Terms and Conditions
These Terms and Conditions (the “T&C”) apply to the use of Artoficial’s website located at https://artoficial.pro/ (the “Website”). The Website includes Artoficial’s ecommerce store at https://artoficial.pro/store/ (the “Store”). The Store is operated by Artoficial OÜ, a legal entity established in accordance with Estonian laws (“Artoficial”). Learn more about Artoficial at https://artoficial.pro/about/.
The T&C apply to the use of the Website, any purchases of goods or services via the Store and to resale of goods or services. The T&C are an integral part of any agreements concluded between you and Artoficial. Please read the terms and conditions thoroughly before using the Website and the Store, transferring data to Artoficial and/or concluding contracts with Artoficial.
Contact details:
Name | Artoficial OÜ |
Registry code | 16029922 |
Address | Saue 6-1, 10612 Tallinn, Estonia |
Please read the following conditions in more detail below:
Table of Contents
Our Services and Your Use of the Website
Background and Permitted Use
Artoficial Store is an online environment for selling art. Each artwork featured in the Store (the “Artwork”) is an unique piece of art. There is only one of each Artwork available. However, Artoficial Store is not quite like any other store you have visited before. In addition, it is an art experiment – every Artwork bought via the Store will be registered in the project archive. For the success of the experiment, it is vital to make sure that Artoficial is aware of each owner of each Artwork. To read more about Artoficial’s experiment, please see https://artoficial.pro/about/.
The Website is the property of Artoficial. By using the Website (including the Store), you agree to these T&C; if you do not agree, please do not use the Website. As long as you comply with these T&C, Artoficial grants you a personal, non-exclusive, non-transferable privilege to enter and use the Website (including the right to use the Store).
Intellectual Property Rights
All text, data, graphics, images, user interfaces, visual interfaces, photographs, videos, trademarks, logos, sounds, music, artwork, computer code or any other material (the “Materials”) and all intellectual property rights related to the Materials are vested in Artoficial, unless any such rights are vested in the artist i.e. the creator of the Artwork (the “Artist”). All intellectual property rights, including but not limited to copyright, author’s rights, etc. related to the Artwork are at all times vested in the Artist and only licenced to Artoficial. Upon purchase of the Artwork, you do not acquire any related intellectual property rights – you become the owner of a physical object.
Prohibition on Reproduction
Except as expressly provided in these T&C, no part of the Website and no Artwork may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way for any commercial purposes, without Artoficial’s explicit prior written consent. For the avoidance of doubt – this does not prevent you from presenting the purchased Artwork as is customary.
Prohibition on Malicious Use
You shall not use the Website for any purpose that is unlawful or malicious. You may not attempt to gain unauthorized access to the Website; probe, scan or test the vulnerability of the Website; interfere with the proper working of the Website, etc. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
Sales Agreement
Concluding of the Sales Contract, Information about Products and Prices
Parties to the Sales Contract. The T&C apply to the purchase of Artworks from the Store. The sales contract is concluded between the customer (as the buyer) and Artoficial (as the seller).
Information about the Artwork is presented in the Store directly next to the Artwork and on each individual subpage about the specific Artwork. Furthermore, there is a video available on the Artoficial YouTube channel about the making of each Artwork, which gives additional information about the Artwork – thus allowing an unique glimpse into the Artist’s inner world.
Pricing Information. Among other things, the price of each Artwork is indicated next to the Artwork. The prices shown in the Store are indicated in euros. VAT may be added to the indicated price if VAT is applicable. Please note that the price of each Artwork changes over time. The published prices are valid only for a limited time. The price is fixed the moment when the customer clicks the “Add to Cart” button (for more information about the Cart, see below Section “Checkout and Payment”).
Pricing of an Artwork. The price of a particular Artwork depends on the current number of subscribers on Artoficial YouTube channel, multiplied by the sequence number of the Artwork (Artworks are indexed by completion time throughout the experiment). For example, if the Artoficial YouTube channel has 100,000 subscribers, the artwork #1 will be priced at EUR 100,000, the artwork #2 will be priced at EUR 200,000, etc. As the number of subscribers changes, so does the price. For clarity, each individual subscriber may not affect the price of the Artwork. The price depends on the number displayed publicly about Artoficial YouTube channels’ subscribers. Such number may be rounded in accordance with YouTube rules.
Special Pricing Conditions for Commission Sales. Please note that the price of an Artwork may be higher than the price determined in accordance with the above Section “Pricing of an Artwork” if the Artwork is resold by Artoficial under the commission agreement with an owner of the Artwork (see Section 3 regarding the commission agreement). In this case, the higher price of the Artwork is determined by the owner.
Shopping in the Store
Adding Artworks to the Cart. To buy an Artwork, the desired Artwork (or Artworks) must be added to the cart (the “Cart”). As it is one unique work of art, but several people may have an interest in it, a very limited reservation option is provided in the Store. The very second you click the “Add to Cart” button to buy the product, the Artwork is reserved for you only for the next 20 minutes. You should act fast in order to buy the product, because after 20 minutes, other buyers can buy the Artwork (unless a payment has been made and the Artwork has been sold). The customer can conveniently monitor the remaining time as there is a corresponding counter displayed on Website. The countdown is activated when the customer clicks the “Add to Cart” button for the Artwork.
Checkout and Payment. You do not have to register an account to purchase an Artwork. Once the desired Artworks have been added to the Cart, please click “Proceed to Checkout”. In order to place the order, the required data fields (billing and shipping details) must be filled in. You will then be shown the amount of the total fees. There are several payment methods available (such as PayPal, credit cards (Visa, MasterCard), and direct bank payment links for Estonia, Latvia, Lithuania). You must pay the sales price of the Artwork and the delivery costs in full in advance. Only after paying, you will receive a confirmation about the purchase, and we will start preparing the Artwork for shipping.
Conclusion of the Sales Contract. Upon receipt of payment to the Artoficial’s account, the sales contract has been concluded. As noted above, an automatic order confirmation will be sent to your e-mail address. Please note that a commission agreement will be concluded at the same time (see Section 3 regarding the commission agreement).
Cancellation by the Store. Artoficial reserves the right to cancel the order if the Artwork cannot be delivered. In particular, but not limited to, Artoficial has the right to cancel the order if (i) the Artwork was purchased by several persons simultaneously due to a technical failure; (ii) Artoficial would violate international sanctions in concluding the transaction; (iii) the delivery of the Artwork to the destination selected by the customer is unreasonably complicated or even impossible. The buyer will be notified as soon as possible (Cancellation Notice) and the money paid will be refunded no later than within 14 days of sending the Cancellation Notice.
Delivery
Shipping Locations and Restrictions. Artoficial ships Artworks world-wide with DHL courier. Artoficial may impose restrictions or exclude countries. Additional shipping restrictions may apply in case of international shipping restrictions, international sanctions, insufficient level of copyright protection, pandemics, military conflicts, or for any other reasonably substantial grounds.
Delivery Costs. The delivery costs are added to the price of the Artwork. All costs related to shipping, custom duties (import, export), transport etc. are borne by the customer. The delivery costs may vary depending upon the delivery address, but also upon the size and price of the Artwork. The information regarding delivery costs is displayed in the checkout process. The customer undertakes to pay taxes, duties and any other charges applicable in the country of destination according to the information provided by the officials in the country of destination. Artoficial does not provide or undertake to provide the customer with information about possible costs or obligations arising in the country of destination.
Notification regarding the Dispatch of the Order. When the Artwork is handed over to the courier, an invoice and a tracking code will be sent to the e-mail address provided during check-out. Upon delivery of the Artwork you will also receive a delivery notice.
Receiving the Artwork. It is your responsibility to ensure the delivery address is correct. Artoficial takes no responsibility for any Artwork a customer does not receive because of errors in the delivery address given to us. If the Artwork cannot be delivered to you for a reason in your control (incl. you are not present at the agreed time), you may be obliged to pay additional delivery costs, fee for depositing the Artwork, compensation for damages, etc. Artoficial is not obliged to deliver the Artwork to you until you have paid the additional fees.
Lost in Delivery. If the Artwork gets lost in the delivery and there is no way to recover its location (we cannot find it even in co-operation with the courier company), we will give you a full refund. The refund will be paid out within 30 days after declaring the status as “Lost during delivery”. When the shipment gets lost in the delivery, we cannot provide you with a duplicate/copy of the Artwork, since all of the Artworks are unique and will be only made once by the artist.
Right of Withdrawal
As the Artworks are fragile items, they are not meant for traveling back and forth many times with a courier company. Buying an Artwork is an investment into the future and in case you don’t fancy the Artwork after it has arrived, we recommend you to just wait until it’s price rises and resell it to a new art lover (please see Section 3 regarding the terms of Resale).
However, as a consumer you still have the right to withdraw from this sales agreement within 14 days from the day on which you acquire or a third party indicated by you acquires (other than the carrier) the physical possession of the Artwork. Your decision to withdraw from this sales agreement must be an unequivocal statement (e.g. a letter sent by post or e-mail). Artoficial will repay to the consumer payments received from the consumer (price of the Artwork, delivery costs). Please note that Artoficial may refuse to repay any payments received from the consumer until the consumer has returned the Artwork to Artoficial or until the consumer has supplied evidence of having sent the Artwork to Artoficial. To ensure that the Artwork reaches its destination unharmed, Artoficial requests the consumer to send photos of the Artwork and it’s secure packaging before handing it over to the courier company.
You must bear all costs related to the withdrawal, in particular the delivery costs of the return of the Artwork to Artoficial which includes any costs necessary to sufficiently and securely wrap the Artwork for transport. These costs will not be repaid or reimbursed by Artoficial. If possible, Artoficial recommends returning the Artwork in the same or similar secure packaging in which the Artwork was delivered to the consumer.
If the returned Artwork is damaged, broken, ruined or has any other defect which was not present when the Artwork was dispatched by Artoficial, Artoficial has the right to use legal remedies against the consumer (i.e. to claim damages).
To exercise the right of withdrawal, you must inform Artoficial using the following contact details:
Name | Artoficial OÜ |
Address | Saue 6-1, 10612 Tallinn, Estonia |
If you wish to return the Artwork, you may use the following model withdrawal form, but it is not obligatory:
________________________________________________________________________________________________________________________
Model Withdrawal Form
(Complete and return this form only if you wish to withdraw from the sales agreement).
TO:
Artoficial OÜ
Saue 6-1, 10612 Tallinn, Estonia
FROM:
Name: …
Address: …
E-mail: …
DATE: …
I/We* hereby give notice that I/We* withdraw from my/our* sales agreement of the following Artwork(s):
Artwork name: …
Order No: …
Ordered on: ….
Received on: …
Signature (if this form is notified on paper)
___________
(*) Delete as appropriate.
________________________________________________________________________________________________________________________
Commission Agreement for Resale of Artwork
Please bear in mind that part of the experiment is to follow the journey of the Artworks. It is important for Artoficial and vital for the experiment to succeed. Upon the conclusion of the sales agreement the parties are also deemed to have entered into a commission agreement for any future resale of the Artwork. The commission agreement means that if you wish to sell the Artwork purchased from the Store, you must sell the Artwork also via the Store. The commission agreement does not oblige you to ever sell the Artwork, but if you want to sell the Artwork, you must follow the terms of the commission agreement.
Terms of Commission Agreement
Object of the Commission Agreement. By the commission agreement, Artoficial (as the commission agent) undertakes to enter into a transaction in the commission agent’s own name and on account of the customer (as the principal), to sell the Artwork belonging to the principal.
Notification of a Desire to Sell the Artwork. If the customer has decided that he or she wishes to resell the Artwork, the customer must notify Artoficial using the contact details provided in these T&C. Upon receipt of the notification, Artoficial has the right to ask the customer to provide information or documents, which would enable Artoficial to identify the customer. To start the resale process, the customer must deliver the Artwork to Artoficial. The Artwork must be sent to Saue 6-1, 10612 Tallinn, Estonia. The delivery costs will be borne by Artoficial. The customer undertakes to sufficiently and securely wrap the Artwork for transport. If the returned Artwork is damaged, broken, ruined or has any other defect which was not present when the Artwork was dispatched by Artoficial, Artoficial has the right to use legal remedies against the customer (i.e. to claim damages).
The Procedure for the Resale. The resale of the Artwork in the Store takes place under the same procedure and under the same conditions as the initial sale of the Artwork – except for the price of the Artwork. The Artwork is displayed with status “Add to Cart” in the Store and everyone can buy it as described in these T&C.
Price of the Artwork. The price of the Artwork is the price indicated in the Store (i.e. the price that depends on the current number of subscribers on Artoficial YouTube channel, multiplied by the sequence number of the Artwork, see above Section 2.1 “Pricing of the Artwork”). By agreement with Artoficial, the customer may set a higher price for the Artwork, but the customer may not set a lower price for the Artwork under any circumstances. The customer hereby confirms that the customer understands the pricing system and agrees to the pricing determined by Artoficial.
Commission (Fee). The customer undertakes to pay Artoficial a fee (a commission). Artoficial has the right to demand payment of commission the moment that the money for the Artwork has been received from the new buyer. The commission is the amount in euros that corresponds to the number of subscribers of the Artoficial YouTube channel (number of subscribers may be rounded in accordance with YouTube rules) at the moment of the resale, but not higher that 50% of the price of the Artwork. This means that if at the time of the resale (receipt of money for the Artwork from a new buyer), the channel has 1,000 subscribers, the commission is EUR 1,000 (or EUR 500 in the case of Artwork #1). For the sake of clarity, the payment for the Artwork (from the new buyer) is received by Artoficial to an account designated by Artoficial, the amount of commission is deducted from it and the remaining amount is transferred to the customer’s (i.e. the customer reselling the Artwork) account (designated by the customer) in 30 days from receiving the payment from the new buyer. If the new sales agreement is subsequently cancelled (for example the sales contract was not performed due to circumstances dependent on the customer), the commission is not refunded to the customer. If the customer has already received the payment from Artoficial, the customer undertakes to reimburse the whole sales price (including additionally the amount of the commission) to the new buyer. If the customer has not yet received the payment from Artoficial, the customer undertakes to reimburse additionally the amount of the commission.
Other Expenses and Damage. If the new sales agreement is cancelled (and/or not performed) for other reasons than the customer’s breach, Artoficial may demand from the customer the reimbursement of expenses incurred in the course of performing the activities of the agent in an amount deemed to be reasonable under the circumstances. If Artoficial suffers damage as a result of the customer’s actions or omissions, such damage is not covered by the commission and Artoficial has the right to demand additional compensation for the damage from the customer.
Limitation of Liability. As a commission agent, Artoficial is in no case liable for the performance of the obligation of a third party.
Right of Security. Artoficial has the right of security over an Artwork (commission object) in Artoficial’s possession in order to secure any claims, including but not limited to:
- a claim for reimbursement of expenses incurred on a commission object;
- a claim for payment of commission;
- a claim for compensation of advance payments made with the consent of the customer in order to acquire a commission object;
- a claim for release from obligations assumed with respect to a commission object with the consent of the customer.
Term. The commission agreement is entered into for 15 years. The commission agreement does not expire upon the death of the customer. In the event of the death of the customer, the successors of customer must immediately inform Artoficial thereof.
Cancellation. Neither party has the right to cancel the commission agreement before the end of the art experiment. The exact end date of the experiment is not known at the time of concluding the commission agreement. The customer will be notified of the end date at least 1 month in advance. The notice regarding the end date of the experiment does not cancel the commission agreement, but with the notice, both parties gain the right to cancel the commission agreement by notifying the other party at least 1 month in advance.
Donations and Gifts
If you wish to make a gift or donate the Artwork to someone (private person or organization), please let us know and we will provide the correct documentation for the handover to the new owner. Gifting or donating the Artwork is allowed only with Artoficial’s prior written consent. If Artoficial consents to the gift or donation, the fee for preparing documentation of ownership is EUR 500. The recipient of the gift or donation must agree to terms and conditions equivalent to these T&C.
Artoficial has the right to not give a consent for gifting or donating the Artwork. Artoficial does not have to give any reasons for the refusal. Artoficial has the right to refuse giving the consent including, but not limited to, in cases when the recipient of the gift or donation does not agree to be bound by terms and conditions equivalent to these T&C.
What to Do in Case of Theft?
If the Artwork is stolen, we kindly ask you to let us know that you have fallen victim of a theft. We will certainly ask you to make a statement to the police and we will reserve the right to partake or assist in the proceedings if we deem it necessary. In case of a lost (stolen) Artwork, the price of the Artwork in the Store will not be shown. Artoficial may ask for additional evidence or documents to support your statement (for example an official statement from the police department). If Artoficial deems the Artwork to be stolen, Artoficial will add a notification in the Store which states that the Artwork is stolen and must be returned to the rightful owner. The Artworks value will not increase while missing.
Violation of the T&C
Right to Rely on the Legal Remedies. If you fail to perform or fail to perform in a duly manner any of the obligations prescribed in these T&C, Artoficial has the right to rely on the legal remedies provided by applicable laws. Please note that there is an obligation to pay a contractual penalty for major infringements.
Contractual Penalty for Breach of Resale Conditions. If you breach the commission agreement, which requires you to resell the Artwork only through the Store, you shall pay to Artoficial a contractual penalty per each individual breach. If you are in material breach of any obligations stipulated in Section 3 (including but not limited to: if you resell any Artwork through any channel other than the Store, you do not report the loss or theft of the Artwork, you donate or gift the Artwork without the prior consent of Artoficial), you shall pay per each individual breach to Artoficial a contractual penalty of 10 times the value of the Artwork (this means that if the price of the Artwork is EUR 100, the amount of the contractual penalty is EUR 1,000). The value of the Artwork is calculated as of the moment of the violation or as of the moment of Artoficial becoming aware of the violation, if the moment of the violation is not reliably known to Artoficial. The maximum value of the contractual penalty is EUR 1,000,000 .. You undertake to pay the demanded contractual penalty within fourteen (14) days as from the date of notification by Artoficial.
Contractual Penalty for Intellectual Property Infringement. If you infringe any intellectual property rights owned by or licenced to Artoficial (including if you are in breach of Clause 1.3 Prohibition on Reproduction), you shall pay to Artoficial a contractual penalty of up to EUR 50,000 per each individual breach. Artoficial may claim a contractual penalty in reduced amount in the case of a minor infringement. For the avoidance of doubt, it does not oblige Artoficial to reduce the contractual penalty. You undertake to pay the demanded contractual penalty within fourteen (14) days as from the date of notification by Artoficial.
In any case the payment of contractual penalty will not exempt the customer from fulfilling its obligations under the T&C or from paying compensation for damage caused if damage exceeds the contractual penalty. Artoficial may claim payment of the contractual penalty regardless of the actual existence or extent of the damage.
Limitation of Liability
Artoficial is only liable for damage, disfigurement, deficiency, or defect, which already existed at the time of delivery of the Artwork. Artoficial is not responsible for damage, disfigurement, deficiency, or defect that have occurred after the transfer of the Artwork to the customer.
Artoficial is not liable to customers, or any other third party for any loss, damage, or injury which results from the use, presentation, installation, handling or application of Artwork, unless the loss or damage results directly from the intentionally tortious or fraudulent acts or omissions of Artoficial.
To the extent permitted by applicable law, Artoficial is liable only where damage is caused intentionally or due to gross negligence. To the extent permitted by applicable law, Artoficial shall in no event be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to any loss of use, loss of profits, loss of business revenue or earnings, loss of data, interruption of business.
Governing Law and Dispute Resolution
Governing Law
These T&C shall be governed by and construed in accordance with the laws of Estonia.
Submission of Complaints
Examination of the Delivered Artwork. The customer must promptly examine the purchased Artwork or have the purchased Artwork examined. The customer should notify Artoficial of any damage, disfigurement, deficiency, or defect with the order as soon as possible. If the buyer is acting for the purposes of the buyer’s economic or professional activities, the buyer undertakes to review the work within 2 working days. In the case of non-performance by Artoficial you have the right to require the performance of the obligation; withhold the performance of an obligation which is due; demand compensation for damage; withdraw from or cancel the contract or reduce the price.
Deadline for lodging and responding to the complaint. With any complaints, the customer must turn to Artoficial at the latest within 2 months of receiving the Artwork. If the buyer is acting for the purposes of the buyer’s economic or professional activities, the buyer must turn to Artoficial at the latest within 2 weeks of receiving the Artwork. Artoficial will respond to your complaint in writing or in a form that can be reproduced in writing within 15 days.
Returns and Reimbursement. If the Artwork has damage, disfigurement, deficiency, or defect for which Artoficial is responsible, Artoficial will return the price and all the fees associated with the sales agreement (including delivery costs) to the customer. Generally, we cannot provide you with a duplicate/copy of the Artwork, since all of the Artworks are unique and will be only made once by the artist. If in any specific case it may be possible to correct or eliminate the damage, disfigurement, deficiency, or defect, this could be done by separate agreement with the customer.
Dispute Resolution
If you have any complaints regarding the Store, Artworks or Artoficial, please contact us using the contact details provided above. You have the right to rely on the legal remedies provided by applicable laws. We always try to resolve disputes by agreement.
If no agreement is reached, the courts of Estonia have exclusive jurisdiction to settle any dispute arising out of or in connection with these T&C (including a dispute regarding the existence, validity or termination of the T&C). Harju County Court (Harju maakohus) will be court of first instance. The jurisdiction is agreed upon inter alia for the event where the defendant settles in, or transfers the place of business or seat thereof to another country after entry into the agreement, or if the residence, place of business or seat of the defendant is not known at the time of filing the action. The foregoing shall not deprive the consumer of the right to have recourse to another dispute resolution body or court where the law applicable to the consumer so provides.
If you are a natural person (consumer) you can also turn to the Estonian Consumer Disputes Committee and/or European Union’s Consumer Dispute Resolution Platform.
Miscellaneous
Taxes
The price (including VAT, if applicable) will be shown after checkout. You are solely responsible for declaring and paying the taxes that concern you and your duties in your resident country. Artoficial is in no case responsible or liable for the declaration or payment of taxes applicable to the customer.
Privacy Policy
For information about processing of your personal data, please see Artoficial’s Privacy Policy HERE.
Updates to the T&C
To the transactions, the T&C in force at the time of the transaction will be applied. When making a purchase, we recommend that you save and/or print the T&C.
Artoficial reserves the right, at its sole discretion, to change, modify, add or remove portions of these T&C. When changing the T&C, the updated terms are available in the Store. It is your responsibility to check these T&C periodically for changes. For the avoidance of doubt, such change or amendment of the T&C shall not alter the agreements already concluded, unless the parties have agreed otherwise.
These T&C have been last updated on 14. July 2022.