Terms & Conditions
These Terms and Conditions (“T&C“) of ArtXX AG, UID: CHE-391.058.957, with registered office in Zug, Switzerland ( “ArtXX“) apply to the use of the platform provided by ArtXX for the purchase and sale of artwork, in particular the website https://wengartinvest.com and the Weng Art Invest Platform https://platform.wengartinvest.com, (“Platform“), as well as to all services provided in connection with the Platform (the Platform and the services offered in connection with the Platform are hereinafter collectively referred to as “Services” and the underlying contract incorporating the Platform’s T&C is referred to as the “Platform Agreement“).
1. Scope
1.1Â Â Â Â Â Â Â Â Â Â Â Â Â These T&C apply to the contractual relationship between ArtXX and a user of the Services offered via the Platform (“User“).
1.2Â Â Â Â Â Â Â Â Â Â Â Â Â Insofar as a User uses the Services to purchase tokenized artwork via a Platform, the underlying contractual relationships, including the purchase and sale of artworks, and the custody of the artworks are governed by these T&C and a separate agreement between ArtXX as the seller and the User as the buyer (“Purchase Agreement“). The Purchase Agreement shall prevail over these T&C in the event of any contradictions.
1.3Â Â Â Â Â Â Â Â Â Â Â Â Â In the event that the Platform is made available via an App Store, these T&C shall apply in addition to the terms of use provided by Apple (as operator of the iTunes/ Apple App Store), Google (as operator of the Google Play Store) or other providers (hereinafter collectively the “App Store Operators“). In the event of any conflict, these T&C shall prevail over the App Store Operators’ terms of use with respect to the relationship between ArtXX and the User. However, the App Store Operators are entitled to enforce the rights arising from their terms of use directly against the Users.
1.4Â Â Â Â Â Â Â Â Â Â Â Â Â Terms and conditions of the User shall not apply, even if ArtXX has not expressly objected to their application in individual cases.
1.5Â Â Â Â Â Â Â Â Â Â Â Â Â By registering on the Platform and creating a User Account (see section 2), the User accepts these T&C in a legally binding manner. By using the Services offered via the Platform, the User confirms that it has read these T&C and fully agrees to them. Should this not be the case, the use of the Platform by the User is not permitted.
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2. Registration, User Account
2.1Â Â Â Â Â Â Â Â Â Â Â Â Â The use of the Services requires the successful registration and creation of an account (“User Account“) with mandatory information as specified on the Platform, in particular a password and a valid e-mail address. The e-mail address must be suitable for long-term communication and must be confirmed by the User; in particular, so-called disposable e-mail addresses are not permitted. The creation of a User Account is free of charge.
2.2Â Â Â Â Â Â Â Â Â Â Â Â Â All information provided by the User must be complete, accurate and correct. The User is responsible for ensuring the confidentiality of its User Account and password and for restricting access to its computer and mobile devices, and to the extent permitted under applicable law, agrees to be responsible for all activities that occur through its User Account. The User shall take all necessary and reasonable steps to ensure the confidentiality of its password and shall inform ArtXX without undue delay if it has any reason to believe that a third party has gained knowledge of its password or that the password is being, or is likely to be, used in an unauthorised manner. The User can review all provided information in the User Account section of the Platform.
2.3Â Â Â Â Â Â Â Â Â Â Â Â Â The User undertakes to ensure that during the period of use of the Services all information and data provided are always true and up to date. Any changes to the User’s data must be communicated to ArtXX without undue delay via the User Account. Should the User fail to comply with this obligation, ArtXX may terminate the Platform Agreement without notice and exclude the User from using the Platform.
2.4Â Â Â Â Â Â Â Â Â Â Â Â Â If ArtXX suspects misuse of the platform by the User or by third parties, ArtXX is free to temporarily or permanently exclude Users with immediate effect. ArtXX will not pass on the User’s access data to third parties and will not request this from the User by e-mail or telephone.
2.5Â Â Â Â Â Â Â Â Â Â Â Â Â If the User is an individual accessing or using the Services on behalf of, or for the benefit of, any corporation, partnership or other entity with which the User is associated (within this subsection an “Organisation“), the User agrees to this Agreement on behalf of itself and such Organisation, and the User represents and warrants that it has the legal authority to bind such Organisation to this Agreement.
2.6Â Â Â Â Â Â Â Â Â Â Â Â Â The creation of multiple User Accounts for one User is not permitted. After the termination of the Platform Agreement, a User may register again on the Platform, unless the Platform Agreement has been terminated by ArtXX.
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3. Use of the Services
3.1Â Â Â Â Â Â Â Â Â Â Â Â Â The use of the Services is free of charge.
3.2Â Â Â Â Â Â Â Â Â Â Â Â Â In order to get access to and to use the Services, the User must login to its User Account.
3.3Â Â Â Â Â Â Â Â Â Â Â Â Â To use the Services, the User is required to have a device that corresponds to the current state of technology. It is therefore necessary that the User keeps the device with which the Platform is accessed up to date. Furthermore, in order to use the Services, the User must have an internet connection that offers a sufficient data transfer rate and there must be sufficient storage space available on the User’s device.
3.4Â Â Â Â Â Â Â Â Â Â Â Â Â The User’s right to use the respective current version of the Services for its own purposes is limited to the term of the Platform Agreement and the provision of the Services by ArtXX and is non-exclusive, non-sublicensable and non-transferable.
3.5Â Â Â Â Â Â Â Â Â Â Â Â Â The User shall
a)Â Â Â Â Â not misuse the Services and may use the Services only in accordance with the applicable law of the country in which the Services are provided or used;
b)Â Â Â Â Â not take any action aimed at circumventing technical protection measures of the Services and refrain from any form of unauthorised use of the Services, in particular attempts to overcome or circumvent the security mechanisms of the Services or disable them in any other way, use computer programs which enable the automatic reading of data, as well as to use/implement and/or disseminate viruses, worms, trojans, brute force attacks, spam or links, programs or procedures which are suitable for damaging ArtXX, the Services and/or other Users;
c)Â Â Â Â Â take all necessary and reasonable steps to prevent or limit any damage caused by the use of the Services;
d)Â Â Â Â Â not use the Services for money laundering or other illegal activities;
e)Â Â Â Â Â not engage in or promote illegal activities, in particular fraudulent activities;
f)Â Â Â Â Â Â not use, employ or operate bots or other forms of automation and/or multiple accounts when using the Services;
g)Â Â Â Â Â not modify, adapt or reverse engineer the Services.
3.6Â Â Â Â Â Â Â Â Â Â Â Â Â Any breach of section 3.5 may result in immediate exclusion from access and use of the Services, termination of the Platform Agreement without notice and the initiation of civil and criminal proceedings as well as the assertion of claims for damages by ArtXX against the User.
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4. Sale requests
4.1Â Â Â Â Â Â Â Â Â Â Â Â Â The User can offer artworks to ArtXX for sale on the Platform (“Sale Request“) by selecting an artwork in the portfolio section in the User Account, entering the required information (e.g., bank details) and clicking the button “SUBMIT SALE REQUEST”. The current price for a Sale Request for a specific artwork is predetermined and indicated on the Platform. Due to potential other ongoing sales, the Sale Request may be delayed, and the price may be adjusted according to the most recent sales on the Platform. In this case and in order to proceed with the Sale Request, the User would need to accept the new price.
4.2Â Â Â Â Â Â Â Â Â Â Â Â Â The acceptance of Sale Requests is at the sole discretion of ArtXX.
4.3Â Â Â Â Â Â Â Â Â Â Â Â Â Upon acceptance of a Sale Request, ArtXX shall transfer the respective price within five (5) bank working days in Switzerland to the bank account specified by the User in the Sale Request.
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5. Maintenance, Modification & Updates
5.1Â Â Â Â Â Â Â Â Â Â Â Â Â ArtXX aims to ensure the greatest possible availability of the Platform and the Services.
5.2Â Â Â Â Â Â Â Â Â Â Â Â Â Maintenance work, security and capacity reasons, technical or operational circumstances and events outside ArtXX’s control may lead to temporary or permanent unavailability of the Services. ArtXX reserves the right to temporarily restrict access to the Services or the possibility of using them in whole or in part if this is necessary due to capacity limits or the security or integrity of the servers or in order to carry out technical measures which serve the proper provision of the services or improvement (e.g. for maintenance work). During the term of the Platform Agreement, ArtXX will render maintenance services and ensure the operational integrity, security, state of the art and economic use of Services. If possible and if the maintenance work is not an emergency, ArtXX will carry out maintenance work outside trading hours (Monday and Thursday, 9am – 5:30 pm Central European Time (CET)).
5.3Â Â Â Â Â Â Â Â Â Â Â Â Â ArtXX reserves the right to modify the Services from time to time by adding, deleting, or modifying features to improve the User’s experience or for other business purposes. ArtXX further reserves the right to discontinue any feature of the Services or any portion thereof at any time during the term at ArtXX’s sole and reasonable discretion. ArtXX will provide the User with at least one (1) months prior notice on the Platform of any modification or discontinuation of Services (or portion thereof) that would result in a material diminution of the Services offered to the User, provided that a shorter notice period may be required by law or security reasons.
5.4Â Â Â Â Â Â Â Â Â Â Â Â Â ArtXX endeavours to ensure that modifications, updates and upgrades shall, if possible, not (a) negatively affect the security and performance of the Services; (b) reduce the functionality or features of the Services.
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6. Liability
6.1Â Â Â Â Â Â Â Â Â Â Â Â Â The liability of ArtXX is limited to intent and gross negligence.
6.2Â Â Â Â Â Â Â Â Â Â Â Â Â The Parties undertake in the event of damage occurring or having already occurred to make all necessary efforts or to arrange for such efforts to be made without delay in order to limit the damage and its effects to a minimum.
6.3Â Â Â Â Â Â Â Â Â Â Â Â Â The above limitations of liability also apply in the case of the fault of a vicarious agent of ArtXX as well as for the personal liability of the organs, employees and representatives of ArtXX.
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7. Term and Termination of the Platform Agreement
7.1Â Â Â Â Â Â Â Â Â Â Â Â Â The Platform Agreement is concluded for an indefinite period of time and may be terminated by ArtXX or the User at any time in text form with a notice period of one (1) month, by deactivating the services (ArtXX) or via the corresponding functionality in the User Account (User).
7.2Â Â Â Â Â Â Â Â Â Â Â Â Â Without prejudice to the foregoing provision, either party may terminate the Agreement for good cause. A good cause on ArtXX’s side shall exist, in particular, but not limited to, if one or more of the following events occur:
a)Â Â The User does not or no longer fulfils the requirements for registration on the platform according to section 2.
b)Â A case of section 2.2 or 2.3 (breach of the duty to tell the truth and to update).
c)Â Â A case of section 2.4 (suspicion of improper use).
d)Â A case of section 3.5 (violation of the User’s obligations regarding the use of the Services).
e)Â Â ArtXX must terminate the operation of the Platform, for example because a financial supervisory authority or another authority or a court demand that ArtXX terminate the operation of the Platform.
f)Â Â ArtXX is unable to continue to operate the Platform for an extended period of time for reasons beyond ArtXX control.
7.3Â Â Â Â Â Â Â Â Â Â Â Â Â The User is aware that a termination of the Platform Agreement does not affect a Purchase Agreement, a custody agreement, tokenized artwork purchased via the Platform. The User’s relationship with any third party providers shall remain unaffected by the termination of the Platform Agreement.
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8. Indemnification
The User undertakes to indemnify ArtXX in full against any claims by third parties based on an infringement of rights attributable to the User, unless the User proves that it is not responsible for the breach of duty causing the damage.
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9. Intellectual Property Rights
9.1Â Â Â Â Â Â Â Â Â Â Â Â Â All text, graphics, user interfaces, visual interfaces, photographs, logos, artwork and computer code provided on the Platform, including but not limited to the design, structure, selection, coordination, expression and arrangement of the content contained on the Platform are intellectual property of ArtXX or third parties, and are protected by copyright, patent and trademark laws, and various other intellectual property rights.
9.2Â Â Â Â Â Â Â Â Â Â Â Â Â Except as expressly provided in these T&C, no part of the Platform and no content indicated therein may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution for any commercial purpose, without ArtXX or the respective third party’s express prior written consent.
9.3Â Â Â Â Â Â Â Â Â Â Â Â Â The User acknowledges that all enhancements provided by ArtXX are the sole property of ArtXX or third parties, even if they are the result of functional requests or bug reports from Users, and that the User has no rights thereto.
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10. Links to other websites
The User uses all links provided on the Platform to visit third-party websites at its own risk. When the User leaves the Platform, the information it views is not provided by ArtXX. These T&C do not govern the use of third-party websites, including websites describing the third-party services. ArtXX does not monitor or have any control over and makes no claim or representation regarding these websites. To the extent such links are provided on the Platform, they are provided only as a convenience, and a link to another website does not imply ArtXX endorsement, adoption or sponsorship of, or affiliation with, such websites.
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11. Communication
The User agrees that, from the registration on the Platform, all communication between ArtXX and the User will take place in electronic form via the communication area of the User Account and by e-mail to info@wengartinvest.com, unless expressly stated otherwise in these T&C or in mandatory legal provisions.
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12. Data Privacy
ArtXX’s data protection notices can be found at https://wengartinvest.com/privacy-policy ; they are not the subject of these Terms & Conditions.
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13. Amendments to these T&C
13.1Â Â Â Â Â Â Â Â Â Â ArtXX reserves the right to amend these T&C with effect for the future. ArtXX will inform the User of amendments of these T&C in good time via the Platform and/or the User Account, highlighting the amendments and requesting consent within four (4) weeks. The User can consent or object to the amendments within a period of four (4) weeks. The User’s consent to the amendments shall be deemed granted, if the amendments do not affect main contractual obligations and if the User does not object to the validity of the new T&C within four (4) weeks after notification. ArtXX will inform the User in the notification of its right to object and the significance of the objection period. In the event of an objection by the User, ArtXX reserves the right to terminate the Platform Agreement according to Section 7.1. Amendments to the main contractual obligations or any fees require the express consent of the User in order to become effective.
13.2Â Â Â Â The amended T&C will be made available to Users via the Platform and in the User Account.
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14. Miscellaneous
14.1Â Â Â Â Â Â Â Â Â Â These T&C and its interpretation and any non-contractual obligations in connection with it are subject to Swiss substantive law to the exclusion of the principles of conflicts. As far as applicable, the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
14.2Â Â Â Â Â Â Â Â Â Â English language terms used in these T&C describe Swiss legal concepts only and shall not be interpreted by reference to any meaning attributed to them in any jurisdiction other than Switzerland.
14.3Â Â Â Â Â Â Â Â Â Â Any dispute, controversy or claim arising out of or in relation to these T&C or future non-contractual claims including the validity, invalidity, enforceability, interpretation, execution, breach, modification or termination thereof, shall be submitted to the exclusive jurisdiction of the courts of Zug, Switzerland.
14.4Â Â Â Â Â Â Â Â Â Â Where these T&C requires the written form, simple email shall suffice, unless otherwise stipulated.
14.5Â Â Â Â Â Â Â Â Â Â The Platform Agreement comprises the entire agreement between the ArtXX and the User concerning its subject matter. It shall supersede all prior agreements and conventions, oral and written declarations of intent and other arrangements or side agreements (whether binding or non-binding) made by the ArtXX and the User in respect thereof.
14.6Â Â Â Â Â Â Â Â Â Â Should one or more provisions of these T&C be or become invalid or unenforceable in whole or in part according to applicable law, it shall only be unenforceable or void to the extent of such unenforceability or invalidity and shall for the remaining be replaced by a valid and enforceable provision which shall satisfy the legal and economic meaning/result of the ineffective provision. The remaining provisions of these T&C remain binding and in full force. The same shall apply to any gap in these T&C.
