SBC Lab AG – Blockchain Applied (BCA)
Version: 1.0 Effective Date: 2026-05-24
Preamble
These Terms of Service (the “Terms”) govern the access to and use of the Service operated by SBC Lab AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland with its registered office at Winkel, Switzerland (the “Provider”, “we”, “us” or “our”), under the brand “BCA – Blockchain Applied” (the “Service”). “BCA” and “Blockchain Applied” refer to the Service and not to a separate legal entity.
By creating an account, signing an Order Form, ticking the acceptance box, or otherwise accessing or using the Service, the natural or legal person doing so (the “Customer”, “you” or “your”) accepts these Terms and any applicable Order Form. The person accepting these Terms represents and warrants that he or she has authority to bind the Customer and, where the Customer is a legal entity, his or her employer, principal or other entity on whose behalf the Service is accessed.
If the Customer has executed a separate written master agreement or cover page with the Provider that is in force and that expressly governs the use of the Service, that agreement prevails over these Terms to the extent of any conflict.
These Terms are intended for use with business customers (B2B). Where the Service is used by a natural person acting outside any commercial or professional activity (a “Consumer” within the meaning of Directive 2011/83/EU or Article 32 of the Swiss Federal Act against Unfair Competition (UWG)), the special provisions in Section 24 (Information for Consumers) apply additionally.
1. Definitions and Interpretation
1.1 In these Terms, capitalised terms have the meaning given to them where they are first defined or as set out below; other capitalised terms used in any Order Form or in the Data Processing Agreement have the meaning given there:
"Affiliate" means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means ownership of more than 50 % of the voting rights or similar interests.
"Acceptable Use Policy" means the rules of acceptable use set out in Section 7 of these Terms, as updated from time to time.
"Agreement" means these Terms together with each accepted Order Form and the Data Processing Agreement (DPA), forming a single legally binding contract between the Provider and the Customer.
"Authorised User" means any natural person who is an employee, contractor or agent of the Customer or of an Affiliate of the Customer and who is authorised by the Customer to access the Service using credentials provided to or by the Customer.
"Confidential Information" means any non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential or that, given its nature or the circumstances of disclosure, a reasonable person would understand to be confidential, including the terms of this Agreement, technical, financial, business and personal data.
"Customer Data" means all data, content and information that the Customer or its Authorised Users submit to, store in or transmit through the Service, including account, configuration and query data, but excluding On-Chain Data and Aggregated Data.
"Documentation" means the technical documentation, user guides, API references and policies relating to the Service made available by the Provider through its website at https://www.blockchain-applied.com/ or otherwise.
"DPA" means the Data Processing Agreement of the Provider available at https://www.blockchain-applied.com/dpa, which forms an integral part of this Agreement.
"Effective Date" means the date on which the Customer first accepts these Terms, executes an Order Form, or otherwise begins to use the Service – whichever is earlier.
"Fees" means the fees payable by the Customer for the Service as set out in the Order Form, on the Provider’s pricing page (https://www.blockchain-applied.com/products/) or otherwise agreed in writing.
"GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as amended.
"FADP" means the Swiss Federal Act on Data Protection of 25 September 2020 (SR 235.1, in force as of 1 September 2023, the so-called revDSG), together with the Federal Ordinance on Data Protection (DSV).
"Order Form" means any ordering document, online checkout, or written or electronic confirmation pursuant to which the Customer subscribes to the Service, including any tier or plan selection on the Provider’s website.
"On-Chain Data" means data publicly recorded on or derivable from the Cardano, Bitcoin or other supported public blockchains and indexed by the Provider as part of the Service.
"Aggregated Data" means data derived by the Provider from On-Chain Data, telemetry, performance metrics or, in anonymised form, from Customer Data, in each case in a form that does not identify the Customer, any Authorised User or any other natural person.
"Service" means the BCA – Blockchain Applied data services platform, including all blockchain indexing services, application programming interfaces (APIs), dashboards, analytics tools and related Documentation made available by the Provider, as further described in the Order Form and on the Provider’s website.
"Subscription Period" means the term selected by the Customer in the Order Form, ranging from one (1) to twelve (12) months, beginning on the Activation Date as defined in Section 5.2.
"Taxes" means all sales, use, excise, withholding, value added (Swiss MWST or EU VAT), stamp, customs, import or other taxes, duties or governmental charges (and any related interest or penalties) imposed in connection with the Service, excluding any taxes on the Provider’s net income.
2. The Service
2.1 Description. The Provider indexes On-Chain Data from the Cardano and Bitcoin public blockchains (and such other blockchains as the Provider may add from time to time) and makes that data available to the Customer through APIs, dashboards and other interfaces, so that the Customer is not required to operate its own indexing infrastructure. Specific functions, quotas and rate limits depend on the tier purchased (currently “Developer”, “Team” and “Enterprise”) and are set out on the Provider’s pricing page (the “Service Description”).
2.2 Public nature of On-Chain Data. The Customer acknowledges that On-Chain Data is, by definition, publicly available on the relevant blockchains. Accordingly, the Provider makes no claim of confidentiality, exclusivity or accuracy in respect of On-Chain Data beyond the standards set out in Section 12, and the Customer remains responsible for any independent verification it considers necessary.
2.3 Documentation and Updates. The Provider may update or modify the Service from time to time, including by adding, removing or modifying features, in order to improve performance, security or functionality. Material adverse changes to core functionality will be notified to the Customer in accordance with Section 19.
2.4 Beta and pre-release features. The Provider may make beta, evaluation, preview or trial features available to the Customer (“Beta Features”). Beta Features are provided “as-is”, may be discontinued at any time and are excluded from any service-level commitments, warranties or indemnities.
2.5 Professional Services. The Provider may, on request and under a separate Statement of Work (“SOW”) or order form, provide integration, custom development, data on-boarding, training and advisory services. Unless the SOW expressly provides otherwise, such professional services are subject to these Terms. Fees for professional services are agreed on a case-by-case basis.
3. Eligibility, Account and Authorised Users
3.1 Eligibility. The Customer represents that it is at least 18 years old (or, where the Customer is a legal person, that the individual accepting these Terms is so authorised) and that it is not subject to any applicable export-control, anti-money-laundering or sanctions regime (including those administered by the Swiss SECO, the EU, the United Nations, the United Kingdom or the United States Treasury Department’s OFAC) that would prohibit it from receiving the Service.
3.2 Registration. The Customer shall provide accurate, complete and up-to-date registration information and shall promptly update such information as required.
3.3 Authorised Users; account security. The Customer is responsible for (i) the use of the Service by its Authorised Users, (ii) all activity that occurs under its account or with its API credentials, (iii) maintaining the confidentiality of any credentials, and (iv) notifying the Provider without undue delay of any actual or suspected unauthorised access. The Customer shall ensure that each Authorised User complies with this Agreement.
4. Fees, Invoicing and Taxes
4.1 Fees. The Customer shall pay the Fees set out in the applicable Order Form or as displayed on the Provider’s pricing page at the time of subscription. Fees for Swiss customers are invoiced in Swiss Francs (CHF); Fees for customers established outside Switzerland are invoiced in Euro (EUR), unless agreed otherwise in writing. Annual billing entitles the Customer to the discount published on the Provider’s pricing page.
4.2 Invoicing and payment terms. Unless otherwise agreed, the Provider invoices the Customer in advance for the applicable billing cycle (monthly or annual). Each invoice is due and payable within thirty (30) days of the invoice date by bank transfer to the account designated by the Provider.
4.3 Late payment. If an invoice remains unpaid five (5) days after its due date, the Provider shall send a reminder. If full payment is not received within a further ten (10) days (the “Grace Period”), the Customer is in default (Verzug) without further notice (Section 102 para. 2 of the Swiss Code of Obligations applies analogously) and the Provider may, in addition to its other rights and remedies, (a) suspend the Service in whole or in part, and/or (b) charge default interest at the higher of 5 % per annum (Article 104(1) CO) and the applicable statutory commercial default rate, plus reasonable collection costs. Suspension does not relieve the Customer of its obligation to pay outstanding Fees for the remainder of the committed Subscription Period.
4.4 Taxes. Fees are exclusive of Taxes. The Customer is responsible for all Taxes due in connection with this Agreement, except for taxes on the Provider’s net income. Where the Provider is required to charge Swiss MWST or EU VAT, this will be stated on the invoice. For B2B supplies of services to a recipient established outside Switzerland, the Provider issues invoices net of MWST in accordance with Article 8(1) of the Swiss VAT Act (MWSTG); for B2B supplies within the EU, the reverse-charge mechanism under Article 44 of Council Directive 2006/112/EC applies where the Customer provides a valid VAT identification number. The Customer shall provide such tax identification information as the Provider reasonably requests.
4.5 Price changes. The Provider may update its pricing on at least thirty (30) days’ prior notice (including by email or in-product notification). Updated pricing applies to renewals from the start of the next Subscription Period. The Customer may terminate this Agreement with effect from the end of the then-current Subscription Period if it does not accept the new pricing.
4.6 Disputed amounts. The Customer shall raise any good-faith dispute regarding an invoice within twenty (20) days of the invoice date in writing, failing which the invoice is deemed accepted (genehmigt) without prejudice to mandatory consumer-protection rules.
5. Term, Renewal, Suspension and Termination
5.1 Term. This Agreement is entered into for the Subscription Period selected by the Customer (one to twelve months) and is automatically renewed for successive periods of the same duration unless either party gives notice of non-renewal in accordance with Section 5.4.
5.2 Activation. Access to the Service is provisioned upon receipt of full payment of the first invoice. The Subscription Period begins on the date the Provider activates the Customer’s access (the “Activation Date”).
5.3 Service continuity. The Service is made available for periods for which payment has been received in full. The Provider may suspend the Service in accordance with Section 4.3 (late payment) or Section 7 (Acceptable Use). Suspension exceeding sixty (60) consecutive days entitles the Provider to terminate this Agreement for cause.
5.4 Non-renewal notice period. Either party may give notice of non-renewal (i) at least ten (10) days before the end of the current Subscription Period for monthly subscriptions, and (ii) at least thirty (30) days before the end of the current Subscription Period for subscriptions of three (3) months or longer.
5.5 Termination for cause. Either party may terminate this Agreement with immediate effect by written notice if (a) the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice (or, for non-payment, within the Grace Period in Section 4.3), (b) the other party becomes insolvent, files or has filed against it a petition under bankruptcy, composition or similar laws which is not dismissed within sixty (60) days, or (c) continued performance would, in the reasonable opinion of the terminating party, expose it to a violation of applicable law (including sanctions, anti-money laundering or financial market regulation).
5.6 Effects of termination. Upon termination or expiry of this Agreement, (a) the Customer’s right to use the Service ends; (b) all accrued but unpaid Fees become immediately due and payable; (c) the Provider shall, for thirty (30) days following the cessation date, retain Customer Data and make it available for export by the Customer through standard tools or, where reasonably necessary, on the Customer’s request and at the Customer’s expense; and (d) thereafter the Provider shall delete Customer Data in accordance with the DPA, save where retention is required by mandatory law.
5.7 Survival. Sections 1, 4 (with respect to amounts accrued), 5.6, 8, 9, 10, 11, 13, 14, 15, 16, 17, 19, 20, 22 and 23 survive termination of this Agreement for any reason.
6. Customer Data and Inputs
6.1 Ownership. As between the parties, the Customer retains all rights, title and interest in and to Customer Data. The Customer hereby grants the Provider a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process and display Customer Data solely as necessary to provide and improve the Service in accordance with this Agreement.
6.2 Customer responsibility. The Customer is solely responsible for the accuracy, quality and legality of Customer Data, for the means by which it acquired Customer Data, and for ensuring that its submission to the Service does not infringe any third-party rights or applicable law.
6.3 Aggregated Data. The Provider may collect, generate and use Aggregated Data for the purposes of operating, securing, improving and analysing the Service, for benchmarking, and for the development of new products. The Provider undertakes that any Aggregated Data will not identify the Customer or any natural person.
7. Acceptable Use
7.1 General. The Customer shall use the Service only in accordance with this Agreement, the Documentation and applicable law.
7.2 Prohibited uses. The Customer shall not, and shall not permit any Authorised User or third party to:
(a) use the Service in violation of applicable law, including export-control, sanctions, anti-money-laundering, intellectual property or data-protection laws;
(b) submit, upload or transmit any content that is unlawful, defamatory, infringing, obscene, harassing, or that contains malicious code;
(c) attempt to gain unauthorised access to, interfere with or disrupt the Service, the Provider’s systems, networks or any other customer’s data or environment;
(d) circumvent, exceed or attempt to circumvent applicable rate limits, quotas or technical access controls;
(e) use the Service to build a competitive product or service, or to copy or replicate any of the Service’s features, user interface or architecture;
(f) reverse-engineer, decompile or disassemble the Service, except to the extent expressly permitted by mandatory law (including Article 21 of the Swiss Copyright Act);
(g) use the Service to provide investment advice, portfolio management, custodial or fiduciary services to third parties without ensuring full compliance with all applicable financial-market or crypto-asset regulation;
(h) use the Service for high-risk activities where failure could lead to death, personal injury or environmental damage; or
(i) remove, obscure or alter any proprietary or confidentiality notices on the Service.
7.3 Suspension. Without prejudice to other remedies, the Provider may suspend the Service or any Authorised User’s access without prior notice if it reasonably believes that continued access poses a security, legal or operational risk. The Provider shall notify the Customer of the suspension as soon as reasonably practicable and shall restore access promptly once the cause has been remedied.
8. Intellectual Property
8.1 Provider IP. The Service, the Documentation, the Provider’s software, APIs, dashboards, branding, and all related intellectual property rights are and remain the exclusive property of the Provider and its licensors. Except for the limited rights of use expressly granted in this Agreement, no licence is granted, expressly or by implication.
8.2 Customer licence. Subject to compliance with this Agreement and to payment of the applicable Fees, the Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Period for the Customer and its Authorised Users to access and use the Service for the Customer’s internal business purposes.
8.3 Feedback. If the Customer or any Authorised User provides feedback, comments or suggestions regarding the Service (“Feedback”), the Customer hereby grants the Provider a perpetual, irrevocable, royalty-free, worldwide right to use such Feedback for any purpose, without obligation to the Customer.
9. Confidentiality
9.1 Obligations. The Receiving Party shall (a) protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses for its own confidential information of similar importance, but in no event less than a reasonable degree of care, and (b) use the Confidential Information solely to perform its obligations or exercise its rights under this Agreement.
9.2 Exceptions. The obligations in Section 9.1 do not apply to information that (a) is or becomes generally available to the public other than through breach of this Agreement, (b) was already known to the Receiving Party without confidentiality obligation, (c) is disclosed to the Receiving Party by a third party without confidentiality obligation, or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
9.3 Compelled disclosure. If the Receiving Party is required by law or by order of a competent authority to disclose Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party reasonable advance notice and cooperate with any lawful effort to limit or contest such disclosure.
9.4 Survival. The obligations in this Section 9 continue for five (5) years after termination of this Agreement, except for trade secrets, which remain protected for as long as they qualify as such under applicable law.
10. Data Protection
10.1 Compliance. Each party shall comply with applicable data-protection laws, including the FADP and, where applicable, the GDPR and the United Kingdom General Data Protection Regulation.
10.2 DPA. To the extent the Provider processes personal data on behalf of the Customer in connection with the Service, such processing is governed by the DPA, which is incorporated into this Agreement by reference. In case of conflict between these Terms and the DPA in matters relating to data protection, the DPA prevails.
10.3 Privacy notice. Information on the Provider’s own processing activities (e.g. account management, billing, marketing) is set out in the Provider’s Privacy Notice available on its website.
11. Service Levels, Support and Security
11.1 Availability. The Provider uses commercially reasonable efforts to make the Service available 24/7, except for (a) scheduled maintenance windows announced in advance, (b) emergency maintenance, and (c) circumstances beyond the Provider’s reasonable control. Where a separate Service Level Agreement is agreed in an Order Form, that SLA applies.
11.2 Support. Standard support is provided by email at info@blockchain-applied.com (sales Inquiries) and tech@blockchain-applied.com (for technical support) during the Provider’s ordinary business hours in Switzerland (Mondays to Fridays, except Swiss public holidays). Higher levels of support may be available under the applicable tier or under a separate SOW.
11.3 Security. The Provider implements appropriate technical and organisational measures designed to protect the Service and Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to. Such measures are described in the DPA.
12. Warranties and Disclaimers
12.1 Mutual warranties. Each party warrants that (a) it is duly organised and validly existing under the laws of its jurisdiction, (b) it has full power and authority to enter into this Agreement, and (c) the execution and performance of this Agreement do not violate any other agreement to which it is a party.
12.2 Provider warranty. The Provider warrants that the Service will be provided in a professional and workmanlike manner and substantially in accordance with the Documentation. The Customer’s exclusive remedy for breach of this warranty, and the Provider’s sole obligation, is the re-performance of the affected Service or, where re-performance is not reasonably possible, a pro-rata refund of Fees paid for the period during which the Service did not conform.
12.3 No financial or investment advice. The Service provides indexed blockchain data only. It does not constitute, and shall not be relied upon as, investment, legal, tax, accounting, or other professional advice, nor as an offer or solicitation to buy, sell, hold or transact in any financial instrument, security, crypto-asset or other asset.
12.4 Disclaimer. Subject to the mandatory provisions of Swiss law and to the rights of any Consumer under Section 24, the Provider makes no other express or implied warranty, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness, or non-infringement, all of which are excluded to the maximum extent permitted by law. In particular, the Provider does not warrant that the Service will be uninterrupted or error-free, or that any On-Chain Data is accurate, complete or up-to-date.
13. Limitation of Liability
13.1 Liability cap. Subject to Section 13.3, the aggregate liability of each party arising out of or in connection with this Agreement is limited, per twelve (12) month period preceding the event giving rise to the claim, to the total amount of Fees paid or payable by the Customer to the Provider in that period.
13.2 Excluded losses. Subject to Section 13.3, neither party is liable for any indirect, consequential, incidental, special or punitive damages, including lost profits, lost revenue, lost savings, loss of goodwill or loss of business opportunities, even if advised of the possibility of such damages.
13.3 Carve-outs. Nothing in this Agreement excludes or limits a party’s liability (a) for personal injury or death caused by negligence; (b) for fraud or wilful misconduct; (c) for damages caused by gross negligence (grobe Fahrlässigkeit) or wilful intent (Vorsatz), to the extent that such limitation is prohibited by Article 100(1) of the Swiss Code of Obligations; (d) for breach of confidentiality obligations under Section 9; (e) for the Customer’s payment obligations; or (f) for any liability that cannot, by mandatory law, be limited or excluded (including under applicable consumer-protection law).
13.4 Time limit. Any claim under this Agreement must be brought within twelve (12) months from the date the claimant became aware, or with reasonable diligence ought to have become aware, of the facts giving rise to the claim, save where mandatory law provides for a longer period.
14. Indemnification
14.1 Provider indemnity. The Provider shall defend the Customer against any third-party claim alleging that the Service, when used as permitted under this Agreement, infringes a copyright, trade secret or registered intellectual-property right of a third party in Switzerland or in the European Economic Area, and shall pay any damages awarded in a final non-appealable judgment, or agreed in a settlement approved in writing by the Provider. The Provider has no obligation under this Section 14.1 to the extent the claim arises from (a) Customer Data, (b) modification of the Service by anyone other than the Provider, (c) combination of the Service with software, hardware or data not provided by the Provider, or (d) use of the Service in breach of this Agreement.
14.2 Provider remedies. If the Service is, or in the Provider’s opinion is likely to become, the subject of an infringement claim, the Provider may, at its option, (a) procure for the Customer the right to continue using the Service, (b) modify or replace the Service to make it non-infringing while preserving substantially equivalent functionality, or (c) terminate the Agreement and refund pre-paid Fees for the unused portion of the Subscription Period.
14.3 Customer indemnity. The Customer shall defend the Provider against any third-party claim arising from (a) Customer Data, (b) the Customer’s breach of Section 7 (Acceptable Use) or Section 6.2 (Customer Data responsibility), or (c) the Customer’s violation of applicable law in connection with the use of the Service, and shall pay any damages awarded in a final non-appealable judgment or agreed in a settlement approved in writing by the Customer.
14.4 Procedure. The indemnified party shall (a) promptly notify the indemnifying party of the claim, (b) give the indemnifying party sole control of the defence and settlement (provided that no settlement which imposes a non-monetary obligation on the indemnified party is concluded without its prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party’s expense.
14.5 Exclusive remedy. This Section 14 sets out the parties’ entire liability and exclusive remedy with respect to third-party intellectual-property claims.
15. Crypto-Asset, Blockchain and Regulatory Notices
15.1 Inherent blockchain risks. The Customer acknowledges that public blockchains are subject to technical, operational and economic risks, including chain reorganisations, forks, smart-contract vulnerabilities, network congestion, miner extractable value (MEV) effects, and changes to consensus rules. The Service indexes such public data; it does not control, validate, or correct the underlying blockchains.
15.2 No custody. The Provider does not provide custody, safekeeping, exchange, transfer or trading services in respect of crypto-assets, tokens, securities or other financial instruments. The Customer remains solely responsible for the safekeeping and management of any private keys, wallets or assets.
15.3 Regulatory status. The Provider is a Swiss technology company. The Service is a data infrastructure service and, as such, does not constitute (a) a “crypto-asset service” within the meaning of Article 3(1)(16) of Regulation (EU) 2023/1114 (“MiCA”), (b) a banking, securities, asset-management or financial-services activity requiring authorisation under the Swiss Financial Market Supervision Act (FINMASA), the Banking Act, the Financial Institutions Act (FinIA) or the Financial Services Act (FinSA), or (c) the operation of a DLT trading facility under Article 73a of the Swiss Financial Market Infrastructure Act (FinfraG). The Customer is responsible for assessing the regulatory implications of its own use of the Service in its jurisdiction(s).
15.4 Sanctions and AML. The Customer shall not use the Service in any way that would cause the Provider to violate Swiss, EU, UK, UN or US economic sanctions, export controls or anti-money-laundering rules. The Provider may, in its reasonable discretion, suspend or terminate the Service to comply with any such regime.
16. Force Majeure
16.1 Definition. Neither party is liable for failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, war, riot, terrorism, pandemic, government action, labour dispute, internet outage, large-scale cyber-attack, or failure of public utilities (a “Force Majeure Event”).
16.2 Notice and mitigation. The affected party shall notify the other promptly of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement by written notice without further liability, except for amounts already accrued.
17. Modifications
17.1 Changes to Terms. The Provider may amend these Terms from time to time. The Provider will notify the Customer of material changes at least thirty (30) days in advance by email or by in-product notification. Updated Terms apply automatically to renewed Subscription Periods. If the Customer does not accept a material change, the Customer may terminate this Agreement with effect from the date the change would take effect by giving written notice within the notice period; until then, the existing Terms continue to apply.
17.2 Documentation. The Provider may update the Documentation, the Service Description and the pricing page in accordance with Section 4.5 and Section 2.3.
18. Notices
18.1 Form. All notices under this Agreement must be in writing in English and may be delivered by email or by registered post. Notices by email are deemed received on the next business day in the recipient’s jurisdiction; notices by post are deemed received three (3) business days after dispatch.
18.2 Addresses. Notices to the Provider must be sent to info@blockchain-applied.com (with a copy by post to the Provider’s registered office). Notices to the Customer will be sent to the email address designated in the Customer’s account.
19. Assignment
19.1 By the Customer. The Customer may not assign or transfer this Agreement, in whole or in part, without the Provider’s prior written consent, which shall not be unreasonably withheld. Any purported assignment in breach of this Section is void.
19.2 By the Provider. The Provider may assign this Agreement, in whole or in part, to an Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of substantially all of its assets, provided that the assignee assumes all of the Provider’s obligations under this Agreement.
20. Relationship of the Parties
20.1 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship between the parties.
20.2 No third-party beneficiaries. This Agreement does not confer rights on any third party, save where mandatorily provided by law (e.g. data subjects under the GDPR/FADP).
21. General Provisions
21.1 Entire Agreement. This Agreement (together with each accepted Order Form and the DPA) constitutes the entire agreement between the parties with respect to the Service and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
21.2 Order of precedence. In case of conflict between the components of this Agreement, the order of precedence is: (i) the executed Order Form and any negotiated cover page, (ii) the DPA in matters of data protection, (iii) these Terms, and (iv) the Documentation.
21.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be replaced by an enforceable provision that most closely reflects the parties’ original intent.
21.4 Waiver; cumulative remedies. No waiver of any breach is a waiver of any other breach. Remedies are cumulative and not exclusive.
21.5 Form. Amendments to this Agreement must be in writing (including electronic form within the meaning of Article 14 of the Swiss Code of Obligations and Regulation (EU) No 910/2014 (“eIDAS”)) and signed or expressly accepted by both parties.
21.6 Language. The English version of these Terms is the binding version. Any translation is provided for convenience only.
22. Governing Law and Jurisdiction
22.1 Governing law. This Agreement is governed by, and construed in accordance with, the substantive laws of Switzerland, excluding its conflict-of-laws rules under the Swiss Federal Act on Private International Law (IPRG) and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
22.2 Jurisdiction. The ordinary courts of the city of Zurich, Switzerland, have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, subject to mandatory rules of jurisdiction that protect Consumers under Article 17 et seq. of the 2007 Lugano Convention or under Article 32 of the Swiss Civil Procedure Code (ZPO).
22.3 Mandatory consumer protections. Where the Customer is a Consumer habitually resident in the European Economic Area, this choice of law shall not deprive the Consumer of the protection afforded by mandatory provisions of the law of his or her country of habitual residence under Article 6(2) of Regulation (EC) No 593/2008 (“Rome I”).
23. Information for Consumers (where applicable)
23.1 Identity of the Provider. SBC Lab AG, Seebühlstrasse 26, 8185 Winkel ZH, Switzerland; UID/IDE: CHe-108.146.168; Email:info@blockchain-applied.com.
23.2 Right of withdrawal (EU Consumers). A Consumer habitually resident in the European Economic Area has, in principle, a right to withdraw from a distance contract within fourteen (14) days from conclusion, in accordance with Articles 9 to 16 of Directive 2011/83/EU. By expressly requesting that performance of the Service begin during the withdrawal period and acknowledging the loss of the right of withdrawal upon full performance, the Consumer agrees that the right of withdrawal lapses upon full performance and, for digital content not supplied on a tangible medium, when performance has begun with the Consumer’s prior express consent (Articles 16(a) and 16(m) of Directive 2011/83/EU).
23.3 Online dispute resolution. The European Commission provides a platform for online dispute resolution under Article 14(1) of Regulation (EU) No 524/2013, which is available at https://ec.europa.eu/consumers/odr. The Provider is not obliged and not willing to participate in dispute-resolution proceedings before a consumer arbitration board.
23.4 Swiss Consumers. For Consumers domiciled in Switzerland, Article 40a et seq. of the Swiss Code of Obligations (revocation of certain off-premises and telephone contracts) does not apply to the Service, since the contract is concluded online without prior unsolicited contact. Should mandatory Swiss consumer-protection rules apply, those rules prevail over conflicting provisions of these Terms.
24. Acceptance
By signing the Order Form, ticking the acceptance box, creating an account or otherwise accessing or using the Service, the Customer expressly accepts these Terms of Service. The Customer confirms that it has had the opportunity to review the Terms in full prior to acceptance.
For SBC Lab AG
Name: _________________________________________
Title: _________________________________________
Date: _________________________________________
For the Customer
Customer: _________________________________________
(legal name)
Name: _________________________________________
Title: _________________________________________
Date: _________________________________________