General terms and conditions of sale
Updated on april 12, 2022
Article 1 – Purpose
DANAE (the “Company”) is a platform of intermediation allowing to put in relation Galleries and Artists (the “Professionals”) on the one hand and Collectors who wish to buy notably prints of works of art created by an Artist (the “Prints”) on the other hand.
In the framework in the sale between the Professionals and the Collectors, the Company edits and delivers Prints to the Collector on behalf of Professionals.
The purpose of the present general terms and conditions of sale (the “General Conditions of Sale”) is to set out the contractual terms and conditions under which the (“Company”), agrees to edit and deliver prints of works of art created by an Artist (the “Prints”) to the Collectors on behalf of Professionals.
Before any purchase of Prints, the Collector is invited to take note of the terms of sale of the Professional. It is specified that the company places at the disposal of the professionals a space dedicated to this purpose in accordance with the articles L. 221-5 et L. 221-6 of the French consumer code.
Any purchase of Prints implies full and complete acceptance of the General Conditions of Sale in force. The General Conditions of Sale constitute the agreement between the Company and the Collector (together the “Parties”).
Acceptance of the present General Conditions of Sale by the Collector(s) is required prior to the conclusion of any contract for the sale of Prints.
Article 2 – Definitions
The following terms, when beginning with an upper-case letter, shall have the following meanings:
:means the account created in the Collector’s, Artist’s or Gallery’s name after his/its registration on the Website, enabling him/it to access to his Personal Space and to use the services offered by the Company.
:means any annex to the General Conditions of Sale.
:means the articles of the present General Conditions of Sale.
:means the artist who created the Artwork, which is offered for sale as a Print on the Company’s website.
:means any digital work of art created by an Artist which is commercialized on the Website by Professionals selected by the Company.
:means any collector of Artworks (individual or legal entity, professional or non-professional), which creates an Account to access to his Personal Space to buy artworks on the Website.
:means DANAE, the French société par actions simplifiée, registered with the Paris Registry of Trade and Companies under the no. 813 654 845
:The following are considered as cases of force majeure, in addition to those usually retained in application of article 1218 of the French Civil Code: power cuts, total or partial strikes, sequestrations, blockages of means of transport or supply for any reason whatsoever, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions (in particular in the event of confinement), modifications of legal or regulatory texts.
:means any art gallery which commercializes Artworks on the Website.
General Conditions of Sale:
:means the general terms and conditions of sale, which are accessible on the Website through the link “Terms of Sale”.
General Conditions of Use:
:has the meaning given to it in Article 3.1.
:means the space to which the Collector may have access at any time through his Account, after identifying himself through his user identification and password.
:means the physical copies of Artworks offered for sale on the Company’s website, such as 2D printing and digital photographs, etc.
:means the Galleries and/or the Artists.
:means the services provided by MetaMask allowing Collectors to ensure a safe storage of its MATIC. Each participant involved in the transactions on the Website (the Collector, the Company, the Professional and any other third party) owns a MetaMask Wallet.
Article 3 – The purchase of prints by a collector
3.1. Order of the Prints
The purchase of Prints is subject to the creation of an Account.
In accordance with the article L. 111-1 of the French Consumer Code, the characteristics of the Prints may be consulted on the Website by the Collectors, prior to any purchase.
Photographs, depictions, and descriptions of the Prints are given with as many details as possible. They are nonetheless purely informative and indicative and shall only oblige the Company for what is specifically indicated.
Any Collector may place an order for one or several Prints (the “Order”). For this purpose, the Collector must follow the process of the purchase described on the Website, in particular by choosing the medium and the dimensions of the selected Print(s) and pay the purchase price. To be validated, the Order must include all the information required by the Website.
As soon it has been validated, the Order cannot be cancelled or modified by the Collector (subject to the Article 5 relating to the right of withdrawal).
The validation of the Order by the Collector shall result in the immediate payment of the purchase price.
The Company will confirm the Order after having received the payment confirmation of the purchase price, by sending an email to the Collector summarizing the details of the Order after the receipt of the said payment. The confirmation email shall include a link to the General Conditions of Sale and indicate to the Collector that he can take note in particular of the modalities of exercising his right of withdrawal under Article 5 and the legal guarantees from which he benefits under Article 6.1 (namely the guarantee of conformity and the guarantee against hidden defects).
The agreement between the Company and the Collector is deemed to have been concluded upon confirmation of the Order by the Company under the General Conditions of Sale.
3.2. Pricing conditions for the purchase of the Prints
The purchase price of Prints depends on the medium and of the dimensions of the Print which are chosen by the Collector upon the placement of the Order on the Website.
The purchase price of each Print as well as the delivery costs may be consulted on the Website before any placement of an Order.
The price is indicated in MATIC (including VAT). Collectors can check the conversion rate for MATIC to euros on the Website.
The purchase prices applicable are those indicated on the Website on the day of the validation of the Order by the Collector.
The conditions of payment for the purchase of Prints are provided for in Article 4.
3.3. Delivery of the Prints
3.3.1 Delivery arrangements
The Prints are delivered to the address indicated by the Collector upon placing the Order on the Website as “delivery address” (which can be different from the “invoicing address”).
Various delivery arrangements may be offered to the Collectors. The Company shall reserve the option, at its sole discretion, to modify its delivery arrangements at any time.
These delivery arrangements, as well as the amount of the costs corresponding thereto, are indicated to the Collectors, before the confirmation of the Order. The delivery costs are not included in the purchase price indicated on the Website.
The Collectors must provide all the information necessary for the effective delivery of the Print(s).
3.3.2 Delivery periods
The Company delivers the Print(s) ordered within the period indicated in the confirmation email sent by the Company according to Article 3.1.
In the event of the non-compliance of the Company to its delivery obligation within the time period indicated in the confirmation email, and except in cases of Force Majeure (provided for in Article 9), the Collector may cancel the Order, by registered letter with acknowledgment of receipt, if, after having requested (in written form) the Company according to the same terms, to deliver the Print(s) in a reasonable additional time period, the Company failed to do so within said time period.
The Order shall be considered cancelled upon receipt by the Company of the registered letter with acknowledgment of receipt from the Collector informing of this cancellation, unless it has been fulfilled in the meantime.
In the event of a cancellation of the Order, the Company shall reimburse the Collector for all the amounts that it would have paid, including the delivery costs, at the latest within fourteen (14) days following the date of the receipt of the registered letter with acknowledgment of receipt cancelling the Order.
The Company shall nonetheless reserve the possibility to propose alternative solutions of reimbursement for the price of the Print(s) and the delivery costs. The Collectors must explicitly express their acceptance and on a durable medium, of the choice of an alternative mean of reimbursement.
Article 4 – Payment and invoice
4.1.1. The Collector undertakes to pay the full purchase price indicated on the Website.
The VAT is included in the purchase price at the currently applicable legal rate.
The purchase price is indicated in MATIC on the Website and includes the amount perceived by the Company for the provision of the Services and all other charges except for delivery costs.
The amount of the delivery costs is indicated to the Collector before the conclusion of the agreement.
4.1.2. Upon the purchase of Prints the Collector may pay with the following means:
-by credit card in euros;
-in any crypto currency accepted by MetaMask.
The current blockchain used for the minting of NFTs and encoding of the smart contracts is Polygon. Therefore, regardless of the currency used for payment, the currency used for revenue distribution is the MATIC. The payment provider, through the blockchain technology and according to the specifications of the smart contract, will distribute the MATIC among the parties involved in the transaction.
When the payments by the Collector involve a service provider, the Collector is expressly informed and accepts that these payments are to be managed by the payment provider, with whom the Collector contracts directly, regarding to the implementation of these payments.
In the event of inconsistency between the payment provider’s general conditions and the present General Conditions of Sale, the latter shall prevail.
In case of payment by cryptocurrency other than MATIC, this will lead to an exchange which is carried out a payment provider that is independent from the Company.
The payment provider shall be the sole party to retain the bank details of the Collector for the purposes of processing payments. The Company shall not retain any bank details of the Collector.
The Wallet is stored in the IndexedDB of each Collector’s device.
As the payment provisions constitute an integral part of the implementation of the Services, the Collector is informed and accepts that the end of the agreement between a Collector and the payment provider, for whatever reason, shall automatically and immediately give rise to the termination of these General Conditions of Sale between the Company and this Collector, in respect of the purchase concerned.
Inversely, the end of this agreement between the Company and a Collector shall automatically and immediately give rise to the termination of the general conditions between the Collector and the payment provider.
4.1.3. In event of any technical incident, the Collector may recover his Wallet on another device by entering his recovery phrase which is communicated to him upon the creation of his Wallet. The functioning of the Wallet is developed in Article 6.4.
4.1.4. The Collector is informed that as the value of the cryptocurrencies fluctuates, the exchange rate between the euro and the cryptocurrencies stored in the Wallet may vary.
4.1.5. For any transaction outside metropolitan France, the Collector is solely and exclusively responsible for the payment of any custom duty, import VAT and local taxes that may be applicable, in addition to the purchase price.
If applicable, the Professional will communicate his invoice to the Collector at the latest on the delivery date of the Print(s).
The Collector expressly accepts that the invoice covering the sale of the Prints be sent to him electronically. The Collector may access the invoice(s) issued directly in the Personal Space. The Collector is strongly advised to print and/or archive any invoice on a reliable and durable medium as proof.
Article 5 – The right of withdrawal
The provisions of the Article 5 are reserved for the Collectors who are considered as consumers regarding the introductory article of the French Consumer Code.
According to article L. 221-18 of the French Consumer Code, a such Collector has a period of fourteen (14) working days,
-as from the date of receipt of the Print; or
-as from the date of receipt of the last product ordered in the case of a grouped order of several products;
to withdraw, without having to justify the reasons or pay penalties.
To exercise this right, the Collector must send to the Professional the withdrawal form mentioned in 2° of article L. 221-5 of the French Consumer Code, which is included in Annex 5, or any other unambiguous statement expressing his intention to withdraw, by sending a registered letter with acknowledgment of receipt, prior to the expiry of the withdrawal period. The Collector must send to the Company, as soon as possible, by email to the address indicated in Article 13, a copy of this registered letter with acknowledgment of receipt addressed to the Professional.
According to article L. 221-23 of the French Consumer Code, the Collector shall return or restitute the Prints within fourteen (14) days following the notification of his decision to withdraw.
Particularly with regard to Prints, the direct return costs will be borne by the Collector, unless the Company agrees expressly to bear them.
According to article L. 221-24 of the French Consumer Code, the Company will reimburse the Collector the full amount paid for the purchase (including delivery costs if applicable) within a period of fourteen (14) working days following the receipt of the registered letter with acknowledgment sent by the Collector in the conditions provided for in the present Article. The Company shall not reimburse additional costs if the Collector has expressly chosen a more expensive method of delivery (if applicable) than the standard method of delivery offered by the Company.
For the reimbursement, the Company will issue a withdraw on the Wallet of the Collector, in the form of an amount in MATIC, corresponding to the equivalent in euro paid on the day of the purchase.
As indicated in Article 4, the value of the cryptocurrencies fluctuates. Therefore, the exchange rate between the euro and the cryptocurrencies stored in the Wallet may vary.
Article 6 – THE COMPANY’S GUARANTEE AND LIABILITY
6.1. Before any transaction on the Website, the Collector is informed that:
-he benefits, as a consumer according to the introductory article of the French Consumer Code, from the legal guarantee of conformity for defective, damaged products or products that do not correspond to the products purchased under the conditions set out from the article L. 217-3 to the article L. 217-20 of the French Consumer Code;
-he benefits from the legal guarantee against hidden defects resulting from a material, design or manufacturing defect affecting the products delivered and rendering them unfit for use under the conditions set out from the article 1641 to the article 1649 of the French Civil Code.
These guarantees only cover the Prints purchased by the Collector.
In accordance with article 3 of the ministerial ruling of December 18th, 2014 relating to the information contained in the general terms and conditions of sale with regard to legal guarantees taken in application of article L. 211-2 of the Consumer Code, the Company informs the Collector (as a consumer) that:
in the event that he acts in legal guarantee of conformity against the Company, the Collector:
- has a period of two (2) years from the date of the delivery of the Print(s) to act,
- may choose between repairing or replacing the non-conforming Print(s) subject to the cost conditions set out in articles L. 224-25-19 and L. 217-12 of the French Consumer Code;
- is exempted from proving the existence of the lack of conformity of the products during the twenty-four (24) months delivery of the Print(s);
it is specified that the legal guarantee of conformity applies independently of any commercial guarantee that may have been granted;
The Company informs the Collector which is not considered as a consumer that he may benefit as well from the legal guarantee against hidden defects as defined in article 1641 of the French Civil Code.
To invoke any of these guarantees, the Collector must send a registered letter with acknowledgment of receipt to the Company, at the address mentioned in Article 13, by indicating the nature of the default, non-compliance or damage acknowledged with regard to the Print(s).
The Company shall organize with the carrier of its choosing the arrangements for the return, for which it shall inform the Collector by any appropriate means. The Company shall assume the cost of this return.
The Prints must be returned to the Company in their original packaging and be accompanied by the copy of the corresponding purchase invoice.
The returns of the Prints that do not respect the terms described above may not be taken into consideration by the Company.
Subject to the provisions of articles L. 224-25-19 and L. 217-12 of the French Consumer Code, the Company will bring the Print(s) into conformity within a period of thirty (30) days following the receipt of the registered letter with acknowledgment of receipt from the Collector.
In any event, the Company shall not be held liable in the event of misuse, negligence, normal wear and tear, accident or Force Majeure (as provided for in Article 9).
6.2. The Company shall decline all liability in the event of non-performance or improper performance of the use of the Prints by the Collector or in the event of failure by the Collector, either (i) because of the Collector or (ii) because of a third party or (iii) in a case of Force Majeure.
6.3. The Company shall decline all liability for any loss of information accessible in the Collectors’ Personal Space, as the latter must at all times save a copy and may not request any compensation in this regard.
6.4. The Company shall decline all liability for any loss of information, or MATIC accessible in the Collector’s Wallet or for any hacking of the Wallet.
The MATIC of the Collector are stored in the Wallet which is accessible on the Personal Space of the Collector.
Upon the creation of the Wallet, a recovery phrase is communicated to the Collector by MetaMask. This recovery phrase will allow the Collector, in the event of any technical incident, to access and recover his Wallet on another device.
The recovery phrase must be stored in a safe place and must not be shared by the Collector with anyone else. It is communicated only once to the Collector and is not stored by the Company nor Metamask.
The Collector expressly acknowledges and accepts that he has full and exclusive control over his Wallet and the Company may not have access to the Wallet of the Collector.
Therefore, if the Collector has lost or forgotten his recovery phrase or any other information accessible in the Wallet, it will no longer have access to his Wallet and the Company will not:
-be able to provide him with a new access to the Wallet;
-return the MATIC stored in the Wallet.
6.5. The Company shall decline all liability for any loss that the Collectors may incur as a result of their investments in cryptocurrencies.
The Collectors are solely liable for such investments and the risks associated therewith.
In this regard, the Collectors expressly admit that they have full knowledge and sufficient understanding of the use, the characteristics and the functioning of the NFTs (non-fungible-tokens which are secured by the blockchain technology) , the Wallet, cryptocurrencies, blockchain technology and any technology on which investment in cryptocurrencies is based.
Therefore, the Collectors expressly admit that they have full knowledge and sufficient understanding of the risks involved in acquiring crypto-assets, which require increased and constant vigilance.
6.6. The Company represents and guarantees to the Collectors that it has all the necessary rights to sell the Prints in the context of the General Conditions of Sale.
6.7. The Company does not guarantee to the Collector that (i) the Artworks do not include anything that may fall under the laws and regulations relating, in particular, to counterfeit, infringement, unlawful competition and more generally, breach of third party rights and (ii) that it has not consented and shall not consent to any third party any assignment or license to use upon the Artworks likely to prevent or disturb the performance of the General Conditions of Sale.
6.8. In any event, any liability which may be incurred by the Company under this agreement shall be expressly limited solely to the direct damages that are proven to have been suffered by the Collectors for editing and delivering of Prints.
Article 7 – THE OBLIGATIONS OF THE COLLECTORS
7.1. The Collectors undertake, when purchasing a Print, to respect the applicable laws and regulations and not to infringe third party rights or public policy.
They are solely liable for the proper accomplishment of all the formalities, in particular administrative, tax and/or social formalities and all the payments of contributions, duties or taxes of any kind which they must assume, as the case may be, in relation to their purchase of Prints.
Under no circumstances shall Company’s liability may arise nor shall any liability claim arise in this regard.
7.3. In the event of non-compliance by a Collector with any provisions of the General Conditions of Sale or more generally, in the event of a violation of the applicable laws and regulations, the Company reserves the right to take any appropriate measure and in particular to:
(i)suspend, remove or prevent the access to his Account, by the Collector who is the originator of the offence or who has participated therein;
(ii)publish any information message on the Website that the Company may deem appropriate;
(iii)inform any competent authority;
(iv)initiate any court action.
7.4. In the event of non-compliance by a Collector to an essential or material obligation arising under the General Conditions of Sale, the Company reserves the right to terminate access by such Collector to all or part of his Account, fifteen (15) days following the receipt, by the Collector, of a formal demand notice that has remained without response, addressed by registered letter with acknowledgment of receipt, mentioning the intention to have this clause applied, without prejudice to any other consequences that may result from the application of these General Conditions of Sale or to any damages that may be claimed from the Collector.
7.5. The Collectors are solely liable for the use of the Prints.
7.6. The Collectors shall undertake only to provide to the Company, information or data of any kind that is accurate, up-to-date and genuine and which is by no means of a deceptive nature or misleading. They shall undertake to update this information so that it always corresponds to the above-mentioned criteria.
The Collectors undertake to provide to the Company all the information necessary for the proper performance of its services and more generally, to actively cooperate with the Company in view of the proper performance hereof.
7.7. The Collector warrants that his payment will not cause (or otherwise result in) to violate any anti-money laundering, anti-terrorism, anti-bribery or anti-corruption laws, or any other applicable laws.
The Collector undertakes to provide to the Company, upon its request, verification of identity and any additional information required to comply with the Account requirements or to evidence its authority to enter into the agreement. If the Collector is an agent acting on behalf of a principal, he shall disclose to the Company the identity of the principal.
The Company reserves the right to seek identification of the source of funds received.
If the information is not satisfactory, the Company may cancel the sale and take any further action required or permitted under applicable law without any liability to the Collector.
Article 8 – INTELLECTUAL PROPERTY RIGHTS
8.1. Intellectual property rights on the Website of the Company
The Company is the holder or licensee of the intellectual property rights to both the general structure of the Website and its content exploited on the Website (texts, slogans, graphics, images, videos, photos, visual aids, music, logos, tradenames, data bases and other content).
Consequently, in accordance with the provisions of “Livre” 1 of the French Intellectual Property Code, any representation, reproduction, adaptation, modification, distortion, disassembling, decompilation, decryption, extractions, reuse, copies, total or partial exploitation of the Website and/or its content and/or the services by a Collector, by any means whatsoever and on any medium whatsoever, without the express prior authorisation of the Company, is prohibited and constitutes an act of copyright infringement sanctioned by the article L. 335-3 of the French Intellectual Property Code.
Similarly, any unauthorised use of the Website and/or its content and/or the services shall render the Collector criminally and civilly liable on the basis of copyright infringement.
Any other use of the Website and/or the services is deemed to be automatically reserved for the Company and to constitute an infringement of its right of disclosure on the Website and/or the services.
8.2. No recognition of intellectual property rights to the Collectors
8.2.1. The Collectors who own Prints acknowledge and accept that this ownership shall not transfer any acquisition of intellectual property right on the corresponding Artworks. Therefore, the Collectors shall not make any reproduction, representation (including the exhibition), adaptation and, more generally, any exploitation of the Artworks.
8.2.2. In any case, the Collectors acknowledge and accept that they will not infringe nor permit any third party to infringe the intellectual property rights on the Artwork of the Company nor of any third party (such as an Artist or a Gallery)
Therefore, any act of reproduction, representation, adaptation, modification, distortion, disassembling, decompilation, decryption, extractions, reuse, copies, total or partial exploitation of the Artwork is prohibited and constitutes an act of copyright infringement sanctioned by the article L. 335-3 of the French Intellectual Property Code.
Article 9 – FORCE MAJEURE
The occurrence of a case of Force Majeure has the effect of suspending the performance of the contractual obligations of each of the Parties regarding the Order of a Print.
After a period of three (3) months of suspension due to Force Majeure, either the Collector, the Artist or the Gallery may cancel the Order, without any right to compensation on either side, by registered letter with acknowledgement of receipt sent to the other party. The cancellation will take effect on the day the said registered letter is sent, provided that the event invoked in support of the cancellation is a case of Force Majeure.
Article 10 – MISCELLANEOUS
10.1. Technical and commercial assistance
For any information, the Collector is invited to send a request to the Company by e-mail to the address indicated in Article 13.
10.2. Correspondence – Proof
Pursuant to article 1366 of the French Civil Code, the Collector acknowledges and accepts that the information provided by the Company by electronic mail is deemed to be proof between the Collector and the Company.
The fact that one of the Parties does not avail itself of a breach by the other party of any of the obligations referred to in the General Conditions of Sale shall not be interpreted for the future as a waiver of this obligation.
10.4. Partial invalidity
In the event that one or more stipulations of the General Conditions of Sale are considered null and void, deemed unwritten or declared as such in application of a law, a regulation or following a decision of a competent court with final authority, the other stipulations shall retain all their force and scope and shall remain fully applicable, unless the invalid stipulation(s) were of a substantial nature and their disappearance calls into question the contractual balance.
The General Conditions of Sale have been drafted in English.
If the General Conditions of Sale are translated into a foreign language, the English version shall prevail over any other translation in the event of any dispute relating to the application, interpretation, validity and performance of the General Conditions of Sale.
Article 11 – ENFORCEABILITY – MODIFICATION
The General Conditions of Sale are enforceable against any Collector in the context of its contractual relationship with the Company.
The Company reserves the right to unilaterally modify the content of the General Conditions of Sale at any time, provided that the said modifications do not concern (i) the duration and characteristics of the agreement, (ii) the price of the services and (iii) the rights and obligations of the Parties. The modifications will be enforceable against the Collector as soon as they are brought to its attention.
Article 12 – APPLICABLE LAW AND JURISDICTION
The General Conditions of Sale are governed by French law.
In the event of a dispute between the Collector (as consumer) and the Company, the Collector may file a complaint with the Association of European Mediators (11 place Dauphine - 75001 PARIS / https://www.mediationconso-ame.com) under the conditions set out in articles L. 612-1 et seq. of the French Consumer Code. In particular, the Collector must be able to prove that he has tried to resolve his dispute with the Company by sending a written complaint and, if the said dispute has not been resolved, refer the matter to the mediator within one (1) year of the complaint.
In the event of a dispute relating to the application, interpretation, validity and performance of the General Conditions of Sale or their consequences, and in the absence of an amicable agreement between the Parties, the Parties shall agree that the Paris courts shall have exclusive jurisdiction thereof, unless there are mandatory rules of procedure to the contrary.
Article 13 – INFORMATIONS ABOUT THE COMPANY – CONTACTS
In accordance with article R. 111-2 of the French Consumer Code, the Company informs the Collector of the following information: //
-the Company, whose corporate name is “DANAE”, is a French société par actions simplifiée , registered with the Paris Registry Trade and Companies under the no. 813 654 845;
-the Company's intra-Community VAT number is: FR 27 324 863 190.
The Collector may contact the Company at the following addresses:
-by post: 17 rue du Bouloi – 75001 PARIS.
Template: Withdrawal of a remote purchase
(Please complete and return this form only if you wish to withdraw from the agreement.)
To the attention of: the company DANAE, located at 17 rue du Bouloi – 75001 PARIS (email@example.com)
I/we (*) hereby notify you/us (*) of my/our (*) withdrawal from the agreement for the sale of the property (*)/for the provision of services (*) below:
Ordered on (*)/received on (*):
Name of consumer(s):
Address of consumer(s):
Signature of the consumer(s) (only if this form is notified on paper):
(*) Strike out what does not apply.