Users Terms and Conditions
These terms and conditions are made between ValArt Ltd, (‘we’, ‘us’, ‘our’) a company incorporated in England and Wales under number 14572210 and having its registered office at M S Parc, Parc Gwyddoniaeth Menai, Gaerwen LL60 6AG and the person entering the data to apply for an account with us (‘you’, ‘your’) and come into effect as soon as you indicate your agreement.
These terms and conditions are the entire agreement between you and us.
In these terms and conditions, the following defined terms are used:
Artwork - each individual artwork or collectible the details of which you enter into ValArt;
Artwork Data - the information you enter into our system relating to an Artwork, including any images, accompanying documents and value, as required by the ValArt system;
Charges - the charges for using ValArt, as set out on our website from time to time;
Confidential Information - in relation to you, is all personal data you provide us with and the Artwork Data; in relation to us, is all information we provide you, including as to the operation and pricing of ValArt;
NFT - non-fungible token relating to your Artwork as minted by ValArt for you;
ValArt - our online system for recording Artwork and Artwork Data and including the Valuation Tool;
Valuation - the estimated valuation of an Artwork produced by the Valuation Tool from time to time;
Valuation Tool - the valuation function relating to Artwork accessible as part of ValArt;
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Our obligations to you
1.1 We will use all reasonable technical and operational measures to secure the Artwork Data and to make it available to you at all times, save for maintenance and updating or events beyond our reasonable control.
1.2 We will not use any personal data you provide us with other than to contact you or to carry out your instructions to us. The basis on which we will use your personal data is set out in our separate data privacy policy on our website.
1.3 We acknowledge that all intellectual property rights in the Artwork and Artwork Data remain with you and that we are granted a licence in such rights only as necessary for us to provide ValArt to you. You may download the Artwork Data at any time.
2. Your obligations to us
2.1 You undertake to us that you are the sole legal and beneficial owner of the Artwork or have the permission of the owner to enter the Artwork Data into ValArt. You undertake to us that the Artwork Data is correct and complete.
2.2 You will update the Artwork Data promptly, including on revaluation or sale (in which case you will inform us of the new owner and remove the relevant Artwork Data from your account).
2.3 You agree that we may use the Artwork Data for the purpose of valuing Artwork and artwork submitted by other users using the Valuation Tool, provided that none of the Artwork Data is made available to any other user.
2.4 The Valuation Tool consists of the database of artwork data submitted by users, external feeds and our proprietary algorithms. You agree that the accuracy of any Valuation is dependent on the quality and quantity of the available data and is provided for guidance purposes only. We do not guarantee that the actual price which could be obtainable for the Artwork is the same as the Valuation. We have no liability to you if the actual price is different from the Valuation.
3. Non-Fungible Tokens
3.1 You accept that entry into ValArt or the minting of an NFT does not establish ownership, provenance or value of the Artwork. You remain responsible for the safety of the physical Artwork and documents comprising the Artwork Data. Any NFT will record details of your Artwork and watermarked copies of the documents in an immutable manner, but you agree:
(a) you are responsible for the safety and security of your NFT and will take all reasonable steps to ensure this, for example by use of a ‘hard wallet’;
(b) if you allow a third party to have access to your Artwork or documents details as stored in your NFT you do so at your own risk.
3.2 ValArt is not a marketplace for the buying and selling of Artworks but is intended to facilitate such activities.
4. Charges
4.1 You will pay the Charges together with any associated VAT. If you do not pay the Charges as set out on the website we may suspend or terminate your account and delete the Artwork Data.
5. Confidentiality
5.1 Neither you nor we shall use or disclose to any third party (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information of the other. This restriction does not apply to:
(a) any use or disclosure authorised by the relevant party or required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than through the receiving party's unauthorised disclosure.
6. Liability
6.1 Except in respect of injury to or death of any person and subject to these terms and conditions, our aggregate liability to you for loss or damage arising out of or in connection with any breach of our obligations, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed a sum equivalent to the Charges paid to us in the six months prior to the loss or damage arising, or in the event that less than six months shall have elapsed since the date of these terms and conditions, six times the average Charges for each completed month.
6.2 Subject to the express terms of these terms and conditions neither we nor you will be liable to the other in connection with the exercise of rights or the performance of obligations for:
(a) any indirect or consequential loss; or
(b) any loss of value, revenue or profit
whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.
6.3 Neither party's liability to the other in respect of:
(a) death or personal injury resulting from negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other matter in respect of which, as a matter of law, liability cannot be excluded or limited
shall be excluded or limited.
7. Termination
7.1 We may terminate the agreement between us if you break these terms and condition or we have reasonable grounds to believe that unlawful activity is taking place.
7.2 Either party may terminate the agreement between us on not less than one month’s notice.
7.3 You are responsible for downloading the Artwork Data if required on termination of our agreement for any reason.
8. Notices
8.1 We can serve notice on you at the email address you have given us (and you are responsible for keeping this up to date) and you can serve notice on us by emailing us at:
9. Governing Law and Jurisdiction
9.1 These terms and conditions and all non-contractual obligations shall be governed by and construed in accordance with the law of England and Wales.
9.2 Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of England and Wales.