Terms & Conditions
Welcome to ArtSquare.io.
We reserve the right to change the Terms and Conditions of Use at any time. Such changes, modifications, additions, or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited, posting the revised Terms and Conditions of Use on this page. You acknowledge and agree that it is your responsibility to review the Terms and Conditions of Use periodically, and to be aware of any modifications. Your continued use of the Service after such modifications will constitute your acknowledgment of the modified Terms and Conditions of Use and agreement to abide and be bound by the modified Terms and Conditions of Use.
These terms and conditions outline the rules and regulations for the use of ArtSquare.io (UK) Limited’s Website (ArtSquare). ArtSquare.io (UK) Limited is located at: 20 Little Britain, London, EC1A 7DH, United Kingdom. By accessing this website we assume you accept these terms and conditions in full. Do not continue to use ArtSquare’s website if you do not accept all of the terms and conditions stated on this page. The following terminology applies to these Terms and Conditions and any or all Agreements: “Client”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing law of United Kingdom. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to the same.
Signing Up ArtSquare
Unless otherwise stated, ArtSquare and/or it’s licensors own the intellectual property rights for all material on ArtSquare. All intellectual property rights are reserved. You may view and/or print pages from https://artsquare.io for your own personal use subject to restrictions set in these terms and conditions.
You must not:
- Republish material from https://artsquare.io
- Sell, rent or sub-license material from https://artsquare.io
- Reproduce, duplicate or copy material from https://artsquare.io
- Redistribute content from ArtSquare (unless content is specifically made for redistribution).
- Hyperlinking to our Content
The following organizations may link to our Web site without prior written approval:
- Government agencies;
- Search engines;
- News organizations;
- Online directory distributors when they list us in the directory may link to our Web site in the same manner as they hyperlink to the Web sites of other listed businesses
- Systemwide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.
These organizations may link to our home page, to publications or to other Web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site. No use of ArtSquare.io UK limited’s logo or other artwork will be allowed for linking absent a trademark license agreement.
Reservation of Rights
We reserve the right at any time and in its sole discretion to request that you remove all links or any particular link to our Web site. You agree to immediately remove all links to our Web site upon such request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuing to link to our Web site, you agree to be bound to and abide by these linking terms and conditions.
Removal of links from our website
If you find any link on our Web site or any linked web site objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you. Whilst we endeavor to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.
We shall have no responsibility or liability for any content appearing on your Web site. You agree to indemnify and defend us against all claims arising out of or based upon your Website. No link(s) may appear on any page on your Web site or within any context containing content or materials that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
USE OF PLATFORM
- 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”):
- 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 . 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. 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. 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 £100, ArtSquare shall be entitled to withhold a withdrawal 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”
- 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
- 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.
- INVESTMENT RISKS AND GUARANTEES
- The purchase of the Digital Art Shares/Quota/Quotas of Artworks allows the User to become the co-owner of the Artwork and receive a Digital Collectible; nevertheless, entailed to this purchase is a form of investment that may expose the User to capital losses. In this respect, the User is aware of the economic risk that may arise from this activity.
- ArtSquare is not a financial institution and is not licensed by or under the supervision of any financial supervisory authority and does not provide any licensed financial services such as investment services, capital raising, fund management, management of a collective investment scheme or investment advice.
- ArtSquare does not provide any financial advice. None of the information that ArtSquare provides should be regarded as “investment advice” or “recommendation” regarding a course of action, including without limitation, as those terms are used in any applicable law or regulations. Information provided on ArtSquare is provided with the understanding that (a) ArtSquare is not acting in a fiduciary or advisory capacity under any contract with users, or any applicable law or regulation, (b) users will make their own independent decision with respect to any course of action in connection herewith as to whether such course of action is appropriate or proper based on users own judgement and your specific circumstances and objectives, (c) users are capable of understanding and assessing the merits of a course of action and evaluating investment risks independently.
ArtSquare does not purport to and does not, in any way, provide tax, accounting, actuarial, recordkeeping, legal, broker/dealer or any related services. You should consult your own advisors with respect to these areas and any material with regards to investment decisions.
- Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
- The value of artworks and therefore shares of artworks can fall as well as rise. Any information relating to the past performance of an investment or investment service is not a guide to future performance. Share prices may go down as well as up and you may not get back the original amount invested. You should not buy shares with money you cannot afford to lose.
- The ArtSquare website, platform, team and publications do not offer investment advice and nothing in them should be construed as investment advice. We provide information and education for investors who can make their investment decisions without advice. The information contained in our publications is not, and should not be read as, an offer or recommendation to buy or sell or a solicitation of an offer or recommendation to buy or sell any securities. Our publications are not, and should not be seen as a recommendation to use any particular investment strategy.
- You should carry out your own independent research before making any investment decisions. Our publications do not take the specific needs, investment objectives and financial situation of any particular individual into consideration and any investments mentioned may not be suitable for you. You should not base any investment decision solely on the basis of the information that we publish.
- The investments you make in artworks displayed on the platform could potentially be illiquid. We do not ensure that there will be a liquid secondary market for the quotas of the artwork. For artworks for which secondary market opportunities are available on the platform, it can be difficult to find a buyer or seller, and investors should not assume that an early exit will be available just because a secondary market exists.
TRADEMARK & LICENCE
- All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
- This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
- Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
THIRD PARTIES SERVICES AND LINKED WEBSITES>
From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
- The User, if accepting the offer of this Website, will be asked to provide some personal information. The User confirms that this information is correct and genuine and he/she will be responsible for any misrepresentation.
- Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
- The User acknowledges and guarantees that he/she will not sell Quotas outside the platform without the previous, unconditional consent of ArtSquare.
SALE OF DIGITAL ART SHARES / QUOTAS OF ARTWORK
- 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.
- DAS or Quotas of the Artwork is Digital Collectible representing a fraction of the ownership of the Artwork. The sale of the Artwork shall be perfected once a Threshold is reached. Once the Quota or Quotas are sold to the User, the User will be in a position to transfer the quota/quotas in the Exchange / Secondary market.
- As a result of the purchase of the Quota/Quotas, the User shall become co-owner of the Artwork. The co-ownership means that the User will share the ownership of the Artwork with other Users who invested in the Quota/Quotas.
- The sale of DAS does not require any authorization by the Financial Conduct Authority, as it is not a market of financial instruments but a Digital Collectible.
- 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 will be able to sell, buy or exchange their Tokens with other Users.
- 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.
- 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.
CERTIFICATE OF OWNERSHIP
ArtSquare is the only entity and/or body entitled to assess the ownership of the Quotas and how much of the Artwork each of them represents.
In this contract, the seller and buyer are specifically mentioned. In the case of direct negotiations with privates and Sellers represented by third parties,these third parties might appear as sellers. In the case in which the seller is a private collector, the individual has the legal right to remain anonymous and will be referred to as “Private Collector” on the certificate of ownership.
- The Selling Period is the interval of time during which the Quotas of the Artwork are offered to the market. The User investing in the Quota/Quotas becomes owner only once the Threshold is achieved or exceeded.
- In the event the threshold is not met at the end of the Selling Period, ArtSquare will reimburse the Users of the money they advanced for the purchase. Bank fees will be deducted from the reimbursement.
- During the selling period, the seller has the legal right to decide to retain more shares in an ongoing Campaign as long as the quantity requested is still available. The seller has to notify the platform in writing by sending an email to firstname.lastname@example.org and the allocation of the shares can be executed within 14 working days.
- The seller can also request to increase the duration of the selling period before the campaign closes. However, in the event of such a request, the Users who have participated in said campaign can request to cancel the acquisition of quota(s) and be refunded within 14 business days.
- For the investment in the Primary Market, the Seller shall pay the VAT, calculated on the value of the Artwork, and in addition to this value, as the sale of the artwork is executed in Britain and is subject to the UK tax legislation. For any fee accrued to the benefit of ArtSquare, ArtSquare shall issue an invoice according to the UK tax laws. The investment in the Quotas in the secondary market shall not be subject to any VAT, as the circulation of the Quotas may be categorized from a tax point of view as a circulation of shares, therefore not subject to any VAT.
- Users will pay the capital gain, if any, which is required under the tax law to which the User is subject. To such an end, ArtSquare will provide the data relating to the transaction/transactions occurred in order to calculate their tax liabilities. Any responsibility of the User vis-à-vis the tax authority is the exclusive competence of the User, rather than ArtSquare.
ARTWORKS MANAGEMENT, HOLDING & EXIT
- At the end of each successful campaign the artworks enter their management period. The set of rules and obligations that determine the way the artworks are stored, insured, managed and how decisions around exit opportunities are taken are described in the ‘Management Contract’. Said contract can be found and consulted on the artwork page, both during the ‘Campaign Period’ and the ‘Management Period’.
- By acquiring Quotas of an artwork the Users automatically agree to the ‘Management Contract’
- The co-owners of an artwork are not entitled to take any decisions concerning the exit of said artwork. The co-owners may be surveyed so that their sentiment is taken into account by the appointed artwork manager. The artwork manager can be the art seller, an independent art professional or ArtSquare itself depending on the management agreement in place for the said artwork.
- The currency used in the platform for any transaction is EURO. However, users can request to be paid out in the currency of their choice by contacting the ArtSquare team via email@example.com. In such cases, users shall be charged with the conversion costs.
- In order for ArtSquare to ensure transfers due to users, Users shall promptly provide ArtSquare with their bank details. In case a User fails to provide the necessary information, ArtSquare is not to be considered responsible for delays in the transfers.
- Bank transaction fees arising from the payments related to the platform will be borne by the users. ArtSquare will include those fees in the transactions.
- ArtSquare will not be responsible for any malfunctioning of the credit/debit cards, including the possible robbery. In these circumstances, the User shall be responsible so long as the entire payment has not been received.
- When a buyer completes an order, he/she makes a transfer to the ArtSquare’ client account. ArtSquare will exchange the certificate of ownership from the seller to the buyer and, on its turn, will transfer the payment to the seller.
- The money will be transferred to the seller of shares with a 10 days delay on the sale, as our card payment provider applies that delay to us.
- Users that require acquiring artworks with bank transfers rather than normal credit/debit card transactions, can get in touch with ArtSquare at firstname.lastname@example.org. ArtSquare may perform additional KYC procedures before accepting the request.
- Users that deposit ALGO shall be aware that ArtSquare accepts no responsibility for any technical issues or discrepancies in deposit during the deposit transfer process. Once users ALGO is/are deposited they can be used only for the purchase of Digital Art Shares. No conversion to FIAT or Withdrawal of ALGO is permitted. No refunds of ALGO once deposited will be issued.
- Except as set out in this agreement, all sales are final. If you are a resident of the EU, you have the right to cancel the contract for a purchase of Quotas within a period of 14 days from the time of purchase. Once you have received your refund, you will no longer have the right to access the Digital Art Share
- Except for the specific Services listed in the following Articles, all the Services provided by ArtSquare and regulated in this Agreement are free of any charge.
- 6Unless the User has paid the Subscription Fee currently due for that period, so as defined at following Articles, the purchase of Tokens through the function Buy or Gift shall be subject to no transaction fee.
- Limited to the provision of the Services accessed through the facilities indicated in above Article (PreBook feature only), and in (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.
- All costs relating to accessing the Platform are the sole responsibility of the User. 6 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.
- Exclusive tangible and intangible rewards can be associated with the acquisition of a specific quantity of Quotas. The rewards are designed by ArtSquare to provide a better experience to its Users. Tangible rewards can include but are not limited to: books, posters, and tote bags. Tangible rewards are shipped to the Users for free at the end of a successful campaign. Intangible rewards can include but are not limited to: art consultation, invitations to events, art tours and Art studio visits. Such rewards are confirmed to the co-owners via email.
- Only the co-owners of an artwork can be eligible to receive its rewards. Therefore, if a User is refunded due to the fact that a campaign failed to reach its objective or due to a writing request following a selling period extension (please refer to 9.4), this user loses the right to receive the associated rewards.
- The place for delivery of the tangible rewards is inputted by the Users during the checkout and the normal method of delivery shall be regular postage or courier at the discretion of ArtSquare.
- The rewards are produced and shipped to the co-owners after the successful completion of a campaign. Consequently, the Users are advised to reach out to ArtSquare via email@example.com to receive delivery estimates.
- If a reward is damaged when it is delivered, Users shall send proof of such damage at firstname.lastname@example.org including pictures as attachments. The assessment of the liability and potential compensations is entirely within ArtSquare discretion.
- Use of your ArtSquare gift constitutes acceptance of our Terms and Conditions and we therefore recommend you read them carefully
- Crawling or web spiders are not allowed on the website.
- The market of Artworks managed by ArtSquare does not require any authorization by the Financial Conduct Authority, as it is not a market of financial instruments.
- Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales.
- Users can request additional information about the artworks at email@example.com if needed.
- Users that do not own any shares of the artworks offered on the platform have the right to request the complete deletion of their account at any time by sending an email to firstname.lastname@example.org. Users that own shares will have to sell the shares they own on the ‘Exchange’ section before asking for the account termination.
- Exclusive tangible and intangible rewards can be associated with the referral of other users and are designed by ArtSquare to provide a better experience to its Users. Tangible rewards can include but are not limited to: books, posters, and tote bags. Intangible rewards can include but are not limited to: art consultation, invitations to events, art tours and Seller studio visits. Tangible and intangible rewards are shipped/delivered to the Users for free at the completion of certain milestones. Said milestones can change over time and are always described on the ‘Referral Page’.
- Only Users can be eligible to receive its rewards.
- ArtSquare tracks the referral process and retains the right to ask for further information in case Viral Loops flags potential illicit activities in the process of referring users. This is done to maintain a high standard of service and avoid the creation of fake accounts.
- ArtSquare has the right to refuse to deliver rewards if a user fails to comply with the requirements.
- At the completion of the milestones ArtSquare’ team will contact the users to confirm the delivery address for the Tangible rewards. The method of delivery shall be regular postage or courier at the discretion of ArtSquare.
- If a reward is damaged when it is delivered, Users shall send proof of such damage at email@example.com including pictures as attachments. The assessment of the liability and potential compensations is entirely within ArtSquare discretion.
ACCOUNTABILITY FOR ONLINE ACTIONS, BEHAVIOUR AND CONDUCT
- Users acknowledge that it is forbidden to use fake identities or to impersonate someone’s identity when creating an account on the Platform.
- ArtSquare shall determine, in its discretion, whether a User shall be temporarily blocked or banned for causing any sort of damage, detriment or disruption to our business, including the Platform, and/or the business or activities of other of our User.
- The list of actions that can trigger an exclusion or a banishment can include but are not limited to the use of the Platform to manipulate a market in a way that is linked to external events, the use of any methods or techniques for extracting data from the Platform without our explicit consent, causing or attempting to cause security breaches or disruptions of Internet communications or furnishing false or incorrect data of any kind.
- Users acknowledge that it is forbidden for them to create and use multiple accounts. In the event of a User using more than one account to acquire shares of art, all the shares owned must be promptly transferred to a single account and the additional accounts must be deleted
GOVERNING LAW AND JURISDICTIONS
- The contract whereby the Investor becomes the owner of the pro-quota of the Artwork/s shall be governed by the laws of England and Wales, irrespective of the country of residence of the Investor.
- The parties irrevocably submit any controversies arising out of the contract to the jurisdiction of the courts of England and Wales, venue of London.
- “Restricted Jurisdictions” will be determined from time to time by ArtSquare, in accordance with any applicable sanctions regulations or selling restrictions, which is necessary for ArtSquare to be in compliance with relevant laws and regulations.This list (as at the date of these Terms and Conditions) includes, Democratic People’s Republic of Korea (DPRK), Iran, Cuba, Albania, Serbia, Sudan or Syria (or any other countries which are subject to applicable government sanctions).