IMPORTANT: These Offering Terms are legally binding between you and XGR.Network GmbH. They do not constitute legal advice to you. They are intended to reflect (and not contradict) the purchase/subscription mechanics described in the XGR MiCAR Whitepaper.
1. Scope and relationship to other documents
1.1 These XGR Offering & OTC Purchase Terms (the “Offering Terms”) apply to any participation in an offer to the public of XGR (the “Offering”) and/or any OTC subscription/purchase and settlement interfaces operated by XGR.Network GmbH (“XGR”, “we”, “us”, “our”). 1.2 These Offering Terms incorporate by reference the XGR MiCAR Whitepaper v2 (the “Whitepaper”). 1.3 The Whitepaper refers to a “public offer page” where certain offering parameters are displayed (e.g., phase start/end). In these Offering Terms, that page is the “Public Offer Page”. 1.4 References in these Offering Terms to information “shown on the Public Offer Page” are limited to items that the Whitepaper explicitly states are shown there (e.g., phase start/end and other parameters described in the Whitepaper). 1.5 In case of conflict between these Offering Terms and the general Terms of Use, these Offering Terms prevail for the Offering. In case of conflict between these Offering Terms and mandatory law, mandatory law prevails. 1.6 Nothing in these Offering Terms constitutes investment advice.
2. Eligibility; restricted persons; sanctions; self-declarations
2.1 You may only participate if you are legally permitted to do so under applicable law and the Whitepaper. 2.2 You must not be a person (or acting on behalf of a person) that is subject to sanctions, embargoes, or other restrictions, or located/established in a jurisdiction where the Offering is prohibited or restricted (see also the Whitepaper). 2.3 You must complete any eligibility confirmations required by the Offering interface (including checkbox/self-declarations). These confirmations form part of the contract for the Offering. 2.4 We may request additional information and perform checks (including sanctions/AML/CFT and fraud-prevention checks). We may reject, cancel, or unwind participation where required or permitted by law or risk controls.
3. Offer format (summary)
3.1 Type of Offering: public offer in rolling phases, as described in the Whitepaper. 3.2 Target group: retail and professional buyers, subject to any restrictions stated in the Whitepaper. 3.3 Payment method: EUR bank transfer (SEPA) to the published IBAN of XGR.Network GmbH, including the required order ID / payment reference as specified on the official Offering page and/or in the Whitepaper. No crypto payment methods and no cash payments. 3.4 Receiving address: you must provide an EVM-compatible wallet address to receive XGR. You are solely responsible for the correctness of that address and your ability to receive and hold XGR. 3.5 Token delivery and timeline: on-chain transfer from the Public Sale smart contract to the wallet you specify is performed as described in the Whitepaper, including the transfer time schedule.
4. Offer phases, acceptance, allocation, delivery
4.1 Phase length and subscription window: each phase is exactly 30 days (30 × 24 h) and phases roll over without gaps. The subscription window is the entire phase. The start and end of each phase are shown on the Public Offer Page (as referred to in the Whitepaper). 4.2 Phase cap / acceptance policy: tokens may be reserved for a limited period; orders are accepted only up to the phase cap minus outstanding reservations. Orders above that limit are not accepted, as described in the Whitepaper. 4.3 Allocation: “Allocation” refers to the point in time when purchased XGR are delivered on-chain to the wallet address specified by you, as used in and described by the Whitepaper. 4.4 Transfer time schedule: no later than within 3 business days after confirmed receipt of payment (bank reconciliation), an on-chain transfer to the specified wallet is performed, as described in the Whitepaper.
5. Safeguarding arrangements (funds and tokens)
5.1 Fiat deposits (EUR) are held in an account at a CRR credit institution during the withdrawal period, as described in the Whitepaper. Refunds are made to the buyer’s original payment account. 5.2 The XGR designated for sale are held in the Public Sale smart contract as described in the Whitepaper. Returned XGR (in case of withdrawal after allocation) are transferred back into the general pool as described in the Whitepaper. No custody of customer keys takes place.
6. Fees and costs
6.1 Subscription fee: the Whitepaper specifies a subscription fee of 0 (fee expressed in currency: 0; fee expressed in units: 0). 6.2 Network fees: on-chain transfers and transactions may incur network/transaction fees. Inevitable network/transaction fees are non-refundable (see also the Whitepaper). 6.3 Bank costs: your bank may charge fees for transfers. Any additional fees (if any) will be disclosed on the official Offering page before you participate.
7. Right of withdrawal and reimbursement notice (MiCAR)
7.1 Retail buyers have a right of withdrawal pursuant to Art. 13 MiCAR, as described in the Whitepaper. 7.2 You may exercise the right of withdrawal within the statutory period via the provided web form or by email, including the order ID and wallet address, as described in the Whitepaper. 7.3 Withdrawal results in reversal/refund in accordance with Sections 8 and the Whitepaper (see the refund mechanism and refund timeline there).
8. Refund mechanism and timeline
8.1 Refunds are processed via EUR bank transfer (SEPA) to the original payment account (the bank account from which the SEPA transfer originated), unless mandatory law requires otherwise. 8.2 Before allocation: the received amount is refunded to the sender’s original bank account. 8.3 After allocation: you send the allocated XGR back to the published Public Sale smart contract / contract address. Upon confirmed on-chain receipt, the originally paid amount is refunded to the same originating bank account. The returned XGR are transferred back into the general pool, as described in the Whitepaper. 8.4 Non-refundable costs: inevitable network/transaction fees are non-refundable. 8.5 Refund timeline: generally within 14 days after exercising the right of withdrawal or after cancellation; technical processing times (network/banking) may vary, as described in the Whitepaper.
9. Incorrect information; failed transfers; compliance holds
9.1 Incorrect wallet address: if you provide an incorrect or inaccessible receiving address, you bear the risk of loss. We are not responsible for delivery failures caused by your error. 9.2 Banking issues: SEPA transfers may be delayed, rejected, or reversed by banks. We are not responsible for bank processing issues outside our control. 9.3 Compliance holds: we may delay, hold, or refuse allocation/refunds where required for compliance or fraud prevention.
10. Risk disclosures (high level; non-exhaustive)
10.1 XGR is a utility crypto-asset intended to enable network-based functionality. It does not confer ownership, profit-sharing, creditor rights, or redemption rights against us unless mandatory law or explicit written terms provide otherwise. 10.2 XGR is not covered by investor compensation schemes and is not covered by deposit guarantee schemes. 10.3 Crypto-assets are risky and may lose value. Detailed risks are set out in the Whitepaper.
11. Complaints and communications
11.1 Complaints and questions regarding the Offering can be submitted to the contact channels published in the Whitepaper and/or shown on the Public Offer Page. 11.2 We aim to respond within the timeframe stated in the Whitepaper, subject to complexity and legal constraints.
12. Governing law
These Offering Terms are governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules. Mandatory consumer protection rules may still apply.
13. Severability
If any provision is held invalid or unenforceable, the remaining provisions will remain in effect.
↑ Back to top