GENERAL TERMS AND CONDITIONS
Version: January 2026
Scope of Application, B2B Orientation
1.1 These General Terms and Conditions (“GTC”) apply to all contracts for the sale and delivery of mining hardware and accessories (together “Products”) by Munich International Mining LLC, with its registered office in Tbilisi, Georgia (“MIM”), to customers (“Customer”).
1.2 These GTC apply exclusively to entrepreneurs, i.e. natural or legal persons or partnerships with legal capacity who, when concluding the contract, act in the exercise of their commercial or independent professional activity. Sale to consumers is expressly excluded.
1.3 By placing an order, the Customer declares and warrants that it is acting as an entrepreneur and not as a consumer. MIM is entitled to request suitable proof (e.g. excerpt from the commercial register, VAT ID, proof of business registration).
1.4 Any terms and conditions of the Customer that conflict with or deviate from these GTC shall not become part of the contract unless MIM expressly agrees to their applicability in writing. Silence regarding such terms shall not be deemed consent.
1.5 These GTC shall also apply to all future transactions between MIM and the Customer, unless expressly agreed otherwise.
Relationship to the Hosting Services Agreement
2.1 These GTC govern exclusively the sale and delivery of Products (mining hardware and accessories). They do not establish any obligation of MIM to provide hosting services.
2.2 Hosting services (installation, operation, maintenance, power supply, SLA, etc.) shall be provided exclusively on the basis of a separate Hosting Services Agreement (“Hosting Agreement”). The Hosting Agreement can be viewed separately in the webshop or in an offer and must be accepted separately by the Customer.
2.3 Insofar as the Customer concludes a Hosting Agreement with MIM, the provisions of the Hosting Agreement shall apply exclusively to all matters regulated therein, in particular delivery to the hosting facility, import and customs clearance, standard installation, transfer of risk, transfer of title and operation of the hardware.
2.4 These GTC shall apply to hardware delivered and operated under a Hosting Agreement only supplementarily, insofar as the Hosting Agreement does not contain a conclusive or deviating provision. In the event of a conflict, the provisions of the Hosting Agreement shall always prevail.
2.5 For pure hardware orders, in which the Products are delivered to a delivery address specified by the Customer and are not operated in a hosting facility of MIM, only these GTC shall apply.
Offers, Webshop, Conclusion of Contract
3.1 Product presentations in the webshop, in price lists or other documents of MIM are subject to change and non-binding and do not constitute a legally binding offer, but rather an invitation for the Customer to submit an offer.
3.2 By submitting an order in the webshop or by transmitting a written order (e.g. by e-mail), the Customer submits a binding offer to conclude a purchase contract.
3.3 A contract shall only come into existence through:
express order confirmation by MIM in text or written form, or
commencement of performance of the delivery by MIM.
3.4 MIM is entitled to reject orders without stating reasons, in particular if there are doubts regarding the Customer’s status as an entrepreneur or the Customer’s creditworthiness.
3.5 The Customer shall be bound by its offer for 7 calendar days. If no declaration of acceptance from MIM is received within this period, the offer shall be deemed rejected.
Prices, Taxes, Customs Duties and Terms of Payment
4.1 This section regulates exclusively prices, taxes, customs duties and terms of payment for pure hardware orders. Insofar as mining hardware is delivered and operated under a Hosting Agreement, the provisions of the Hosting Agreement shall apply exclusively to all price components related to import, customs clearance, transport to the hosting facility, standard installation and commissioning.
4.2 Insofar as the mining hardware is not operated under a Hosting Agreement, the prices shall, unless expressly stated otherwise, be understood as follows:
including costs for packaging, export clearance, transport and transport insurance up to the named place of destination;
on the basis of CIP – named place of destination.
Not included in the purchase price are:
import charges, import VAT, customs duties
other sovereign levies in the country of destination
These costs shall be borne by the Customer.
4.3 The Customer shall bear its own tax obligations in the country of receipt. Unless otherwise indicated, prices are stated in EUR. Bank charges, exchange rate risks and transaction costs shall be borne by the Customer.
4.4 Unless expressly agreed otherwise, delivery shall be made exclusively against advance payment. Delivery shall only take place after full receipt of payment.
4.5 Unless otherwise agreed, invoices shall be due immediately on the invoice date without deduction. A cash discount shall only be granted if expressly agreed.
4.6 In the event of default in payment, MIM shall be entitled
to demand default interest in the amount of 1% of the outstanding amount per commenced calendar month, as well as
to charge the Customer the actual reminder and debt collection costs incurred and
to withdraw from the contract.
4.7 The Customer may only set off claims that are undisputed or have been finally adjudicated. The Customer shall only have a right of retention insofar as the counterclaim is based on the same contractual relationship and is undisputed or has been finally adjudicated.
Price Adjustments, Pre-Orders
5.1 For goods in stock, the prices displayed in the webshop at the time of the order shall apply.
5.2 For orders with an agreed delivery time of more than 30 days or products expressly marked as “pre-order” or “future”, MIM reserves the right to adjust prices if manufacturer prices, delivery conditions or ancillary costs increase.
5.3 MIM shall inform the Customer of a price change. If the increase exceeds 15% of the originally agreed purchase price, the Customer shall be entitled to cancel the contract with regard to the affected Products in writing within 5 calendar days after receipt of the notification. If no cancellation is made in due time, the adjusted price shall be deemed agreed.
Delivery Conditions, Delivery Time, Force Majeure
6.1 Delivery to a delivery address of the Customer
Insofar as the Products are delivered to a delivery address specified by the Customer and are not operated in a hosting facility of MIM under a Hosting Agreement, delivery shall be made – unless otherwise specified in the offer or order confirmation – according to
CIP – named place of destination (Incoterms® 2020). The named place of destination shall be the Customer’s delivery address or a place expressly stated in the offer/order confirmation. Physical delivery shall generally take place directly ex works or warehouse of the manufacturer or supplier.
6.2 Delivery under a Hosting Agreement
Insofar as the mining hardware is delivered directly to a hosting facility of MIM and operated there, the delivery conditions shall primarily be governed by the respective Hosting Agreement. In this case, Incoterms clauses shall be agreed in the internal relationship between MIM and the supplier and, in the external relationship, are relevant to the Customer in particular only with regard to costs. In this case, the transfer of risk shall be governed exclusively by the provisions of the Hosting Agreement.
6.3 Delivery periods and delivery dates shall only be binding if they have been expressly confirmed by MIM as “binding”. Otherwise, they are non-binding and merely constitute a non-binding delivery forecast. The Customer expressly acknowledges that delivery dates constitute forecasts and are not characteristics of quality or guarantees.
6.4 Events of force majeure or other circumstances for which MIM is not responsible that substantially impede or make delivery impossible shall entitle MIM to postpone delivery by the duration of the hindrance plus a reasonable restart period. This includes in particular, but is not limited to:
production or delivery bottlenecks at the manufacturer,
chip shortages, factory closures,
export/import restrictions, customs delays,
strikes, lockouts, transport disruptions,
natural disasters, political unrest, war, pandemics.
6.5 Any claims of the Customer for damages, withdrawal, reduction or other compensation are excluded in the case of section 6.4, insofar as legally permissible. A right of withdrawal of the Customer due to delivery delays resulting from the circumstances stated in section 6.4 is expressly excluded.
6.6 Partial deliveries are permissible insofar as they are reasonable for the Customer. They may be invoiced separately.
Transfer of Risk, Transport, Insurance
7.1 Delivery to the Customer’s delivery address
In the case of deliveries according to CIP, the risk of accidental loss and accidental deterioration of the Products shall pass to the Customer as soon as the Products have been handed over to the first carrier/freight forwarder. MIM shall ensure that customary transport insurance is concluded for the transport up to the named place of destination for the benefit of the Customer. Any claims arising from the transport insurance or against the carrier shall primarily belong to the Customer; MIM shall reasonably support the Customer in asserting such claims upon the Customer’s request.
7.2 Delivery under a Hosting Agreement
Insofar as the mining hardware is delivered directly to a hosting facility of MIM and operated there, the transfer of risk shall be governed exclusively by the respective Hosting Agreement.
7.3 If the Customer requests, by way of exception, that MIM organise the transport in its own name without delivery CIP to the place of destination having been agreed, this shall be done, unless otherwise agreed, in the name and for the account of the Customer. In this case, MIM shall not owe any specific transport duration or any specific transport route.
7.4 Transport insurance exceeding the customary minimum coverage under CIP shall only be taken out upon the Customer’s express request and at the Customer’s expense.
7.5 The Customer shall inspect the goods immediately upon delivery by the freight forwarder or carrier (or upon arrival at the named place of destination) for externally visible transport damage and quantity deviations, note corresponding reservations directly with the carrier and inform MIM immediately in writing.
Transfer of Title, Retention of Title
8.1 MIM shall in principle deliver Products only after full payment of the purchase price. In these cases, title to the Products shall pass upon handover to the first carrier or freight forwarder in accordance with the agreed Incoterms. If delivery takes place under a Hosting Agreement, the transfer of title shall be governed exclusively by the provisions provided therein.
8.2 Delivery prior to full payment shall take place only if this has been expressly stipulated in an individual written agreement. Only in these agreed exceptional cases shall MIM retain title to all delivered Products until full payment of all outstanding claims (“Retained Goods”).
8.3 In cases in which Retained Goods exist, the Customer may resell them in the ordinary course of business. The Customer hereby already assigns to MIM all claims arising from such resale in the amount of the outstanding invoice amount; MIM accepts this assignment.
8.4 In the event of default in payment or other conduct by the Customer in breach of contract, MIM shall be entitled to demand surrender of the Retained Goods and/or to collect the assigned claims directly from the third-party buyer.
Notice of Defects, Warranty, DOA
9.1 The Customer shall inspect the Products immediately after delivery. Obvious defects, incorrect deliveries or quantity deviations must be notified to MIM in writing within five (5) calendar days after delivery. Hidden defects must be notified immediately upon discovery.
9.2 If timely notice is not given in accordance with 9.1, the delivery shall be deemed approved; all warranty claims shall be excluded.
9.3 Dead-on-Arrival (DOA):
Defects that become apparent immediately upon first commissioning (“DOA”) must be notified to MIM in writing within 72 hours after delivery, enclosing meaningful evidence (e.g. photos, videos, serial numbers). In these cases, MIM shall refer the Customer to the respective manufacturer warranty or RMA process. Full responsibility for carrying out, communication and handling of the warranty or RMA procedure lies with the Customer. MIM may support the Customer in this upon request to a reasonable extent, but assumes no warranty, no responsibility and no liability whatsoever for manufacturer warranty processes, their outcome or their duration.
9.4 To the extent legally permissible, MIM assumes no own warranty and no guarantees for the delivered Products. Any claims of the Customer shall exist exclusively within the framework of the warranty conditions granted by the manufacturer. Subsequent performance by MIM shall occur only voluntarily and exclusively at its own discretion; there shall be no legal entitlement thereto. Claims for damages by the Customer shall be permissible exclusively in accordance with section 12.
9.5 For used, “refurbished” or correspondingly marked Products, no liability for material defects shall be assumed to the extent legally permissible, subject to intent or gross negligence on the part of MIM.
Manufacturer Warranty, No Additional Guarantee
10.1 If the manufacturer grants its own warranty, MIM shall, insofar as technically and organisationally possible, pass this on to the Customer or support the Customer in its handling. The content, requirements and scope of such manufacturer warranty shall be governed exclusively by the respective warranty conditions of the manufacturer.
10.2 Irrespective of statutory warranty rights for physical defects, MIM assumes no guarantee for the operational or economic performance of the Products. In particular, MIM does not guarantee:
the achievement or maintenance of certain hashrate values over a certain period,
the achievement of certain energy efficiency values in continuous operation,
the achievement of certain mining yields, returns (ROI) or amortisation periods.
Special Provisions for Mining Hardware
11.1 Mining hardware (ASICs, GPUs, power supply units, fans, control boards, immersion components, etc.) is high-performance and wear hardware whose service life depends on environmental conditions, power quality, maintenance and mode of operation.
11.2 Information on hashrate, efficiency and performance constitutes manufacturer information under laboratory conditions and does not constitute guaranteed characteristics. Deviations in real operation are customary and do not constitute a defect.
Liability
12.1 MIM shall be liable in accordance with the applicable law for damages of the Customer only:
in the event of intentional or grossly negligent breach of duty,
in the event of breach of essential contractual obligations.
12.2 In the event of slight negligence, MIM shall be liable exclusively for direct physical damage to the Product that lies within MIM’s sphere of responsibility. MIM shall not be liable for operational, usage, yield or transport failures, delays of the manufacturer or logistics partner, or for any economic or mining-related damages.
12.4 Excluded are:
loss of profit,
production or business interruption,
lost mining yields or block rewards,
indirect and consequential damages.
12.5 Mandatory statutory liability provisions shall remain unaffected.
No Right of Withdrawal, Cancellations
13.1 Since MIM sells exclusively to entrepreneurs, there is no statutory right of withdrawal.
13.2 A unilateral cancellation or amendment of an order after conclusion of the contract shall only be possible with the written consent of MIM. MIM may make its consent dependent on payment of a reasonable cancellation fee.
13.3 Goods already delivered or made ready for dispatch are generally excluded from cancellation.
Compliance, Sanctions
14.1 The Customer is obliged to comply with all applicable import, customs and sanctions regulations and to indemnify MIM against any liability resulting from violations by the Customer.
14.2 MIM is entitled to refuse deliveries or terminate contracts if there are indications that a delivery would violate national or international sanctions or export control regulations.
Data protection
15.1 MIM processes the Customer’s personal data exclusively within the framework of the applicable data protection regulations and the privacy policy available in the webshop.
15.2 The Customer is obliged to inform its employees or other affected persons, insofar as legally required.
Applicable Law, Arbitration, Contract Language
16.1 These GTC and all contracts concluded under their applicability shall be governed by the laws of Georgia. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
16.2 Disputes arising out of or in connection with these GTC or contracts concluded hereunder shall be finally settled by arbitration under the rules of the Georgian International Arbitration Centre (GIAC). The GIAC Arbitration Rules form part of this clause.
16.3 The place of arbitration shall be Tbilisi (Georgia).
The language of the proceedings shall be English.
Final Provisions
17.1 Amendments and supplements to these GTC require text form (e.g. e-mail), unless a stricter form is required by law.
17.2 Should any provision of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a provision shall be deemed agreed that comes as close as possible to the economic purpose. The same shall apply to any gaps in the provisions.
SUBJECT MATTER OF THE CONTRACT
Hosting Service Fee: According to the order placed in the webshop
Contract Duration: 12 months
Place of Performance: According to the order placed in the webshop
Contract Start Date: the date of execution by the Customer or deemed acceptance under Section 14.8, whichever occurs first.
1. GENERAL PROVISIONS
1.1 This Hosting Service Agreement (hereinafter referred to as the „Contract“) establishes a legal relationship between Munich International Mining LLC (hereinafter referred to as „MIM“ or the „Service Provider“) and the undersigned customer (hereinafter referred to as the „Customer“), who engages MIM to provide hosting services (hereinafter also referred to as the „Hosting Service“) and accepts the terms set forth herein. The Customer and MIM shall each be referred to individually as a „Party“ and collectively as the „Parties.“
1.2 Definitions:
1.2.1 “Mining Hardware” or “Miner” refers to the Customer’s ASIC mining devices purchased from MIM and hosted by MIM under this Contract.
1.2.2 “Customer” refers to the natural or legal person utilizing MIM’s Hosting Services under this Contract.
1.2.3 “Purchase Price” refers to the price payable by the Customer for the Mining Hardware.
1.2.4 “Hosting Balance” refers to the Customer’s credit balance with MIM, deposited via the Customer’s MIM dashboard (https://app.mim.farm/dashboard) using EUR, USD, USDT, USDC, or BTC.
1.2.5 “Hosting Service” includes all activities performed by MIM necessary for installation, operation, maintenance, monitoring and support of the Mining Hardware. MIM charges a hosting service fee (the “Hosting Service Fee”) for the provision of the Hosting Service.
1.2.6 “Hosting Facility” refers to the place of performance, as specified on page 1 under „Place of Performance,“ where the Hosting Service for the Miners is provided by MIM in accordance with this Contract.
1.2.7 “Dashboard” means the online interface through which the Customer monitors Mining Hardware status, uptime and earnings, and manages the Hosting Balance.
1.2.8 “Mining Pool” means a third-party operated pool to which the Mining Hardware is connected; mining rewards are paid directly by the pool to the Customer.
1.3 The Customer intends to utilize the Hosting Service operated by MIM. To this end, the Customer engages MIM to host its Miners pursuant to this Contract.
1.4 The Hosting Service Fee, Contract Duration, Place of Performance and Contract Start Date as set out on the first page (“Subject Matter of the Contract”) are hereby incorporated by reference and are binding for this Agreement. In the event of any inconsistency between the Subject Matter of the Contract and the body of this Agreement, the Subject Matter of the Contract shall prevail.
2. HARDWARE PURCHASE AND RETENTION OF TITLE
2.1 The Customer may purchase Mining Hardware either directly through MIM’s webshop at https://mim.farm/mining-hardware whereby the order confirmation issued by MIM constitutes acceptance and forms a binding purchase agreement, or on the basis of an individual purchase quotation provided by MIM, which becomes binding upon signature by the Customer.
2.2 The Purchase Price for the Mining Hardware is payable in advance, as specified during checkout or in the respective quotation or order confirmation. Accepted payment currencies are EUR, BTC, USDC, and USDT. Payment shall be made by transferring the Purchase Price to the bank account or digital wallet designated by MIM at the exchange rate applicable at the time of payment. MIM shall have no obligation to deliver, install, or provide Hosting Services until full payment of the Purchase Price has been received.
2.3 Unless otherwise specified on the order confirmation, the Purchase Price includes reasonable logistics to a Hosting Facility designated by MIM, including import/customs processing and standard setup.
2.4 Title to the Mining Hardware remains with MIM until full payment of the Purchase Price has been received. Thereafter, title passes to the Customer. Notwithstanding the transfer of title, the Customer shall not sell, transfer, assign, pledge, encumber, or otherwise dispose of the Mining Hardware in any way that affects MIM’s rights or the Customer’s obligations under this Contract without MIM’s prior written consent. The Customer remains MIM’s sole contractual counterparty under this Contract, and no sale, transfer, commercialization, or other arrangement concerning the Mining Hardware with any third party shall release, reduce, or otherwise affect the Customer’s obligations toward MIM.
2.5 The risk of loss, theft, damage, or destruction to the Mining Hardware shall transfer to the Customer upon the earlier of (i) delivery of the Mining Hardware to any logistics provider, carrier, or freight forwarder engaged for transport, or (ii) installation or placement of the Mining Hardware at the mining site or hosting facility, whichever occurs first. From such time, MIM shall not be liable for any loss or damage to the Mining Hardware except to the extent directly caused by MIM’s gross negligence or wilful misconduct.
2.6 To secure all present and future Outstanding Amounts owed by the Customer to MIM under this Contract or in connection with the Mining Hardware and the Hosting Services, MIM shall have the right to retain possession of all Miners located at, installed in, or otherwise in the possession, custody, or control of MIM or the Hosting Facility until all Outstanding Amounts have been paid in full. In the event of payment default or other enforcement circumstances under Section 8, the Customer expressly authorizes MIM to exercise the rights and remedies set out in Section 8 with respect to the Miners.
3. TERM AND TERMINATION OF THE CONTRACT
3.1 The Contract term is specified on page 1 under “Contract Duration” and commences on the Contract start date as defined on page 1 under “Contract Start Date.” The Hosting Services shall commence upon installation of the Mining Hardware.
3.2 Both the Customer and MIM have the right to terminate the Contract in writing by November 30 of each year. A timely termination prevents the automatic renewal of the contract but does not affect the current contractual period. If no
timely termination is effected, the Contract shall automatically renew for an additional twelve (12) months on January 1.
3.3 MIM may terminate the Contract with immediate effect in the event of:
3.3.1 Force majeure as defined in Section 12;
3.3.2 A legal or regulatory change rendering the continuation of the Contract impossible or unreasonable;
3.3.3 An operator of a data center terminates its agreement with MIM or is no longer able to provide agreed services to MIM.
3.3.4 A material breach of Contract by the Customer that is not remedied within ten (10) calendar days after written notice from MIM;
3.3.5 A payment default by the Customer that persists for ten (10) calendar days after written reminder from MIM. In such case, MIM may terminate this Contract with immediate effect and the remedies set out in Section 8 shall apply. For the avoidance of doubt, MIM shall have the right to retain the Customer’s Miners until all outstanding amounts are settled and/or enforced pursuant to Section 8.
3.4 An early termination by the Customer requires MIM’s prior written consent, which MIM is not obligated to grant. If MIM approves an early termination, the Hosting Deposit shall be retained by MIM as compensation. The retention of the Hosting Deposit shall be without prejudice to any outstanding hosting service fees, repair costs, or any other claims due to MIM at the time of contract termination.
3.5 Upon Contract termination, the Customer shall arrange for the removal of its Miners from the Hosting Facility within fifteen (15) calendar days, provided no outstanding claims exist. Upon request, MIM may arrange shipment for a fee covering all associated handling and transportation costs. The risk shall transfer to the Customer once the Miners leave the Hosting Facility. If the Miners remain in the Hosting Facility beyond the fifteen (15) calendar days, MIM shall be entitled to charge a rack rental fee of €3 per miner per day (the „Rack Rental Fee“). This fee shall apply until the Miners are either removed or liquidated by MIM. If, after forty-five (45) calendar days, the Miners are still in the Hosting Facility or no removal measures have been taken, MIM shall have the right to liquidate or dispose of the Miners at its sole discretion.
4. OBLIGATIONS
4.1 The Customer undertakes to provide only complete and truthful information throughout the entire Contract Duration and shall not misrepresent itself to MIM in any misleading manner. If it is determined that the Customer has provided false, incomplete, or misleading information, such conduct shall constitute a material breach of this Contract. In this case, MIM shall be entitled to terminate the Contract for cause pursuant to Section 3.3.4.
4.2 The Customer bears sole responsibility for the recording, declaration, and proper taxation of any cryptocurrency generated by the Miners in compliance with applicable legal regulations. MIM assumes no liability for the Customer’s tax, regulatory, or accounting obligations. The Customer shall indemnify and hold MIM harmless from any claims, costs, penalties, or other damages arising from the Customer’s failure to comply with tax regulations or any related governmental demands.
4.3 The Customer shall cooperate with and respond to MIM regarding repair, replacement, and maintenance requests and approvals in accordance with Section 5.
4.4 MIM shall be entitled, at its sole discretion and without the prior consent of the Customer, to engage third parties or subcontractors for the performance of contractual services or the fulfilment of its obligations under this Contract, provided such engagement is necessary for the proper execution of the Contract.
4.5 MIM shall use all reasonable efforts to commence the operation of the Miners by the expected online date. However, MIM shall not be responsible for any delays in the operation of the Miners due to circumstances beyond its control, including but not limited to delays in the receipt of the Miners (e.g., supply shortages from manufacturers and suppliers, holidays, customs clearance delays, etc.) and force majeure events as defined in Section 12.
4.6 MIM does not provide custody or administration of crypto-assets for the Customer, has no access to the Customer’s private keys, and does not hold, control, broker or intermediate any crypto-assets.
5. HOSTING SERVICE
5.1 MIM shall provide and perform the Hosting Service for the Customer’s Miners at the Hosting Facility. The applicable Hosting Service Fee is governed by Section 6. The Hosting Service includes:
5.1.1 Provision of shelf or rack space in the Hosting Facility;
5.1.2 Monitoring (both system-based and on-site personnel) and continuous maintenance of the Miners;
5.1.3 Maintenance and updates of software and firmware;
5.1.4 Customer support via email provided by the MIM team;
5.1.5 Warranty cases will be handled by MIM, but transportation costs may be charged to the Customer. Repairs that fall outside the scope of warranty shall be carried out in coordination with the Customer, with the costs invoiced separately.
5.2 Standard: MIM shall configure the Customer’s Miners to operate on a Mining Pool selected by MIM.
5.3 Optional: The Customer has the option to configure its Miners to operate on a Mining Pool of their choice. In such a case, Section 5.2 shall not apply. The following conditions apply to this option:
5.3.1 The Customer must submit a written request for this option to MIM via email or through the Dashboard.
5.3.2 The Customer must independently enter the required Mining Pool data for each Miner in the Dashboard and ensure its accuracy. The Customer is also responsible for selecting the Mining Pool and continuously monitoring its performance.
5.3.3 MIM assumes no liability for incorrect entries, the functionality of the provided data, or the availability of the selected Mining Pool. The Customer bears full risk for any resulting loss of mining revenue.
5.3.4 The Customer is required to make an advance payment equal to the monthly Hosting Service Fee before activating this option. Additionally, the Customer must ensure that their Hosting Balance covers at least the monthly Hosting Service Fee at the beginning of each billing month. Otherwise, MIM shall be
entitled to suspend the Hosting Service with immediate effect in accordance with Section 8.
Monthly Hosting Service Fee Calculation: Monthly Hosting Service Fee = Hosting Service Fee x Number of Miners x Power Consumption per Miner x 24 hours x 30,4 days.
5.3.5 At all times, the Customer retains full control and responsibility over the mining rewards generated by their Miners. MIM shall have no access to the mined Bitcoins or other cryptocurrencies of the Customer.
5.4 MIM shall use commercially reasonable efforts to provide reliable Hosting Services throughout the Contract Duration and to minimize service interruptions within MIM’s reasonable control. MIM does not guarantee uninterrupted operation, and the Parties acknowledge an expected average annual uptime of approximately ninety-five percent (95%). Service interruptions caused by events outside MIM’s reasonable control, including without limitation grid maintenance, power limitations or curtailments imposed by the electricity provider, insufficient energy supply to the Hosting Facility, internet service provider outages, Miner failures or repairs, and force majeure, shall not be attributable to MIM.
5.5 Throughout the Contract Duration, the Customer shall take commercially reasonable steps to keep the Mining Hardware operable, acknowledging that MIM has secured and is financially committed to dedicated electrical capacity for its operation. The Customer shall approve and fund all reasonably necessary repairs, replacements, and maintenance within seven (7) calendar days after notice from MIM. If the Customer fails to do so and a Miner becomes non-operational as a result, MIM may charge the Rack Rental Fee for each affected Miner for the period of non-operation.
5.6 The Customer further acknowledges that Mining Hardware may become uneconomical to repair due to age, wear, damage, or technological obsolescence (“Scrapped”). If MIM or a repair center reasonably determines that a unit is not commercially viable to repair, it shall be deemed Scrapped and MIM shall have no further obligation to keep it operational. If a Miner is deemed Scrapped, MIM shall notify the Customer in writing. If the Customer does not provide instructions on how to proceed within ten (10) calendar days, MIM shall
be entitled to dispose of or otherwise repurpose the Miner at the Customer’s expense.
6. BILLING AND PAYMENT TERMS
6.1 MIM shall provide the Customer with the Hosting Service and charge Hosting Service Fees for the Contract Duration. The applicable Hosting Service Fee is as specified on page 1 under “Hosting Service Fee”. Any additional services or charges apply only if expressly set out in this Contract or agreed in writing.
6.2 The Hosting Service Fees shall be continuously deducted at short, regular intervals from the Customer’s Hosting Balance with MIM, as displayed in the Dashboard (https://app.mim.farm/dashboard).
6.3 The Hosting Service Fees are based on the actual power consumption of the Miners and shall be billed according to the selected Mining Pool configuration:
6.3.1 If the Customer’s Miners operate on a Mining Pool selected by MIM (Section 5.2.), the Hosting Service Fees shall be deducted continuously at short intervals from the Customer’s Hosting Balance with MIM.
6.3.2 If the Customer’s Miners operate on a Mining Pool selected by the Customer (Section 5.3.), the Hosting Service Fees shall be deducted continuously at short intervals from the Customer’s Hosting Balance with MIM.
6.4 The Customer shall bear all transaction fees for payments made to MIM, including but not limited to fees for crypto-to-crypto transfers, crypto-to-fiat conversions, and fiat-to-fiat transfers.
6.5 MIM shall provide the Customer with a monthly statement and invoice summarizing all Hosting Service Fees during the previous calendar month. The statement and invoice shall be made available to the Customer via the Dashboard no later than the twentieth (20th) business day of the following month. Any objections or complaints concerning invoices, fee calculations, or Hosting Services shall be raised exclusively in accordance with Section 13.1.
6.6 MIM reserves the right to adjust the Hosting Service Fees during the Contract Duration with prior written notice under the following conditions:
6.6.1 Increased operational costs arising exclusively from increases in electricity prices, adjustments to land lease payments, or rising ancillary costs directly related to the Hosting Facility.
6.6.2 A deterioration of more than 7.5% in the exchange rate of EUR against USD to MIM’s disadvantage compared to the EUR/USD exchange rate on the Contract Start Date.
6.6.3 Regulatory changes, including but not limited to new laws, taxes, or restrictions that result in higher operational costs.
Upon request, MIM shall provide evidence of cost increases incurred during the Contract Duration.
7. HOSTING DEPOSIT
7.1 The Hosting Deposit serves as collateral for the Customer’s obligations under this Contract and shall be specified separately in the applicable quotation(s) or invoice(s).
7.2 The Customer acknowledges and agrees that MIM may use the Hosting Deposit, in whole or in part, to finance or pre-finance costs and expenses reasonably incurred in connection with the provision of the Hosting Services, including infrastructure and capacity-related payments, setup and installation costs, and similar hosting-related expenses.
7.3 MIM reserves the right to apply the Hosting Deposit toward any outstanding claims against the Customer. If the Hosting Deposit is applied or utilized in whole or in part, the Customer shall replenish the shortfall within ten (10) calendar days of receipt of MIM’s notice. Failure to do so may result in further measures in accordance with Section 8.4 and Section 8.5.
7.4 Upon termination of this Contract, MIM shall refund any unused portion of the Hosting Deposit within thirty (30) calendar days, provided that (i) no outstanding claims of MIM remain, and (ii) the Hosting Deposit is not designated as non-refundable under this Contract. For the avoidance of doubt, no refund shall be due (a) if MIM terminates this Contract for cause due to the Customer’s breach, or (b) to the extent the Hosting Deposit is retained by MIM pursuant to Section 3.4 (Early Termination).
8. PAYMENT DEFAULT AND SUSPENSION OF HOSTING SERVICE
8.1 This Section 8 applies to any and all amounts due to MIM under this Contract or in connection with the Miners and/or the Hosting Services, including without
limitation Hosting Service Fees, Rack Rental Fees, repair costs, transport and handling costs, and any other invoices, charges, or reimbursable expenses (collectively, “Outstanding Amounts”).
8.2 MIM shall be entitled to suspend the Hosting Service with immediate effect, in whole or in part, if any of the following occurs:
8.2.1 Customer-Selected Pool (Section 5.3): the Customer fails to maintain the required advance payment and/or Hosting Balance coverage as set out in Section 5.3, including where the Hosting Balance is not at least equal to the monthly Hosting Service Fee before the start of a billing month, or where the Hosting Balance is depleted or negative; or
8.2.2 General Non-Payment: any Outstanding Amounts are not paid when due and remain unpaid for ten (10) calendar days after written reminder from MIM.
8.3 The Hosting Service shall only be resumed once all Outstanding Amounts have been fully settled and, where applicable, the Customer has re-established the required Hosting Balance coverage pursuant to Section 5.3. MIM shall not be liable for any downtime, loss of mining rewards, or other consequences incurred during the suspension period.
8.4 During suspension, MIM shall be entitled to charge the Rack Rental Fee for each affected Miner. This fee shall accrue until the Hosting Service is resumed or the Miners are enforced in accordance with Section 8.6.
8.5 During suspension, and solely to mitigate and recover Outstanding Amounts, MIM shall be entitled to (i) reconfigure the Miners to a Mining Pool and/or payout settings designated by MIM, and/or (ii) operate the Miners for MIM’s benefit (“Self-Mining”) until all Outstanding Amounts including accrued Rack Rental Fees and reasonable enforcement/handling costs are recovered.
8.6 If, after thirty (30) calendar days from the commencement of suspension and written notice to the Customer, the Outstanding Amounts remain unpaid or not fully recovered through Self-Mining under Section 8.5, MIM may exercise its contractual enforcement rights under Section 2.6 by either:
8.6.1 selling or otherwise liquidating the Miners at reasonable fair market value after written notice to the Customer; or
8.6.2 taking ownership of the Miners for its own use at their fair market value, as determined by MIM in good faith.
The determined value shall be applied against all Outstanding Amounts and reasonable costs, with any surplus credited to the Customer.
8.7 The remedies in this Section 8 are cumulative and do not limit any other rights or remedies available to MIM under this Contract or applicable law.
9. POWER CURTAILMENT AND EMERGENCIES
9.1 The Customer acknowledges and agrees that MIM may reduce, interrupt, or suspend power supply and Hosting Services, in whole or in part, whether temporarily or longer-term, if (i) required or requested by the electricity provider, grid operator, landlord, site operator, or any competent authority, or (ii) if MIM reasonably determines that such measure is necessary or appropriate for operational stability, maintenance, safety, infrastructure protection, energy management, compliance, or the efficient operation of the Hosting Facility. MIM shall not be liable for any resulting downtime, loss of mining rewards, reduced performance, or other losses, except in cases of gross negligence or wilful misconduct. MIM shall inform the Customer without undue delay where reasonably practicable.
9.2 MIM may, at its sole discretion, determine the existence of an emergency and take necessary measures, with the Customer being notified immediately. Actions such as reorganization, removal, or relocation of equipment require the Customer’s written consent. If the Customer does not respond within forty-eight (48) hours, MIM shall be entitled to act independently to safeguard the infrastructure and Miners. MIM shall not be liable for any losses or damages caused by emergencies, except in cases of gross negligence.
9.3 After an emergency has been resolved, MIM shall inform the Customer about the status of the Hosting Services. Any necessary repairs or replacement acquisitions shall be the Customer’s responsibility.
9.4 If MIM is required to restrict operations due to regulatory orders, the Customer shall not be entitled to any compensation or reimbursement.
10. LIMITATION OF LIABILITY
10.1 MIM makes no guarantees regarding the profitability or performance of the Miners. The Customer assumes full economic risk.
10.2 MIM shall not be liable for failure to fulfill any obligation if such failure is caused by events beyond MIM’s control. This includes, but is not limited to, governmental orders, cyberattacks, power outages, regulatory changes, and force majeure events as defined in Section 12. This also applies to changes in regulatory, legal, or technical conditions affecting cryptocurrencies or mining.
10.3 MIM shall not be liable for any damage to or loss of Miners due to environmental conditions, cyberattacks, IT security incidents, equipment failures, improper handling by the Customer, theft, transport damage, or external influences, unless caused by MIM’s gross negligence. MIM shall also not be liable for any damage resulting from manufacturing defects or malfunctions in the Customer’s hardware.
10.4 Notwithstanding any other provisions in this Contract, MIM shall not be liable for: (I) lost profits; (II) business, revenue, or production losses; (III) data loss, interruptions, or the inability to use Miners; (IV) loss of contracts or business opportunities; (V) reputational damage or loss of goodwill.
10.5 The Customer agrees to indemnify, defend, and hold harmless MIM and its affiliates from any claims, demands, lawsuits, proceedings, or losses arising from or in connection with: (I) legal, regulatory, or governmental actions against or involving the Customer; (II) maintenance or operation of the Miners due to an error by the Customer; (III) losses caused by the Customer, its executives, managers, or partners; and (IV) any breach or non-fulfillment by the Customer of any provision or obligation under this Contract.
11. CONFIDENTIALITY CLAUSE
11.1 Both Parties acknowledge that they, as well as their employees or representatives, may gain access to confidential information of the other Party in the course of performing this Contract. All contents of this Contract, as well as any information obtained during contract negotiations, upon contract execution, or throughout the Contract Duration that is not publicly available, shall be deemed confidential. Neither Party shall use, reproduce, or disclose confidential information except to the extent expressly permitted as necessary for the fulfillment of contractual obligations. The disclosure of confidential information to third parties is prohibited unless prior written consent is obtained
from the other Party or the information is shared with employees or agents who require access for the performance of the Contract.
11.2 Both Parties agree to implement appropriate protective measures to ensure the confidentiality and security of proprietary information. Disclosure of confidential information shall only be permitted if required by law or regulatory obligations. In such cases, the disclosing Party shall, to the extent legally permissible, promptly notify the other Party and take all reasonable measures to limit the disclosure to the minimum necessary.
11.3 A breach of this confidentiality clause entitles the affected Party to claim compensation for direct and indirect damages incurred. Furthermore, the affected Party shall have the right to terminate the Contract for cause.
11.4 Both Parties agree to maintain the confidentiality of all confidential information even after the termination of this Contract. Upon written request following the termination of the Contract, both Parties shall be obligated to return, destroy, or delete all confidential information and any copies thereof in their possession or control within ten (10) calendar days.
12. FORCE MAJEURE
12.1 Neither Party shall be liable for the non-performance or delay in the fulfillment of its contractual obligations if caused by an event of Force Majeure. Force Majeure refers to any event beyond the control of either Party, not caused by the fault or negligence of the Parties, and which is unavoidable. This includes, but is not limited to: natural disasters (e.g., floods, earthquakes, storms), lightning strikes, fires, explosions, general power outages, strikes, acts of war, civil unrest, terrorism, epidemics, vandalism, theft, sabotage, governmental restrictions or limitations (including restrictions on cryptocurrency mining), and any delays or omissions by governmental authorities that cannot be avoided despite reasonable diligence and compliance with applicable laws.
13. DISPUTE RESOLUTION AND CLAIM SETTLEMENT
13.1 The Customer shall raise any objections or complaints, whether relating to (i) invoices or fee calculations or (ii) the quality, scope or availability of the Hosting Service within ten (10) calendar days after the later of (a) the publication of the monthly statement and invoice in the Dashboard, or (b) the end of the month to
which the statement relates. After this period, all invoices, fees, and services for that month shall be deemed fully accepted, and any subsequent claims or objections shall be excluded. Objections must be submitted in writing via the notice methods permitted under this Agreement and must include reasonable supporting detail.
13.2 Disputes or disagreements arising from or in connection with this Contract shall first be resolved through direct negotiations between the Parties.
13.3 Written complaints shall be reviewed within thirty (30) calendar days from the date of receipt. If external experts or technical evaluations are required for assessment, this period may be extended accordingly.
13.4 If, upon review, a complaint is found to be unfounded, the submitting Party shall bear all actual costs incurred in the assessment and resolution of the dispute, including, but not limited to, expert fees, legal fees, and any other expenses related to the evaluation.
13.5 If a dispute cannot be resolved through negotiations within sixty (60) calendar days from the receipt of the initial written complaint, it shall be settled through binding arbitration under the rules of the Georgian International Arbitration Centre (GIAC), which shall form an integral part of this Agreement. The exclusive seat of arbitration shall be Tbilisi, Georgia, and the language of the proceedings shall be English.
13.6 All provisions of this Contract and the obligations arising hereunder shall be governed by and construed in accordance with the laws of Georgia.
14. MISCELLANEOUS PROVISIONS
14.1 This Contract constitutes the entire agreement between the Parties. Any prior agreements, oral or written side agreements, as well as any other commitments or representations not expressly included in this Contract, shall be null and void and have no legal effect.
14.2 Any amendments or additions to this Contract must be made in writing and require the consent of both Parties.
14.3 If any provision of this Contract is determined to be invalid, unenforceable, or unlawful, this shall not affect the validity and enforceability of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid
and enforceable provision that most closely reflects the intent and purpose of the original provision in a legally permissible manner. The same shall apply in the event of contractual gaps or if any provision is deemed impracticable.
14.4 The Customer may not assign or transfer its rights and obligations under this Contract, in whole or in part, without the prior written consent of MIM. MIM shall be entitled to transfer this Contract to affiliated companies or third parties that adhere to the contractual terms.
14.5 MIM shall be entitled to set off any claims to which it is entitled against the Customer under this Contract or any other contractual relationship with the Customer against claims of the Customer under this Contract.
14.6 Unless expressly stated otherwise, all notices and communications under this Agreement shall be made in writing. A notice shall be deemed received at the time it is sent, if transmitted during the recipient’s regular business hours, or otherwise at the beginning of the next business day.
14.6.1 From MIM to the Customer: Notices may be provided (i) by email to the Customer’s registered email address as shown in the Dashboard, (ii) by postings or alerts within the Dashboard, or (iii) by postings or alerts in the official MIM Telegram Group “MIM Alerts.”
14.6.2 From the Customer to MIM: Notices must be sent exclusively by email to VIP@mim.farm, using the email account registered in the Customer’s Dashboard.
14.7 The Parties agree that this Contract, as well as any related documents, amendments, or modifications, may be signed electronically. Electronic signatures, including digital signatures, shall have the same legal effect as handwritten signatures.
14.8 This Contract shall become legally binding upon acceptance by the Customer. Acceptance shall occur upon (i) placement of an order through the webshop, (ii) execution of this Contract, (iii) any payment made by the Customer under this Contract, or (iv) the Customer’s use or acceptance of the Hosting Services. No countersignature by MIM shall be required.
