The following terms of service (hereinafter "TOS") are the rules under which Artsquare.Io (Uk) Limited, a limited liability company registered in England and Wales with company no. 11929800 and registered office at 20 Little Britain, London, England, EC1A 7DH (hereinafter, "ArtSquare") regulates the access to and use of its technological and e-commerce platform, accessible through the website www.artsquare.io (hereinafter, the "Platform"). Through the Platform, ArtSquare offers to the registered users of such Platform (hereinafter, the "Client" or "User") the possibility of using the services offered by ArtSquare referred to in the below Article 5. ArtSquare is the owner of all intellectual property rights arising from or regarding the Platform, the relevant source code of the software and each relevant logo and registered trademark, as better specified in the following Article 11.
These TOS constitute the conditions of the agreement with ArtSquare and are legally binding from the moment they are accepted by the User. Accordingly, by accepting the TOS, the User enters into a legally binding agreement with ArtSquare (hereinafter, the "Agreement"). As a result of the acceptance of the TOS, the User and ArtSquare are each a Party and, jointly, the Parties to this Agreement.
ArtSquare reserves the right to modify these TOS at any time. In this case, any change shall be communicated to the User by prior notice through the e-mail address provided by the latter upon registering into the Platform. Alternatively, the User will be asked to accept the new version of the TOS upon accessing the Platform for the first time after the change has occurred.
1.1 In order to successfully access the Platform (hereinafter, "Login") the User has to complete the Sign Up procedure and register on it for the first time by entering their email address and choosing a password which, therefore, shall constitute, from the completion of the registration onwards, the univocal credentials for the Login on the Platform (hereinafter, the "Login Details").
1.2 The User must have the minimum age of 18 years at the time of the registration on the Platform. To this extent, any new User confirms and warrants, under their own responsibility: (i) to be at least 18 years old and to have full power and authority to enter into this Agreement; (ii) that their consent is consciously given to the processing of personal data, so as required by the current General Data Protection Regulation as enacted by, and pursuant to, the provisions of the Data Protection Act 2018; (iii) to have not previously been rejected or removed/suspended/restricted from using the Platform, (iv) to be not violating any other agreement to which the User is a party in entering into this Agreement, (v) that any money used on the Platform does not originate from any criminal activity that is unlawful or could be considered unlawful by any relevant jurisdiction, (vi) will not use the Platform if any applicable laws in their country prohibit from doing so, and (vii) in case of a User acting on behalf of legal entity, to have full power to enter into this Agreement and operate on behalf of such legal entity ant that the latter satisfies all the above requirements from (iii) to (vi).
1.3 The User is the sole responsible for maintaining the confidentiality of their Login Detail and must notify immediately to ArtSquare any loss of exclusive control over this information. In the absence of such notification, the User shall be held responsible for any potential operation carried out through the use of such credentials.
1.4 Any operation carried out through the use of the Login Details shall be deemed to have been carried out by the User to whom the Login Details belong. Additionally, the User agrees that ArtSquare can use and track, as evidence of the operations processed, any data found through the IT system, also for the purpose of ensuring the correct functioning of the Platform.
2.1 By completing the first Login process, the User accesses their own reserved area on the Platform, through which they can receive the services offered by ArtSquare (hereinafter, the "ArtSquare Account").
2.2 In order to complete the registration on the Platform, the User shall be required to complete their ArtSquare Account by providing the requested data and the information on how to receive payments, which may include certain personal information, including but not limited to, full name, address, telephone number, additional e-mail address, date of birth, residency, citizenship, tax number, and information regarding the User’s bank account details. From time to time, if so necessary for compliance purposes, ArtSquare may ask for additional information or documents copies such as a copy of the User’s passport, proof of addresses or any other identifying documentation. The User declares and confirms that any personal data provided is real and truthful and undertakes that any such data will be kept up to date for the entire term of this Agreement. Finally, the User is aware that all the information required for the completion of the ArtSquare Account is necessary for the provision of the services referred to in the following Article 5 of this TOS.
2.4 Through the ArtSquare Account, the User shall be able to purchase and sell fractions of the artworks listed and made available for sale on the Platform by ArtSquare, operating as e-seller. Each fraction, that will represent a percentage of the total market value of the relevant listed artwork, shall be available to the User in the form of a certified unit of cryptographic information through the blockchain technology (hereinafter the "Token" and "Tokens"). All the Tokens purchased by the User shall be stored in their digital portfolio (hereinafter, the "Portfolio") and the User shall be allowed to decide whether their Portfolio will be visible to the other Users of the Platform or not though a specific option available within their ArtSquare Account. Because of the nature of the Tokens, the purchase is not subject to
2.5 Without prejudice to the provisions referred to in Article 1.3 above, and without ArtSquare being in any way responsible for the activities carried out through the aforementioned ArtSquare Account, ArtSquare reserves the right to access the User's ArtSquare Account, without the consent of the User, to solve technical issues. Furthermore, ArtSquare reserves the right to access the ArtSquare Account in the event of suspicion of illegal activities carried out by the User through their ArtSquare Account or if requested to do so by judicial authorities.
2.6 By accepting these TOS, the User declares to have understood and acknowledges the purpose and functionality of the Platform accessible through the ArtSquare Account and the relevant functionalities, in consideration of which, also taking into account their needs and its own devices, has come to the decision to enter into this Agreement. ArtSquare, therefore, assume no responsibility for this choice and the User remains solely responsible for it.
2.7 In case of an interruption of the services offered through the ArtSquare Account, or if a technical failure or malfunction of the Platform depending on ArtSquare occurs, the User can contact the ArtSquare helpdesk service via the e-mail firstname.lastname@example.org In this circumstance ArtSquare, while not assuming any responsibility for the interruption of the service, undertakes to process the request within a reasonable and necessary time for the resolution of the issue, also taking into consideration the seriousness of the event.
2.8 Should maintenance interventions relating to the Platform become necessary, ArtSquare may, in case of urgency, temporarily suspend the ArtSquare Account, even without notice to the Users.
3.1 The User undertakes to provide ArtSquare, upon registering on the Platform, with real and truthful personal data and undertakes that any such data will be kept up to date for the entire term of this Agreement. Accordingly, ArtSquare shall not be liable for any damage or loss which is or might be caused by a failure in updating the data from the User (i.e. the failure of receiving communications because of an old email address).
4.1 This Agreement shall remain in force for an undetermined period, unless terminated by either Party pursuant to the provisions set forth at following Article 4.2.
4.1 Either Party may terminate this Agreement at any time by serving notice in writing to the other Party. ArtSquare may terminate this contract by giving a 3-days’ termination notice through the User’s email address provided upon registration; Users may terminate this contract by contacting the ArtSquare via the e-mail address email@example.com. The ArtSquare’ team shall elaborate the termination notice received in a timely manner and shall provide the User with a cancellation reference code in confirmation. The termination shall be effective three (3) days after the relevant cancellation reference code is provided, without prejudice to either Party’s rights accrued to the date of termination, and subject to the Portfolio of the User being empty of Tokens. Upon termination of this contract, the Digital Wallet of the User shall be also closed, and any available Credit shall be automatically transferred into the User’s bank accounts whose details were made available to ArtSquare upon the creation of the ArtSquare Account or so as later updated by the User. ArtSquare shall be entitled to withhold a termination contribution equal up to £5.00 (hereinafter, the "Termination Contribution") in case the total Credit (so as defined at below Article 5.11) would result lower than £50,00 at the time of termination.
5.1 Pursuant to the terms of this Agreement, ArtSquare undertakes to provide the User with the access and use of the Platform for the creation and development of their own ArtSquare Account and management of the relevant internal and reserved area and facilities, as below detailed (hereinafter, each a "Service" and, jointly, the "Services"):
5.1.1 Digital Wallet: this facility is made available to the User through the left menu area of the ArtSquare Account area, and permits the User to access their Digital Wallet, as defined in above Article 2.3. The Digital Wallet is created automatically upon registration and the User shall be able to top it up with their own funds either by bank transfer or by debit/credit card by using the function "Deposit/Add Funds". Any funds transferred into the Digital Wallet shall be considered as deposit from the User and such User only shall be allowed to use the credit arising from each deposit made (hereinafter, the "Credit") both to purchase Tokens and pay for the Services, according to the following Article 6. The User shall be allowed to directly top up new Credit in their Digital Wallet in two currencies (currently EUR and GBP) and to receive funds solely from other Digital Wallets in case of Tokens sold to any other User of the Platform or in case of a Buyback of Tokens made up by ArtSquare, pursuant to the terms set forth in below Article 7. The User shall be permitted at any time to transfer the available Credit into their own bank account by using the function "Withdraw" within the Digital Wallet area. To this extent, for any transfer of Credit lower than £50, ArtSquare shall be entitled to withhold a withdraw contribution equal up to £5.00 (hereinafter, the "Withdrawal Contribution"). Finally, the through the Digital Wallet facility the User shall be allowed at any time to view the full list of all the transactions made to the date of the inquiry by using the function "Transactions";
5.1.2 Listing: this facility is made available to the User through the left menu area of the ArtSquare Account area, and permits the User to see all the listed artworks and to obtain information about such artworks, about the authors and any other information it may be available from time to time in order for the User to purchase or sell the Tokens of such artworks. Through the Listing facility the User shall be allowed at any time to view the full list of all the next artworks that will be listed and whose Tokens will be made available for the purchase. The purchase of Tokens shall be made through the function "Buy" and, upon confirm the purchase of a Token transaction, the funds necessary to complete the relevant purchase will be automatically taken from the User’s Credit available into their Digital Wallet and paid to ArtSquare, that will transfer any purchased Tokens into the Portfolio of the User. Also, the User will be allowed to use their available Credit for the purchase of Tokens to be gifted to any third-party through the function "Gift". In this case, the transaction will be visible into the Transactions area, but the relevant Tokens shall not appear into the User’s Portfolio. Particularly, the gifted Token shall be visible in the Portfolio of the User to whom such Token was gifted, in case the recipient of such gift is already a User. Otherwise, the gifted Token will be notified to the recipient through an email containing the instructions to register to the Platform and redeem the relevant Token. The User confirms and acknowledges that any Token gifted and not redeemed by the recipient within 10 days as of the date of the relevant transaction, will be returned to the User who has purchased it and made available in such User’s Portfolio. Equally, should ArtSquare exercise the Buyback of any gifted Token not yet redeemed, the proceeds of the purchase of such Token by ArtSquare shall be automatically transferred into the User’s Digital Wallet. Finally, through the facility Prebook, available in the upcoming area of the Listing Facility, the User shall be allowed to pre-book the purchase of Tokens for artwork still to be listed. By using this feature, the User undertake to purchase or to gift a certain number of Tokens and such undertaking shall be deemed to be binding for the Parties, unless the right of cancel is exercised pursuant to the provisions set forth in below Article 6.4
5.1.4 Portfolio: this facility is made available to the User through the left menu area of the ArtSquare Account area, and permits the User to see the list of all currently owned Tokens and of any transactions made regarding such Tokens to the date of the inquiry.
6.1 Except for the specific Services listed in the following Article 6.1 ad 6.2, all the Services provided by ArtSquare and regulated in this Agreement are free of any charge.
6.2 Unless the User has paid the Subscription Fee currently due for that period, so as defined at following Article 6.3, the purchase of Tokens through the function Buy or Gift shall be subject to a transaction fee which will be automatically added to the on top of the cost of the relevant Token (hereinafter, the "Transaction Fee"). The exact amount of the Transaction Fee shall be indicated and reported from time to time in the Modular Smart Contract, so as defined at following Article 8.2.
6.3 Limited to the provision of the Services accessed through the facilities indicated in above Article 5.1.2 (PreBook feature only), and in Article 5.1.3 (Exchange) , the User shall be subject to the payment of a subscription fee (hereinafter, the "Subscription Fee"). The amount of such Subscription Fee depends on the period for which the relevant Services, as above indicated, are rendered, and will be specified in the relevant online form necessary to complete the subscription process. The payment of such Subscription Fee is to be made by using the relevant amount of Credit available in the Digital Wallet.
6.4 All costs relating to accessing the Platform are the sole responsibility of the User. 6.5 According to the general regulation for cancelling the purchase of digital and online services as outlined in the Consumer Rights Act 2015, the User has the right to cancel any order made within 14 days from date of purchase. Accordingly, ArtSquare shall not start providing any Services before the 14-days cancellation period has ended, unless the User have requested this, or the User has started using such Services prior to the expiry of the 14-days cancellation period. In this instance, the User will still have the right to cancel, but they shall pay for the value of the Service already provided up to the date of cancellation.
7.1 ArtSquare will put every reasonable effort to provide the User with continuous access, without interruption, to the contents and Services offered through the Platform but shall not, under any circumstances, be held responsible if one or more of the Services or contents may be temporarily inaccessible to the User. By way of example, ArtSquare shall not be liable for any interruption of the Services occurring by reason of force majeure, ordinary or extraordinary maintenance, technical failure due to any third-party supplier, or imposed for security reasons.
7.2 ArtSquare undertakes to put any reasonable effort in verifying the truthfulness and the accuracy of any information provided regarding the artworks listed and the relevant Tokens offered for sale. In any case of substantial or material inaccuracy of the above information (or of the relevant Tokens) ArtSquare will, in good faith, attempt to solve any disruption of the Services or replace any Token not fulfilling the proposed characteristics, without the User incurring any additional cost and in a timely manner.
7.3 Notwithstanding the above, ArtSquare is not responsible for the verification of data, news, information, and, in general, for the contents regarding the artworks listed through the Platform and for the use of such data and content by the User. Particularly, any information released or made available to through the Platform is to be only considered and treated as indicative and suggestive. Accordingly the parties mutually agree that the User is, and shall be, solely and exclusively responsible for any purchase, sale or gift of any Tokens available through the Platform and, except for the case of fraud or serious recklessness by ArtSquare, the User shall indemnify and hold ArtSquare harmless from any and all claims, also for damages, arising directly or indirectly from the use of the Platform the purchase/sell/gift of the Tokens.
8.1 All the Tokens of a new listed artwork on the Platform are made available to the Users directly by ArtSquare, which holds all the legal rights to offer the Tokens, to promote the sale of such Tokens, to actually sell them, and, possibly, to promote on sale the relevant physical artworks, which remains property of the Author or of the Art Gallery that owns such artworks. Accordingly, any transaction involving newly issued Tokens will be solely between the Users, acting as buyer, and ArtSquare, acting as seller. The Tokens, once purchased by ArtSquare, shall be transferred into the Portfolio of the purchasing User who, subject to the restrictions set forth in the following Articles 8.2 and 8.3, will be able to sell, buy or exchange their Tokens with other Users.
8.2 The User is aware that each Token will be governed by specific a specific digitally issued agreement that will regulate some additional rules and characteristics regarding each Token and the relevant artwork to which such Tokens are related (hereinafter "Modular Smart Contract"). Upon listing any new artwork, ArtSquare will make available on the Platform the sample of the Modular Smart Contract that will regulate the relevant Tokens. By completing the purchase of a Token, the User confirms they have read, understood and accepted the terms set forth in the relevant Modula Smart Contract. Each Modular Smart Contract shall set the restrictions and the characteristics regarding the relevant Token as long as the Token will exist.
8.3 The User is aware and accepts that any Token shall be sold by ArtSquare subject to the burden of a call option in favour of ArtSquare under the exercise of which ArtSquare shall be entitled to automatically buy back any Token from the User’s Portfolio at any time and without necessity to serve any notice for the exercise of such option (hereinafter, the Buyback). The consideration against which the Buyback of each Token is made shall never be equal or lower than the original purchase price of such Token and the exact conditions under which the Buyback will be completed are set forth in the Smart Contract linked to the relevant Token. Upon exercising the Buyback rights over a Token, ArtSquare shall simply transfer such Token from the User Portfolio into their own Portfolio and immediately credit the due consideration into the User’s Digital Wallet.
9.1 The User acknowledges and confirms that ArtSquare owns all the intellectual property rights of each component of the Platform (e.g. text, images, videos, software, etc.) made available to the User. Any reproduction, duplication, copying, selling, reselling, or exploiting for any commercial purpose is prohibited except where expressly authorised by ArtSquare. To this extent, the User declares to be not entitled to claim for rights on, or in, patents, copyrights, databases, trade secrets, trade names, registered trademarks (registered or not yet registered) or in any case for any other right or license relating to the Platform.
9.2 The User equally acknowledges and confirms that all the intellectual property rights of each artwork listed on the Platform belong solely to the Author or to the Owner of the physical of that artwork, being Art Square only licensed to use some of the above-mentioned rights in order to provide the Services and promote the artwork.
10.1 These TOS and the Agreement shall be governed by and construed in accordance with the laws of England and Wales.
10.2 If any undertaking or other provision in these TOS shall be held to be illegal or unenforceable in whole or in part under any enactment or rule of law, such undertaking or other provision or part thereof shall, to that extent, be deemed not to form part of this TOS but the enforceability of the remainder of the undertakings and other provisions of this TOS shall not be affected;
10.3 The Parties agree that any disputes that may arise between the Parties in relation to this Agreement, including disputes relating to the interpretation, execution and validity of it, will be the exclusive competence of the English Courts in London.