General Conditions of Sale of Noteworthy AG

Welcome to www.noteworthy.ag – the website (“website”) of Noteworthy AG, a limited company registered in Zug, Switzerland, that offers crypto-backed physical notes.

The following terms and conditions govern the purchase of cryptonotes displayed on the website. By using or visiting the website or interacting with us using other means, you expressly agree to be bound by and to follow these General Conditions of Sale and all applicable laws and regulations governing the website. Noteworthy AG reserves the right to change these terms and conditions at any time, effective immediately upon posting on the website. 

1. Scope of application

Subject to alternative agreements between the contracting parties, these General Conditions of Sale (hereinafter “GCS”) apply for all current and future contractual relationships pertaining to Noteworthy AG (“Noteworthy“). General terms and conditions of parties contracting with Noteworthy (“Customers”) will only form an element of the contract with the express written agreement of Noteworthy.

2. Product of Noteworthy

Noteworthy prints and distributes physical cryptonotes (“cryptonote”), some of which contain an embedded microcontroller chip. Customers will be able to interact with their cryptonotes through the Noteworthy mobile app.

3. Offering 

All offers on the part of Noteworthy are subject to change without notice. Offers, supplementary agreements and other declarations by Noteworthy are required in writing for validity. Noteworthy delivers a cryptonote wallet valued at a predetermined denomination of Bitcoin. Noteworthy delivers the cryptonote to the Customer, a wallet containing the equivalent denomination printed on the note, according to the distribution options under Section 6 herein. 

4. Formation of Contract

The presentation of products and services on the website of Noteworthy is not a binding offer of sale, but represents a non-binding invitation to the Customer to submit a corresponding purchase offer (order) to Noteworthy.

The Customer may submit the purchase offer by telephone, e-mail or by completing an order on the Noteworthy website or a 3rd party partner website.

Website Orders

The Customer’s submission of the order by clicking on the “place order” button constitutes a binding offer to Noteworthy to conclude a purchase agreement. After selecting “place order” the Customer will be routed to a 3rd party payment platform to complete the Bitcoin transaction. 

After completing the transaction through a 3rd party platform, the Customer receives an email confirming receipt of the order which will contain further details regarding the respective transaction (automated order confirmation). Any automated order confirmation also does not constitute an acceptance of the Customer’s offer by Noteworthy, but merely informs the Customer that the order has been received by Noteworthy and the Bitcoin transaction has been initiated. 

A binding contract between the Customer and Noteworthy is only concluded if Noteworthy accepts the Customer’s offer within the period of 10 working days. Acceptance of the Customer’s offer by Noteworthy is made, if necessary, by means of a separate declaration in text form (order acceptance and/or receipt), e.g. by email. The declaration of acceptance by Noteworthy can also be made in another form or by telephone. 

In the event that Noteworthy does not separately declare acceptance of the Customer’s offer, no contract is concluded and the Bitcoin will be transferred back to the sending wallet address, less applicable fees.

Change orders submitted after Noteworthy has delivered the declaration of acceptance requires the written agreement by both parties. 

The presentation of products by Noteworthy does not constitute a recommendation to buy in the sense of investment advice. It is expressly pointed out that cryptocurrencies are subject to market fluctuations and Noteworthy cannot forecast future price developments.

Information provided by Noteworthy is for informational purposes only and should not be considered legal or financial advice.  You should consult with an attorney or other professional to determine what may be best for your individual needs.  Noteworthy does not make any guarantee or other promise as to any results that may be obtained from using this product. No one should make any investment decision without first consulting his or her own financial advisor and conducting his or her own research and due diligence. To the maximum extent permitted by law, Noteworthy disclaims any and all liability in the event any information, commentary, analysis, opinions, advice and/or recommendations prove to be inaccurate, incomplete, or unreliable or result in any investment or other losses.

The Customer must be at least 18 years old to place a valid order. 

5. Self Pick-Up / Delivery

Noteworthy delivers the Cryptonote by choosing one of the following options at its discretion:

Self Pick-Up

• Distribution Option 1: The Customer meets in person at a predetermined collection point in Switzerland or in the United States. Collection point locations are subject to change at the discretion of Noteworthy with a reasonable advance notice.

Delivery

• Distribution Option 2: Noteworthy delivers the Cryptonote to the Customer in Switzerland or in the United States at a commonly agreed date and location, e.g. the Customer’s home or business address

1. Self-Pick-Up

Customers utilizing Distribution Option 1 will be given predetermined options for the date, time and location for self pick-up. Noteworthy will send the Customer notification of appointment options available, confirmation of appointment and self pickup appointment details in text form.

2. Delivery 

Delivery is made exclusively to the agreed address, by personal delivery (courier) to the Customer himself. The Customer must be present at the time of delivery and must present valid identification documents. Authorization will not be given to any designated person for acceptance of delivery. Delivery to a post office box, packing station or similar acceptance facility is not permitted.

Self Pick-Up and Delivery Appointments

Scheduling, Coordination and Confirmation

A Noteworthy representative will coordinate with the customer over email to confirm details of self-pick up. The Customer must accept self pick-up or delivery appointment details through confirmation in text form.

Cancellation and Rescheduling

If the Customer is unable to attend a scheduled self-pickup appointment, the Customer may cancel or reschedule the appointment. Cancellations must occur no less than seventy two (72) hours prior to the appointment time.  Appointments can be canceled or rescheduled by emailing sales@noteworthy.ag.

If the Customer cancels or reschedules the appointment with less than 72 hours notice or fails to pick-up the ordered cryptonote at the agreed place and time, the Customer will be given one or more of the following options:

Option 1:  The Customer is given the opportunity to reschedule a delivery appointment subject to an additional fee. The rescheduled appointment must be confirmed within 5 business days of the original appointment time and is subject to availability. 

Option 2:  The Customer is given the opportunity to reschedule a self pick-up appointment subject to an additional fee. The rescheduled appointment must be confirmed within 5 business days of the original appointment time and is subject to availability. 

Option 3:  The Customer is given the opportunity to cancel the order. In this case the Customer’s cryptocurrency will be returned- an amount equivalent to the total of the denomination of the note(s) less applicable fees.

At its own discretion, and after at least one reminder by text, Noteworthy can dissolve the purchase contract unilaterally and charge cancellation fees. 

If applicable, Noteworthy will return the Customer’s cryptocurrency, less applicable fees, to the Customer’s original wallet used to make the purchase of the cryptonote. The customer must confirm the wallet address by providing Noteworthy with the originating wallet address which will then be matched to the wallet address used to complete the initiating transaction. These addresses must be identical, and must be confirmed by the Customer in writing. 

Noteworthy takes no responsibility for and is not liable for the Customer’s ability to access the originating wallet address. In the event the Customer is unable to access the originating wallet he/she should contact the originating wallet address platform’s customer service department, if possible.

A confirmation email will be sent to the Customer by Noteworthy, approving the transaction of cryptocurrency back to the Customer to the original email address and will include the amount to be transacted less applicable fees. The Customer must confirm the details of this transaction in writing.

After the transaction has been initiated and confirmed as completed through a block explorer the Customer will be notified the cryptocurrency has been sent to the originating wallet address.

In the event the Customer fails to choose one of the options presented to them and/or fails to communicate with Noteworthy within a reasonable timeframe, Noteworthy will follow local applicable laws for the handling of abandoned or dormant assets.

Cryptonote Storage

In the event the Customer cancels, reschedules or fails to attend the first scheduled appointment for delivery or self pick-up the cryptonote will be kept in secure storage by Noteworthy as a courtesy to the customer.

Noteworthy is not liable damages or responsible for the secure storage of the cryptonote in the event the Customer cancels, reschedules or fails to attend the originally scheduled pick-up or delivery appointment.

Fees

Fees may include but are not limited to Noteworthy reservation fees, Noteworthy order fees, and costs associated with restocking, storage, security, delivery courier (including related travel expenses), Bitcoin transaction fees, and 3rd party payment processing fees.

Should delivery be prevented or delayed for reasons not occasioned by Noteworthy (for example, force majeure, stoppages, lack of raw materials, lack of transportation, strike), the delivery date will be extended for the duration of the hindrance in question. In the case of impossibility or unreasonableness of delivery, Noteworthy will be released from its delivery obligation. Claims in damages for delayed performance or possible claims due to delayed performance or non-performance may only be asserted in the case of wrongful intention or gross negligence on the part of Noteworthy and will be limited to the value of the purchase price.

Noteworthy 1 BTC cryptonotes are available for sale exclusively to Customers who have a residence or the opportunity to collect the Cryptonotes in:

• Switzerland
• USA

Bill of Sale

By signing the bill of sale the customer agrees there are no discernible defects or is accepting the cryptonote with the defects and forfeits rights to any replacement of the note due to the accepted defects.

3. Inspection obligations 

Upon delivery, the Customer must inspect the cryptonotes for obvious defects. Obvious defects are to be notified to Noteworthy immediately and before signing the Bill of Sale required for the transfer of the cryptonote to the Customer. 

If defects are noted the customer has the option to accept the cryptonote “as is” or will be given the opportunity to cancel the order or reschedule the delivery or self pick-up of a replacement note, otherwise rights regarding defects will expire.

Examples of obvious defects may include, but are not limited to:

• damage to the cryptonote in the form of physical damage to the paper or its security features
• defect or removal of the tamper-evident foil covering the private key
• invalid or unreadable cryptocurrency wallet address (public key) displayed at the center of the reverse side of the note.
• incorrect denomination of value as confirmed through a cryptocurrency block explorer and/or the Noteworthy app

Hidden defects are to be notified within 5 working days of discovery by the Customer through the Noteworthy customer support platform on the Noteworthy.ag website or by emailing support@noteworthy.ag.

• private key is not working or does not match the wallet address
• chip doesn’t work or stops working
• unable to read the private key (private key is damaged during removal of the foil)

QR code readability is device dependent and Noteworthy does not guarantee the readability of the QR codes printed on the note. QR codes are offered and printed on the cryptonotes as a convenience for interpretation of the public and private key both of which can be entered manually when needed.

Noteworthy makes no guarantee regarding the security of crypto assets held in the cryptonote wallet once the security foil has been removed, tampered with or private key exposed.

Notices of defects must be made in writing by contacting Noteworthy customer support at support@noteworthy.ag and must contain an exact description of the type and extent of the defect.

In no case shall the Customer provide the private key or the private key QR code in written text or image form, doing so releases Noteworthy from any liability and disqualifies any guarantees, replacements, or refunds.

6. Price and Payment Terms

Unless agreed otherwise, prices are in Bitcoin Swiss francs without VAT, charges, customs duties, shipping, packaging, insurance, authorizations and certifications etc. 

The prices confirmed in writing by Noteworthy are binding. Price changes that are permissible for (a) retroactive change orders and (b) price changes on the part of its suppliers that are unforeseeable for Noteworthy are exempt from this. Noteworthy shall inform the Customer promptly of any price change. The Customer has the (final and conclusive) right to withdraw from the contract within three (3) business days after receiving the price change notification.

Unless agreed otherwise, all invoices by Noteworthy must be paid and are due net within ten (10) days after the invoice date. The Customer is responsible to pay any imposed taxes, customs duties and levies and is obliged to submit all necessary applicable declarations to official authorities.

7. Defects and Liability

Noteworthy is not responsible for errors or malfunctions, such as e.g. natural wear and tear, force majeure, improper handling or use, interventions by the Customer or by third parties, excessive strain, unsuitable operating supplies, interference by other machines and facilities, unstable power supply, special climatic conditions or unusual environmental influences. 

Noteworthy is not responsible for 3rd party software, hardware or other means of interface used to transact with the cryptonote or to transact and interact with cryptocurrency.

Noteworthy is not responsible for improper execution of cryptocurrency transactions to or from the cryptonote’s wallet address nor is it responsible for improper storage or access to its private key.

When notification of defects are deemed justified by Noteworthy and submitted by The Customer in accordance with this document, Noteworthy “is entitled to carry out supplementary performance; namely” it may replace the cryptonote within a reasonable period and will require return of the disputed material.

In order to qualify for a replacement of the cryptonote in question must be delivered to and received by Noteworthy and must include the original intact foil covering the private key in its entirety and the wallet address printed on the note must contain an amount of cryptocurrency equivalent to the denomination printed on the note.  Noteworthy will use block explorer data to determine the value of the cryptonote wallet upon receipt of the original cryptonote. In addition, the cryptonote wallet address must match the serial number associated with the note. Other security features may be inspected to ensure the authenticity of the note.

In addition, within the scope of statutory law, all claims for compensation including any reimbursement of expenses or consequential losses due to defects are precluded.

Use of the disputed cryptonotes as well as their return is subject to the express written agreement of Noteworthy. If products are returned, the Customer is responsible for proper shipping. Noteworthy will provide packing and shipping instructions and materials for the return of the disputed note. The Customer agrees to use these materials and follow the shipping instructions otherwise forfeiting any rights to a dispute or defect of the note.

Owing to the technical particularities of the Internet, blockchain technology, cryptocurrency and cryptographic technology, Noteworthy disclaims any express or implied guarantee with regard to the error-free or seamless availability of services while utilizing such technologies. Noteworthy cannot rule out the possibility that an unauthorized third party might illegally gain access to the information system, might misuse data provided by the Customer, or access digital assets held in the Customer’s wallet. Noteworthy may not be held liable for any damage and expenses resulting from any such access or misuse. Noteworthy may likewise not be held liable for any damage and expenses resulting from any damage incurred by the information system of the Customer as a consequence of using the Noteworthy website or app, specifically any damage incurred by the information system occasioned by destructive programs such as viruses, worms, and Trojan horses. Any use of proprietary hardware (including printer), operating system software and telecommunication equipment for purposes of using the services of Noteworthy shall be at the risk and expense of the Customer. The Customer agrees that Noteworthy shall at no time be required to provide technical or any other kind of support for specific software, operating platforms or operating systems.

Except in jurisdictions where such provisions are restricted, in no event will Noteworthy be liable to the Customer for any indirect, consequential, exemplary, incidental, special or punitive damages, including also lost profits, even if Noteworthy has been advised of the possibility of such damages.

8. Utilisation

The Customer is responsible for the use of the products as well as for combining them with other products. While utilizing these products, the Customer must exercise required care as well as observe all instructions by the manufacturer and by Noteworthy. 

9. Violation of the Terms

The Customer understands and agrees that by Noteworthy’s sole discretion, and without prior notice, Noteworthy may terminate Customer’s access to the Website, cancel orders or exercise any other remedy available. Noteworthy may also remove any unauthorized content, if Noteworthy believes that the content provided has violated or is inconsistent with these GCS, violated the rights of Noteworthy or the applicable law. Customer agrees that monetary damages may not provide a sufficient remedy to Noteworthy for violations of these terms and the Customer consents to injunctive or other equitable relief for such violations. Noteworthy may release Customer information if required by law or requested by authorities, or if the information is necessary or appropriate to release to address an unlawful or harmful activity. 

10. Export

The Customer is responsible for complying with all pertinent domestic and foreign export regulations. 

The Customer informs himself in time (before order placement) about the import regulations in the respective country. Noteworthy does not take over customs duties for shipping items from Switzerland or the United States or for products that are picked up in Noteworthy offices in person. Possible costs for the import are paid solely by the Customer without exception. 

11. KYC-Process

All acceptance of orders is subject to a compliance process including but not limited to know-your-customer, anti-money laundering sanction lists procedures and controls. At its discretion Noteworthy can refuse any order, including any order following a previously accepted order, or business relationship of any kind, at any time without any right, including but not limited to damages, for the Customer.

12. IP Rights

Noteworthy has copyrights to all pictures, films and texts published on the Website, its social media accounts and the Noteworthy app. Use of such images, films and texts is not permitted without the express consent of Noteworthy.

13. General provisions

Should parts of these terms of contract be or become inoperative or unworkable, the validity of all remaining provisions will remain without prejudice therefrom. Any such ineffective provisions will be replaced by effective or workable provisions of the closest possible economic equivalence.

All amendments, supplements or variations to these general terms of contract are required in writing.

Noteworthy may change the GCS at any time. The changes shall be notified to the Customer in an appropriate manner and can be viewed at any time on the Noteworthy Website. The amendments shall be deemed accepted if the Customer does not object in writing before the amendment comes into force.

14. Applicable law and Jurisdiction

The Website is controlled and operated by Noteworthy. If there is any dispute about or involving the Website and/or the services offered to the Customer through the Website or by any other means, Customer agrees that the dispute will be governed and construed by Swiss law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG).

The customer is responsible for compliance with all local regulatory guidelines related to cryptocurrency and digital assets. Noteworthy is not responsible for compliance in jurisdictions outside Switzerland and US nor is it responsible for the customers actions when transacting in cryptocurrencies on 3rd party platforms.

Exclusive legal venue is the ordinary courts in Zug, Switzerland. Noteworthy is also entitled to legally pursue its claims against the Customer in the latter’s own domicile.

Zug, September 12, 2022