TERMS AND CONDITIONS
24 of February, 2021
Hello, welcome to art2act®,
2ACT OÜ, a company duly incorporated according to the laws of Estonia, with registered offices at Harju maakond, Tallinn, Lasnamäe linnaosa, Lõõtsa tn 5-11, 11415, registered at the Commercial Registry of Tallin under company registration no.14995423 and tax no.EE 102274831, with a share capital of EUR 2,500€ (two thousand and five hundread euros) (hereinafter referred to as “art2act®”) is a company that provides a platform, in a form of a virtual space, for artists to showcase their original artworks.
art2act® has created this virtual art market space that can be accessed through the domain www.art2act.org, as well as all its subdomains (together referred to as the “Website”), to allow artists (the “Sellers”) to get in touch with the registered users visiting the website (the “Buyers”), with the end of selling their own original artworks.
For every sale taking place on the Website, art2act® is donating 7% of the sales price to an NGO that the Sellers chooses (for every artwork uploaded), an NGO that shall be previously duly registered as an NGO. From this 7%, art2act® will deduct pre proportional amount of VAT, and if needed, the transfer commissions between the relevant bank and the NGOs.
From the chosen NGO or relevant cause, the Sellers give art2act® the freedom to relate their artworks to a collection in the Website.
art2act® is established in under the Website and for further questions the following e-mail is recommended: email@example.com
The present terms and conditions (the “Terms and Conditions”) represent all the agreements needed inside the Website and, consequently, the use of this Website shall be governed by these Terms and Conditions, implying its use the acceptance of the same by any user, including without limitation the Sellers and the Buyers. If you reject, as a user, these Terms and Conditions, you must immediately cease using it.
To understand and to better use art2act® own services, please read the following Terms & Conditions.
For the purposes of these Terms & Conditions the word “user” or “you” shall make reference to any natural persons or legal entity, company, partnership or unincorporated association (whether or not having separate legal personality) or any company, corporation or any corporate body, wherever incorporated, that consults the Website. For the avoidance of doubt, any Seller or Buyer shall also be deemed as a “user” and shall be deemed subject to all provisions of these Terms & Conditions where a reference is made to “user” or “you”.
1. General Information
To use art2act® services, the Seller undertakes to comply with these Terms and Conditions every time the Website is used. The Seller also acknowledges and agrees with the entirety of the Terms and Conditions displayed herein.
All sales taking place on the Website between Sellers and Buyers must follow Terms and Conditions, so they need to be accepted from both sides to complete the sale. Any use of the Website by the Seller, and any purchase made by the Buyer will directly mean that the present Terms and Conditions were accepted.
2. Authorisation of Use
Without prejudice to other provisions provided in these Terms and Conditions, art2act® authorises any user to use this Website only for information purposes or purposes related to the services provided by art2act® according with the present Terms and Conditions. The authorisation for use may be revoked by art2act® at its discretion and at any time. In accordance with the law and these Terms and Conditions, you may not copy, use, transfer, rent, sublicense, alter, adapt, attempt to modify or modify the source code, reverse engineer, decompile or disassemble, in whole or in part, the content of the Website. By accessing the Website, you acknowledge and accept that the content of the Website may be incomplete, inaccurate, not up-to-date, or that it may not meet your needs and requirements.
3. Services Description
art2act® offers the Website for Sellers to exhibit their original artworks at a price that they establish, and for Buyers to purchase them.
All sales taking place on the Website are executed directly between the Buyer and the Seller.
art2act® is not a re-seller of the artworks uploaded by the artists (Seller).
art2act® works as an intermediate in the process, offering the Website in exchange for a 25% commission whenever a sale is complete. The obligations deriving from a sale in the Website are of the sole responsibility of the Seller and the Buyer.
4. Access to the Services
The interested Sellers must apply in https://artist.art2act.org/
art2act® reserves the right to accept or reject the applications and/or the artworks uploaded on the Website. All applications are analysed by an internal curator.
To use the Website and to create a personal account that will give access to a back-office space, the accepted Sellers need to agree with these Terms and Conditions. If accepted, the Sellers will add their artist information, artworks, payment methods and invoice data.
When an application is accepted, the Sellers will receive instructions by art2act® on the email that they have provided on their personal accounts, on how to better use the Website.
If a Seller acts as a professional or sells the artworks in the name of a company, this information needs to be identified and displayed in the back-office space. If the Sellers do not have any knowledge on how to charge VAT on their artworks, we recommend them to search for professional legal support and art2act® accepts no liability for non-charged VAT or other taxes and/or charges and costs.
To use the Website the Buyers need to agree and adhere to these Terms and Conditions.
5. Original Artworks
The Seller commits and undertakes to only upload its own original and available artworks. The Seller also undertakes not to upload fake artworks or artworks from other artists.
The Seller agrees to upload only true and accurate information about the artworks in the descriptions displayed on the Website.
When a sale takes place on the Website, the Seller will add an authenticity certificate inside the shipping package concerning the sold artwork.
art2act® offers an authenticity certificate template if needed.
6. Sales Conditions
art2act® does not require any exclusivity on the artworks displayed, which means that Sellers can display and sell their artworks in other websites or galleries.
As such, if a displayed artwork in art2act®’s Website was previously sold through other means or entities, the Sellers shall take them down of the Website in a maximum of 48 (forty-eight) hours. Also, if a Seller gets notified that the artwork was sold in the Website, the Seller undertakes not to sell it to a third person and the Seller undertakes to complete the sale through art2act®’s Website and in compliance with these Terms and Conditions.
When a Buyer intends to purchase an artwork, art2act® will inform the Seller through the personal information given in the back-office space, according with the respective personal account. The Seller then has 48 (forty-eight) hours to inform art2act® of the availability of the artwork and 72 (seventy-two) hours to ship the artwork
If art2act® does not receive any proof of shipping from the Seller in a period of 72 (seventy-two) hours, the sale will automatically be denied to the Buyer and the artwork will be removed from the Website.
7. Price of Product and Conditions of Payment
The Seller determines the price of sale of the artwork.
The Seller must determine the price of the artwork, with taxes/deduction (if necessary), since the Seller is the sole responsible to charge or not to charge them to Buyers.
In exchange for the service, art2act® will deduct 25% of the final price of the artwork paid by the Buyer (VAT included).
The shipping costs need to be handled by the Seller at the moment of the shipping. After receiving from the Buyer a confirmation about the good arrival of the artwork, art2act® will transfer to the Seller the money of the artwork, excluding it's sale commission.
8. Payment Processing
art2act® accepts payments from Buyers on behalf of Sellers in connection with sales. art2act® uses a third-party payment processor, Stripe, that accepts American Express, Visa, MasterCard, Discover, and Diners Club. The partnership established with Stripe allows and facilitates payments division between all parties. The cost per operation is the following and it’s deducted from the Seller percentage (%) of the sale: 1,4% + 0,25€ for European cards and 2,9% + 0,25€ for non-European Cards. For further details, the read of the following information is required: www.art2act.org/pages/stripeconnect
9. Taxes Liability and Responsibility
Buyers are the only responsibles to pay any and all sales taxes, VAT, export and/or import taxes and duties, and any other transactional taxes or levies related to the purchases ocurred on the Website. Buyers are required to pay any taxes the Sellers is, or art2act® are, as applicable, required to collect, but the failure of the Seller or art2act®, as applicable, to collect any taxes from Buyers will not relieve the Buyer’s obligation to pay them. Unless expressly otherwise indicated, all prices listed on the Services are inclusive of taxes.
10. Shipping of the Artworks
At the Seller’s request, art2act® may present suggestions of best practices, prices and couriers, to deliver the piece to the Buyers with the best quality of service.
Meanwhile, to facilitate the collection of shipping costs from Buyers, art2act® has developed a new shipping technology (art2act® Marketplace Shipping), where Sellers can charge the shipping costs they will have while shipping an artwork to the Buyers location, using Zone Wise Shipping Configurations. For further details, the read of the following information is required: www.art2act.org/pages/art2act®-marketplace-shipping
However, the Seller is the sole responsible to arrange the package and for the shipping. To confirm the shipping, the Seller must send to art2act® (i) a picture of the packing before shipping, (ii) a proof from the courier regarding the shipping process and (iii) a shipping ID/tracking number.
11. Seller Obligations
In the event of a complaint by the Buyer about an artwork, art2act® will inform the Seller by e-mail or phone call.
The Seller is the only responsible to manage complaints and agrees to solve the problem in an amicably way. art2act® does not guarantee the artwork conditions. Therefore, art2act® will not be in any way liable for the artwork conditions or any other liability arising therefrom.
12. Right of Withdrawal
According to the EU e-commerce law, the Buyer has a period of 14 (fourteen) days from the reception of the artwork to exercise his right of withdrawal. This means that the Buyers can, without any purpose required, exercise his right to reject the artwork and ask for a refund. The refund will only be based on the price paid by the Buyer. The costs for returning the artwork to the Sellers shall be borne by the Buyers and the refund shall exclude the amounts borne by the Buyers with the return of the artwork to the Sellers.
13. Dispute Resolution
In the case of a claim, all parties agree to try seek friendly settlement before any dispute. The Buyers can also submit any claim on the European Commission platform dedicated to such matters:
14. Private Collection and Artist Merchandising
Whenever Buyers perform orders to buy artist merchandising and private collection artwork, art2act® shall be the Seller and, as such, clauses 7, 8, 9, 10, 11 shall apply mutatis mutandis.
The Seller grants to art2act® the right of exhibiting the artworks on the Website free of charge, for the sole purposes of marketing and sales. The Seller also grants art2act® a free worldwide license to use the images of the Seller’s artworks displayed on the Website on its own marketing materials. All intellectual property rights in the marketing materials and communications made on the Website and/or art2act® social media belong exclusively to art2act®.
16. Personal Data
Regarding the processing of personal data of Buyers by art2act® on behalf of Sellers, Sellers agree that the following provisions shall be applicable to such processing (“Data Protection Agreement”), pursuant that the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 are applicable:
- Sellers will act as Data Controllers for the processing of personal data related to any Buyer for the purpose of performing sales of artworks through the Website;
- art2act® will act as Data Processor of Sellers whenever it processes personal data on behalf of Sellers for the purpose mentioned in previous point;
iii. art2act® will retain any personal data for the applicable legal periods necessary for the performance of artwork sales through the Website;
- art2act® will process Identification Data, Contact Data, Payment Data, Shipping Data of Buyers, whenever applicable, for the performance of artwork sales by Sellers;
- Sellers rights and obligations shall be that art2act®:
- processes the personal data only in accordance with the present Data Protection Agreement, including with regard to transfers of personal data to a third country or an international organisation, unless provided otherwise by law.
- ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- takes adequate technical and organisational measures to ensure a level of security that is appropriate;
- does not engage another processor without prior specific or general written authorisation of Sellers. Nonetheless Sellers expressly authorise Shopify Inc. 151 O’Connor Street, Ground floor Ottawa, ON K2P 2L8 Canada, where applicable, to process personal data as art2act® sub-processor(s) and art2act® shall set out the same obligations provided herein for such sub-processor(s);
- taking into account the nature of the processing, assists Sellers by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the controller's obligation to respond to requests for exercising the data subject's rights;
- assists Sellers in ensuring compliance with obligations regarding security measures, data breaches, data protection impact assessments and prior consultations, taking into account the nature of processing and the information available to Sellers;
- at the choice of Sellers, deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless law requires storage of the personal data;
- makes available to Sellers all information necessary to demonstrate compliance with the obligations laid down in this Data Processing Agreement.
17. Account Suspension
art2act® can suspend accounts and/or block access to the Website freely, at any time, in case of fraud, fake profiles and other malicious manners that can compromise the good functionality of the Website.
Other than in the case of the infringements mentioned in the preceding paragraph and others of similar nature, art2act® may suspend and or cancel the Seller and/or the Buyers accounts in case of breach of the present Terms and Conditions provided that art2act® has served the Seller and/or the Buyer with a prior notification to remedy breach and the Seller and/or the Buyer have failed to remedy such breach within 30 (thirty) days upon receiving such notification.
The Seller may also suspend or delete its accounts freely and at any time. Any pending obligations will be settled before the permanent deletion of the Seller’s and/or the Buyer’s account (namely the payment of an artwork).
18. art2act® Responsibility
art2act® acts and performs its services as an intermediary (a 3rd party element) between the Buyers and the Sellers and cannot dictate nor control the terms of their relationship. Thus, art2act® is not liable for any damages related to the sale and purchase of the artworks between th Buyers and the Sellers. Additionally, art2act® will not be held liable if the Seller does not comply with applicable consumer protection laws.
art2act® is only responsible for the good quality of the services related to payments and transactions. art2act® created and runs a system that allows the completion of a sale with full security.
art2act® receives the payments from the Buyers and transfers the corresponded payment (net of art2act®’s commission) to the Sellers, with the online safety requirements.
19. Website Access, Interruption and Suspension
art2act® makes every effort to provide continuous access to the Website, however, such access may be suspended, limited or interrupted at any time regardless of the cause.
Access to the Website may be limited from time to time to enable the retrieval, maintenance or introduction of new features or services.
The access to the Website may also be interrupted in cases of "Force Majeure" considered as any cause that disrupts the performance of the Website and that has any type of impact on the fulfilment of any obligations arising from or attributable to acts, events, omissions or accidents beyond reasonable control, and in particular, but not limited to, strikes, terrorist action, invasion, war, threat or war preparation, fire, power failure, software, hardware or telecommunication or other network failures, interruptions or breakdowns, explosions, storms, floods, earthquakes, epidemics and pandemics or other natural disasters, any law, regulation, rule or decision of a State or a court.
In any case, art2act® will use its best efforts to regain access as soon as possible. art2act® reserves the right to block access to any material and / or remove any material that may, in its discretion, breach these Terms and Conditions.
20. Force Majeure
The cases that are considered as Force Majeure, can suspend the current Terms and Conditions if the Force Majeure event last for a period of 2 (two) months. This Force Majeure must have a clear relation with the services offered through the Website, the Sellers, the Buyers or any other external stakeholder that contribute to the purpose of the Website.
21. Disclaimers of Warranty
Access and use of the Website are activities performed by the user.
The user is solely responsible for the use of the Website and its contents.
art2act® is not responsible or liable for any use of the Website in terms not in compliance with the legal provisions in force by the user or under these Terms and Conditions.
In particular, the user is solely responsible for the communication of incorrect, false, or third-party information, without his or her consent, as well as for their incorrect use.
The contents of the Website may contain inaccuracies or typos. art2act® is not responsible or liable in any way for any inaccuracies or errors, any damages caused or resulting from the use of information derived from the Website or through the Website by the user. The user is the sole and exclusive responsible for the evaluation of the information and the contents available through the Website.
The Website and all information and content published therein may be amended by art2act® at any time, from time to time and / or without prior notice.
Considering that any content that may be downloaded or otherwise obtained, any results from a free decision by the user and any liability for damage to the computers or any other electronic devices or data losses resulting from download operations made by the user, shall be from the sole responsibility of the user and shall not be charged to art2act®.
art2act® assumes no responsibility for damages arising from the inability to access the services provided through the Website or for damages caused by viruses, damaged files, errors, omissions, service interruptions, cancellation of contents, Internet-related issues, services or telephone and / or telematics connection, unauthorized access, data changes, or related to the non-existence and / or deficient functioning of the user's electronic devices.
art2act® has taken appropriate technical and organisational measures to safeguard the security of the services it provides through the Website to ensure the integrity of electronic traffic data related to unauthorised use or knowledge, as well as to avoid risks of dissemination, destruction or loss of data and confidential or non-confidential information of the user (whether a Seller and/or a Buyer) appearing on the Website, or related to access – unauthorised or in breach of applicable legal provisions – to such personal data and information.
art2act® does not guarantee and cannot guarantee that the Website is free from viruses or any other elements that may negatively affect its use.
THE art2act®’s WEBSITE AND ANY INFORMATION, CONTENT OR SERVICES MADE AVAILABLE ON OR THROUGH THE WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND (EXPRESS, IMPLIED OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT INSOFAR AS ANY SUCH IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW.
art2act® DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
22. Intellectual Property
All rights are reserved. The Website and all its contents, including without limitation, articles, opinions, other texts, lists, user manuals, photographs, drawings, images, video clips or audio or marketing texts as well as trademarks, logos, domain names, and any other elements that may be covered by property rights (including source codes) and / or other intellectual property rights (hereinafter referred to as "Material"), are the property of art2act® or third parties and are protected against use, copy or unauthorised disclosure by national laws and international treaties relating to Intellectual Property Rights.
Nothing in the Terms and Conditions and/or content contained on the Website may be construed to imply, granting, accepting or otherwise using the right to use any Material in any way without the prior written consent of art2act® or the third party owner of the Material or the intellectual property rights published on the Website.
The use, copying, reproduction, alteration, republishing, updating, downloading, sending by e-mail, transmission, distribution or duplication, or any other abusive act of the Material not specifically identified, but of the same nature, is prohibited.
As a Website user, you agree not to use the Material for any illegal purpose and to not violate the rights of art2act®.
The user may, however, view and display the contents of the Website and/or the Material on the screen of a computer or other electronic device, store such content in electronic form on the disk (but not on a server or on an Internet-connected memory device) or a print of such content for its personal, non-commercial use, but the user must retain all information relating to intellectual property rights.
Access to the Website does not give the user any right to the content made available by art2act®.
art2act® is a registered trademark.
23. Hyperlinks to Other Websites
In the event that the Website makes hyperlinks (“Hyperlinks”) to third party websites or to content made available by third parties ("Other Websites"), art2act® hereby declares that the provision of hyperlinks to such Other Websites is included solely for information purposes only and for the convenience of the user. art2act® does not control the Other Websites and therefore is not responsible for such Other Websites or for the content or products that Other Websites (including without limitation, the reference to social networks) and is not liable for any damages or losses that may arise from the use of Other Websites by the user, as well as the processing of personal data.
Access to any other Website, through an existing hyperlink on the art2act® Website, will be at your sole risk and responsibility.
The user should therefore pay particular attention when connecting to Other Websites through hyperlinks on the art2act® Website and carefully read the respective terms and conditions and privacy policies.
24. Representations and Warranties
The user represents and warrants that:
- has over 18 (eighteen) years old;
- has read and understood these Terms and Conditions;
- will not reproduce, duplicate, copy, sell, resell or otherwise exploit the website or its contents commercially or in any way, nor will it use or reproduce the trademarks or any intellectual property rights of the art2act® Website;
- will not publish or use false, libellous or defamatory information;
- will refrain from using, directly or indirectly, the services or the Website for purposes contrary to the law or disagree with these Terms and Conditions;
- will not propagate virus, spyware, adware, rootkit, backdoor or Trojan virus or other similar computer threats; and
- will not use software or other automatic or manual mechanisms to copy or access control of the Website.
In case any provision is deemed null and void in these Terms and Conditions, the same shall be deemed to be non-written and all other provisions will remain applicable and in full force.
These Terms and Conditions will be governed by Portuguese law and will be interpreted in accordance with Portuguese law. Any dispute arising out of or in connection with these Terms and Conditions, in the absence of an amicable settlement negotiated between the parties, shall be settled by the Lisbon Courts, with express waiver of any other, or in case of a consumer dispute Clause 11 shall be applicable.
You may contact art2act® for any questions regarding the Terms and Conditions or for any questions regarding the use of the Website, via the following email address firstname.lastname@example.org.
art2act® Buy Art, Generate Impact
email@example.com | www.art2act.org