General Terms and Conditions (GTC)

BTC Mining Invest LLC
Version 1.0 – Status 29.09.2026
Bakhtrioni St. N 22, Flat 75, Tbilisi 0162, Georgia

These General Terms and Conditions apply exclusively to B2B transactions. Consumers are not covered by this system of General Terms and Conditions.

Table of Contents

Part A – General Terms

§ 1 Scope, B2B Restriction and Contract Architecture

1. These General Terms and Conditions apply to all contracts between BTC Mining Invest LLC, Bakhtrioni St. N 22, Flat 75, Tbilisi 0162, Georgia ("BTC"), and entrepreneurs, legal entities or other organizations acting in the course of business ("Contracting Partner"). They do not apply to contracts with consumers.

2. This system of General Terms and Conditions is modular. Part A contains the general provisions. Part B applies additionally to Bitcoin Mining and Mining Services, Part C to international trade, import and export, and Part D to Business Services. The respective Individual Contract determines which special Parts are incorporated.

3. Individually negotiated agreements take precedence over the special Parts. For the respective component of the services, the special Parts B, C or D take precedence over the general provisions of this Part A.

4. Where a contract comprises several different components of services, each special Part applies only to the component to which it is substantively attributable, unless expressly agreed otherwise.

5. Deviating or supplementary standard terms of the Contracting Partner apply only to the extent BTC has expressly agreed to their incorporation or their applicability necessarily follows from the applicable law. A mere reference to third-party terms and conditions does not, by itself, constitute BTC's express consent.

6. Cooperation with another company, in particular a supplier, operator, hosting provider, logistics company or other service provider, does not, in the absence of an express agreement, create a group relationship, authority to represent, or any other automatic legal relationship between BTC and that company.

§ 2 Offers, Formation of Contract and Contract Documents

1. Offers made by BTC are non-binding unless they are expressly designated as binding or a clear intention to be legally bound follows from their content and the circumstances.

2. A contract is formed by corresponding declarations of intent by the parties, in particular by acceptance of an offer, order confirmation, signature of an Individual Contract, or in another legally recognized manner.

3. The specific contract, including expressly incorporated offers, order confirmations, service descriptions, specifications, annexes, service levels, project agreements and other contract documents, is hereinafter referred to as the "Individual Contract".

4. In the event of inconsistencies within the contract documents, expressly and individually negotiated agreements take precedence. Otherwise, the order of precedence specified in the Individual Contract applies; if no such order is specified, the more specific provision takes precedence over the more general provision.

5. Statements in advertising materials, websites, presentations or non-binding product information become part of the contract only if they are incorporated into the Individual Contract or expressly confirmed as binding.

6. Amendments and supplements should be documented in a manner that makes the content, the affected contract and the parties' consent traceable. Mandatory statutory form requirements remain unaffected.

§ 3 Scope of Services and Use of Third Parties

1. The nature, scope, quality and limitations of the services owed by BTC are set out in the Individual Contract.

2. BTC owes only the expressly agreed services and such ancillary services as are objectively necessary for the proper performance of the principal obligations expressly assumed.

3. BTC is entitled to use employees, assistants, operators, hosting providers, carriers, advisers, specialists or other suitable third parties unless personal performance has been expressly agreed or mandatory law provides otherwise.

4. The legal attribution of acts of third parties used for performance is governed by the Individual Contract, the actual legal classification of the service and the applicable law.

5. Where a third party is engaged directly by the Contracting Partner, BTC does not become a party to that third-party contract merely by coordinating or communicating with that third party.

6. BTC is not obliged to perform services whose performance would be unlawful, would require an authorization that is not held, or would violate sanctions, export controls, anti-money-laundering rules or other mandatory law.

§ 4 Remuneration, Prices, Currencies, Taxes and Invoicing

1. Prices and remuneration are set out in the Individual Contract. Unless stated otherwise, prices are exclusive of taxes, duties, customs charges and third-party costs additionally payable by law or contract.

2. The contract and invoice currency is specified in the Individual Contract. To the extent Georgian law or binding requirements of the National Bank of Georgia require payment or accounting in GEL for the specific transaction, those requirements prevail.

3. Monetary claims of BTC arising from transactions in goods and services are fiat-money claims in the agreed legal currency. Virtual assets, in particular Bitcoin or stablecoins, are not accepted directly as consideration for goods or services supplied by BTC to the extent such acceptance is prohibited under the Georgian law applicable to BTC.

4. Lawful payment routes through an authorized Virtual Asset Service Provider or other service provider remain permitted where the payer uses virtual assets vis-à-vis that service provider and BTC receives exclusively the fiat amount owed.

5. Taxes, withholding taxes, value-added taxes, customs duties and other public charges are treated in accordance with the applicable law and the allocation of risk provided for in the Individual Contract.

6. Invoices may be issued electronically. The Contracting Partner shall promptly inform BTC of any requirements that are material to invoicing required by law or contract.

§ 5 Payment Terms, Due Date and Default

1. Unless otherwise agreed in the Individual Contract, invoices are payable without deduction within 10 calendar days from the invoice date.

2. A payment is generally deemed made only when the amount owed has been credited to the account designated by BTC, unless mandatory law provides otherwise.

3. In the event of payment default, the Contracting Partner shall, to the extent legally permissible and unless otherwise agreed, owe default interest at 10% per annum on the due amount. No compound interest shall be charged.

4. Further statutory claims arising from default, in particular compensation for demonstrable additional loss, remain unaffected.

5. Where there are justified doubts as to solvency or material payment arrears, BTC may require reasonable advance payments or security for services not yet performed, to the extent this is reasonable in the circumstances.

6. Rights of set-off or retention of the Contracting Partner exist only to the extent permitted by law. Undisputed portions of invoices remain generally due notwithstanding a dispute regarding other items.

§ 6 Duties to Cooperate and Provide Information

1. The Contracting Partner shall provide in due time all information, documents, decisions, approvals, access rights and other cooperation required by BTC for contractual performance.

2. The Contracting Partner is responsible for ensuring that information provided by it is, to the best of its knowledge, accurate, complete and current.

3. BTC may rely on such information unless there are obvious inconsistencies or specific doubts and no further duty of verification has been agreed.

4. If BTC identifies a material error or inconsistency that can foreseeably impair performance, BTC will notify the Contracting Partner and, where necessary, request clarification.

5. Delays and additional effort resulting from missing or late cooperation by the Contracting Partner shall be appropriately taken into account in performance deadlines and remuneration.

6. The Contracting Partner shall inform BTC without undue delay of changes in material circumstances insofar as they are relevant to contractual performance.

§ 7 Performance Deadlines, Delays and Force Majeure

1. Performance periods and dates are binding only if they have been expressly agreed as binding or their binding nature clearly follows from the circumstances.

2. A performance period begins only once the agreed prerequisites for performance, required information and required cooperation are available.

3. Events beyond the reasonable control of the affected party, in particular natural events, war, governmental measures, sanctions, extraordinary disruptions of infrastructure, energy supply, telecommunications or transport, strikes or comparable impediments, shall be dealt with in accordance with the Individual Contract and the applicable law.

4. To the extent legally permissible and provided no fixed date is affected, an affected performance period shall be extended by the duration of the actual impediment plus a reasonable restart period.

5. The affected party shall inform the other party within a reasonable time of any material impediment and its foreseeable effects.

6. If an impediment continues for such a period that the purpose of the contract is materially impaired, statutory and contractual rights to adjustment or termination remain unaffected.

§ 8 Compliance, KYC/UBO, Sanctions and Lawful Business Activity

1. Each party shall comply with the laws and regulations applicable to it in performing the contract.

2. BTC may, to the extent necessary, request information and evidence concerning identity, registry data, beneficial owners, business activity, source of funds, end use, payment routes and other compliance-relevant circumstances.

3. BTC is entitled to suspend the processing of a transaction where there are specific and objectively justified doubts as to its lawfulness or where required KYC, UBO, AML, sanctions or export-control checks have not yet been completed.

4. No party is obliged to take any action that would violate sanctions, export-control rules, anti-money-laundering provisions, official orders or other mandatory law.

5. The Contracting Partner shall not provide BTC with false information, sham structures or circumvention arrangements or require BTC to use them.

6. If a transaction becomes permanently impermissible due to a mandatory legal prohibition, reversal and settlement shall be governed by the Individual Contract and the applicable law.

§ 9 Confidentiality and Trade Secrets

1. The parties shall keep confidential all non-public commercial, technical, organizational and other confidential information of the respective other party.

2. Confidential information may be used only for performance of the relevant contract and may be made accessible only to persons who require it for that purpose and are appropriately bound to confidentiality.

3. The confidentiality obligation does not apply to information demonstrably in the public domain, already lawfully known to the receiving party, independently developed, or lawfully obtained from a third party.

4. Statutory disclosure obligations remain unaffected. To the extent permissible, the other party shall be informed before any mandatory disclosure.

5. Trade secrets shall receive the special protection required by the applicable law. Confidentiality obligations shall continue after termination of the contract to the extent required by their purpose.

6. Access credentials, private keys, seed phrases, PINs and comparable authentication secrets shall neither be requested nor disclosed unless this is strictly necessary for a lawful and expressly agreed purpose.

§ 10 Data Protection

1. The parties shall process personal data exclusively in compliance with the applicable data-protection law.

2. The data-protection role of each party is determined by the actual processing activities and not solely by the designation used in the contract.

3. Where BTC processes personal data exclusively on behalf of and under the instructions of the Contracting Partner, the parties shall, before processing begins, enter into the data-processing agreement required by law or a functionally equivalent agreement.

4. Required arrangements for international data transfers, in particular from the EEA to Georgia, shall be made separately to the extent required by applicable law.

5. Each party shall implement appropriate technical and organizational measures to protect data processed within its area of responsibility.

6. Statutory duties concerning information, deletion, retention and incident notification remain unaffected.

§ 11 Intellectual Property and Work Products

1. Pre-existing rights, in particular rights in trademarks, software, documents, templates, methods, know-how and other protected rights, remain with the respective rights holder.

2. Rights in work products created individually for the Contracting Partner are governed by the Individual Contract and the applicable law.

3. Unless otherwise agreed, upon full payment the Contracting Partner shall receive the rights of use required for the contractually intended purpose in work products created by BTC specifically for it.

4. General know-how, methods, processes, non-customer-specific templates and independently developed components remain with BTC, subject to any mandatory rights of third parties.

5. The Contracting Partner warrants that it has the necessary rights in materials that it provides to BTC for processing.

6. Rights of third parties remain unaffected.

§ 12 Warranty and Complaints Regarding Performance

1. Whether and to what extent warranty or remedial-performance rights exist is governed by the Individual Contract, the applicable special Part and the applicable law.

2. The Contracting Partner shall notify BTC of recognizable deviations within a reasonable period and describe the complaint in sufficient detail to enable BTC to examine it.

3. Where a deviation attributable to BTC can be remedied, BTC shall generally be given a reasonable opportunity to correct or cure it, unless the applicable law provides for another legal consequence.

4. The form of remedial performance depends on the nature of the service, the significance of the deviation and the statutory requirements.

5. Changes to the work product or goods by the Contracting Partner or third parties may exclude or reduce claims to the extent such changes caused the alleged defect or materially impaired its assessment.

6. Guarantees are assumed only if expressly agreed as such.

§ 13 Liability and Damages

1. BTC is liable for intentional and grossly negligent breaches of duty in accordance with the applicable law. Mandatory statutory liability remains unaffected.

2. In cases of ordinary negligence, BTC is liable only for breach of material contractual obligations and only for direct loss that was typically foreseeable at the time the contract was concluded.

3. To the extent legally permissible, BTC's liability for ordinary negligence is limited in amount: for an individual purchase or project contract, to the net value of the specifically affected order or affected goods; for ongoing service relationships, to the net remuneration that BTC received or was contractually entitled to receive under the affected contractual relationship during the twelve months preceding the event giving rise to the loss.

4. In cases of ordinary negligence, indirect loss, consequential loss, production downtime, loss of profit and loss of business opportunities are excluded to the extent permitted by applicable law.

5. Limitations of liability do not apply to the extent they are impermissible in cases of injury to life, body or health, intentional conduct, an expressly assumed guarantee, or other mandatory law.

6. The injured party shall take reasonable measures to mitigate loss. Any contribution by the injured party to the occurrence or increase of the loss shall be taken into account in accordance with the applicable law.

7. B13, C14 and D13 apply additionally to special risks and liability rules for individual types of services.

§ 14 Term and Termination

1. The term, commencement, minimum term, extension and ordinary notice periods are set out in the Individual Contract.

2. The right to terminate for good cause remains unaffected.

3. Where a breach can be remedied and immediate termination is not justified, the breaching party should generally first be granted a reasonable period to remedy the breach.

4. Mandatory or non-waivable termination rights applicable to the contract type actually concerned remain unaffected.

5. Provisions which by their purpose are intended to survive termination, in particular confidentiality, data protection, liability, payment claims, governing law and dispute resolution, shall remain in effect.

6. The special Parts may contain additional termination and wind-down provisions.

§ 15 Assignment, Transfer of Contract and Use of Third Parties

1. Assignment or transfer of material rights or obligations under an Individual Contract requires the consent of the other party unless the applicable law or the Individual Contract provides otherwise.

2. BTC may assign receivables to banks, payment service providers, factoring companies or other financing partners to the extent legally permissible and provided the legitimate interests of the Contracting Partner are not unreasonably impaired.

3. The use of employees, assistants and subcontractors is governed by § 3 and the special Parts.

4. A complete transfer of a contract to a third party shall take place only where the required consents and statutory requirements are satisfied.

5. Statutory succession remains unaffected.

§ 16 Electronic Communications and Declarations

1. The parties may use email and other agreed electronic means of communication for performance of the contract.

2. Declarations are deemed received when they have entered the recipient's sphere of control and, under ordinary circumstances, the recipient can be expected to become aware of them, unless mandatory law provides otherwise.

3. Changes to bank details, wallet or payment instructions, and other security-critical changes may be subject to additional verification through a communication channel already known to the parties.

4. Electronic copies and signatures may be used to the extent legally permissible. Special forms required by law remain unaffected.

5. Each party shall keep current the contact details used for the business relationship and shall promptly notify the other party of any recognizable compromise of its communication systems.

§ 17 Governing Law and CISG

1. The contractual relationship is governed by Georgian law unless another law has been validly agreed in the Individual Contract and mandatory conflict-of-laws or substantive provisions do not provide otherwise.

2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is not excluded generally. Where its requirements for application are met, it applies unless the parties have validly excluded or modified it for the specific contract.

3. A choice of Georgian law does not, by itself, exclude the CISG.

4. Mandatory public-law, property-law, insolvency-law, data-protection-law, transport-law or other provisions of other affected states remain applicable where private international law so provides.

§ 18 Jurisdiction, Language and Final Provisions

1. To the extent legally permissible, the competent courts in Tbilisi, Georgia, shall have jurisdiction over disputes arising out of or in connection with the contractual relationship. BTC remains entitled to bring claims against a Contracting Partner before any other court having jurisdiction, to the extent legally permissible.

2. For the current publication, the German version of these General Terms and Conditions is authoritative. If another language version is later expressly designated as authoritative for an Individual Contract, that agreement shall apply to the relevant contract.

3. Translations are provided for international use. In the event of differences of interpretation, the language version expressly designated as authoritative for the specific contract shall prevail.

4. If any provision is invalid, unenforceable or inapplicable to a particular set of circumstances, the remaining provisions shall remain effective to the extent permitted by applicable law. The statutory provisions shall apply in place of the invalid provision.

5. Failure to exercise a right in an individual case does not constitute a general waiver of that right for future cases.

6. The version of these General Terms and Conditions incorporated into the respective Individual Contract shall be authoritative for that contract.

Part B – Bitcoin Mining and Mining Services

B1 Scope and Classification of Mining Services

1. This Part B applies in addition to Part A to contracts relating to Bitcoin mining, mining capacity, operation or hosting of mining hardware, administrative Mining Services and related services.

2. The Individual Contract determines whether BTC itself owes a mining-specific service, provides only administrative or coordination services, or arranges or coordinates services of a technical operator.

3. The involvement of a data center, hosting provider, mining pool or other technical service provider does not automatically make that provider's terms part of the contract between BTC and the customer.

4. Ownership of hardware, possession, technical operational responsibility, mining capacity and the economic entitlement to mining proceeds are to be assessed separately as a matter of law.

B2 Subject Matter of Contract, Hardware and Mining Capacity

1. The number, type, performance, ownership status, location, allocation and other characteristics of the mining hardware are set out in the Individual Contract.

2. Where the customer owns specific hardware, such ownership is unaffected by the provision of mining, hosting or coordination services unless otherwise expressly and validly agreed.

3. A stated nominal hashrate does not constitute a guarantee that such hashrate will actually be achieved at all times. Technical fluctuations, pool measurements, maintenance and operating conditions must be taken into account.

4. Where only mining capacity and no ownership of specific hardware is owed, no ownership or co-ownership right in hardware used arises unless expressly agreed.

5. Hardware serial numbers, locations or allocations may be recorded in annexes, inventory lists or other technical documentation.

B3 Mining Pool, Wallet and Mining Proceeds

1. Unless otherwise agreed in the Individual Contract, mining proceeds are paid through the mining pool used directly to a customer wallet designated and verified by the customer.

2. BTC shall not routinely intermediate-store, hold in custody or forward third-party mining proceeds through its own wallets.

3. The customer is responsible for the accuracy, security and availability of its wallet address. Changes must be verified through the agreed secure process.

4. BTC does not request private keys or seed phrases for a customer wallet and may not exercise control over them.

5. Mining proceeds arise in accordance with the rules of the Bitcoin network and the pool used. BTC guarantees neither block finds nor any specific amount or frequency of payouts.

6. Pool fees, payout thresholds, payout methods and technical pool conditions may affect the mining proceeds actually credited.

B4 Hashrate, Availability and Downtime

1. Hashrate, technical availability and downtime are assessed in accordance with the Individual Contract and the technical conditions of actual operation.

2. BTC does not guarantee uninterrupted technical availability unless such a guarantee has been expressly assumed.

3. Maintenance, repairs, network or power disruptions, pool outages, internet problems, overheating, firmware work and other technical events may result in downtime.

4. Where technical infrastructure or operation is provided by an independent operator, BTC owes only the services expressly assumed by BTC itself, including, where applicable, administrative coordination, monitoring or communication.

5. Binding service levels or downtime credits apply only if expressly agreed.

6. BTC shall, to the agreed extent, forward material recognizable disruptions to the responsible operator or service provider and coordinate their handling insofar as this is included in the scope of services.

B5 Power Supply, Energy Price and Hosting Costs

1. Energy price, calculation basis, billing period, hosting costs and other technical operating costs are set out in the Individual Contract.

2. Where a fixed energy price is expressly agreed, it generally remains fixed for the agreed period. Ordinary cost increases of an operator do not give BTC an automatic right to increase prices.

3. Consumption-based costs may be billed according to measured kWh values or kWh values allocated on a traceable basis.

4. Advance payments or instalments are permissible where agreed. Variances in consumption or costs may be reconciled in the following billing period.

5. Changes in government charges, mandatory taxes or other costs caused by public authorities shall be treated in accordance with the Individual Contract and the applicable law.

6. Remuneration of BTC for its own administrative or coordination services shall be shown separately from pure energy costs or third-party provider costs where required by the agreed business model.

B6 Hardware Operation, Maintenance, Repairs and Defects

1. Operation, maintenance, repairs and technical responsibilities are governed by the Individual Contract and the actual operator structure.

2. Where a technical operator or manufacturer performs repair or maintenance services, that party remains professionally responsible for its services; BTC owes only its own expressly assumed coordination or service obligations.

3. The customer shall disclose known technical particularities and existing prior damage to its own hardware to the extent relevant to operation.

4. Repairs, spare parts or external technical services may cause separate costs. Such costs may be incurred only in accordance with the agreed approval or budget rules, unless an emergency exists.

5. BTC does not guarantee that defective hardware can be repaired economically or that spare parts will be available.

6. Where BTC itself undertakes technical services, BTC is responsible for their proper performance in accordance with Part A and B13.

B7 Risk, Insurance, Loss and Damage

1. Ownership, possession and allocation of risk relating to mining hardware are to be assessed separately and are governed by the Individual Contract and the property law applicable in each case.

2. Where hardware is owned by the customer, the customer generally bears the risk of loss or damage to the property unless the loss or damage is attributable to BTC or a person whose conduct is attributable to BTC, or unless otherwise agreed.

3. BTC is obliged to procure property, transport or operational insurance only where this has been expressly agreed.

4. In the event of loss or damage, the loss shall be documented without undue delay and, where necessary, claims shall be asserted against the operator, insurer or other responsible third party.

5. Proprietary security rights, rights of retention or realization rights are governed by the law applicable to property located at the hardware's location to the extent that law applies mandatorily.

B8 Remuneration, Billing and Payment

1. Remuneration for mining, hosting, energy, administration and other services is set out in the Individual Contract and shall be treated separately from the customer's mining proceeds.

2. BTC's remuneration claims are fiat-money claims. Direct payment of such claims in Bitcoin or other virtual assets is not contemplated to the extent such payment is impermissible under Georgian law.

3. Lawful VASP conversion routes are permitted where BTC receives exclusively the fiat amount owed.

4. The customer's mining proceeds shall not be set off against or withheld for BTC's remuneration claims unless this has been expressly agreed and is legally permissible.

5. Invoicing, due dates and default are additionally governed by Part A.

6. Billing may use pool data, Energy Reports, consumption data or other traceable technical records as the calculation basis.

B9 Term, Mining Commencement and Termination

1. Where a minimum term has been agreed, for long-term mining or hosting contracts it generally begins on the actual Mining Commencement Date unless the Individual Contract provides otherwise.

2. The Mining Commencement Date is the date on which the contractually allocated mining hardware or mining capacity is actually placed into the agreed mining operation.

3. Delays occurring before mining commences shall be assessed according to their cause and the relevant sphere of responsibility.

4. Ordinary and extraordinary termination rights arise from the Individual Contract, Part A and mandatory law.

5. Upon termination, technical shutdown, pool allocation, hardware access, data handover and other wind-down measures shall be carried out in accordance with B14.

B10 Regulatory, Technical and Fundamental Changes

1. Changes to the Bitcoin protocol, Difficulty, network hashrate, halving, Block Reward, pool rules, the electricity market, regulatory requirements or other framework conditions may affect the economics of mining.

2. Such changes generally do not constitute a breach of guarantee and do not create an automatic right to adjust prices unless an express adjustment mechanism has been agreed.

3. If continued performance becomes impermissible under mandatory law or technically impossible, the parties shall first examine whether a lawful and economically reasonable adjustment is possible.

4. Ordinary mining-market and profitability risks remain with the party to which they are allocated under the Individual Contract.

5. No party is obliged to use an unlawful substitute structure or circumvention solution.

B11 Taxes and Documentation

1. Each party is responsible for its own tax obligations in connection with mining proceeds, hardware, remuneration and other services, unless the applicable law provides otherwise.

2. BTC shall prepare the invoices and documentation owed by it in accordance with the legal requirements applicable to BTC.

3. The customer shall provide required tax, identity or corporate information to the extent necessary for proper billing or statutory documentation.

4. Mining proceeds, fiat remuneration, electricity/hosting costs and other payment flows shall be separated for accounting and documentation purposes.

5. BTC does not owe tax advice to the customer unless such service has been expressly and legally validly agreed.

B12 Customer Obligations, Security and Permitted Use

1. The customer shall use only lawful wallets, payment routes and corporate structures and shall provide all required KYC/compliance information.

2. Wallet addresses and changes to security-relevant information must be verified in accordance with the agreed procedure.

3. The customer shall not transmit private keys, seed phrases or other authentication secrets to BTC unless this is expressly required in an exceptional case and is legally permissible.

4. The customer shall not use Mining Services for unlawful, sanctions-violating or fraudulent purposes.

5. Where the customer owns the hardware, it shall accurately provide the agreed ownership and value information as well as relevant technical data.

B13 Mining-Specific Liability

1. General liability is governed by Part A. This section supplements it with mining-specific risks.

2. BTC is not liable for movements in the Bitcoin price, Difficulty, network hashrate, halving, Block Reward, pool variance or general mining profitability.

3. BTC is not automatically liable for outages of a mining pool, data center or technical service provider operated independently of the customer or BTC; BTC's own duties relating to selection, coordination, information or otherwise remain unaffected.

4. For direct physical damage to customer-owned mining hardware attributable to BTC, liability for ordinary negligence is, to the extent legally permissible, limited to reasonable repair costs or the objective current value, but in no event more than the hardware value agreed or declared in the Individual Contract.

5. Claims for lost mining proceeds or other consequential loss are governed by the general liability provisions of Part A and, in cases of ordinary negligence, are compensable only to the extent provided there.

6. Mandatory statutory liability and liability for intent or gross negligence remain unaffected.

B14 Technical Wind-Down and Hardware After Termination

1. Following termination, pool allocation, customer wallet settings, technical access rights and other ongoing mining configurations shall be terminated or transferred to the agreed extent.

2. Where customer-owned hardware is located at the premises of an independent operator, removal, storage, shipment, collection or continued use shall be coordinated with the operator and in accordance with the Individual Contract.

3. Costs of removal, packaging, transport, storage, customs or other exit measures shall be borne by the party designated for this purpose in the Individual Contract.

4. BTC may not unilaterally realize or retain hardware unless there is a valid contractual and statutory basis for doing so.

5. Customer data and technical documentation shall be handled in accordance with the agreed data-protection and retention rules.

6. Once the agreed exit measures have been completed, BTC has no further monitoring or coordination obligation unless a new engagement exists.

B15 Order of Precedence, Third-Party Terms and Final Provisions

1. Mining Services are governed jointly by the Individual Contract, Part B and Part A.

2. Individually negotiated agreements and express technical specifications take precedence over Part B; Part B takes precedence over Part A.

3. Terms of operators, data centers, pools, manufacturers or other third parties do not become part of the contract between BTC and the customer merely because the respective third party is involved.

4. Where the customer enters directly into a contract with a third-party provider, that provider's terms may apply to that third-party relationship.

5. Mandatory law at the location of the hardware, in particular property, security and insolvency law, remains unaffected.

6. Part B applies exclusively to B2B contracts.

Part C – International Trade / Import & Export

C1 Scope and Classification of Trading Services

1. This Part C applies in addition to Part A to contracts under which BTC buys, sells, delivers, procures, imports, exports or otherwise provides services in connection with domestic or international trade in goods.

2. The nature and scope of the service owed by BTC are determined by the Individual Contract. BTC may act in particular as seller, buyer, procurement service provider, intermediary or other service provider.

3. BTC's mere involvement in the initiation, organization, coordination or handling of a trading transaction does not, by itself, make BTC the seller or buyer or oblige BTC to take title to the goods.

4. Where BTC acts solely as intermediary or service provider, the purchase or supply contract for the goods is generally concluded directly between the parties identified in the Individual Contract. In that case BTC is not liable for proper performance of the obligations of a seller, buyer or other third party unless BTC has expressly assumed an obligation of its own.

5. Where BTC itself is seller or buyer, the applicable sales-law provisions and, where applicable, the CISG apply additionally.

6. Customary delivery clauses, in particular Incoterms® rules, apply only where expressly agreed in the Individual Contract. The rule, version and named place or point should be identified unambiguously.

7. Mandatory foreign-trade, customs, import, export, sanctions and other trade-law provisions remain unaffected.

C2 Subject Matter of Contract, Description of Goods and Specifications

1. The subject matter, type, quantity and quality of the goods are determined by the Individual Contract and the expressly incorporated specifications.

2. Technical and qualitative characteristics such as type, model, manufacturer, material, dimensions, performance, variety, quality grade, caliber, origin, year of production, condition or type of packaging are binding to the extent expressly agreed.

3. Illustrations, catalogues, data sheets and samples generally serve descriptive purposes and create a binding quality agreement only to the extent expressly agreed or clearly resulting from the contract.

4. For used goods and machinery, age- and use-related wear and tear is in conformity with the contract insofar as it corresponds to the agreed condition. Expressly warranted characteristics remain unaffected.

5. For natural products, agricultural products and raw materials, customary natural variations are permissible unless tighter tolerances have been agreed and provided that the quality grade or usability is not materially impaired.

6. Quantity, weight or dimensional tolerances apply only to the extent agreed, customary in the industry or technically unavoidable.

7. Drawings, specifications, trademarks, markings or other requirements stipulated by one contracting party become part of the contract only if expressly accepted. The party stipulating them bears responsibility for their legal permissibility unless BTC has assumed a corresponding duty of review.

8. Material changes to specifications already agreed require the parties' consent; effects on price, delivery time and other contract terms shall be appropriately taken into account.

C3 Prices, Currency, Taxes and Trade-Related Ancillary Costs

1. Prices are set out in the Individual Contract. Unless otherwise agreed, the price includes only those costs that BTC must bear under the contract or an agreed delivery clause.

2. Contract currency, payment and currency conversion are additionally governed by Part A.

3. VAT, import VAT, customs duties, excise duties and other public charges shall be borne in accordance with the Individual Contract, the agreed delivery clause and the applicable law.

4. To the extent not included in the price, freight, packaging, loading, insurance, storage, customs-clearance, certificate, inspection and documentation costs may in particular be charged separately.

5. An agreed Incoterms® clause governs only the delivery, cost, organizational and risk-allocation matters covered by that clause and does not automatically determine transfer of title, payment terms, governing law or liability consequences.

6. If BTC advances costs that are to be borne by the other party under the contract, such costs shall be reimbursed against a traceable statement.

7. Under fixed-price arrangements, ordinary cost increases are generally borne by the party to whom that risk is contractually allocated. There is no automatic price adjustment without an express basis.

C4 Delivery, Delivery Dates, Transport and Partial Deliveries

1. Place and method of delivery and, where applicable, Incoterms® are set out in the Individual Contract.

2. Delivery periods and dates are binding only where expressly agreed as binding or where their binding nature clearly follows from the circumstances.

3. A delivery period begins only once the contract, required information, cooperation, documents and any agreed advance payments or security are in place.

4. BTC may use suitable carriers, freight forwarders, warehouse operators, customs agents and other third parties.

5. Mere organization of transport does not make BTC the carrier. BTC's own delivery, organization, selection and information duties remain unaffected.

6. Where BTC has used a third party to perform an obligation of its own, that third party's breach does not by itself release BTC from liability; attribution and exemption are governed by the applicable law, including, where applicable, Article 79 CISG.

7. Extraordinary external impediments to performance are dealt with in accordance with Part A and the applicable law; affected periods shall, to the extent legally permissible, be extended by the actual duration of the impediment plus a reasonable restart period.

8. Partial deliveries are permitted where reasonable and where they do not cause disproportionate disadvantages.

9. Missing cooperation by the receiving party may result in reasonable storage at that party's cost to the extent that party is responsible for the delay.

10. Transfer of risk is governed by the Individual Contract and agreed Incoterms®. Under C-terms, the destination may differ from the place where risk passes.

11. Transfer of title, transfer of risk and payment are legally separate matters.

C5 Transfer of Title, Retention of Title and Security Rights

1. Transfer of title and transfer of risk are independent of each other. Transfer of title is governed by the Individual Contract and the property law applicable in each case.

2. To the extent legally permissible, BTC as seller retains title to the respective goods until full payment of the purchase price owed for those goods, including ancillary claims directly relating to that purchase price.

3. A retention-of-title arrangement has proprietary effect only to the extent it is validly created and enforceable against third parties under the law applicable to the goods.

4. A choice of Georgian contract law does not automatically determine all proprietary issues. Mandatory rules of the state where the goods are situated may govern title, security rights, processing, attachment, seizure or insolvency.

5. While a valid retention of title exists, the goods shall be handled with due care and BTC shall be informed of third-party interference.

6. Under these General Terms and Conditions, BTC does not automatically claim an extended or expanded retention of title, co-ownership in processed products or assignment of resale receivables unless separately and validly agreed.

7. Surrender, realization and other security measures are governed by mandatory law; BTC is not entitled to unlawful self-help.

8. Special security, such as bank guarantees, letters of credit or pledges, shall be agreed separately in the Individual Contract.

C6 Inspection of Goods, Acceptance, Notice of Defects and Complaints

1. The buyer shall inspect the goods, or have them inspected, within a period reasonable in light of their nature and the circumstances.

2. To the extent reasonable, the inspection shall in particular cover identity, quantity, externally visible damage, agreed quality and documents.

3. Patent defects or defects discoverable upon proper inspection shall be notified within a reasonable time after discovery or after the time at which they ought to have been discovered.

4. Latent defects shall be notified within a reasonable time after discovery.

5. The notice of defect should identify the order, the affected goods, the nature of the deviation and suitable evidence, such as photographs, measurements or damage reports.

6. In the case of transport damage, reservations against the carrier shall, where reasonable, be made and evidence secured. Failure to do so does not automatically result in loss of all claims against BTC, but may be taken into account in relation to proof and the extent of loss.

7. Complained-of goods shall, where reasonable, be preserved and BTC shall be given an opportunity to inspect them or secure evidence.

8. For used goods, natural products and goods subject to agreed inspection or acceptance procedures, the Individual Contract and agreed tolerances determine the condition conforming to contract.

9. Where formal acceptance has been expressly agreed, the procedure and legal consequences are governed by the Individual Contract.

10. Defects fraudulently or intentionally concealed are not impermissibly privileged by inspection or notice provisions.

C7 Rights in Respect of Defects, Cure and Legal Consequences

1. Where BTC itself is the seller, rights in respect of defects are governed by the Individual Contract, these General Terms and Conditions and the applicable law.

2. Where BTC acts solely as intermediary or procurement service provider and the purchase contract is concluded directly with a third party, BTC assumes no seller's warranty unless expressly agreed otherwise.

3. In the case of a remediable defect, BTC shall generally be given an opportunity to cure it to the extent legally permissible and reasonable.

4. Cure may be effected by repair, supplementary delivery, replacement of defective components or replacement delivery.

5. BTC may refuse a particular form of cure if it is impossible or manifestly disproportionate to the defect and the applicable law permits such refusal.

6. If cure fails, is impossible or unreasonable, remedies may include in particular reduction of price, termination in respect of the affected part of the performance, and damages in accordance with the applicable law.

7. Minor deviations generally do not entitle the buyer to terminate the entire contract.

8. Normal wear and tear of used goods corresponding to the agreed condition does not constitute a defect.

9. Third-party guarantees become guarantees of BTC only if expressly assumed by BTC.

10. Damage occurring after transfer of risk due to improper storage, operation, installation, alteration or ordinary wear and tear does not give rise to defect claims against BTC insofar as BTC's original sphere of responsibility was not causative.

C8 Packaging, Marking, Trade Documents and Evidence

1. Packaging is governed by the Individual Contract, the goods, the transport route and applicable statutory requirements.

2. In the absence of a special agreement, packaging appropriate for the agreed transport and ordinary handling is owed.

3. Special packaging and special markings must be agreed unless required by mandatory law.

4. Required trade and transport documents may include, in particular, invoice, packing list, consignment note, proof of origin, customs documents, conformity, quality, health or insurance documents.

5. BTC owes only those documents that fall within its sphere of responsibility under the Individual Contract, the delivery clause or mandatory law.

6. The buyer, importer, end user or other participants shall themselves obtain the permits and evidence required within their respective spheres of responsibility.

7. BTC does not guarantee that a certificate issued by an authority or independent body will be granted where BTC has only undertaken proper application for or coordination of that certificate.

8. Manufacturer or supplier certificates do not become BTC's own guarantees merely because BTC passes them on.

9. Special requirements relating to originals, apostilles, legalization or certified translations shall be specified in the Individual Contract.

C9 Customs, Import/Export, Permits and Regulatory Responsibility

1. Each party is responsible for compliance with customs, import, export, transit, foreign-trade, sanctions and other public-law rules falling within its sphere of responsibility.

2. Roles as seller, buyer, exporter, importer, customs declarant, consignor/exporter, consignee or end user are determined by the actual business model, the Individual Contract and mandatory law.

3. BTC's mere intermediation, organization or document assistance does not automatically make BTC the importer, exporter, customs declarant or customs debtor.

4. BTC may request reasonable evidence concerning the goods, buyer, UBO, end user, destination country, end use, permits and customs information.

5. Where there are specific doubts as to lawfulness, BTC may suspend processing until sufficient clarification is available.

6. No party may require false descriptions of goods, customs values, statements of origin, consignee details or circumvention structures.

7. Customs classification, origin, preference and customs value are governed by applicable law; non-binding assessments by BTC become binding commitments only if expressly assumed.

8. Internal allocation of customs duties and charges does not automatically alter public-law liability vis-à-vis authorities.

9. In the event of detention, seizure or rejection by authorities, the parties shall cooperate in the clarification to a reasonable extent.

C10 Transport Insurance, Transport Damage and Claims Handling

1. BTC is obliged to procure transport insurance only where this is provided for in the Individual Contract, an agreed Incoterms® clause or mandatory law.

2. Scope of cover, insured value, risks and deductibles are governed by the relevant agreement and the insurance terms.

3. Taking out transport insurance does not alter the contractual transfer of risk.

4. In the event of loss or damage, reasonable measures to preserve evidence and mitigate loss shall be taken without undue delay.

5. Such measures may include photographs, reservations in transport documents, preservation of damaged packaging and timely notifications to carriers or insurers.

6. The parties shall support each other to a reasonable extent in asserting claims against carriers, insurers and other responsible third parties.

7. BTC's handling of a damage notification does not constitute an admission of BTC's own liability.

8. Payments by insurers or third parties shall be taken into account in calculating damages in accordance with the applicable law; double recovery is excluded.

C11 Payment Procedures, Advance Payment, Letters of Credit and Documentary Collection

1. Payment method, currency, due date and security are set out in the Individual Contract. Part A applies additionally.

2. Contract currency, invoice currency and payment currency must be distinguished. If a foreign-currency claim must be discharged in GEL and no specific permissible conversion rule has been agreed, the exchange rate applicable under the governing law, generally as of the actual payment date, shall be used.

3. Agreed payment methods may include, in particular, advance payment, bank transfer, documentary collection, documentary letter of credit, bank guarantee or another legally permissible fiat payment method.

4. A payment is generally deemed made only when credited to the account designated by BTC.

5. Bank, correspondent-bank, compliance or sanctions checks do not automatically cause payment to be deemed made at an earlier time.

6. For letters of credit, amount, currency, bank, documents, deadlines and costs must be specified clearly. UCP 600 apply only where the letter of credit expressly incorporates them.

7. Under a documentary letter of credit, banks generally examine documents and not the actual goods. The letter of credit is separate from the underlying purchase contract.

8. For documentary collections, URC 522 apply only if expressly incorporated. D/P and D/A do not constitute a payment guarantee by the banks involved.

9. Bank guarantees may expressly be made subject to URDG 758.

10. Virtual assets, including Bitcoin and stablecoins, are not an agreed direct form of payment for goods or services supplied by BTC to the extent their acceptance is prohibited under Georgian law.

11. VASP or other lawful conversion routes remain permissible where BTC receives exclusively the fiat amount owed. Until full fiat credit, the user of that payment route generally bears the exchange-rate, spread, network and conversion risk.

12. If an agreed payment instrument cannot be used for legal or regulatory reasons, the parties shall agree on a legally permissible alternative fiat settlement method.

C12 Failure to Take Delivery, Delay in Acceptance, Storage and Resale

1. The buyer shall take delivery of the goods at the agreed time and place and perform the acts required for such delivery.

2. If acceptance fails for a reason attributable to the buyer, BTC may take reasonable measures to preserve and secure the goods and may in particular arrange for storage.

3. Reasonable additional storage, handling, transport, insurance and documentation costs shall be borne by the buyer responsible.

4. BTC shall act in a commercially reasonable manner and avoid avoidable additional costs.

5. Where appropriate, the buyer shall be given an opportunity to take delivery within an additional period.

6. After expiry of a reasonable additional period without success, or in the case of perishable goods, further statutory rights, including resale, may be exercised in accordance with the applicable law.

7. Any permissible net proceeds of realization shall be credited against existing claims; double satisfaction is excluded.

8. Where the CISG applies, in particular Articles 85 to 88 remain applicable unless validly modified.

C13 Termination, Cancellation and Consequences of Termination

1. A validly concluded trading contract may not be cancelled unilaterally merely because economic interests have changed unless there is a statutory or contractual right to do so.

2. Voluntary cancellation requires the consent of the other party unless a cancellation right has been agreed.

3. In the event of cancellation by mutual agreement, procurement, production, packaging, transport, bank and other directly project-related costs already incurred and no longer avoidable may be taken into account.

4. A flat cancellation fee applies only if expressly agreed.

5. In the event of breach, any required additional periods for performance shall be granted where the applicable law or the circumstances so require.

6. Termination should be limited to the affected part of the performance where that part is severable and the remainder of the contract can sensibly continue.

7. Payment, damages, confidentiality, ownership, security and dispute-resolution rights that have already arisen generally remain in effect.

8. Advance payments do not automatically lapse but shall be credited against existing claims as part of the reversal and settlement.

9. Where the CISG applies, its requirements and legal consequences for avoidance of the contract remain applicable.

C14 Trade-Specific Liability and Mitigation of Loss

1. General liability is governed by Part A; C14 supplements it only with trade-specific matters.

2. BTC is liable only for obligations it has itself assumed and for breaches attributable to it. Where BTC has its own obligations as seller, it cannot rely solely on an error by an upstream supplier to avoid liability.

3. Where BTC is merely intermediary or coordinator of a third-party contract, BTC is not automatically liable for performance of that contract; BTC's own duties relating to selection, information or coordination remain unaffected.

4. Compensable loss must be demonstrable and attributable to the breach. Purely hypothetical loss is not compensable.

5. To the extent provided by applicable law, foreseeability, contributory causation and mitigation of loss shall be taken into account.

6. Loss of profit is compensable only within the framework of Part A and mandatory law and must be demonstrated with sufficient specificity.

7. The parties shall, to a reasonable extent, preserve recourse and insurance claims against responsible third parties.

8. Exceptionally high special loss exposure shall be disclosed to BTC before conclusion of the contract insofar as it is not apparent from the purpose of the contract.

9. Contractual penalties or liquidated-damages provisions apply only if expressly agreed.

C15 Order of Precedence, Third-Party Terms and Final Provisions for Trading Transactions

1. Trading transactions are governed jointly by the Individual Contract, Part C and Part A.

2. Individually negotiated agreements and special specifications take precedence over Part C; Part C takes precedence over Part A.

3. Agreed Incoterms® take precedence with respect to the delivery, cost, organizational and risk-allocation matters governed by them.

4. Deviating standard terms of the Contracting Partner apply only with BTC's express consent or insofar as the applicable law provides for their incorporation.

5. Third-party terms generally apply only within the respective third-party contractual relationship and do not automatically alter BTC's own obligations.

6. The CISG is not excluded generally. A full or partial exclusion for a specific contract should be agreed unambiguously.

7. Mandatory customs, sanctions, export-control, product, transport, tax and property-law rules remain unaffected.

8. Trade usages and practices established between the parties apply to the extent provided by applicable law.

9. Cooperation does not create any automatic authority to represent, group relationship or corporate relationship.

10. Part C applies exclusively to B2B transactions.

Part D – Business Services

D1 Scope and Classification of Business Services

1. This Part D applies in addition to Part A to commercial, administrative, organizational, coordination, project-related, advisory and other business-related services provided by BTC ("Business Services").

2. Business Services may include, in particular, handling inquiries, preparing offers, procurement and sales support, research, documentation, project management, operational project control, and the full or partial active execution of defined projects or business processes.

3. The nature, scope and limits of the services are set out in the Individual Contract.

4. The mere initiation, preparation, coordination or operational handling of a transaction does not, by itself, create authority to represent and does not automatically make BTC the contractual partner of the end customer.

5. BTC does not provide legal, tax, audit, investment or other specially regulated professional advice unless BTC is legally authorized and expressly engaged to do so.

6. A specific economic result, conclusion of a contract, turnover, profit or approval outcome is owed only where expressly agreed as a result to be achieved.

7. Part C and Part B apply additionally to goods-related or mining-specific components of the services, respectively.

D2 Scope of Services, Order Processing, Changes to Services and Use of Third Parties

1. Business Services may comprise individual work steps, a connected business process or the active operational execution of a project.

2. BTC may in particular record inquiries, obtain information, prepare calculations, prepare offers, implement measures, coordinate participants and follow up matters through to the agreed completion.

3. The work steps assumed by BTC are determined exclusively by the Individual Contract.

4. BTC may communicate directly with customers, prospects, suppliers, carriers, freight forwarders and other participants insofar as this is included in the engagement.

5. Without express authority to represent, BTC may not, in the name of the Contracting Partner, conclude contracts, issue or accept legally binding offers, finally agree material contract terms, acknowledge claims or terminate contracts.

6. Offers and contract documents prepared by BTC are generally intended for review and approval by the Contracting Partner unless otherwise agreed.

7. The Contracting Partner remains the contractual partner of its own customers and suppliers where the relevant contract is concluded between those persons.

8. BTC's operational decision-making or action authority must be sufficiently defined by the Individual Contract, work instructions, approval limits or powers of attorney.

9. Additional services and change requests shall be appropriately taken into account with respect to remuneration, effort and deadlines.

10. BTC may use employees, assistants, specialists and subcontractors unless a personal performance obligation or mandatory law provides otherwise.

11. Where a mandate or comparable task is validly delegated to third parties, the special statutory rules on attribution under the applicable law shall apply.

D3 Cooperation Duties, Information, Approvals and Decision Deadlines

1. The Contracting Partner shall provide BTC in due time with all information, instructions, price lists, calculation parameters, capacity and scheduling information, contacts and decisions required for performance.

2. BTC may rely on information provided unless there are obvious errors or specific doubts.

3. Material changes to relevant parameters shall be communicated to BTC without undue delay.

4. Required approvals, in particular relating to prices, offers, special conditions, engagement of third parties, risks and contract changes, must be given in a traceable manner.

5. Silence does not constitute approval unless expressly agreed otherwise for a clearly defined process.

6. For recurring processes, approval limits, price and margin corridors and general decision-making authority may be agreed.

7. If a limit is exceeded, a new approval must generally be obtained.

8. Missing or late cooperation shall result in a reasonable extension of affected performance periods and may cause additional effort.

9. BTC may suspend a matter where information or approval required for proper continuation is missing.

10. In a genuine emergency, BTC may take only such provisional measures within the agreed authority as are reasonably necessary to avert an imminent and substantial loss.

D4 Remuneration, Billing and Additional Effort for Business Services

1. Remuneration is set out in the Individual Contract and may take the form of a fixed fee, retainer, time-based fee, per-matter fee, success fee or a combination thereof.

2. A flat fee covers only the agreed scope of services and, without an express provision, does not create an unlimited performance obligation.

3. Under time-based remuneration, the necessary and reasonable effort is billed at the agreed rates.

4. For success-based remuneration, the calculation basis, triggering event, percentage or amount and correction mechanisms must be sufficiently defined.

5. A success fee does not, by itself, create a partnership, joint venture, employment relationship or general commercial agency relationship.

6. Cost estimates constitute binding price caps only where expressly agreed.

7. Additional requirements, changed instructions or additional processing rounds may be remunerated separately.

8. External costs are reimbursable where agreed, approved, or necessary for proper performance and prior approval was not reasonably possible.

9. BTC's remuneration claims are fiat-money claims. Direct payment in Bitcoin, stablecoins or other virtual assets is not contemplated to the extent such payment is impermissible under Georgian law.

10. Lawful VASP conversion with fiat payout to BTC remains permissible.

D5 Performance Dates, Processing Times, Prioritization and Service Levels

1. Performance dates, processing times and priorities are set out in the Individual Contract.

2. Time indications are binding only where expressly agreed as binding; otherwise they are target or planning values.

3. Periods begin only when all required information, access rights, powers of attorney and approvals are in place.

4. Priority classes, response times and escalations may be defined through service levels.

5. Marking a matter as "urgent" or "ASAP" does not create a guaranteed special deadline without confirmation.

6. Without express agreement, BTC does not owe 24/7 availability.

7. Service credits, contractual penalties or flat consequences for SLA shortfalls apply only if expressly agreed.

8. BTC's processing times generally relate only to BTC's own portion of the performance where third-party services or external decisions are required.

9. Missing cooperation by the Contracting Partner and changes to the engagement lead to reasonable adjustments of processing time.

D6 Work Products, Offers, Calculations and Documentation

1. Work products may include calculations, draft offers, offers, reports, project documents, draft correspondence, tables and other commercial documents.

2. Work products intended for internal review or approval do not generally constitute legally binding declarations to third parties.

3. Where a document is intended to be used directly as a legally binding offer or other declaration of the Contracting Partner, such use must be covered by the scope of services and, where applicable, by authority to represent.

4. An offer should identify the provider, the applicable services and prices, the material assumptions on which it is based, and its period of validity.

5. Calculations are based on information, prices, freight rates, exchange rates, capacities and other parameters available at the relevant time.

6. Provisional or estimated values should be identified as such where this is material to their use.

7. If material underlying assumptions change, an update or recalculation may be required.

8. The latest approved version or the version expressly designated as authoritative generally prevails.

9. Subsequent changes by the Contracting Partner or third parties are not the responsibility of BTC unless BTC made or approved them.

10. BTC may maintain reasonable working and project documentation. BTC is required to hand over all internal notes and interim versions only where this has been agreed or is required by law.

D7 Communication with Customers and Third Parties, External Appearance and Representation

1. BTC may, to the agreed extent, communicate directly with customers, prospects, suppliers, authorities and other third parties.

2. The parties should determine whether BTC acts in its own name, recognizably on behalf of the Contracting Partner, or in the Contracting Partner's name under express authority.

3. Use of the Contracting Partner's email address, domain, signature, logo, letterhead or systems does not, by itself, create broader authority to represent.

4. Offers and other potentially binding documents should clearly identify which company is the provider or contractual partner of the third party.

5. Receiving inquiries, processing them, preparing calculations, preparing offers or transmitting an approved offer does not automatically make BTC the contractual partner of the third party.

6. Without authority, BTC may not conclude contracts, acknowledge liability, waive claims, assume guarantees or bindingly grant material special terms.

7. If there is doubt as to the extent of authority, BTC may request express approval.

8. Changes to or revocation of authority shall be communicated to BTC without undue delay; where necessary, affected third parties shall be informed.

9. Access credentials and system permissions may be used only within the rights granted and exclusively for the agreed Business Services.

D8 Engagement and Coordination of External Service Providers and Active Project Execution

1. Business Services may include the full or partial active operational planning, control, execution and support of a project or business process.

2. BTC may in particular maintain project plans, coordinate participants, follow up offers and capacities, initiate operational measures, monitor deadlines, handle deviations and support projects through to the agreed completion.

3. Operational execution must be distinguished from legal representation, BTC's own engagement of third parties and the Contracting Partner's direct engagement of third parties.

4. If the Contracting Partner engages a third party directly, the third-party contractual relationship generally exists between those parties. BTC may coordinate the third party without itself becoming a party.

5. If BTC is to engage a third party in the name of the Contracting Partner, sufficient authority and compliance with approval and budget limits are required.

6. If BTC engages a third party in its own name to perform its own obligations, the third-party contract generally exists between BTC and that third party; BTC's responsibility toward the Contracting Partner is governed by the Individual Contract and the applicable law.

7. Duties relating to selection and review of third parties are governed by the Individual Contract. A recommendation is not a guarantee of creditworthiness or future performance.

8. BTC may issue operational instructions to the extent covered by the respective contractual relationship and the powers granted.

9. Material changes to costs, risk, timing or performance require the agreed approval.

10. Project progress and material deviations shall be monitored and communicated to the agreed extent.

11. Undisclosed conflicts of interest relating to commissions, rebates or other economic benefits shall be avoided.

D9 Project Changes, Disruptions, Escalation and Change Management

1. Changes may concern the scope of services, project objectives, deadlines, priorities, budgets, resources, participants or other project parameters.

2. Material changes become part of the services owed only after completion of the agreed change and approval process.

3. To the agreed extent, BTC shall assess the effects of a Change Request on performance, schedule, costs, resources, third parties and risks.

4. Minor operational adjustments within agreed tolerances may be made as part of project control.

5. Material project disruptions shall be recorded, escalated and handled in accordance with the agreed model of responsibility.

6. BTC may suspend a part of the project where a required decision is missing and continuation without it would not be appropriate or legally defensible.

7. Budget and cost limits may be exceeded only within agreed tolerances, with approval, or under an expressly defined emergency authority.

8. Extraordinary fundamental changes in contractual circumstances shall first be assessed with a view to a reasonable adjustment of the contract; ordinary market and cost changes do not create a general unilateral right to adjust prices.

9. Material changes should be documented in a traceable manner. The latest approved project status generally prevails.

D10 Quality, Standard of Care, Error Correction and Complaints

1. BTC shall perform Business Services with the care that can reasonably be expected of a professional commercial service provider in view of the nature, scope, economic importance and complexity of the engagement.

2. A specific economic result is owed only if expressly agreed.

3. Failure to conclude a contract, changes in market prices, decisions of third parties or an economically unfavorable project outcome do not, by themselves, constitute defective performance.

4. BTC is responsible for material calculation, transmission and processing errors of its own and for culpable disregard of agreed requirements.

5. BTC may rely on information from the Contracting Partner or third parties unless there are specific doubts and no further duty of verification has been agreed.

6. Recognizable errors shall be specifically notified within a reasonable period.

7. In the case of correctable errors attributable to BTC, BTC shall generally be given a reasonable opportunity to correct them.

8. Additional changes beyond correction of the error constitute additional services.

9. Where several professionally defensible approaches exist, a defensible decision is not erroneous merely because another alternative later proves more favorable.

10. Where BTC uses a third party to perform a component of the services, attribution and responsibility are governed by the actual legal classification and the applicable law; special rules for permissible delegation of a mandate remain unaffected.

D11 Confidentiality, Data, Systems and Information Security in Business Services

1. Part A remains the general basis; D11 supplements it for operational Business Services.

2. BTC may use customer, supplier, price, calculation, communication, project and system data solely for the agreed engagement, statutory obligations or the protection of legitimate legal interests of its own.

3. Confidential information may not be used for BTC's own acquisition or competitive purposes unrelated to the engagement.

4. System access may be used only within the permissions granted. BTC may not circumvent technical access restrictions.

5. Access credentials shall be protected against unauthorized knowledge and made available only to authorized persons.

6. Data-protection roles are determined by the actual processing. Where BTC acts as processor, the legally required separate data-processing agreement shall be concluded.

7. International data transfers, in particular from the EEA to Georgia, require the legal basis and additional safeguards applicable in each case.

8. Further processors may be used only to the extent permitted by law and agreed.

9. BTC shall implement appropriate technical and organizational security measures but, absent an express guarantee, does not owe absolutely invulnerable IT security.

10. Data-protection and security incidents shall be handled without undue delay in accordance with the respective role and notified to the extent required by law.

11. After termination, data and access rights shall be returned, blocked or deleted in accordance with D14, Part A and the specific data-protection agreements, unless there is a lawful basis for retention.

D12 Conflicts of Interest, Customer Protection and Competition Boundaries

1. BTC may generally also act for other clients and companies in the same industry.

2. A general non-compete obligation or exclusivity exists only if expressly agreed.

3. Confidential customer, supplier, price, margin and project information of a Contracting Partner may not be used to give BTC itself or another client an impermissible competitive advantage.

4. In the event of a specific material conflict of interest, BTC shall take appropriate organizational or contractual measures or, where necessary, limit the affected engagement.

5. Organizational communication with several participants does not yet constitute impermissible dual representation. Legal representation of conflicting interests requires a legally permissible basis.

6. Specific customer and project contacts obtained by BTC exclusively through an engagement may not, by using confidential information, be taken over for BTC's own account by bypassing the Contracting Partner.

7. Further post-contractual customer, supplier or competition restrictions apply only where expressly agreed and reasonably limited in scope and time.

8. Contacts that are generally known or independently developed by BTC do not become the exclusive property of the Contracting Partner merely because of the business relationship.

9. Commissions or economic benefits from third parties that may give rise to a material conflict of interest shall be handled in accordance with the Individual Contract and the applicable law.

D13 Business-Service-Specific Liability and Allocation of Responsibility

1. General liability is governed by Part A; D13 supplements it for typical Business Service risks.

2. BTC is not liable merely because an offer is rejected, a transaction is not concluded, a third party changes its decision or a desired economic result does not materialize.

3. BTC is liable in accordance with Part A for its own material calculation, processing, deadline, representation or other breaches of duty.

4. Errors caused exclusively by incorrect information of the Contracting Partner or third parties that BTC was entitled to use are not attributable to BTC where no recognizable duty to verify or warn existed.

5. For binding deadlines and service levels, BTC is liable only to the extent of the responsibility assumed; delays by third parties or delays caused by missing cooperation shall be taken into account accordingly.

6. In active project execution, responsibility is determined by the specific project-management, control, coordination and implementation obligations assumed, not solely by the overall economic outcome.

7. Where a decision is reserved to the Contracting Partner and BTC has properly provided the decision-making basis owed, BTC does not automatically bear the consequences of that decision.

8. Where BTC engages or uses a third party to perform a task, attribution and the scope of liability are governed by the Individual Contract, the actual contract type and the applicable law. Special rules for permissible delegation of a mandate remain unaffected.

9. External lawyers, tax advisers, auditors or other specialists acting under their own professional responsibility remain responsible for their professional services; BTC's own selection and coordination duties remain unaffected.

10. Foreseeability, contributory responsibility and mitigation of loss shall be taken into account in accordance with Part A and the applicable law.

11. Exceptionally high potential losses not apparent from the engagement shall be disclosed to BTC before conclusion of the contract.

12. Contractual penalties, service credits or special liability caps apply only if expressly agreed.

D14 Term, Termination, Handover and Exit for Business Services

1. Term, commencement, minimum term, extension and ordinary termination are governed by the Individual Contract, subject to mandatory rights arising from the contract type actually applicable.

2. Mandatory or non-waivable termination rights, in particular in the case of a mandate, contract for work or other contract type regulated by law, remain unaffected.

3. Project-related individual engagements generally end upon complete performance and the agreed handover unless validly terminated earlier.

4. Upon termination of a framework agreement, it shall be determined whether projects already commenced are to be completed, continued to a milestone, handed over or stopped immediately.

5. The right to terminate for good cause remains unaffected. In the case of remediable breaches, a reasonable period to cure should generally first be granted unless immediate termination is justified.

6. In the case of active project execution, an orderly handover should be enabled to the extent legally and practically reasonable.

7. An exit phase may include status summaries, handover of ongoing matters, outstanding deadlines, communications, third-party engagements and coordination with a successor.

8. Extensive exit services after regular contract termination are owed without additional remuneration only where expressly agreed or required by law.

9. Powers of attorney, decision-making authority and system access shall be adjusted or terminated upon contract termination.

10. Services properly performed up to termination, costs incurred and success fees remain billable in accordance with the Individual Contract and the applicable law. Advance payments do not automatically lapse.

11. After completion of the agreed or legally required handover, BTC has no further monitoring obligation unless a new engagement exists.

D15 Order of Precedence, Classification of Contract Types and Final Provisions for Business Services

1. Business Services are governed jointly by the Individual Contract, Part D and Part A. Part C and Part B apply additionally to goods-related or mining-specific components, respectively.

2. Individually negotiated agreements, project agreements, service descriptions, service levels, work instructions, powers of attorney and approval rules take precedence over the general terms to the extent validly agreed.

3. The labels "Business Services", "project management", "project execution", "coordination" or "advice" do not alone determine the legal classification. The actual content of the services, result or activity obligations, independence and authority to represent are decisive.

4. Business Services may contain elements of different contract types. For mixed contracts, the statutory rules closest to the respective service component or overall performance shall be applied.

5. Active project execution does not automatically make BTC a seller, buyer, carrier, freight forwarder, general contractor, commercial agent, broker or other specially regulated service provider; such status may nevertheless arise where the actual legal requirements are met.

6. BTC generally acts as an independent contracting party. No employment relationship, partnership, joint venture, group relationship or general commercial agency is created without an express agreement.

7. Third-party standard terms apply only with BTC's express consent or insofar as the applicable law provides for their incorporation.

8. Operational project and work instructions may not unilaterally alter the material content of the contract unless a corresponding authority to amend exists.

9. Activities subject to licensing or professional regulation are provided only to the extent legally permissible.

10. Mandatory law, in particular on representation, data protection, trade secrets, competition, liability, taxes and payment transactions, remains unaffected.

11. Cooperation with one company does not create automatic obligations or authority to represent vis-à-vis affiliated companies, customers or other third parties.

12. Part D applies exclusively to B2B contracts.

BTC Mining Invest LLC · Version 1.0 – Status 29.09.2026