TERMS AND CONDITIONS OF SALE
The Issuer operates the BEcryptoVIP project as an AirDance Global FZCO – the essential elements of this project are described in the Whitepaper.
The Issuer has offered the Buyer that, in exchange for cash or virtual currencies, the Buyer will be issued with digital tokens issued by the Issuer meeting the criteria set forth herein for its exclusive use. The Buyer will be entitled to sell them to third parties or to use the benefits provided by the Issuer as part of the Club.
Under these Rules, the Parties shall define the mutual rights and obligations of the Issuer and the Buyer.
The Parties unanimously agree that the following capitalized terms in the Rules shall have the meaning given to them below, unless the context clearly indicates otherwise:
AirDance Global FZCO with its registered office in Dubai, Dubai Silicon Oasis, DDP, Building A2, Dubai, United Arab Emirates, Licence no. 14491;
a person who has entered into an agreement to purchase tokens by accepting these Terms and Conditions;
means a digital token, under the name of $BE, representing a medium of exchange in the BEcryptoVIP ecosystem. These tokens are issued by the Issuer under the IEO Process, created in the ERC-20 standard in the Ethereum blockchain environment;
BEcryptoVIP club, membership of which entails various benefits for club members as described in detail in the Whitepaper;
unique tokens that are proof of Club membership and entitle to receive the benefits described in detail in the Whitepaper, created in the ERC-721 standard in the Ethereum blockchain environment;
a consensus algorithm in which the state of ownership determines the amount of reward. The reward received is dependent on the proportion of funds frozen (i.e. deposited in a dedicated account) by an individual to the amount of funds frozen by all participants in the process;
a cryptocurrency exchange on which the Issuer will open the possibility to trade derivative and secondary tokens, ultimately the Kanga Exchange;
means the process of raising capital, in order to finance the Project, carried out by the Issuer, whereby the Issuer, using blockchain technology and smart contracts, organises the issuance of Tokens that can be purchased from the Issuer in exchange for the financing of the Project using cash and virtual currencies;
in the first primary sales round is set at USD 1 (or its equivalent in virtual currencies) per $BE Token, and in each subsequent round increased by 5% relative to the price in the previous round;
document describing in detail the Undertaking, the properties of the Tokens and the benefits of membership in the Club, constituting Annex No. 3 to the Rules and its integral part.
For the removal of any doubt, the Parties agree that:
These Regulations do not have the character of a partnership agreement, (including a civil partnership, consortium or similar agreement) and that they do not contain a power of attorney, but constitute a cooperation agreement concluded on the basis of the principle of freedom of contract referred to in Article 3531 of the Civil Code. The conclusion, execution or termination of a contract concluded by accepting these Terms and Conditions does not entitle the Buyer to transfer profits or other benefits of a corporate nature to the Buyer or any other benefits not expressly provided for in its content;
The tokens do not entitle the Buyer to be the owner of goods or raw materials, nor do they entitle the Buyer to acquire corporate rights, participation in profits, etc., i.e. they do not constitute asset tokens or equity tokens;
These Terms and Conditions are not in the nature of a loan agreement, a non-performing deposit or similar agreement, the purpose of which would be to put the Buyer’s capital to the use of the Issuer.
The Regulations define the mutual rights and obligations of the Issuer and the Buyer, and upon acceptance of the Regulations the Parties shall enter into an agreement transferring the ownership of the Tokens.
The Buyer declares that, having read the specifications of the Undertaking contained in the Whitepaper and having obtained all the information required by it, it undertakes to pay the Price to the Issuer no later than seven (7) days from the date of conclusion of the agreement (acceptance of the Terms and Conditions), in return for which it shall immediately, but no later than seven (7) days from the date of payment in full of the Price, receive from the Issuer ERC-20 tokens issued on the Ethereum network, smart contract address: 0xdfE1B517b3B591D9de5D5F945233D013c455E3b1 (name: $BE) to the Kanga Exchange virtual wallet address or any other address designated by the Buyer.
The Token Holder shall be entitled to purchase NFTs using Tokens at the converted value of the Tokens at the prices specified in the Whitepaper in USD, and to freeze them in the Proof-of-Stake Protocol dedicated to Tokens.
Freezing Tokens in the Proof-of-Stake Protocol entitles the Token holder to receive further Tokens derived from NFT purchases according to the model described in the Whitepaper.
Possession of NFTs is tantamount to membership of the Club.
Club membership entitles you to freeze selected stablecoin virtual currencies in the Proof-of-Stake Protocol dedicated to Club members and receive the benefits described in detail in the Whitepaper.
Other benefits of Club membership are described in detail in the Whitepaper.
The parties agree on the following contractual deadlines for the implementation of the Terms and Conditions:
transfer of the Price by the Purchaser to the Issuer’s account
Immediately, but no later than within seven (7) days of the conclusion of the Agreement
transfer of Tokens by the Issuer to the Buyer’s wallet address
immediately, but no later than within seven (7) days of the transfer of the Price
The Parties agree, for the avoidance of any doubt, that the moment of due performance of their obligations shall be:
1) for the Buyer – the moment the Issuer’s payment account is credited with the full amount of the Price
2) for the Issuer under the IEO Process – the moment when the Issuer funds the wallet address provided by the Buyer with Tokens in a number equal to or greater than the number of Tokens of the Buyer.
The Buyer unconditionally and irrevocably makes the representations and warranties listed in Appendix 1 to these Terms and Conditions.
The Buyer declares that he is aware that if he concludes a contract as a consumer, he has the right to withdraw from the contract as concluded at a distance pursuant to Article 27 of the Act on Consumer Rights (without stating a reason).
The Buyer may exercise his right of withdrawal within 14 days from the date of acceptance of the Terms and Conditions by sending a statement of withdrawal in documentary form, to the following address: firstname.lastname@example.org. The declaration may be in the form in accordance with the model contained in Appendix 3.
Upon service of such a declaration, the contract concluded by acceptance of these Terms and Conditions shall expire and the Parties shall, within the following 14 days, return everything they have so far provided to each other (in particular, return of Tokens, return of the Price).
In addition to other obligations arising from generally applicable law and the provisions of these Terms and Conditions, the Buyer hereby undertakes in particular to:
make timely payment of the full Price to the Issuer;
to comply strictly with the Issuer’s technical instructions to the extent necessary for Tokens to be issued to it;
to bear the costs associated with the performance of the subject matter of these Terms and Conditions, if they are not literally described as obligations of the Issuer;
to promptly provide the Issuer with any data, statements and documents requested by the Issuer which, in the Issuer’s sole judgment, are necessary for the execution of these Terms and Conditions.
The Issuer hereby declares that, according to the current state of technical knowledge, it has the necessary experience and qualifications, as well as economic, technical and personnel facilities, to carry out the Undertaking and that there are no obstacles on its side which could prevent it from fulfilling its obligations under the Regulations, but this does not mean that it assures or guarantees the Buyer that the Undertaking will be carried out and completed in accordance with their assumptions.
The Issuer hereby indicates that it and its advisors and other persons who directly or indirectly participated in the conclusion of the Terms and Conditions on the part of the Issuer have not made any representations and warranties to the Buyer other than those expressly set out in these Terms and Conditions, and the Buyer shall not be entitled to rely on any representations and warranties other than those expressly set out in these Terms and Conditions.
The Issuer undertakes under these Terms and Conditions to:
to issue Tokens in a timely manner in accordance with the assumptions referred to in paragraph 2 below;
to indicate to the Buyer an ICT application enabling the secure storage of Tokens;
Tokens will be issued to the Buyer to the Buyer’s wallet designated by the Buyer, unless the Parties expressly agree otherwise.
Payment of the Price shall be made by default:
in the case of acquisition of Tokens on the Kanga Exchange – using available virtual currencies;
in the case of purchase of tokens on the becryptovip.io website – using stablecoin USDT or other available payment methods
or as otherwise agreed by the Parties.
For the removal of doubts, it is agreed that in the event of non-performance by the Buyer of his obligation to pay the Price or payment by the Buyer of an incomplete Price, the Issuer may in particular, but not exclusively:
demand payment to its credit of the total Price or the remaining part of the total Price to be paid;
rescind the contract in accordance with the provisions of § 13, with the proviso that the rescission will not affect the Issuer’s other rights under these Terms and Conditions and furthermore the Issuer is not obliged to perform any obligations under these Terms and Conditions for the benefit of the Buyer.
The Parties shall be liable for proper performance of the Contract under the general rules referred to in Article 471 of the Civil Code, subject to the provisions of this paragraph.
The Issuer’s obligations provided for herein shall be treated as obligations of due diligence and with due diligence provided for this type of relationship. Under no circumstances shall the Issuer’s liability be assessed on the basis of the rules and principles concerning the performance of obligations of result.
The Issuer shall not be liable for non-performance or improper performance of a contract due to:
the occurrence of events originating in the application of decentralised registry technology and related to the operation of the Ethereum blockchain,
the occurrence of events originating in the acts or omissions of third parties, in particular public administration bodies, in the broadest possible sense, including changes in the law or in its interpretation,
any act or omission in the performance of the Agreement on the part of the Buyer, in particular the Buyer’s failure to comply with the Issuer’s instructions with respect to the handling of the Tokens or the failure to implement or improperly implement the ICT application used to handle and secure the Tokens or the instructions provided by the Issuer, unless the occurrence of the foregoing events is due to the wilful misconduct of the Issuer.
acts or omissions of third parties, in particular if such acts or omissions have resulted in the forfeiture of Tokens or other digitally stored assets to which the provisions of these Terms and Conditions apply, unless the Buyer proves that the Issuer has not exercised the diligence accepted in this type of activity with respect to IT security.
The Buyer acknowledges that the processes of issuing and disposing of Tokens are processes based on the use of innovative technologies, the use of which is associated with specific risks, and furthermore that the position of state authorities with respect to the use of the aforementioned technologies is subject to dynamic changes, and that there is no uniform line of jurisprudence or interpretation in this respect, and consequently agrees to fully indemnify the Issuer for the events referred to in sub-paragraph 3 above and waives any claims and rights to which the Issuer is or could be entitled in the future.
The Parties unanimously declare that the Issuing Party’s responsibility for the warranty is excluded to the fullest extent allowed by the generally applicable law.
The Buyer hereby indemnifies the Issuer, the Issuer’s representatives, its contractors, intermediaries, agents, advisors, partners and employees against all claims, damages, losses and expenses resulting from the events described in this paragraph, including claims which could originate from third parties.
The Parties agree that Force Majeure as they understand it is an event that is:
impossible to prevent for the Parties, and at the same time objectively impossible to prevent with the exercise of the highest diligence by either Party, and in particular, but not exclusively:
changes in the common law norms or their interpretation by the competent authorities (regardless of jurisdiction) affecting the performance of the subject matter of this agreement,
discontinuance or significant reduction in the operation of the Ethereum blockchain network.
The Issuer shall be indemnified against liability for non-performance or improper performance of the subject matter of this Agreement to the extent that this has occurred as a result of a documented Force Majeure.
The Parties unanimously agree that the occurrence of Force Majeure shall not affect the very existence of the Parties’ monetary obligation provided for in the Terms and Conditions, but only the date of its performance.
The Parties unanimously agree that the Issuer, without prejudice to the provisions of generally applicable law and other provisions of these Terms and Conditions, may terminate all or part of the Agreement in the event that the Buyer delays payment of the Price in whole or in part by more than 14 days.
The Parties unanimously agree that the Issuer, without prejudice to the provisions of generally applicable law and other provisions of these Rules, may terminate the contract in the event of:
the occurrence of circumstances not mentioned in this paragraph which prevent or restrict the free performance of the Buyer’s obligations under these Regulations;
in which any of the Buyer’s representations referred to in Appendix 1 to these Regulations proves to be untrue.
The Parties unanimously agree that termination of these Terms and Conditions under any legal or factual title, in particular by way of filing an effective declaration of withdrawal or termination (regardless of the legal basis – statutory or contractual) shall not entitle the Buyer to raise any rights or claims against the Issuer for lost benefits, including expected profit, and interest on the use of capital.
The Buyer may only assign all of its rights and obligations under these Terms and Conditions to third parties by selling Tokens held by the Buyer to third parties.
For the avoidance of any doubt, the Parties agree that the Buyer may not exclusively transfer rights or exclusively transfer obligations, nor may he make partial assignments. This shall also apply to all legal acts of the Buyer other than assignment, the result of which may be the entry of a third party into the rights of a creditor or the assumption by a third party of the rights of a creditor, in particular, but not exclusively, as a result of a surety, debtor’s repayment or pledge.
The Issuer may transfer its rights and obligations under these Terms and Conditions to other entities implementing the Project, of which it will immediately inform the Buyer.
All amendments and additions to these Regulations, termination of the agreement concluded by acceptance hereof and statements or notices made hereunder, except those expressly set forth in the provisions of these Regulations, shall require notification of such amendments to the Purchaser in documentary form and publication on the Issuer’s website.
If any provision of the Terms and Conditions proves to be invalid or cannot be implemented due to mandatory provisions of law, the Parties shall in good faith amend the Terms and Conditions in a manner reflecting the arrangements made by the Parties and in compliance with the requirements of applicable law.
If any provision of these Terms and Conditions proves to be invalid or unenforceable, the remaining provisions shall be valid and binding as if the invalid provision did not exist.
The Parties agree that these Terms and Conditions shall be governed by and construed in accordance with Polish law.
The parties agree that these Terms and Conditions shall be subject to the jurisdiction of the Polish courts.
The provisions of this paragraph shall be without prejudice to the provisions of consumer law, and in particular the basic principles of consumer protection, in the event that an authorised body deems their application applicable to these Terms and Conditions.
The Parties unanimously agree that any disputes that may arise between the Buyer and the Issuer in connection with this agreement shall be resolved by:
In the case of a Buyer who is not a consumer within the meaning of the Civil Code, by the court with jurisdiction over the Issuer;
In the case of a Buyer who is a consumer within the meaning of the provisions of the Civil Code, by the court with territorial and material jurisdiction in accordance with the provisions of generally applicable law.
All annexes to these Terms and Conditions constitute its integral part.
The Buyer declares that if he acts as a representative of another person, he is duly authorised to accept these Terms and Conditions.
APPENDIX No. 1 to the Regulations – Buyer’s declarations
The Buyer represents and warrants to the Issuer that:
he is not a citizen or tax resident of the United States of America, the People’s Republic of China or any other country whose laws restrict or prohibit participation in the processes collectively and commonly referred to as Token Offering or token sale;
Acts in its own name and on its own behalf and, in particular, does not act for a person or entity that is a citizen or tax resident of the United States of America, the People’s Republic of China, or any other country whose law restricts or prohibits participation in the processes collectively and commonly referred to as Token Offering or token sale;
acknowledges and agrees that the Terms and Conditions, as well as other statements from the Issuer, do not constitute a public offering and that the Terms and Conditions are not entered into in connection with any public offering;
Acknowledges and accepts that the tokens constituting evidence of the conclusion of a contract are not:
a financial instrument within the meaning of Art. 2. para. 1. of the Act on Trading in Financial Instruments of 29 July 2005;
participation unit or investment certificate within the meaning of the provisions of the Act of 27 May 2004 on investment funds and management of alternative investment funds;
a retail collective investment product within the meaning of Article 4. of Regulation (EU) No. 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for retail collective investment products and insurance investment products (PRIIPs) and is not subject to state-guaranteed regulation;
acknowledges and has been informed that the issue and the Undertaking are not:
a public offering within the meaning of Article 3. paragraph 1. of the Act of 29 July 2005 on Public Offering and the Conditions for Introducing Financial Instruments to an Organised Trading System and on Public Companies or similar;
the activity of management of alternative investment funds within the meaning of Art. 1a. Act of 27 May 2004 on investment funds and management of alternative investment funds, or similar;
activities related to management of investment funds within the meaning of the Act of 27 May 2004 on investment funds and management of alternative investment funds or similar;
activities carried out by an investment fund (open-ended investment fund, closed-ended investment fund or specialised open-ended investment fund), or activities carried out by an alternative investment fund within the meaning of Art. 2. lit. 10a. Act of 27 May 2004 on investment funds and management of alternative investment funds or a similar
activities carried out by an alternative investment company within the meaning of Art. 8a. Act of 27 May 2004 on investment funds and management of alternative investment funds or similar;
activities of a pension fund within the meaning of Art. 2. para. 1. of the Act of 28 August 1997 on the organisation and operation of pension funds or similar;
insurance or reinsurance activity within the meaning of Art. 4. para. 1. and 2. of the Act of 11 September 2015 on Insurance and Reinsurance Activity or similar;
banking activities including, inter alia, the activities referred to in Art. 5. para. 1. or Art. 6. of the Act of 29 August 1997 on Banking Law or similar;
outsourcing activities with respect to banking activities, activities of investment funds or insurance or reinsurance undertakings within the meaning of the relevant provisions of the Common Law, or similar activities;
activity in the field of trading in financial instruments within the meaning of the provisions of the Act on Trading in Financial Instruments of 29 July 2005, or similar;
activity consisting in the provision of payment services within the meaning of Article 3. of the Act of 19 August 2011 on payment services or similar;
any other regulated, regulated or licensed activity, in particular, an activity requiring a licence, permit, permission, notification, concession, entry in the register of regulated activities or any other consent of third parties which are public administration bodies, within the meaning of the relevant provisions of Polish law;
and furthermore that the Issuer:
is not in the business of accumulating funds of other natural persons, legal persons or organisational units without legal personality for the purpose of granting credits, cash loans or otherwise encumbering the risk of such funds, and that it will not undertake such business;
does not engage in the activity of investing in securities, money market instruments or other property rights, assets of natural persons, legal persons or organisational units without legal personality, collected by means of an offer to conclude the Rules, the object of which is to participate in such an undertaking, and that it will not undertake such an activity;
In addition, the Buyer declares that:
acknowledges and accepts that it will not be entitled to give instructions to the Issuer with respect to the use of the Price or the conduct of the Issue or the Undertaking;
acknowledges and accepts that the entity solely entitled to decide on the use of the Price is the Issuer and that the Buyer is not entitled to give instructions or the like to the Issuer in this respect;
acknowledges that from the moment of issue, the Token may not be presented to the Issuer for redemption except in the cases literally described in the text of the Terms and Conditions;
has familiarised himself with the Undertaking, its mechanism and potential, and has obtained all the information and data necessary for him, which he considers sufficient for him to decide to accept these Terms and Conditions and to assume the obligation to transfer the Price to the Issuer;
he has made an independent and unrestricted decision to accept these Terms and Conditions, as well as accepts his obligations to transfer the Price to the Issuer;
he is aware that the Issuer does not guarantee to the Buyer that the Project will produce the results, outcomes or economic benefits expected by the Buyer;
confirms that the Issuer does not represent or warrant to the Buyer that the results, performance or economic benefits expected by the Buyer from the Project will be achieved;
is aware that the Project may not take place due to actions of governmental authorities, including actions aimed at limiting or excluding the possibility of carrying out the Issue;
acknowledges and accepts that the Issuer and those acting on its behalf or in conjunction with it will act in good faith in pursuing the Project and the Issue but that it is possible that the Project and the Issue may not or may not be completed in whole or in part;
acknowledges and accepts that the presentation of the Tokens to the Issuer in the conventionalized form and within the timeframe envisaged in the Regulations may be a necessary action in order to receive the Cashback from the Issuer and therefore that the transfer of the Token to a third party, under any legal or factual title, or its loss, including as a result of technical circumstances, may entail the loss of the Buyer’s entitlements under the Issue;
acknowledges and accepts that, by entering into this Agreement, it is not joining the Issuer Company, creating the Issuer Company or acquiring corporate rights in the Issuer Company, nor is it entering into any legal relationship of a similar nature with the Issuer, including a partnership or joint venture;
acknowledges and accepts that the Issuer may, but is not required to, enter into similar agreements as this one with third parties in the future;
has knowledge and experience of investing, which has enabled it to make an informed and voluntary decision concerning the Undertaking and the risks associated with it;
acknowledges and accepts that all intellectual property rights, copyrights, etc. in the Project will vest in the Issuer and that the Buyer is not acquiring these rights to any extent;
acknowledges and accepts that the conclusion of these Terms and Conditions may have tax consequences and that the Issuer does not undertake in any way to indicate to the Buyer the tax consequences of the conclusion of these Terms and Conditions, let alone to pay any taxes, as this obligation rests with the Buyer;
the funds allocated to the Price come from legal sources, which the Issuer assures and guarantees of the legality of these funds;
he is solvent and has the necessary financial means for the execution of the contract;
there are no obstacles on his part which could prevent the conclusion and performance of this contract;
if he is a natural person and married, he warrants and declares that his spouse has consented to the acceptance of these Terms and Conditions and raises no objection thereto pursuant to Articles 361 and 37 of the Family and Guardianship Code of 25 February 1964;
he/she does not have any arrears to public administration authorities, in particular, but not limited to, arrears to tax authorities, the Social Insurance Institution or customs authorities;
he is not subject to any court, enforcement, administrative or collateral proceedings to which he would be a party and which could affect his solvency;
he is not at risk of insolvency and the amount of third-party claims against him is not greater than the sum of his assets, including matured and undisputed claims;
has full capacity to perform legal acts within the meaning of the Polish law, which has not been restricted by a valid court decision.
ATTACHMENT 2 – Declaration of withdrawal
AirDance Global FZCO
Dubai Silicon Oasis, DDP, Building A2, Dubai
United Arab Emirates
WITHDRAWAL FROM THE CONTRACT
I hereby declare that I withdraw from the Token Purchase Agreement
Name and surname of the Buyer (consumer)
E-mail address of the Buyer used during purchase
ATTACHMENT No 3 to the Terms and Conditions – Whitepaper $BE
Whitepaper link: ____________________________________