In plain language: Denarii provides software. If something goes wrong, the most you can recover from us is what you paid us in the past year. We don't control your community, your members, or your credits. Your operator runs the network — we just provide the tools.
Denarii Network GmbH ("Denarii", "we", "us") provides a software-as-a-service (SaaS) platform that enables operators to deploy and manage closed community credit networks. The Denarii platform provides ledger software, member management tools, compliance dashboards, and audit trail infrastructure for operator-managed mutual-credit communities.
Denarii is a software provider, not a financial services provider. The platform does not:
Use of the Denarii platform does not constitute a financial service to operators or their members. Operators are responsible for determining the regulatory classification of their community credit network activities under applicable local law.
The operator ("Customer") is the legal entity or individual who subscribes to the Denarii platform and deploys a community network instance. By accepting these Terms, the operator agrees to the following:
Data Controller. The operator is the data controller under the General Data Protection Regulation (GDPR) and applicable data protection law for all personal data of their community members processed through the Denarii platform. Denarii acts as a data processor. The parties shall enter into a Data Processing Agreement (DPA) which forms part of this agreement.
Community Governance. The operator is solely responsible for:
Regulatory Compliance. The operator is solely responsible for ensuring that their operation of a community credit network complies with all applicable laws and regulations in their jurisdiction, including but not limited to data protection, consumer protection, anti-money laundering (AML), and financial services regulations. Denarii makes no representation that use of the platform satisfies any particular regulatory requirement.
Acceptable Use. The operator agrees not to use the Denarii platform for any unlawful purpose, to facilitate fraud or money laundering, to operate a network that misrepresents credits as having monetary value, or in any manner that would cause Denarii to incur legal liability.
To the maximum extent permitted by applicable law, the following limitation applies to all claims arising out of or related to this agreement or the Denarii platform:
"Denarii's aggregate liability arising out of or related to this agreement shall not exceed the total fees paid by the customer to Denarii in the twelve (12) months immediately preceding the event giving rise to the claim. This limitation applies to all causes of action in the aggregate, including breach of contract, tort, negligence, strict liability, and other legal theories."
This limitation of liability reflects a fundamental allocation of risk between the parties and is an essential element of the basis of the bargain between Denarii and the operator. Denarii would not have entered into this agreement without this limitation.
Nothing in these Terms shall limit or exclude either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by applicable law.
Credits recorded on the Denarii platform are internal accounting entries within a closed member community. Denarii makes no representation or warranty regarding credits, and operators must ensure their members are informed of the following:
Denarii does not guarantee the continuity, stability, or liquidity of any community credit network operated on the platform. Denarii is not liable for any loss suffered by members arising from the operation or discontinuation of a community network.
To the maximum extent permitted by applicable law, neither Denarii nor its officers, directors, employees, agents, or suppliers shall be liable to the operator or any third party for any of the following, even if Denarii has been advised of the possibility of such damages:
This exclusion applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.
The operator agrees to indemnify, defend, and hold harmless Denarii and its officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, judgments, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:
Denarii will provide the operator with prompt written notice of any claim subject to indemnification and will cooperate reasonably in the defense of such claim, at the operator's expense. Denarii reserves the right to assume exclusive control of the defense of any matter otherwise subject to indemnification by the operator.
Where Denarii processes personal data on behalf of the operator in connection with the provision of the platform, such processing is governed by the Data Processing Agreement (DPA) between the parties, which is incorporated by reference into these Terms.
The operator's collection and use of personal data from community members is subject to the operator's own privacy policy and data protection obligations as data controller. Operators must provide their community members with a compliant privacy notice that describes how personal data is collected and processed in connection with the network.
Denarii processes data in accordance with its Privacy Policy, available at denarii-network.polsia.app. By using the platform, operators accept Denarii's privacy practices as described therein.
Termination by either party. Either party may terminate this agreement by providing thirty (30) days' written notice to the other party. Termination does not relieve the operator of any payment obligations accrued prior to the termination date.
Termination for cause. Denarii may terminate this agreement immediately upon written notice if the operator:
Data export. Following termination, the operator may request an export of their community's ledger data. Denarii will make such data available in a standard machine-readable format for a period of ninety (90) days after the termination date, after which Denarii may permanently delete the operator's data. Denarii is not responsible for any loss of data following this ninety-day window.
Effect of termination. Upon termination, the operator's access to the platform will be suspended. Sections 3, 4, 5, 6, 9, and 10 of these Terms shall survive termination.
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of law provisions.
The parties submit to the exclusive jurisdiction of the courts of Frankfurt am Main, Germany for the resolution of any dispute arising under or in connection with these Terms. Notwithstanding the foregoing, Denarii reserves the right to seek injunctive or other equitable relief in any jurisdiction as necessary to protect its intellectual property or confidential information.
If the operator is a consumer (as defined under applicable German or EU law), mandatory consumer protection provisions of the operator's country of residence may apply in addition to these Terms.
Entire Agreement. These Terms, together with the Data Processing Agreement, any Order Form, and any other documents incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior agreements, understandings, negotiations, and representations, whether oral or written.
Severability. If any provision of these Terms is found to be invalid, unlawful, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or severed from these Terms if modification is not possible. The remaining provisions of these Terms shall continue in full force and effect.
Amendments. Denarii reserves the right to modify these Terms at any time. Operators will be notified of material changes at least thirty (30) days before the effective date of the change. Continued use of the platform after the effective date of any amendment constitutes acceptance of the revised Terms. If an operator does not agree to the revised Terms, they may terminate the agreement in accordance with Section 8.
Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
Assignment. The operator may not assign or transfer these Terms or any rights hereunder without Denarii's prior written consent. Denarii may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that Denarii gives the operator written notice of such assignment.
Force Majeure. Neither party shall be liable to the other for any failure or delay in performance caused by circumstances beyond that party's reasonable control, including acts of God, war, terrorism, labor disputes, internet disruptions, or actions of governmental authorities.
Contact. Questions regarding these Terms may be directed to Denarii Network GmbH via the contact information available at denarii-network.polsia.app or by email to the address provided on the platform's contact page. For pricing information, see our Pricing page.