ArtChain Global Terms and Conditions

Effective: 1st May 2019

Thank you for visiting our website. This website is owned and operated by ArtChain Global Pty Ltd (ACN 624 246 386).

It is important that you read the terms and conditions below, which include our Privacy Policy (available at https://www.artchainglobal.com/privacy) (Terms). Accessing, using and/or submitting content to this website means you accept these Terms. If you do not agree with these Terms, do not use this website. These Terms will apply from the date on which you first use the website and your continued use of the website will constitute ongoing agreement to these Terms as updated from time to time.

In these Terms, 'us', 'we', 'our' and ‘ArtChain’ means ArtChain Global Pty Ltd (ACN 624 246 386) and our related bodies corporate.

1. Our Services

ArtChain provides a range of services (ArtChain service) which, amongst other things, enable you to:
  • ●   record artwork details and provenance on the ArtChain register,
  • ●   sell and purchase artwork on the ArtChain register; and receive the benefits of:
  • ●   ArtChain’s recording of the purchase of artwork on the ArtChain register, and
  • ●   ArtChain’s facilitation of payment processing.
ArtChain, acting as independent contractor under your instructions will make available to, and obtain orders from, users of the website to purchase your artwork. ArtChain will create a digital image map of the images provided by the seller so that it can be used for the purposes of future authentication and digital recording by ArtChain.

2. Account Registration

You must be a registered member to access certain features on our website, including to submit content to the website and to enter into transactions using our website.

When you register and activate your account, you will provide us with personal information such as your name, mailing and street address, email address, telephone number and other contact details, nationality, drivers licence number, passport number, ABN, bank account details and wallet information. You must ensure that this information is accurate and current. We will handle all personal information we collect in accordance with our Privacy Policy.

When you register and activate your account, we will provide you with a user name and password. You are responsible for keeping this user name and password secure and are responsible for all use and activity carried out under this user name.

To create an account, you must:
  • ●   be at least 18 years of age;
  • ●   possess the legal right and ability to enter into a legally binding agreement with us; and
  • ●   agree and warrant to use the website in accordance with these Terms.
Without prejudice to any other rights, we may refuse any person from becoming a member and/or deactivate your account without notice to you, if we reasonably believe you have breached these Terms. We will not be responsible for any loss, cost, damage or liability that may arise as a result. If we exercise our right to refuse you from becoming a member and/or deactivate your account, all rights granted to you under these Terms will terminate.

3. Personal Information Collection Notice

We collect personal information about you in order to process your registration, provide you with the services as outlined in clause 1 of these Terms and for purposes otherwise set out in our Privacy Policy at www.artchainglobal.com/privacy.

We may disclose that information to third parties that help us deliver our services (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, we may not be able to provide all of our services to you. We may also disclose your personal information to our website, service and app users, third party service providers, blockchain node owners and operators located in other jurisdictions, including China.

Our Privacy Policy explains: (i) how we store and use, and how you may access and correct your personal information; (ii) how you can lodge a complaint regarding the handling of your personal information; and (iii) how we will handle any complaint. If you would like any further information about our privacy policies or practices, please contact us at [email protected].

By providing your personal information to us, you consent to the collection, use, storage and disclosure of that information as described in the Privacy Policy and these Terms. This includes, but is not limited to, your consent to any information you choose to publish in the public section of the website being viewed, distributed or linked to within the website or in the course of delivering the ArtChain service.

4. Accuracy of information

The information on our website is not comprehensive and is intended to provide a summary of the subject matter covered. While we use all reasonable attempts to ensure the accuracy and completeness of the information on our website, to the extent permitted by law, including the Australian Consumer Law, we make no warranty regarding the information on this website. You should monitor any changes to the information contained on this website.

We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the use of this website or a linked website. You must take your own precautions to ensure that whatever you select for your use from our website is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.

We may, from time to time and without notice, change or add to the website (including the Terms) or the information, products or services described in it. However, we do not undertake to keep the website updated. We are not liable to you or anyone else if errors occur in the information on the website or if that information is not up-to-date.

5. Selling, Purchasing and Transferring Artwork

Selling artwork

Any member with a registered account and been verified as a Collector, Artist and Organisation (e.g. Gallery) role type, may offer artworks for sale which they own on the website. Under these Terms ArtChain acts as independent contractor under your instructions to market to and obtain orders from members for the purchase of your artworks on the website.

You agree that ArtChain is free to act in any capacity for any other person interested in promoting, marketing, selling and obtaining artworks from other members over the website, including any artwork that is the same as, or similar to, artworks that you own or sell on the website or elsewhere.

You hereby instruct ArtChain to facilitate the sale of your artwork which you submit to the website, which includes payment processing and/or assist with arranging for the delivery your artwork(s) in respect of orders placed by purchasers via the website in relation to your artwork. ArtChain will facilitate such payment and delivery in accordance with reasonable business practices.

You agree that ArtChain makes no representation that it will be able to procure an order for your artworks, whether at the retail price or at all, nor that you will obtain any benefit by entering into these Terms.
  • ●   ArtChain’s fee of 15% for facilitating the transaction, inclusive of any relevant goods and services tax (such as Sales Tax, GST, VAT, etc.) that ArtChain and / or you (as the case may be) are liable to account for to the appropriate tax authorities.
  • ●   the seller’s margin (“your margin”)
  • ●   Resale royalties (5% of the sale price), where applicable (Base Amount)
Shipping charges are not included in the sale price and will be managed independently with a third-party transportation company. When making each individual work available for sale you are able to input any price for the work that you wish greater than or equal to zero, The price for the artwork selected by you on the website for each of your artworks is used to calculate the dollar value of your margin for each sale and ArtChain’s commission.

You will not be able to change the retail price on an individual sale after a purchaser has submitted an order to the website.

You authorise ArtChain to deduct the Base Amount (which includes ArtChain’s margin for facilitation services, tax owed by ArtChain in relation to the transaction, where applicable and artist resale royalties where applicable) from the sales proceeds for your artworks before distributing your margin (which will include tax where applicable).

The Artist Resale Royalty (5% of the price) will only apply if this artwork is sold second time, and onwards, on our platform AND it has been authenticated by an artist on our platform. If the two conditions are not met, the resale royalty is not deducted from the final settlement amount to you.

We will pay your margin in accordance with the payment method you select on the website. The current available payment method being a transfer into your nominated bank account. This will usually take place on 21st day of the month, and if this day falls on a non-business day or Australian public holiday, it will take place two days after.

You may at any time request that we pay you the full amount in your account. We will endeavour to pay you this amount within 5 business days of your request

It is your responsibility to ensure ArtChain has current details of your postal address and bank account details. ArtChain will not be liable for any loss suffered by you if you provide us with incorrect details in relation to the payment method. If we are unable to pay you because you have given us incorrect details or your details are out of date, we will hold your margin for up to 12 months from the payment date. If you have not notified ArtChain of any amendment to the payment method details in that time your margin proceeds will be forfeited to ArtChain.

It is the seller’s responsibility to ensure the artwork pick up address is correct. ArtChain takes no responsibility for any artwork a purchaser does not receive because of errors in the pick-up address provided by the seller. Any additional charges related to this error by the third party delivery company will be transferred to the seller.

You authorise ArtChain to collect, hold and distribute the sale proceeds from purchasers of your artwork(s). The monies will be held in a trust account until settlement time, usually when the purchaser has confirmed receipt of the artwork. Should the purchaser fail to confirm receipt 60 days after the artwork has been picked up from seller, ArtChain will proceed with the settlement to the seller. ArtChain will send you an email to the email address you registered in your account to notify you when an order has been placed for your products.

Each party is responsible for their own taxes associated with each transaction and will account for any taxes imposed by governments or governing authorities, and related accounting or audit requirements arising out of, as a result of, incidental to, or in connection with obligations under these Terms. We recommend that you consult with your tax advisor as to the application of taxes for you, as the seller of artworks. This may include Sales Tax, VAT, GST and other transactional taxes.

ArtChain will not collect or pay taxes on your behalf as ArtChain is merely acting as an agent in facilitating the sale of your product to the purchasers. As previously stated, the amounts distributed to you will be deemed to be inclusive of any taxes, if applicable. You will at all times be solely responsible for reporting and remitting any tax liabilities arising out of the sale of your products together with any potential interest or penalties that any tax authority may levy as a result of non-compliance. If you are registered for VAT in the EU, ArtChain may, upon your request, provide you with a VAT invoice for any charges levied by us.

If you have an Australian Business Number (ABN) or Value Added Tax (VAT) you may submit your ABN or VAT to the website where requested. If you do not have an ABN or VAT, or if you elect not to submit your ABN or VAT to the website, you will be required to provide more information about the circumstances under which you are offering your products for sale on the website, including whether any of the Australian Taxation Office (ATO) or appropriate tax authority exemptions apply to you.

For the avoidance of doubt, all tax-related reporting responsibilities by you to relevant tax authorities are entirely your responsibility.

Purchasing artwork

You must be a registered member to purchase an artwork on the Website.

Members can purchase artworks on the ArtChain website using the payment facilities which supports WeChat, Alipay, PayPal and major credit cards

The price you pay is fixed at the time of purchase.

You may not cancel a purchase once it has been submitted.

All items purchased from the website are delivered pursuant to arrangements with third party shippers under your instructions. This means that title and risk for loss for such items pass from the seller to the purchaser without passing through ArtChain prior to the goods being delivered to the purchaser under the purchaser’s instructions. The shipping, packaging and handling charges due by the purchaser in relation to an artwork will vary depending upon the size, price of the artwork and location.

It is the purchaser’s responsibility to ensure the artwork delivery address is correct. ArtChain takes no responsibility for any artwork a purchaser does not receive because of errors in the delivery address given to us.

We do not warrant, endorse, make representations about or recommend any content on our website or artwork offered for sale on our website by any member user.

You acknowledge that despite our reasonable precautions, artworks may be listed at an incorrect price or with incorrect information or may be unavailable. This may be due to an error or similar oversight. You acknowledge that we cannot facilitate a purchase where such an error exists and hereby instruct us to cancel such a purchase and take other action as required.

You authorize us to cancel an order if we believe that it is being made in contravention of this agreement, or in contravention of the rights of any person or any law. We may cancel an order even if it has been confirmed and the customer’s payment method account has been charged. We reserve this right up until the time of delivery of the product to that customer. If a cancellation of this nature occurs after the customer has been charged for the product, we will credit the customer’s provided bank account for the amount in question.

In Australia, our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these terms and conditions purports to modify or exclude the conditions, warranties and undertakings, and other legal rights, under the Australian Competition and Consumer Act and other laws. Any and all other warranties or conditions which are not guarantees by the Australian Consumer Law or the Competition and Consumer Regulation 2010 are expressly excluded where permitted, including liability for incidental or consequential damages caused by breach of any express or implied warranty or condition.

If you receive a damaged artwork, then you must make contact with ArtChain, using the Returns form on the platform, within 14 days of receipt to tell us about the nature of the damage. ArtChain will make the assessment on a case by case basis. The final refunded amount will be dependent on the outcome of the assessment. You can find out more details at our Returns Policy – www.artchainglobal.com/returnspolicy

Please be aware that publishing to the website is creator-controlled and we do not screen all of the content on our website. It is the purchaser’s responsibility to verify the quality of the content (including but not limited to the artwork measurements, condition etc.) before ordering an artwork. These terms relating to damaged artworks do not apply to content on the website, only to the physical artworks being purchased.

Transferring artwork title

Member users who own a registered artwork on the website are able to transfer artwork title to another member user on the platform for a once-off fee of AUD $99 per transfer (introductory promotion). Once the fee payment is successful, the new owner will be notified and this transaction will be recorded as part of the artwork provenance on ArtChain’s blockchain.

6. Intellectual property rights and licence

Unless otherwise indicated, we own or license from third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in this website and in all of the material (including all text, graphics, logos, audio and software) made available on this website (Content).

Your use of this website and use of and access to any Content does not grant or transfer any rights, title or interest to you in relation to this website or the Content. However we do grant you a licence to access the website and view the Content on the terms and conditions set out in this Agreement and, where applicable, as expressly authorised by us and/or our third party licensors.

By submitting content to the website (User Content), you automatically grant us a royalty-free, perpetual, irrevocable, non-exclusive, transferable right and licence to edit, adapt, modify and change that User Content in any manner and to reproduce, display and use it in any other manner and in any media (whether now known or later devised) throughout the world in perpetuity. You consent to us doing any act or omitting to do any act comprised in any or all of your moral rights in any User Content you submit.

You warrant that you have all rights and permissions necessary to provide, upload and grant the licence to the User Content to us and you agree to indemnify us if any third party takes action against us in relation to the User Content you provide. If you post any User Content to the Website, we have the right to take it down or modify it at our sole discretion and without notice.

Any reproduction or redistribution of this website or the Content is prohibited and may result in civil and criminal penalties. In addition, you must not copy the Content to any other server, location or support for publication, reproduction or distribution is expressly prohibited.

All other use, copying or reproduction of this website, the Content or any part of it is prohibited, except to the extent permitted by law.

7. Linked sites and third party content

The Website may contain links to or display the content of third parties (Third Party Content), including links to websites operated by other organisations and individuals (Third Party Websites).

Third Party Content and Third Party Websites are not under our control. We do not endorse, approve or make any warranty or claim regarding Third Party Content, Third Party Websites or the products, services or information available on any Third Party Website, or in respect of the owner or operator of a Third Party Website or their conduct.

If you use or rely upon Third Party Content or Third Party Websites, you do so solely at your own risk.

8. Unacceptable activity

You must not and must not permit a third party to do any act that we would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to our website, including but not limited to:

(a) any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual’s consent) or any other of the legal rights of individuals;
(b) using this website to defame or libel us, our employees or other individuals;
(c) using any unauthorised method or process (including data scraping, web-bots, collection or accumulation tool, robot, spider or scripted responses) for the purpose of obtaining, processing, copying, replicating, distributing, reconfiguring, republishing, viewing, assessing, analysing, modifying or repackaging any data or content from the website (this does not prevent you from using any authorised download or data export function that is available through the website's user interface once you have logged into your account);
(d) circumventing, disabling or otherwise interfering with security-related features of the website;
(e) doing anything which will or may damage, disrupt access to or interfere with the proper operation of the website, or upload or permit any virus or malicious code to adversely affect the website, any associated equipment or data, our property or the property of other individuals; or
(f) submitting, posting or transmitting to this website any non-authorised material including, but not limited to, material which:
(i) may infringe the intellectual property or other rights of another person;
(ii) is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint; or
(iii) in our sole opinion, is likely to cause annoyance, or which is defamatory, racist, obscene, vulgar, profane, indecent, violent, threatening, sexually explicit, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party’s systems or network security.

9. Reporting and investigating inappropriate content

We may, at any time and at our sole discretion, investigate any reported or suspected breach of these terms, unauthorised or unlawful use of the website by you or any other user, and/or edit, refuse to accept the registration of a user account and/or the submission of any User Content.

Notwithstanding our rights under these Terms in relation to User Content, we do not undertake to monitor the submission of such content to, or the publication of such content on, our website, to the extent permitted by law.

We reserve the right to take such actions as we deem necessary to preserve the security and integrity of the website, the quality of the services we provide, our reputation and the reputation of the users of the website. These actions may include (but are not limited to):
  • (a)   suspending or terminating user accounts;
  • (b)   reporting any unlawful conduct to the appropriate authorities; and
  • (c)   otherwise taking appropriate legal action.

Please help us by letting us know straight away about any inappropriate, or potentially inappropriate, content you see on the website, email us at [email protected].

If you believe your copyright or other intellectual property rights are being used in a way that constitutes an infringement, infringed, please notify ArtChain at [email protected] and include the following important information:

1. an electronic or physical signature of the person authorised to act on behalf of the owner of the relevant matter;
2. a description of the matter claimed to have been infringed;
3. a description of where the claimed infringing content is located on the ArtChain website. Copy the URLs and include it in your communication to ArtChain.
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorised by the owner, its agent, or the law;
6. a statement by you that:
  • a. the above information is accurate; and
  • b. you are authorised to act on behalf of the owner of the rights involved.

  • 10. No commercial use

    You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any Content, software, products or services contained within this website. You may not use this website, or any of its Content, to further any commercial purpose, including any advertising or advertising revenue generation activity on your own website, without express written permission from us.

    11. Warranties and disclaimers

    You acknowledge and agree that the Website is provided on an ‘as is’ basis. The Australian Consumer Law and/or the Competition and Consumer Regulation 2010 may confer rights and remedies on you which cannot be excluded, restricted or modified. We do not exclude the Australian Consumer Law, but, to the extent permitted by law, we:
    (a) expressly disclaim any and all other warranties, express or implied, including that access to the Website will be uninterrupted or error free or any warranty of merchantability or fitness for purpose;
    (b) will not be liable for any special, incidental, exemplary, punitive or consequential damages whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not we have been advised of the possibility of such loss or damage;
    (c) shall not be liable for any loss or damage as a result of your breach of these Terms.
    Nothing excludes or limits our liability for death and personal injury caused by negligence; fraudulent misrepresentation; or any other liability which cannot be limited by applicable law.

    We reserve the right to restrict, suspend or terminate without notice your access to this website, your account, any Content, or any feature of this website at any time without notice and we will not be responsible for any loss, cost, damage or liability that may arise as a result.

    We do not endorse any opinion, advice or statement made by any person on or in relation to this website other than us.

    You warrant, and must ensure that, all information and User Content you submit:
    (i) is not illegal or discriminatory and does not contain confidential information;
    (ii) is not obscene, threatening, harmful, harassing, bullying, or racially or ethnically objectionable;
    (iii) is not defamatory;
    (iv) is not sexually explicit, pornographic, vulgar, profane, indecent or violent;
    (v) does not include any information that could be used to identify an individual, including any photo, image or name of any individual;
    (vi) does not impersonate any individual;
    (vii) does not breach any law or advocate any illegal activity;
    (viii) is not false, untrue, misleading or deceptive;
    (ix) does not infringe the intellectual property rights (including copyright) of anyone; and
    (x) is not otherwise injurious to anyone (including us and our related parties).

    12. Limitation of liability

    To the maximum extent permitted by law, including the Australian Consumer Law, in no event shall we be liable for any direct and indirect loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered due to your use of our website and/or the information or materials contained on it, and/or as a result of our cancellation of your account, and/or the inaccessibility of this website and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date.

    13. Indemnity

    You agree to indemnify us, our related bodies corporate and each of our officers, employees, agents, contractors, suppliers and licensors (collectively Affiliates) of us in respect of any liability, loss or damages (including all legal and other costs on a full indemnity basis) suffered or incurred by them arising (in whole or part) out of the breach of or failure to comply with any of these Terms, or any other default or wrongful conduct in relation to the subject matter of these Terms, on the part of you or any of your Affiliates.

    14. Jurisdiction and governing law

    Your use of the website and these Terms are governed by the law of Victoria and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria.

    15. General

    We accept no liability for any failure to comply with these Terms where such failure is due to circumstances beyond our reasonable control.

    If we waive any rights available to us under these Terms on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

    If any of these Terms are held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force.

    You may close your account at any time by contacting [email protected] and request that your account be cancelled. If you cancel your account your profile details, wallet balance, artwork collection details, transaction details, followed details will be retained on the blockchain but will not be retrievable from the blockchain, and will be removed from the user interface and database.

    Last Update to Terms: 1st May 2019