Marketplace Terms (AGB)

§ 1 Scope and definitions

NC AGENTIC GmbH (the "Platform") operates TokenXchange at trading.token-xchange.ai, a B2B intermediation marketplace for resale capacity of AI-token usage rights ("Mtok", see § 17). The Platform is not a party to the trades concluded between users, is not a reseller or custodian, and handles no payments (settlement occurs off-platform directly between the parties). Users are exclusively entrepreneurs, enforced by KYB. The Platform is a hosting/intermediation service within the meaning of Regulation (EU) 2022/2065 (DSA). These Terms are provided in a clear, intelligible and machine-readable form (Art. 14(1) DSA).

§ 2 Registration and KYB hard gate

Listing or trading is possible only after successful KYB verification (hard gate). Verification may expire or be revoked; the marketplace functions then pause until re-verification. KYB is a voluntary, risk-based diligence measure of the Platform to confirm the counterparty's entrepreneur status and integrity; it is not a statutory anti-money-laundering programme (the Platform is, on the current assessment, not an obliged entity under § 2 GwG).

§ 3 Marketplace mechanics

Listings, a strict two-round counter-offer process, and conclusion of a trade by dual confirmation (WebAuthn step-up authorised). This confirmation is an authentication-grade dual confirmation and not a qualified electronic signature (no AdES/QES). The contract content is bound via a terms_hash and documented as a contract PDF. The Platform retrieves and stores the Terms and the dual-confirmed trade record in reproducible form (§ 312i(1) sent. 1 no. 4 BGB). The remaining duties under § 312i(1) sent. 1 nos. 1–3 and sent. 2 BGB and Art. 246c EGBGB are excluded in B2B dealings (§ 312i(2) sent. 2 BGB).

§ 4 Fees and invoices

The Platform charges the seller (trader) an intermediation fee of 250 basis points (2.5 %), fixed at conclusion of the trade. Invoicing is monthly. The fee is the Platform's own taxable supply; the place of supply is where the seller is established (§ 3a(2) UStG). For sellers established in another EU member state, the invoice is issued net with a reference to the reverse charge ("Steuerschuldnerschaft des Leistungsempfängers", Art. 196 VAT Directive); the seller warrants the validity of its VAT-ID and consents to its confirmation under § 18e UStG. VAT on the underlying trade between the trading parties is solely their responsibility; the Platform assumes no deemed-supplier role. The trader consents to electronic invoicing (ZUGFeRD/EN 16931, § 14 UStG); the structured XML file is authoritative.

§ 5 Seller warranties

The trader assumes a guarantee / procurement risk (§ 276 BGB) that it holds a valid, subsisting upstream provider contract and an unrestricted right to resell and assign the listed capacity, and that the transfer does not breach any upstream anti-assignment, no-resale, single-organisation or service-bureau terms; and that its listings are lawful, accurate and non-infringing. The trader acknowledges that an assignment made in breach of a contractual prohibition is void under § 399 Alt. 2 BGB and that § 354a HGB does not cure it; the trader therefore bears, vis-à-vis the buyer, the risk of initial impossibility (§ 311a(2) BGB, performance interest). The seller is liable for Verität (existence and transferability of the right), not for Bonität, unless expressly guaranteed. Any release (Freistellung) granted by the trader to the Platform is fault-based and limited to specifically identified claims (with notification and cooperation duties); no blanket or fault-independent release is agreed.

§ 6 Buyer obligations

The buyer uses the acquired capacity on its own responsibility and in compliance with all applicable rules, in particular the value-chain and deployer/oversight duties under the EU AI Act (Reg. (EU) 2024/1689, Art. 25 and Art. 26) and the upstream provider's terms. Onward transfer in breach of upstream terms is prohibited. The buyer bears the upstream-precariousness risk (existence, transferability and usability of the capacity) subject to the statutory and contractual warranties.

§ 7 Platform role and disclaimers

The Platform gives no warranty as to the counterparty's performance, the transferability or validity of the upstream contract, token quality, or upstream provider availability. It is a record-keeper and intermediary and is not a crypto-asset service provider, payment service, e-money institution or investment firm. Listing visibility and ranking are neutral and deterministic (no paid placement); these are the main ranking parameters (§ 5b(2) UWG). The entrepreneur status of listing traders is disclosed (§ 5b(1) no. 6 UWG).

§ 8 Liability

The Platform is liable without limitation for intent and gross negligence and for injury to life, body or health. For simple negligence the Platform is liable only for breach of a cardinal duty (wesentliche Vertragspflicht) — i.e. a duty whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the contracting party may regularly rely —, and there limited in amount to the foreseeable damage typical for the contract (not excluded). No liability is assumed for the off-platform performance of the trade or for the conduct of the trading parties. § 311(3) BGB (reliance liability) remains unaffected; there is no blanket self-exoneration for negligent breach of ancillary duties. No validity-preserving reduction applies; invalid clauses are replaced under § 21.

§ 9 Disputes

The Platform's role is limited to correcting the recorded state. The commercial dispute lies exclusively between the parties involved.

§ 10 Data protection, confidentiality, price information

The privacy policy applies; the controller is NC AGENTIC GmbH (Art. 6(1)(b), (c) and (f) GDPR). Personal data that is subject to erasure is crypto-shredded; invoice, fee and KYB-decision records are instead retained under the statutory retention obligations (§ 14b UStG, § 147 AO, § 257 HGB; Art. 17(3)(b) GDPR) — statutory minimum 8 years, conservatively 10 years. The parties maintain confidentiality. When handling price information the competition-law framework must be observed; competitively sensitive information is not exchanged beyond what the transaction requires.

§ 11 Term, termination, suspension

Use may be terminated; on KYB expiry or violation the Platform may restrict or suspend functions. Any restriction or suspension is stated with reasons on a durable medium; full termination of the platform-use relationship is subject to a 30-day notice period (exceptions: legal duty, imperative reason, repeated breach, fraud or security risk). Open trades and invoices remain unaffected.

§ 12 Changes, governing law, jurisdiction

Changes to these Terms are notified on a durable medium with at least 15 days' advance notice; changes are not retroactive (save for a legal duty or where beneficial to users). Continued use after the change takes effect constitutes acceptance. German law applies (Art. 3 Rome I) to the exclusion of the UN Sales Convention (CISG). The place of jurisdiction is Hamburg (§ 38 ZPO). Should any provision be invalid, the remainder remains effective; the invalid provision is replaced under the mechanism in § 21. Changes require text form.

§ 13 Force majeure and availability

There is no availability commitment (no SLA); operation is best-effort. Force majeure — including upstream provider outages — releases the Platform from its performance obligation for the duration of the event.

§ 14 Intellectual property and licence

Platform content and the contract-PDF and terms_hash artefacts belong to the Platform. For listing text supplied by the trader, the trader grants the Platform a non-exclusive, narrowly limited licence solely to host, display and record the content for the operation of the marketplace; no further use, exploitation or commercialisation of the content takes place.

§ 15 Set-off and assignment

Set-off is permitted only with undisputed or finally adjudicated claims. Assignment of claims under the platform-use relationship requires the Platform's consent. This does not affect the assignment of the traded capacity between the parties under § 18.

§ 16 Incorporation and language precedence

These Terms are incorporated upon registration (§ 305(2) BGB, relaxed in B2B dealings under § 310(1) BGB). In case of discrepancies, the German version prevails over the English translation.

§ 17 Legal nature of the traded units (Mtok)

"Mtok" denote prepaid AI compute capacity — a contractual usage right redeemable solely against the issuing provider for AI inference. Mtok are not crypto-assets (no distributed-ledger or comparable technology within the meaning of Art. 3 of Reg. (EU) 2023/1114 — MiCAR; the Platform's audit log is a centralised, tamper-evident record, not a distributed blockchain), not a financial instrument (§ 2 WpHG / Annex I Sec. C of Dir. 2014/65/EU — MiFID II), not e-money (§ 1(2) ZAG) and not a means of payment (§ 2(1) no. 10 ZAG / Art. 3(k) PSD2). No investment or return is promised. The Platform provides no payment service and holds no client funds.

§ 18 Legal nature of the intermediated transaction

The transaction intermediated between trader and buyer is a sale of a right (Rechtskauf, § 453(1) BGB) in the claim to prepaid AI-API capacity; conveyance is by assignment (§§ 398, 413 BGB), to which §§ 433 ff. BGB apply accordingly. The object is determined or determinable by provider, model, Mtok amount and validity. It is not a consumer contract for digital products; §§ 327 ff. BGB do not apply.

§ 19 Consumer exclusion and entrepreneur confirmation

The marketplace is directed exclusively at entrepreneurs (§ 14 BGB), legal persons and partnerships with legal capacity; consumers (§ 13 BGB) are excluded. The user confirms its entrepreneur status on registration and per transaction for each trade; this confirmation is recorded with role, identifier and timestamp. A person who creates the appearance of entrepreneur status cannot, in good faith (§ 242 BGB), invoke consumer protection. There is no right of withdrawal or distance-selling consumer protection in B2B dealings. This provision is not a burden-of-proof or confirmation clause to the user's detriment within the meaning of § 309 no. 12 BGB.

§ 20 Contact points, notice and action (DSA)

The single electronic contact point for authorities (Art. 11 DSA) and for recipients (Art. 12 DSA — not solely automated) is kontakt@token-xchange.ai. Illegal listings can be reported via this point under Art. 16 DSA (notice-and-action); a statement of reasons is provided for decisions under Art. 17 DSA. The Platform is under no general monitoring obligation (Art. 8 DSA); the hosting liability exemption under Art. 6 DSA remains unaffected. As the Platform is established in the EU, no legal representative under Art. 13 DSA is required.

§ 21 Severability replacement and final provisions

If any provision of these Terms is or becomes invalid, it is replaced by a valid provision that comes closest to the economically and legally intended result; a mere validity-preserving reduction of an over-broad clause does not take place. Notices require text form. The German version of these Terms prevails.

As of June 2026.