Sale.
2. PCR Token Delivery
The Parties agree that the PCR Tokens shall be generated and delivered by the Company on a daily basis.
3. PCR Token Purpose and Quality
3.1 The Purchaser is aware that the PCR Token project is operated on the basis of decentralised finance (DeFi). DeFi is a collective term for financial services and products not managed by a central institution but by rules written in program code executed decentral. The user has control and access to his investments without any assistance from the Company. The Purchaser is aware that DeFi is a new kind of financial technology and is still under development. The Purchaser and the Company agree that the success of the PCR Token and the suitability of the PCR Token for using the future Company’s ecosystem does not belong to the quality (“Beschaffenheit”) of the PCR Token. In fact the Company does not intend or support that PCR Token is used as means of payments. The Company assumes no liability if the PCR Token is used in such way.
3.2 PCR Tokens are scheduled to be tradable on regulated crypto exchanges.
3.3 According to the plan, PCR Token holders will be given the opportunity to vote on new functions ("features") on the Company’s internet platform (referred to herein as “internet platform”), which will be developed (cf. section 5.7 Whitepaper). PCR Token holders will also be able to vote on the order in which features are developed over time and to make suggestions for the development of features. The voting rights of the PCR Token holders should thus only relate to the services offered on the internet platform in the future. The voting results of the PCR Token holders will not be legally binding for the Company. Consequently, the final decision-making right will lie on the side of the Company. Further rights of co-determination in relation to the Company are not intended.
3.4 According to the plan, the PCR Tokens are not to grant their holder any pecuniary claims, i.e. no payment claims of any kind against the Company or against other third parties.
3.5 The PCR Token holders are to be given the opportunity to "deposit" their PCR Tokens via a smart contract and to obtain a certain reward in PCR in return (hereinafter referred to as "staking", cf. Sections 2.2.2 and 5.3 of the Whitepaper). In order to obtain the reward in PCR Tokens, no additional performance by the PCR Token holders is required. Staking thus ultimately pursues marketing purposes. The PCR Token holders should be able to access and dispose of the "deposited" PCR Tokens at any time. The staking is to be designed in such a way that the Company will not be able to access the "deposited" PCR Tokens and, in particular, will not have the necessary "private keys". The Company is entitled to terminate the Staking at any time.
3.6 PCR Token holders will be able to participate in various bonus programmes. Depending on the existing number of PCR Tokens, PCR Token holders will be divided into different levels (Associate, Senior, Manager and Partner) as described in Section 5.6 of the Whitepaper. The amount of the reward for participation in one of the bonus programmes described below depends on the respective level in which the PCR Token holder is (cf. Section 5.6 of the Whitepaper).
4. Right of Modification Regarding Whitepaper
4.1 The process of creation of the PCR Token is described in the Whitepaper to be found at https://paycer.gitbook.io/paycer/documentation/whitepaper.
4.2 The Company reserves the right, in its sole discretion, to modify any of the content described in the Whitepaper especially to account technical challenges. In this case, the Company will publish the new Whitepaper on the website mentioned above. By modifying the Whitepaper the Purchaser does not obtain any legal entitlements or claims against the Company.
5. No Business, Legal, Financial or Tax Advice
The Purchaser acknowledges and agrees that no information provided by the Company, notwithstanding whether included in these General Terms and Conditions, the Whitepaper or any other document or statement, should be deemed as business, legal, financial or tax advice. The Purchaser should consult his own business, legal, financial or tax adviser regarding especially, inter alia, the individual chances, opportunities, risks, obligations or further costs arising from the purchase of and in connection with PCR Token.
6. Technical Requirements
6.1 Since the PCR Tokens base on Polygon Matic, it is necessary that the Purchaser has an active Wallet.
6.2 The Company is not responsible for any losses resulting from the Purchaser providing a non-compatible address or a non-compatible wallet. Providing an incompatible address or incompatible wallet will lead to a complete loss of the purchased PCR Tokens since PCR Tokens sent to an incompatible address respectively incompatible wallet are permanently lost and unrecoverable.
6.3 The Company is not responsible for any losses resulting from the Purchaser naming an address that belongs to an exchange.
6.4 The Company is not responsible for any losses resulting from the Purchaser losing the private key for the address.
6.5 The Purchaser is aware that the Company is not able to check if the provided address or the provided wallet is compatible with Polygon Matic, BinanceSmartChain or Ethereum.
7. Limitation of Liability, Obligation to Notify in Case of Special Risk of Damage
7.1 Any liability not expressly provided below shall be disclaimed.
7.2 The Company shall be liable for any damages of the Purchaser, no matter for what legal reasons, in case of willful intent and gross negligence only.
7.3 The Company shall be liable in case of ordinary negligence only resulting from a breach of a material contractual obligation (material obligation, without the fulfillment of which the proper implementation of the purpose of the contract is not possible and on the fulfillment of which the Purchaser can regularly rely). This does not apply in case of injury to life, body or health.
7.4 Except in case of intentional breach of contract, the liability of the Company is limited to the amount of damages typically foreseeable. This does not apply to injuries to life, body or health or in case of gross negligence. The Purchaser is obliged to notify the Company about special risks, atypical potential of damages and potential exceptional loss or in case of subsequent emergence.
7.5 Section 7 shall not apply with indispensable statutory liability, particularly culpable injury to life, body or health, as well as in the case of fraudulent concealment of a defect or acceptance of a legal guarantee for the condition of the goods or the liability according to the German Product Liability Act (Produkthaftungsgesetz).
8. Acknowledgement of Risks
The risks listed below represent the risks considered material at the time this document was prepared.
All risks presented individually can also occur cumulatively or to a particularly high degree and thus reinforce the negative effects on the PCR Token and the respective buyer. General negative circumstances, such as a global financial, currency and/or economic crisis, may also occur and intensify the risk consequences.
The personal and economic circumstances of a buyer cannot be taken into account below and can lead to individual risks for the buyer in question and/or increase the risks listed below.
No statement can be made as to the probability that the risks described below will occur. Nor is the order of the risks presented below a measure for their probability of occurrence or for the extent of their potential impact. For the sake of clarity, the following presentation is thematically structured, whereby it must be noted that the risks mentioned may also have cross-thematic relevance and/or may affect the occurrence and intensity of other risks.
Irrespective of the risks described here, developments that are unknown and/or unforeseeable today may have a negative impact on the PCR Token.
The risks described below may cause the value of the PCR Token, but also later the Company itself, to develop negatively and lead to a partial or complete loss of the invested capital for the buyers.
8.1 Decrease in Value; Total Loss Risk; Technological Risks
PCR Token may not increase in value and it cannot be guaranteed it will hold its value. PCR Token may have no value since the PCR Token Project may not be realized e.g. due to technological or regulatory reasons.
Furthermore the PCR Token will be based on modern crypto systems. These systems and algorithms, the underlying software application and software platform, is an open-source based protocol, still in an early development stage and unproven. This may have negative effects to the PCR Token Project.
8.2 Risks Regarding Token Resale; Risks of fraud
The Purchaser may be unable to resell the PCR Token or the resale price may be lower than the purchase price paid by the Purchaser.
The Purchaser is aware that a secondary trading can be carried out by third-party-exchanges that are new and not or merely sparsely covered by legislation or are regulated by authorities and therefore, can be subject, inter alia, to fraudulent manipulations.
8.3 Regulation, Risks Regarding Supervisory Law Requirements, Protection of Investors
The Parties are aware that the regulatory requirements with German supervisory law of the token issues and decentralized finance have not been clarified conclusively and could be, therefore, subject to future legislations and/or regulations by German supervisory authorities. In particular, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”) could therefore possibly intervene in the future. The subject matter of the PCR Token Purchase Agreement may also be influenced by European legislation. Parts or the entire PCR Token Purchase Agreement may thereby become invalid or void or be made dependent on additional requirements or conditions which make an adjustment of the PCR Token Purchase Agreement necessary. Thus, there is a risk that the PCR Token Project cannot be realized for reasons due to German or European supervisory law. As a result, the PCR Token may have no value and the Purchaser may lose all the invested money. Thus, the parties are aware that there are neither capital market-specific regulations nor specific customer-related capital market-regulations regarding the protection of investors.
8.4 Tax Risks
Potential tax consequences arising at the level of PCR Token Purchasers which may e.g. be triggered in the context of a purchase or a later sale of the PCR Token (including similar events) depend on the individual tax situation of the respective PCR Token Purchasers. The respective PCR Token Purchasers should seek individual tax advice prior to entering into the Purchase Agreement. Therefore, each party is responsible for its own tax obligations. The same shall apply regarding potential tax consequences which may arise with regard to the PCR Token Project.
8.5 Business Risks Regarding the PCR Token Project
It could turn out that the business concept of the PCR Token Project does not work and that the offered data or PCR Token is in lesser demand than expected. As a result, the PCR Token may have no value and the Purchaser may lose all the invested money.
8.6 Risks in Connection with Business Partners
There is a risk that business partners of the Company may interrupt, terminate or delay services that are mandatory for the PCR Token Project and may have impact on the PCR Token, PCR Token Sale or the completion of the PCR Token Project.
8.7 Risks Regarding Market Participants; No Legal Protection of Algorithm
There is a risk that other market participants will find out the underlying specifications of the PCR Token (e.g. algorithm or concept in cryptography) and will offer a comparable product with the same algorithm on the market. This may have negative effects to the PCR Token Project. Up to the date of these General Terms and Conditions there are no known patent registrations or pending registration requests. However, patent filings are not ruled out in the future.
8.8 Risks Regarding the Wallet of Purchaser
PCR Token may cause defects or other issues with negative effects regarding the Wallet of the Purchaser. This could lead to a complete loss of the Purchaser’s PCR Token. Ensuring the security of the Wallet is the sole responsibility of the Purchaser.
8.9 Risks of Hacking, Security Weakness and Other Attacks
Since it is possible that the Company might be subject of hacking, e.g. Malware-Attacks, Denial of Service-Attacks, Smurfing, Spoofing or might suffer from any other Security Weakness, there is a risk, that such operations may have an impact on the PCR Token and the completion of the PCR Token Project.
8.10 Risks of Bankruptcy and Liquidation of the Company
As (not conclusively) set out in this Section, there are several risks regarding e.g the business relationships, the PCR token utility, the completion of the PCR Token Project that may also have an impact on the solvency of the Company and might lead into a liquidation of the Company. Under no circumstances does the Company offer a capital guarantee. The Company does not belong to any deposit insurance system. In the event of insolvency, the PCR Token Project cannot be realized.
8.11 Marketing & Dissemination
The success of a PCR Token depends on its dissemination. Theoretically it could happen that the implemented marketing measures show no effects and no users are able to be generated. In this case, the corporate capital would eventually come to an end thus rendering the Company marketing financially impossible. This would probably lead to a long-term drop in price.
8.12 Key Individuals Risk
The development and economic success of the PCR Token depends to a large extent on the experience and competence of a small group of people, in particular Richard Vo, Nils Gregersen and other key people. There is a risk that these key persons may not be available or not perform their tasks (fully or properly) and that the development or economic success of PCR Token may deteriorate or even be terminated. There is also the risk that a successor cannot be found in the event of the loss of a key person.
8.13 Risk from Conflicts of Interest
There are personnel and capital links between the partners involved in this project. Participating partners and consultants are not subject to a non-competition clause. Therefore, it cannot be ruled out that the partners involved as well as the persons associated with them will carry out further projects with similar criteria in the future. Irrespective of this, there is a risk that the participating partners will take measures or refrain from necessary actions due to their own or external interests and/or that decision-making situations will be resolved to the detriment of this project.
8.14 Insolvency Risk / Lack of Deposit Protection / No Capital Guarantee
The business activities of the Company represent an entrepreneurial commitment involving all risks of participation in business transactions. A company is always exposed to the risk of insolvency. Under no circumstances does the Company offer a capital guarantee. Due to lower income and/or higher expenses, the Company may become insolvent or over indebted. The Company does not belong to any deposit insurance system. In the event of insolvency, this project cannot be realized.
8.15 No Guarantee of Tradability
PCR Token should be tradable on regulated exchanges. In addition, there are no restrictions on the transfer or sale of PCR Token. On the other hand, it is not possible to return the PCR Token to the Company. There is a regulated exchange-like market for the sale of the PCR Token. However, there is no guarantee that the sale will be possible at all, at the desired time or at conditions acceptable to the original purchaser.
8.16 No Right to a Say
The PCR Token is not a security; it does not convey any claims under the law of obligations or company law for co-determination and/or profits with regard to the PCR Token and/or the Company. It is therefore possible that the management will make decisions which do not correspond to the objectives of the individual buyers of the PCR Token and which may have a negative effect on them.
8.17 Contract Performance Risk (Counterparty Risk)
The PCR Token project is based on various contractual relationships that have already been established or are yet to be established. There is a risk that the contractual partners will not meet their obligations arising from the contracts (intentionally or negligently) or will no longer be in a position to duly fulfil the contract or pay damages due to a deterioration in their creditworthiness or the accumulation of obligations towards a large number of contractual partners or will terminate their contracts properly or extraordinarily. Any claims for damages against these contractual partners may prove to be economically unenforceable and/or the necessity may arise to conduct time-consuming and costly legal disputes. This can lead to costs in connection with the enforcement of a contract or a replacement of the contractual partner. In addition, the assertion of claims for damages may be made more difficult by limitations of liability in the contracts to the extent customary in the market, and the outcome of legal proceedings and the success of enforcement measures cannot be foreseen. Any claims for damages against contractual partners due to violation of their contractual obligations may for these reasons not be (fully) enforceable. Furthermore, there is the risk that the contractually owed but not performed services cannot be procured elsewhere on the market or only at worse conditions.
It must also be taken into account that the proper execution of these contracts is dependent on the economic performance and compliance of the contractual partners, the effectiveness of the individual contractual provisions and in part on the interpretation of the contractual provisions, whereby these factors may result in disruptions to the performance of the respective contractual relationships.
8.18 Reputational Risk
It is possible that the reputation of FinTechs, decentralized finance as well as Tokens may deteriorate with individual interest groups or in society as a whole, e.g. due to a large number of unrealized projects, fraudulent or other erroneous behavior or serious technical inadequacies (e.g. security gaps, hacks, data loss). As a result, but also as a result of corresponding events at the company level, the reputation of the Company in terms of performance, competence, integrity and creditworthiness can also suffer. A deterioration in the company's reputation typically has a detrimental effect on the customer base and the company’s business actions.
9. No Refund
9.1 Notwithstanding statutory rights or revocation due to rights in case of defects, there is no contractual right as to reclaim PCR Tokens or get PCR Tokens or the payment refunded at any time.
9.2 If it turns out that the creation of PCR Token is not technically possible, the Purchaser has no claim to any kind of refund.
10. Prohibition on Disposal
If the Purchaser sells the PCR Token to a third party, he is obliged to ensure that the PCR token will only be sold by courtesy of regulated Exchanges and to persons who are legally or with regard to the provisions of these General Terms and Conditions are entitled to purchase the PCR Token. It should be noted in particular that the citizens of the countries listed under Section 10 of the Whitepaper are excluded from the PCR Token Sale. Those citizens may not be legally entitled to purchase the PCR Token.
11. Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Company as of the date of the Purchase Agreement as follows:
- The Purchaser is aware that there are risks in the context of purchasing PCR Token. With regard to the risks, reference is made to Section 8 of these General Terms and Conditions. The Company points out that the aforementioned risk list is not exhaustive.
- The Purchaser has informed himself extensively on the subject of the PCR Token Sale in general and in particular the PCR Token project.
- The Purchaser has all necessary information to execute the PCR Token purchase. The Purchaser has read and understood the Whitepaper and other documents – if existing – concerning the PCR Token Sale.
- The Purchaser complies with the applicable anti-money laundering regulations.
- The Purchaser may legally acquire the PCR Token. The purchase of PCR Token does not violate the regulations of the country whose laws apply (e.g. the country in which the Purchaser is citizen or the Purchaser has permanent residence). The Purchaser is in particular not subject to the provisions under Section 8 of these General Terms and Conditions.
- The Purchaser is aware that by buying PCR Token the Purchaser does not obtain any right that allows the Purchaser to take influence on any of the business purposes of the Company. Furthermore, the Purchaser will not have any right in respect to the revenues or assets, including, but not limited to, any voting, distribution, redemption or other financial or legal rights of the Company.
- If the Purchaser purchases the PCR Token on behalf of an entity, the acting individual has the necessary authorization to execute the PCR Token purchase.
12. Dispute Resolution
12.1 The law of the Federal Republic of Germany shall apply to these General Terms and Conditions and all legal relations between the Company and the Purchaser under the exclusion of the international uniform law, in particular the UN Sales Convention.
12.2 Place of jurisdiction is Hamburg, Germany, (Hamburg, Deutschland) for any and all disputes arising from these General Terms and Conditions and all legal relations between the Company and the Purchaser, unless mandatory statutory provisions require otherwise.
13.1 (Negotiating Language) The negotiating language is English. This shall not apply to consumers.
13.2 (Changes to General Terms and Conditions) The Company may amend these General Terms and Conditions at any time. Amendments and supplements to these General Terms and Conditions must be made in writing to become legally effective. This also applies to the cancellation of the written form requirement. The Company will inform the Purchaser about the amendments without undue delay. In order to inform the Purchaser of upcoming amendments or to provide the amended document the Company is entitled to give written notice via e-mail. If the Purchaser does not make an immediate statement, the amended General Terms and Conditions shall apply. This section shall not apply to consumers.
13.3 (Severability Clause) Should provisions of this these General Terms and Conditions be or become invalid or void, or should provisions of these General Terms and Conditions be or become unenforceable, this shall not affect the validity and enforceability of the remaining provisions. Instead of the invalid, void or unenforceable provision, the parties agree on a provision that comes as close as legally possible in economic terms to what the parties wanted according to the meaning and purpose of the deleted provision. The same applies if gaps in these General Terms and Conditions should become apparent.
13.4 (No Waiver) Any failure of enforcement of rights, provisions or claims resulting from these Terms of Conditions or any other document accompanying the aforementioned by the Company shall in no way be deemed as a waiver of these rights, provisions or claims.