GENERAL CONDITIONS OF ONLINE SALE
OF PHYSICAL AND NON-FUNGIBLE TOKEN PRODUCTS
General Provisions
1.1 These general conditions of sale (hereinafter, “General Conditions”) govern all sales of physical products such as audio cassettes, vinyls, posters, T-shirts (hereinafter, “Physical Products” or “Physical Product”) and so-called “Non Fungible Token or “NFT”, as better described below (hereinafter “NFT”), relating to the image and name of the Art Rights artists
1.2 The distance selling service governed by the General Conditions is reserved exclusively for consumers for personal use (hereinafter, “Customers” or “Customer”); by ‘consumers’ we mean natural persons, over the age of 18, who act for purposes unrelated to their commercial, entrepreneurial, craft or professional activity.
1.3 The language used for the conclusion of sales contracts through the Web Page is Italian.
1.4 Customers are required to carefully read the General Conditions, available on the Web Page, in order to become aware of them, to memorize and reproduce them.
Identification of the seller
2.1 The seller is ART BACKERS S.R.L. with registered office in Cagliari, via Carloforte n. 60, registered in the register of companies of Cagliari with no. REA CA – 287988, Tax Code and P.I. 03658740927 also on behalf of its registered trademark “Art Rights” (hereinafter “Art Backers”).
Important information regarding Physical Products and NFTs – Combined Sale
3.1 THE NFTs AND / OR PHYSICAL PRODUCTS DO NOT REPRESENT A GIFT, PRIZE OR WIN. PHYSICAL PRODUCTS ARE SOLD IN COMBINATION WITH NFTs. THE CUSTOMER CAN ALSO PURCHASE THE PRODUCTS INDIVIDUALLY ON THE BASIS OF THE OFFERS MADE AVAILABLE BY ART BACKERS ON THE WEB PAGE. FOR FURTHER INFORMATION IN RELATION TO THE COMBINED SALES, PLEASE REFER TO RESOLUTION N. 376704 OF NOVEMBER 30, 2016 OF THE MINISTRY OF ECONOMIC DEVELOPMENT. THE SALE OF PHYSICAL PRODUCTS AND NFTs, THEREFORE, IS NOT A COMPETITION OR A PRIZE OPERATION IN ACCORDANCE WITH DPR 430/2001.
Information relating to Physical Products and NFTs and their price is available on the Web Page
3.3 NFTs can be defined as cryptographic digital tokens, non-fungible, based on blockchain technology, representing a title of ownership of a specific physical or digital product, as well as being themselves NFTs a unique digital product. This technology therefore allows the transfer of a property right on a specific physical asset, or the transfer of a digital asset, through the sale of the NFT connected to that asset. The transfer of the NFT from one subject to another, despite taking place digitally, is essentially irreversible and cannot be duplicated in consideration of the reference blockchain used. There are in particular widely used blockchain solutions that make such duplication or reversibility substantially impossible. NFTs, to date, are used in several specific applications that require unique digital objects. Among these applications, the use of NFTs in the world of art, fashion and music has recently spread internationally, which makes it possible to market and sell certain design, artistic and musical products through such cryptographic tokens which, given their uniqueness, they can guarantee to its purchaser, the univocal ownership of the digital object. The non-fungibility of the NFT, therefore, determines the possibility of transferring ownership of the digital asset incorporated in the NFT, through the sale of the NFT itself.
3.4 The technology behind NFTs is currently under development and testing. Therefore Art Backers assumes no responsibility for any technical problems concerning NFTs and for this purpose, please refer to the provisions of the following art. 3.11 and 3.12
3.5 NFTs can be sold both on the Web Page, managed by Art Backers, and on third-party platforms, such as www.opensea.io, to which the Customer can be sent back in case of purchase of NFTs, according to the indications provided to the Customer by Art Backers on the Web Page.
3.6 The Purchase of Physical Products and the NFT does not imply, in any way, the transfer or license of copyrights and rights related to copyright and more generally any intellectual property right relating to works, recordings, to graphics, video, audio, and any other creation covered by copyright that may be contained in the NFT and / or in the Physical Products. in favor of the customer
3.7. Furthermore, the purchase of Physical Products and NFT does not imply any right of use by the Customer of the name, image and more generally of all identifying elements
3.8. The purchase of the NFT gives the Customer solely and exclusively the ownership of an innovative unique digital asset consisting of the name of that specific work of art or composition, contained in the NFT. The buyer d
becomes the owner of a unique “digital asset”. The creator of the work, therefore, does not automatically assign all the rights of economic exploitation of the work itself and may reserve other forms of exploitation in the future. Therefore, the work contained in the NFT can continue its circulation on other websites or even through other NFTs, but the combination of the work contained in the NFT sold through the Dedicated Web Page and the NFT is essentially unique. The provisions subsequently set out in these General Conditions remain unaffected.
3.9 In order to proceed with the attribution of the purchased NFT, the Customer must observe the written instructions that Art Backers will provide to the Customer either by email or through the Dedicated Web Page.
3.10 The Customer must have the availability of a digital wallet (“Wallet”) in which the NFT purchased through the Dedicated Web Page can be credited. Art Backers will have no liability in relation to this Wallet and will not have access to any private key of the same.
3.11 Art Backers does not provide any services, including technical or IT support and assistance services. Any technical assistance and support, aimed at a better management of the NFT sales and acquisition process, may be provided on a case-by-case basis by Art Backers on the basis of its availability, without this implying forms of mandatory technical assistance for the seller. .
3.12 Art Backers will have no liability arising from or relating to these General Conditions for: (1) indirect, special, incidental or consequential losses (foreseeable or contemplated by the Client); (2) compensation for emerging damages; or (3) loss of profit resulting from loss of revenue, profits or data. The overall liability of Art Backers possibly applicable to the latter despite the foregoing, arising from the sale of NFT and / or Physical Products, will not exceed the amount paid by the Customer for the purchase of such Physical Products and / or NFT.
3.13 The graphic representation of Physical Products and NFTs displayed on the Web Page could be different from reality; the Customer must therefore rely exclusively on the description of the Physical Product and the NFT and on the characteristics of it shown on the Web Page
3.14 Art Backers reserves the right to limit, at any time, the quantity and / or type of Physical Products and NFTs that can be purchased on the Site. The style, models and colors of the Physical Products described on the Web Page may be differently associated in quality , number, characteristics and color, based on what is indicated on the Web Page. During the purchase procedure, if it is not possible to process the order due to the unavailability of the Physical Product or the NFT, the Customer will be notified by email . Art Backers is not liable to the Client in the event of unavailability of a Physical Product or an NFT if this occurs before the conclusion of the contract. In such cases, the Customer will be entitled to a full refund of the Physical Product and / or the NFT purchased.
3.15 Art Backers is in no case responsible for any errors deriving from the failure of the Client’s connection to the Web Page or failure of the Web Page and / or technical criticalities connected to the transactions necessary to process the NFTs and the transfer of their ownership. (including gas fees, third-party platform fees, clogging of the reference blockchain network, etc.).
Price
4.1 The price of Physical Products and NFTs is that indicated on the Web Page and is expressed in Euros. Additional costs may be added to the price (delivery costs of Physical Products and expenses for commissions and gas fees for processing NFT transactions).
4.2 Art Backers constantly checks the accuracy of the prices indicated on the Web Page; however, it is not possible to guarantee the absence of errors. In the event that an error should be found in the indication of the price of a Physical Product and / or an NFT, Art Backers reserves the right to reject the order and will offer the Customer the opportunity to purchase the Physical Product and / or or the NFT at the correct price. If the error is found only after the acceptance of the order, Art Backers will offer the Customer the possibility to cancel the order.
Conclusion of the contract
5.1 The Site reports the essential characteristics and the price of each Physical Product and the NFT. NFTs can be purchased together with one or more Physical Products on the basis of the cases and prices indicated on the Web Page. The information on the Web Page does not constitute an offer by Art Backers.
5.2 The Customer can send a purchase order proposal for Physical Products and NFTs, by filling out the appropriate online form for
exempt on the Web Page and indicate the NFTs and related Physical Products that you intend to purchase, by entering your data as requested in the order form, in order to allow Art Backers to evaluate the approval of the order. When compiling the order proposal, Art Backers reserves the right to request the Customer, at any time, the necessary documentation to comply with the regulatory provisions on anti-money laundering, with particular reference to the provisions referred to in D . Legislative Decree 231/2007, as amended by Legislative Decree 90/2017 and by Legislative Decree 125/2019. Before sending an order proposal through the Web Page, the Customer is required to carefully read all the instructions provided during the purchase procedure (also regarding delivery costs, the conditions for exercising the right of withdrawal and the Privacy Policy) as well as these General Conditions which you must expressly accept by inserting a flag in the appropriate box on the Web Page.
5.3 To make the purchase of Physical and NFT Products, the Customer must (i) enter the selected Products in the “Shopping Cart” by clicking on the appropriate button, (ii) fill in the order proposal, (iii) select the payment method, (iv) accept the General Conditions and declare that you have read the privacy policy and (v) send the order proposal to Art Backers via the Web Page.
5.4 The transmission of the order proposal constitutes a purchase proposal relating to the selected Physical Products and NFTs, governed by these General Conditions and binding on the Customer. The transmission of the order proposal by the Customer entails the obligation of the latter to pay the price of the Physical Products and NFT ordered.
5.5 Before submitting the order proposal, the Customer has the possibility to make any corrections / changes to the data entered by following the appropriate procedure indicated on the Web Page (by way of example and not exhaustive, the Customer has the right to change the quantity of Physical Products and / or NFTs that it intends to purchase by adding or deleting one or more Physical Products and / or NFTs from the “Cart”).
5.6 The form with the order proposal and the Customer data relating to the order proposal will be kept by Art Backers as the data controller pursuant to EU Reg. 679/2016 (GDPR) for the period of time provided for by the law in force, as described in the Privacy Policy, also pursuant to art. 50, paragraph 2 of the Legislative Decree, 06/09/2005 n. 206 (“Consumer Code”).
5.7 Art Backers may, at its discretion, refuse an order proposal within 30 days of receiving it. In this case, no amount will be due by the Customer to Art Backers. Art Backers may refuse an order proposal, by way of example and not limited to, in the following cases:
(i) in the event of unavailability of the Physical Products or of the impossibility or technical complexity of providing the NFTs; or
(ii) in the event that there is a report, or suspicion, of fraudulent or illegal activity, including the suspicion that the purchases are made for commercial purposes or for money laundering activities;
(iii) in case of non-fulfillment by the Customer of its obligations deriving from a previous contract concluded with Art Backers.
5.8 The contract between Art Backers and the Customer is concluded when the Customer receives confirmation from Art Backers of the acceptance of the order proposal (“Order Confirmation”). The acceptance (or rejection) by Art Backers of the order proposal will be sent to the Customer to the e-mail address indicated by the Customer in the order proposal or through automated solutions, even immediately upon sending. of the order proposal.
5.9 In case of unavailability of one or more Physical Products or NFTs ordered, the Customer will be notified by e-mail. In this case, the order proposal is canceled, or accepted only for the Physical Products or NFTs available. In case of partial acceptance, the Customer is required to pay only the price relating to the Physical Products and / or NFTs available (if the payment is made by credit card, the Customer will be charged only the amount corresponding to the Physical Products and / or NFT available).
5.10 The Order Confirmation will contain a summary of the essential characteristics of the Products purchased, a detailed indication of the price and payment methods, information on delivery costs, if any.
5.11 After receiving the Order Confirmation, the order can no longer be canceled or modified.
5.12 The risk of loss or damage to the Physical Products is transferred to the Customer when the latter (or a third party designated by him and different from the carrier)
materially comes into possession of the Physical Products.
5.13 If NFTs are purchased through third-party platforms such as www.opensea.io, Art Backers will in no way be responsible for the sales process perfected through such third-party platforms. Art Backers, in such cases, will only act as an interface with connection to the third site. The Customer is therefore sent, in such cases, to view the terms and conditions of sale and privacy information of such third-party platforms where the NFTs would be offered for sale. The general conditions of sale relating to Opensea are available at the following link: https://opensea.io/tos. Opensea’s privacy policy is available at the following link: https://opensea.io/privacy.
5.14 Art Backers may sell one or more NFTs with different sales procedures than those indicated above and on the basis of the indications that Art Backers will provide to Customers on the Web Page. In particular, Physical Products and / or NFTs can also be purchased through a auction, with the award of the Physical Product and / or the NFT to the one who has offered the highest price within a certain period of time indicated on the Web Page. The Physical Products and / or NFTs in auction, their base price, the window time within which to bid and further terms concerning the auction, will be indicated in the section dedicated to the auction on the Web Page and will be considered as special additional conditions of these General Conditions.
Terms of payment
6.1 The Customer may pay the amount relating to the Physical Products and NFT contained in the order proposal and the shipping costs, if applicable, by credit card, PayPal through the digital.artrights.me site, and / or in cryptocurrency. Ethereum (ETH) / USDC / WETH using in this case the third platform opensea.io at https://opensea.io/collection/ghettolimpo/. As a buyer, the Customer represents and warrants that he has legally obtained the funds used to pay the price of the Physical Products and NFTs included in the order proposal (and the related delivery costs, if any) and that he is not involved in any transaction intended to conceal the identity, origin or destination of the funds with which the Customer pays the price of the Physical Products and / or NFTs ordered (and the related delivery costs, if any).
6.2 Art Backers accepts payments made using the credit cards indicated on the Web Page.
6.3 In the event that, for any reason, it is not possible to charge the credit card the amounts due by the Customer, or to process the ETH transfer to complete the transaction, it will not be possible to execute the contract and the order will be considered canceled without no liability attributable to Art Backers.
6.4. For each order Art Backers will issue a specific receipt / invoice which will be sent to the Customer via e-mail or post in compliance with current legislation. The invoice will be issued based on the information provided by the Customer at the time of the order. Changes to the invoice are not permitted after its issue.
Transport and delivery of Physical Products – attribution of NFTs
7.1 The Physical Products purchased together with the NFTs will be delivered by courier selected by Art Backers or its partner (hereinafter “Courier”) on working days. The Physical Products will be delivered to the address indicated by the Customer in the order proposal. No deliveries are made to post office boxes.
7.2 Unless events of force majeure or unforeseeable circumstances occur, deliveries of Physical Products will be made within 90 (ninety) days from the date indicated in the Order Confirmation. In case of non-delivery within the aforementioned deadline, the Customer will be able to terminate the contract and Art Backers must reimburse the sums paid by the Customer for the purchase of Physical Products without delay.
7.3 Upon delivery. the Client (or his delegate) must:
(i) check that the number of packages delivered corresponds to that indicated in the delivery note; (ii) check that the packaging and its seals are intact, not damaged, not wet or altered in any way; (iii) sign the delivery document; and (iv) if requested by the Courier, show an identity document. Any damage to the packaging and / or physical products or the mismatch in the number of packages or indications must be immediately reported in writing on the courier’s delivery note. Where permitted by current legislation, once the Courier’s document has been signed without the Customer having raised any objections, the Customer will not be able to make any objection about the external characteristics of the delivered package.
7.4 NFTs are digital products that cannot be physically delivered. The attribution of the NFTs to the Customer will be able to them
re carried out in the manner indicated by Art Backers through the Web Page and in these General Conditions. In particular, the Customer must have the availability of a Wallet address where he can credit the NFT. In the absence of this Wallet, Art Backers will not be able to proceed with the attribution of the NFT. Art Backers, in the process of creating and assigning NFTs, may use third-party suppliers. Any delays related to the congestion of the reference internet or blockchain network or related to other problems not dependent on the exclusive fact and fault of Art Backers cannot be attributable to the latter. NFTs cannot be returned by the Client once purchased and credited to the Wallet. Please refer to the provisions of art. 10.1 below regarding the exclusion of the right of withdrawal. It is understood that, if the Customer who purchases a Physical Product and an NFT through the third platform opensea.io, does not provide sufficient information to allow Art Backers and / or its suppliers to proceed with the delivery of the Physical Product, then Art Backers will be able to withhold the entire amount paid by the Customer for the purchase of the Physical Product and the NFT as a confirmatory deposit pursuant to art. 1385 of the Italian Civil Code.
Confirmation of shipment and delivery of Physical Products and attribution of NFTs.
8.1 Art Backers will send the Customer an e-mail confirming the shipment of the Physical Products after the shipment of the Physical Products.
8.2 Art Backers will send an email to the Client confirming the accreditation of the purchased NFTs.
Packaging or packaging
Physical Products purchased through the Web Page are delivered using the normal packaging used by Art Backers or its third party suppliers.
Right of withdrawal and exclusion
10.1 Exclusion of the right of withdrawal for NFTs. The right of withdrawal from the purchase of NFTs is excluded in the cases referred to in art. 59, letter a), i), m) and o) of Legislative Decree no. 206/2005 (Consumer Code). In this regard, please note that the right of withdrawal is excluded (Article 59, letter a) in service contracts after the complete provision of the service if the execution has begun with the express agreement of the consumer and with the acceptance of the loss. the right of withdrawal following the full execution of the contract by the professional. Furthermore, the right of withdrawal is excluded (Article 59, letter i) with reference to the supply of sealed audio or video recordings or sealed computer software that have been opened after delivery. It is still excluded (art. 59, letter m) with reference to contracts concluded at a public auction (in this sense, see art. 5.14 above). And finally, the right of withdrawal is excluded (Article 59, letter o) with reference to the supply of digital content (such as the NFT) through a non-material support (such as a private key for an NFT or other code of redemption of the NFT) if the execution began with the consumer’s express agreement and with his acceptance of the fact that in this case he would have lost the right of withdrawal.
10.2 Exclusion of the right of withdrawal for Physical Products.
The right of withdrawal from the purchase of Physical Products together with the NFTs is excluded in the cases referred to in art. 59, letter f) Legislative Decree no. 206/2005 (Consumer Code). To this end, it is recalled that the right of withdrawal does not apply in the case of supply of goods which, after delivery, are, by their nature, inseparably mixed with other goods, as happens in the combined sale of Physical Products and NFT to pursuant to these General Conditions. Furthermore, the right of withdrawal on Physical Products does not apply to orders relating to customized Physical Products such as, by way of example and not limited to, Physical Products on which the Customer’s initials are engraved and Physical Products made on the basis of specific indications provided by the Customer. through the Web Page (Article 59, letter c) of Legislative Decree no. 206/2005)
10.3 Application of the right of withdrawal for Physical Products that can be purchased separately from NFTs. If the Customer purchases the Physical Products separately from the NFTs and therefore not in the presence of a bundled sale, then, pursuant to art. 52 Legislative Decree no. 206/2005 (Consumer Code), subject to the exceptions referred to in Article 10.1 and 10.2 above, the Customer has a period of 14 (fourteen) days to withdraw from the purchase of only Physical Products purchased through the Web Page , without having to provide any reasons and without having to incur costs other than those provided for in article 56, paragraph 2, and article 57 of Legislative Decree no. 206/2005 (Consumer Code). The aforementioned withdrawal period ends after 14 days from the day on which the Customer or a third party, other than the carrier and designated by the Customer, acquires the posse
physical sso of the Physical Products or: (i) in the case of several Physical Products ordered by the Customer through a single order and delivered separately, from the day on which the Customer or a third party, other than the carrier and designated by the Customer, acquires physical possession of the last Physical Product; (ii) in the case of delivery of a Physical Product consisting of multiple lots or pieces, from the day on which the Customer or a third party, other than the carrier and designated by the Customer, acquires physical possession of the last lot or piece.
10.4 Within the term provided for in this article, the Customer can exercise his right of withdrawal in the following ways:
by clicking here; https://digital.artrights.me/recesso or
by contacting Art Backers at the email address digital@artrights.me10.5 Within 14 (fourteen) days from the notice of withdrawal (sent in accordance with the previous article 10.4) the Customer must return the Physical Products purchased by sending them to the address that will be communicated by Art Backers via email to the address entered in the request form withdrawal and in the manner communicated by Art Backers. The costs for returning the Physical Products are charged to the Customer only if the latter chooses a shipper other than the one indicated by Art Backers or if the physical Product is not returnable by ordinary mail via Poste Italiane (Article 57 of Legislative Decree no. 206/2005). Physical Products must be returned intact, unused, undamaged and with the labels still attached. The Customer is solely responsible for any decrease in the value of the Physical Product resulting from manipulation of the Physical Product other than that necessary to ascertain its nature, characteristics and functioning.
10.6 Art Backers will refund in full the sums paid by the Customer, including any delivery costs, except in the cases referred to in the aforementioned art. 57 of Legislative Decree no. 206/2005, within 14 (fourteen) days from the date on which Art Backers will have received the Physical Products returned by the Customer or from the moment in which the Customer provides proof of having returned the Physical Products, whichever occurs first. This refund will be made by Art Backers with the same payment methods used by the Customer for the initial transaction, unless otherwise expressly agreed between the parties and on condition that the Customer does not have to incur additional expenses for this refund.
Replacement of Physical Products in case of lack of conformity
11.1 Should the Products sold by Art Backers show production defects or any alleged lack of conformity, the Customer will be required to contact the online assistance, by e-mail at digital@artrights.me or via the form on line available on the Web Page.
11.2 In such cases the Customer must:
(I) within 30 (thirty) days of receipt of the Physical Products, send the request for assistance and replacement referred to in point 11.1 above;
(II) wait for the response from Art Backers with the indication of the person to whom the Customer must return (the presumptively defective Physical Products;
(III) Once you have received the return address and the methods of the same, use the Courier indicated by Art Backers by contacting him at the number indicated by Art Backers to organize the collection. In particular, the Customer must contact the courier directly at his own expense at the number indicated for the return. All costs of returning the return remain the responsibility of the supplier appointed by Art Backers. If the Customer opts for couriers other than those indicated by Art Backers, the Customer will have to bear the related costs.
11.3. Physical Products must be returned intact, unused, undamaged and with the labels still attached. The Customer is solely responsible for any decrease in the value of the Physical Product resulting from manipulation of the Physical Product other than that necessary to ascertain its nature, characteristics and functioning.
11.4 The supplier appointed by Art Backers will verify the existence or not of defects on the Physical Product. If the defects are not found, the Physical Product will be returned to the Customer with the shipping costs charged. If, on the other hand, the defects are actually found, then Art Backers (or directly the supplier appointed by the latter) will reimburse the amount paid by the Customer with the same payment methods used by the Customer for the purchase, no later than 14 (fourteen ) days from the receipt by Art Backers of the returned Physical Products.
11.5. Art Backers will accept to make the replacement after checking the availability of the Physical Products requested in replacement.
11.6. The Customer has the right to obtain the total restoration of the conformity of the
by, at its option, repair or replacement, and at no cost to it. In the event that one of these remedies is objectively impossible or excessively burdensome compared to the other, the Customer may obtain a reasonable reduction in the price of the Physical Products or, alternatively, the termination of the contract. The Customer loses these rights if he does not report the alleged lack of conformity to Art Backers within 2 (two) months from the date on which he discovered this defect. In any case, the direct action to assert an alleged lack of conformity is prescribed by law within 26 (twenty-six) months from the date on which the Physical Products were delivered to the Customer.
Intellectual Property Rights
All “Art Backers” trademarks, figurative and / or shape trademarks, present on Physical Products and NFTs, on related accessories and / or packaging, as well as all illustrations, images and logos protected by copyright, and, more in general, all intellectual property rights relating to the images, videos, audio contained in the Physical Products and in the NFTs are and will remain the exclusive property of Art Backers, and / or their respective suppliers and / or licensees without in any way the purchase of the Physical Products and / or NFTs may represent a transfer or license of such copyrights or intellectual property contained in the Physical Products or NFTs.
Applicable law and competent court
13.1 These General Conditions and, consequently, the contracts concluded with Customers are governed by Italian law (in particular, the Consumer Code and Legislative Decree no. 70 of April 9, 2003, “E-commerce Decree”) and must be interpreted on the basis of it.
13.2. Disputes arising from the interpretation, validity and / or execution of these General Conditions will be devolved to the exclusive jurisdiction of the Court of Cagliari, except in cases of mandatory jurisdiction in favor of the judge of the place of residence or domicile of the Customer pursuant to the Consumer Code. .
Alternatively, the Customer can choose to access the platform for the extra-judicial resolution of disputes provided by the European Commission, present on the website http://ec.europa.eu/odr