applicable as of 01. August 2022
1.1 The general terms and conditions herein ("BEST 2.0 TC") govern the business relationship regarding the "Bitpanda Ecosystem Token 2.0" ("BEST") between BEST Holders (as defined below) and Bitpanda GmbH.
1.2 The provisions of the general terms and conditions of Bitpanda group ("Group TC") as well as the Annexes and Definitions of the Group TC, available under https://www.bitpanda.com/en/legal/bitpanda-group-general-terms-conditions and the general terms and conditions of Bitpanda GmbH, available under https://www.bitpanda.com/en/legal/bitpanda-general-terms-conditions are hereby agreed upon.
1.3 Bitpanda GmbH has issued the BEST. BEST is an ERC20 token on the Ethereum Blockchain. BEST can either be acquired via Bitpanda Systems or other third party exchanges. For these BEST 2.0 TC, BEST Holders means a Bitpanda Client who currently holds BEST ("BEST Holder").
2.1 Material Changes (as defined below) to the BEST 2.0 TC, including this point, require the explicit or implied agreement with the BEST Holder.
2.2 Material Changes are any changes or amendments (i) with respect to a primary obligation (Hauptleistungspflicht) or (ii) that significantly alter the contractual relationship in a way that they tantamount to the conclusion of a new agreement. For instance (without being limited thereto), any changes or amendments to payment obligations of the BEST Holder, restrictions for the BEST Holder with regard to the acquisition and disposal of financial instruments, or any restrictions of the obligation on Bitpanda Systems to take into custody (verwahren), administer (verwalten) or secure (sichern) BEST for the BEST Holder would qualify as such Material Changes.
2.3Other changes or Editorial Changes (as defined below) to the BEST 2.0 TC which do not qualify as Material Changes, may be made for objectively justified reasons at any time and become effective:
2.3.1 if no specific effective date is indicated: at the earlier of (i) the BEST Holder explicitly accepting the amended BEST 2.0 TC (for example on Bitpanda Systems) or (ii) two months having passed after the publication such changes or amendments, subject to the BEST Holder not objecting under point 2.4; respectively.
2.3.2 if a specific effective date (after the publish date) is indicated: at the later of (i) the specified effective date and the (ii) earlier of (a) the BEST Holder explicitly accepting the amended BEST 2.0 TC (for example on Bitpanda Systems) or (b) two months having passed after the publication such changes or amendments, subject to the BEST Holder not objecting under point 2.4.
2.4 The BEST Holder’s consent shall be deemed granted if the BEST Holder doesn't object in textform or electronically (e.g. by e-mail or via the Bitpanda Client Account). In the amendment offer, the BEST Holder is informed that (i) its silence by failing to object in writing or electronically (e.g. by e-mail or via the Bitpanda Client Account), within the deadline as set out in point 2.3.1 or 2.3.2, shall be deemed as consent to the amendments, as well as that (ii) a Bitpanda Consumer Client shall have the right to terminate its contract and the services agreed under the contract without notice until the amendments take effect.
2.5 Without the BEST Holder’s explicit consent, other changes may only be made for good reason and only provided there has been a risk weighing, properly balancing the interest of Bitpanda or the community of the BEST Holder’s against the interest of the BEST Holder, i.e.:
2.5.1 due to the offering of new services, which are either free of charge or may not or only optionally be utilized by the BEST Holder;
2.5.2 there are no disadvantages to the BEST Holder;
2.5.3 due to regulatory or tax law requirements;
2.5.4 due to the change of service providers or contractors;
2.5.5 due to the need to have consistent BEST 2.0 TC due to Bitpanda’s international expansion;
2.5.6 the amendment or implementation of secondary obligations; or
2.5.7 any reasons comparable to the ones described above.
2.6 Editorial Changes are changes to clarify unclear provisions, adjustments to formats or fonts.
2.7 For Bitpanda Business Clients, Material Changes may be affected according to points 2.3 and 2.4.
3.1 BEST is a pure trade token (also known as a no-rights token) and therefore does not convey any claims or rights - however structured - beyond ownership rights of BEST. In particular, BEST does not convey or represent any rights, claims or entitlements on whatever legal basis, contingent or actual, against Bitpanda GmbH, any of its Affiliates or any other third parties. In particular, BEST does not convey or represent any rights or entitlements to (i) use BEST for the payment of fees, costs and other charges on Bitpanda Systems or (ii) to interest, dividend payments, (re-)payments of capital, voting rights, or any right associated with corporate decision making.
3.2 Therefore, no form of partnership, joint venture or any similar relationship or any entitlement (Anwartschaft) on such status between any BEST Holder on the one side and Bitpanda GmbH, any of its Affiliate or any other third parties on the other side is established, by holding BEST.
3.3 For the avoidance of doubt, Bitpanda GmbH may offer loyalty benefits to participants in the Bitpanda System. These loyalty benefits may require the holding of BEST. The offering of such loyalty benefits (or any other benefits in the Bitpanda System) does not, and shall not be construed to purport, any rights, claims or entitlements connected to BEST.
3.4 BEST is to be treated as untouchable movable thing (unkörperliche bewegliche Sache) as defined under Austrian law.
3.5 BEST does not qualify as any currency that is legal tender (Währung), electronic money (E-Geld), means of payment (Zahlungsmittel) and/or commodities (Waren inklusive Handelswaren).
3.6 BEST are not securities and do not carry with them any rights as may be commonly associated with securities. Consequently, there is no capital market prospectus and capital market regulation does not apply to BEST.
3.7 Bitpanda may decide how to handle forks or splits of BEST. Respectively, Bitpanda may decide – in particular but not limited – to keep any forked or split new token(s)/coin(s), hand out forked or split new token(s)/coin(s) to its holder, provide or not to provide wallets for any forked or split new token(s)/coin(s), etc.
4.1 This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction.
4.2 By accepting these BEST 2.0 TC, you confirm, that you
4.2.1 are not a citizen or resident of a country, whose legislation conflicts with the acquiring or holding of BEST (e.g., not a citizen or resident of the USA or Peoples Republic of China);
4.2.2 are legally permitted to acquire, receive, use, hold, exchange and transfer BEST in all jurisdictions being relevant for, or applicable to, you
4.2.3 take responsibility for any restrictions and risks associated with your decision of acquiring, receiving, using, holding and exchanging or transferring BEST;
4.2.4 are not acquiring, receiving or using BEST for any illegal purposes.
4.3 The BEST Holder is solely responsible for complying with any laws, rules and regulations, in particular restrictions, governing the acquisition, receipt, use, holding, exchanging and/or transferring BEST.
4.4 The Best Holder understands the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens and blockchain-based software systems (including but not limited to ERC20 token such as BEST);
4.5 The BEST Holder cannot influence the smart contract system(s) which are in place and/or will be put in place with respect to BEST (only Bitpanda GmbH as the issuer of BEST may influence and amend such systems).
5.1 Acquiring, receiving, using, holding and exchanging or transferring BEST entails risks, and not only opportunities.
5.2 Bitpanda GmbH, the Affiliates and/or persons related to Bitpanda GmbH, hold, individually or jointly, a significant portion of the total supply of BEST. These persons may sell or otherwise transfer, at once or in smaller or larger portions, the BEST held by them. This may affect the price of BEST.
5.3 In particular, but without limitation, the risks mentioned in point 23 of the Group TC apply.
6.1 Priority of BEST 2.0 TC. Any terms and conditions of you are excluded from being applicable on the relationship between you and Bitpanda.
6.2 The BEST 2.0 TC shall continue to apply even after termination of the business relationship until complete settlement.
6.3 Contractual language. The BEST 2.0 TC are made and published in various languages. In case of any discrepancies or in case of dispute the German language version of the BEST 2.0 TC shall prevail