Terms and Conditions for the Lunu Processing Service and POS Terminal Sale

• LUNU Solutions GmbH (“Lunu”), Kronberger Straße 12, 14193 Berlin offers businesses that offer goods and/or services (“Retailers”) a technical solution which enables Retailers to accept cryptocurrencies as payment from their costumers (“Costumers”) and be paid in stable coins (“Lunu Service”) that can be converted to EUR and paid out to the Retailer’s bank account. Lunu is registered in Germany under the number HRB 206099 B in the commercial register at Charlottenburg District Court, Berlin, and is represented by the Executive Director, Pavlo Denysiuk.
• In addition, Lunu sells POS Terminals (“POS Terminals”) and provides an online widget (“Widget”) to Retailers that enable the Retailer to accept cryptocurrencies at the point of sale (“POS”) and online at their websites.
• There is no contractual relationship between Lunu and the Customer.

A Retailer may only sign-up for the Lunu Service and create a profile on the Lunu Platform (“Retailer Console”) if he is an entrepreneur who is acting, including through any other person acting in his name or on his behalf, for purposes relating to his trade, business, craft or profession. If the Retailer has been previously excluded in accordance with Section 12 of these Terms and Conditions, he is not allowed to create a (new) Retailer Console.

In order to access the Retailer Console, the Retailer must fill out the appropriate registration form on the website and accept the Terms and Conditions by checking the appropriate box. When setting up the Retailer Console, the Retailer has to choose a password that protects access to the Retailer Console.

The conclusion of contract with Lunu is completed when the Retailer accepts Lunu’s Terms and Conditions in the sign-up flow. The Terms and Conditions are also available on Lunu’s Website also in durable format for download and print-out.

The Retailer Console and the contract with Lunu are not transferable.

The password must be secure. The Retailer shall keep the login data (user name and password) for his Retailer Console secret. If the Retailer believes that a third party may know his password, he must change it immediately. If the Retailer suspects that the password has been misused or the Retailer Console has been compromised in any other way, the Retailer shall inform Lunu without undue delay via an e-mail to: support@lunu.io.

• Lunu will make available an exchange rate of the crypto currency that the Customer would like to use for payment (e.g. Bitcoin, Ether) to the currency of the purchase price expressed as a currency rate for the crypto currency to a stable coin (for EUR as a currency of purchase, EURS is used). The exchange rate is determined by third-party providers that have signed up on Lunu’s platform.
• If a Customer wants to pay with cryptocurrencies at POS, the Retailer will have to enter the purchase price in EUR into the POS Terminal. Thereafter the best available exchange rate at that point in time (determined among the offers of third-party providers signed up on Lunu’s platform) will be displayed and a QR code will be produced, which will contain the transfer information. If the Customer agrees with the exchange rate then the Customer needs to scan the QR code with the Customer’s own mobile device (e.g. smart phone) and it will initiate the transaction.
• In an online sale scenario, the Retailer has to integrate a widget provided by Lunu (“Widget”) in its Retailer website. If the Customer chooses to pay with crypto currencies, the Widget is activated and displays the best available exchange rate as described above, along with the QR code generated. If the Customer agrees to the exchange rate offered he needs to scan the QR code with its mobile device and it will initiate the transaction.

• • Upon acceptance of the offered exchange rate, the Customer will transfer the relevant amount of crypto currency to Lunu. In turn, Lunu will exchange the crypto currency via the third-party provider who pays the equivalent in fiat currency. Lunu will transfer fiats from its own account to the Retailer’s bank account minus Lunu’s service fee (cf. Section 7).

• Lunu provides an average availability of 99.85% (based on the calendar year) of the Lunu Service.
• The Lunu Service shall be deemed to be available if it is available via the Internet. This connection exists if the Lunu Services allow a diagnostic request from the widget or POS Terminal(s).
• Maintenance times are not taken into account when determining availability:
• To ensure the quality and further development of the platform, Lunu may announce maintenance windows, in which it may be that the Lunu Services are not provided. This time is not taken into account when calculating availability. As far as possible, Lunu will set the maintenance windows to times of low capacity utilization. Maintenance windows will be announced to the Retailer by Email provided by Retailers in the Retailer’s Console and with adequate advance notice.
• The calculation of availability also does not take into account such times in which the Lunu Services are not available due to urgent adjustments or updates of the IT infrastructure used for the systems to eliminate security gaps, acutely unstable software/hardware or even in the event of imminent danger, such as ongoing attacks. In these cases, Lunu can also schedule unplanned and unannounced maintenance times. Lunu will, however, try to inform the Retailer immediately and to keep the Retailer informed of the status of processing.
• Lunu shall not be responsible for down-times due to lack of internet connectivity or technical difficulties on part of the Retailer.
• Lunu has the right to suspend the Lunu Services temporarily if this is necessary in view of the security or integrity of the servers or to carry out technical measures, and if this serves the proper or improved provision of the Lunu Service. Such suspension shall also not be taken into account of with regard to availability.

• The Retailer can retrieve, save and print out settlement statements via the platform by logging into the Retailer Console and selecting “settlement statements” in the website menu.
• The Retailer shall regularly retrieve and check the settlement statements. A cut off period of three weeks applies to any objections of the Retailer.

• The applicable service fees for the Lunu Services are 1% of the transaction amount. If the Retailer accepts a cryptocurrency as a means of payment using Lunu Services, the corresponding service fees are due for payment immediately and will be deducted from the amount of fiats that Lunu transfers to the Retailer’s account.

• The Retailer shall inform and agree with the Customer in good time before choosing to pay with crypto currencies that a payment with crypto currencies cannot be reversed and that the Customer cannot receive a refund in crypto currency but only in the currency of the purchase price. The Retailer must agree with the Customer on a method to transfer possible refunds (e.g. transferring EUR to a bank account specified by the Customer to the Retailer).
• The Retailer has to ensure to employ the latest version of the Widget made available by Lunu and to update any POS Terminal software as made available by Lunu.
• The Retailer is obliged to keep the information provided in the Retailer Console up-to-date and accurate.

• To order POS Terminal(s) the Retailer must have received its individual Retailer ID via the Retailer’s Console. Then the Retailer may log into the Retailer Console and selects “order devices” in the website menu. The Retailer then selects the device(s) and adds them to the shopping cart. On the following page the Retailer will receive an overview over the data submitted and can correct it if necessary, by clicking on the “back” button. By clicking on "buy now", the Retailer is placing a binding order for the POS Terminal(s) and related items in the shopping cart. Once the Retailer has submitted the order, Lunu will immediately send an Email confirmation of the order to the Retailer’s Email as provided in the Retailer Console as well as an invoice. A binding contract is concluded when the Retailer receives the order confirmation from Lunu.
• The prices set out in the offer as at the date on which the order is placed shall apply. The stated prices are final prices (totals), in other words they include German value added tax at the applicable statutory rate where appropriate. The payment shall be due and payable immediately days after the Retailer receives the confirmation of his order. The Payment Amount shall be paid, without any deduction, in EUR by wire transfer to the bank account of Lunu as indicated in the invoice. Shipment of the POS Terminal(s) will only take place after the full receipt of payment by Lunu.
• Lunu bears the shipping costs for the purchased POS Terminal(s) for deliveries within the E.U. Delivery outside the E.U. is made at the Retailer’s cost and these costs are added to the order amount. The delivery for multiple purchased POS Terminals is made together to the address provided by the Retailer. A delivery to different locations is generally possible if the Retailer bears the shipping costs and must be agreed in advance. The shipment of the POS Terminal(s) shall be made within 60 days after the order is placed by the Retailer with the selected shipping method.
• Lunu grants the Retailer a perpetual, non-exclusive right to use the software on the POS Terminals. If the software is replaced by a new version during the warranty period, the terms of use for the new version shall apply and the rights of use for the replaced version shall lapse. Any reproduction, modification and decompilation of the software is only permitted within the scope of the mandatory legal provisions of Sections 69d paragraphs 2 and 3, 69e UrhG (German Copyright Act).
• The Retailer must immediately inspect the POS Terminals delivered by Lunu in accordance with Section 377 HGB (German Commercial Code) and immediately report any defects.
• The Retailer's claim for supplementary performance is limited to a claim for delivery of an equivalent defect-free replacement POS Terminal. The Retailer's right to revoke the contract or to reduce the purchase price shall remain unaffected.
• Defects in the software are treated as material defects. However, a defect only exists if the software of the POS Terminal deviates significantly from the functions described in the documentation of the POS Terminal and this leads to a significant functional restriction without any objective reason (e.g. upgrade in the meantime, changed legal requirements). Minor defects are not significant.
• The defects liability period is one (1) year from delivery of the POS Terminal(s) purchased. This limitation period also applies to contractual and non-contractual claims for damages by the Retailer based on a defect in the POS Terminal(s), unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases.
  
  The limitation periods of the Product Liability Act remain unaffected by this.
  
  For other damage claims of the Retailer, solely the statutory limitation periods apply.

• • Details about data protection can be found in Lunu´s privacy policy published on Lunu’s Website.

• • The Retailer can terminate this contract with Lunu at any time without notice, e.g. by Email to: service@lunu.io. After the termination has become effective the Retailer can no longer use the Lunu Services, unless he sets up a new Retailer Console.
• • A termination by Lunu of the Lunu Service is possible with a notice of four weeks, unless the termination is for good cause. Serious or repeated violations of these Terms and Conditions constitute for instance a good reason for termination without notice.

• Lunu is liable to the Retailer only for damages caused due to intentional or grossly negligent actions by Lunu and for the loss of data if the loss had not been avoidable by the Retailer by means of reasonable data backup measures. The limitation of liability shall not apply in the event of
  • damages arising from injury to life, body and health;
  • damages for which Lunu is liable due to mandatory legal regulations (especially product liability law), as well as
  • damages due to the violation of essential obligations which endanger the achievement of the purpose of this contract or the fulfilment of which makes the proper execution of this contract possible in the first place and on which the contractual partner may regularly rely ("Cardinal Duties").
• • In the event of violation of Cardinal Duties, liability for simple negligence on the part of Lunu shall be limited to damages typical for the contract and foreseeable at the time of conclusion of the contract.

• The Terms and Conditions are available in the languages listed in the language setting of Lunu´s website.

• Lunu itself does not provide the Retailer with a crypto currency account. The Retailer enters into a separate contract with a Crypto Platform. The contract regarding such services is exclusively between the Retailer and the Crypto Platform and Lunu is not involved as a contracting party. The Retailer holds an account at the Crypto Platform, and the Crypto Platform also offers the exchange of crypto currencies and facilitates payout of EUR via a third-party service provider to the Retailer.

• Any amendments or changes to these Terms and Conditions as well as the agreed pricing shall be proposed to Retailer in text form, e.g. by Email to the address provided in the Retailer Console, no later than four weeks before their proposed date of entry into force. The Retailer may object to such changes before their proposed date of entry into force in which case the Lunu Service is automatically terminates. The amendments shall be deemed to have been approved by the Retailer, unless the Retailer has objected before their proposed date of entry into force. Upon the offer of such changes and amendments the Retailer may also terminate the agreement free of charge with immediate effect before the proposed date of entry into force of the amendments.

• The business relationship between Lunu and Retailer shall be governed by German law, excluding the provisions of the UN Convention on the International Sale of Goods.
• Exclusive place of jurisdiction for all legal disputes arising from or in connection with the business relationship shall be the competent courts of Berlin.

• If any provisions of these Terms and Conditions is or becomes invalid or unenforceable in whole or in part, the validity, enforceability and feasibility of the remaining provisions of these Terms and Conditions shall not be affected thereby. The valid, lawful and enforceable provision which reflects as closely as possible the spirit and economic purpose of these Terms and Conditions and the original intention of the parties.