PART II - GENERAL RULES

PART II - GENERAL RULES

1. Affiliates

   1. Each Node agrees that it will use best endeavours to procure that each of its Affiliates will comply with the obligations and restrictions in the Rules as if they applied to that Affiliate in the same manner that they apply to that Node (with any necessary alterations made).

2. The relationship of the parties

   1. Nothing in the Rules is intended to or will be deemed to: (a) create any partnership, unincorporated association, or joint venture between any parties to the Rules; (b) cause any party to the Rules to become an agent for another party to the Rules (whether as a fiduciary or otherwise); or (c) authorise any party to the Rules to make or enter any commitments for or on behalf of another party to the Rules.

3. Entire agreement

   1. Without prejudice to any accrued rights under the Unilateral Contract:

      • (a) the Rules constitute the entire agreement and understanding between and among the parties with respect to their subject matter;

      • (b) each Node acknowledges and agrees that, in entering the Rules, it has not relied on and will have no remedy in respect of any oral or written representations, warranty, or other assurance or prior understandings (including in connection with any recitals in the Background to the Rules) except as expressly provided for or referred to in the Rules; and

      • (c) each Node agrees that it will have no claim against any other Node or the Association for innocent misrepresentation, negligent misrepresentation, or negligent misstatement based on any statement in the Rules.

4. No implied terms

   1. No terms are implied into the Rules: (a) by trade, custom, practice, or course of dealing; (b) by statute, to the fullest extent permitted by law (including the terms implied by Part II of the Supply of Goods and Services Act 1982); or (c) which restrict the Association’s exercise of powers under the Rules or otherwise.

5. Changes to the Rules

   1. The Association may change all or any of the terms in the Rules.

   2. The Association will notify Nodes of any changes to the Rules on the Website or using any of the other methods described in clause II.14 (a ‘Change Notice’). Each Node agrees to check the Website at reasonable intervals for any new Change Notice.

   3. By conducting any Relevant Activity following the publication of a Change Notice, each Node is deemed to have accepted and to be bound by any changes described therein (irrespective of whether the Node or its agents have read such Change Notice). If a Node does not agree, it will cease to conduct any Relevant Activity immediately.

   4. Save as set out in this clause II.5, no variation of the Rules will be effective unless issued by or on behalf of the Association.

6. Assignment

   1. The Association may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any or all of its rights and obligations under the Rules.

   2. Nodes are not entitled to assign, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any or all of their rights or obligations under the Rules, whether by operation of law or otherwise.

7. Indemnity

   1. In this clause II.7, a reference to the Association will include the Association, each Affiliate of the Association, and the Association’s employees, officers, contractors, subcontractors, and agents.

   2. Each Node agrees to indemnify the Association and to keep the Association always indemnified against all or any reasonable liabilities, costs, claims, damages, losses, or expenses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties and legal costs, calculated on a full indemnity basis), and all other professional costs or expenses arising out of or in connection with:

      • (a) such Node’s breach, negligent performance, or failure or delay in performance of the Rules;

      • (b) the enforcement of the Rules by the Association against that Node or its Affiliates; or

      • (c) any claim made against the Association by any other Node or a third party to the extent that such claim arises out of or in connection with the indemnifying Node’s breach or negligent performance, or failure or delay in performance, of the Rules.

8. Tax

   1. Any payment required by the Rules will be made without a tax deduction unless required by law (in which case, the receiving party will be entitled to receive such amounts as will ensure that the net receipt, after tax, is the same as it would have been had no deduction been made).

9. Intellectual property

   1. Subject to any rights expressly granted under the Node Software Licence, the Association reserves all of its rights, title, and interest in and to the Node Software, including all Intellectual Property Rights.

10. Third-party rights

    1. Except as may be expressly provided elsewhere in the Rules, a person who is neither a party to the Rules nor any party’s successor or assignee will have no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of the Rules.

    2. Without prejudice to the Association’s rights to vary the Rules in clause II.5, any rights the Association may have to terminate or rescind the Rules or agree to any variation, waiver, or settlement in connection with them are not subject to the consent of any third party even if it extinguishes or alters any entitlement that such third party may have to enforce any term of the Rules.

11. Rights and remedies

    1. The rights and remedies provided under the Rules are cumulative and are in addition to, and not exclusive of, any rights and remedies each party to the Rules may have in law or equity.

12. No waiver

    1. Any failure or delay by any Node or by the Association to insist upon strict performance of the Rules or to exercise or enforce any rights or remedies or any provision under the Rules will not constitute a waiver thereof unless that party has agreed to the waiver and expressly stated it to be such in writing, signed by it or on its behalf.

13. Set-off

    1. The Association maysetoff any amount that any Node owes it against any amount the Association owes to that Node under the Rules or otherwise, whether such debt is owed now or at any time in the future, whether it is liquidated or not and whether it is actual or contingent. If the liabilities set off are expressed in different currencies or cryptocurrencies, the Association may convert either liability at a reasonable market rate of exchange determined by the Association for the purpose of the set-off. However, the Association is not obliged to exercise its rights under this clause II.13.

    2. Each Node will pay any amounts due under the Rules in full without any set-off, counterclaim, deduction, or withholding (other than, subject to clause II.8.1, any deduction or withholding of tax as required by law).

14. Notices

    1. Any notice or communication in respect of the Rules, including one containing a Directive, may be given in writing in any manner described below only and, subject to clause III.2.2, will be deemed effective at the time indicated:

       To any Node:

       • (a) effective immediately: if delivered by hand to any address associated with a Node’s or any of its Affiliates’ Relevant Activities, including any registered office or premises or data centres owned, occupied, operated by, or otherwise associated with that Node or any of its Affiliates;

       • (b) effective immediately: if sent by electronic messaging system, by email or by messages or notifications through any Network-related software or other distributed ledger system, including communication by means of airdrop or transaction data transmission, in programming or in natural language, to any address or wallet controlled by or associated with that Node or any of its Affiliates (or which the Association reasonably determines in good faith is so controlled or associated) or in respect of which that Node or any of its Affiliates has an interest at the time of transmission;

       • (c) effective at 9:00 am UTC on the seventh Business Day after posting: if sent by pre-paid registered post to any registered office or premises or data centres owned, used, occupied or operated by that Node or any of its Affiliates;

       • (d) effective immediately: if published on the Website or the Repository.

       To the Association:

       • (e) effective at 9:00am UTC on the next Business Day following delivery: if delivered by hand to the Association’s registered office on a Business Day or if sent by email to [e-mail] or to such address as the Association specifies for that purpose on the Website; and

       • (f) effective at 9:00am UTC on the seventh Business Day after posting: if sent by pre-paid registered post, including airmail, to: BSV Association, Grafenauweg 6, 6300 Zug, Switzerland.

    2. All notices under the Rules will, unless sent electronically, be signed by or on behalf of the sender. Notices which are sent electronically (other than pursuant to II.14.1(d)) will be digitally authenticated by the sender.

    3. All notices provided under the Rules will be in English or accompanied by a certified translation.

    4. This clause II.14 does not apply to the service on the Association of any notice of legal proceedings or other documents in any legal action, arbitration, or other form of dispute resolution process.

15. Severability

    1. In the event any clause of the Rules is for any reason found invalid or unenforceable in any respect, such invalidity or unenforceability will not affect the validity of any remaining clauses, which will remain in full force and effect as if the invalid or unenforceable clause was never a part of the Rules.

16. Language

    1. The Rules are made in the English language. Where there is any conflict in meaning between the English language version of the Rules or any translation in any other language, the English language version will prevail, and the translation will be for reference only.