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Conditions of Sale
These terms govern the sale of listings by Creators and Dealers (hereinafter referred to as the Sellers or simply Sellers) on the Mironova Art platform (hereinafter referred to as the Platform or simply Platform). This constitutes a legally binding agreement among Sellers, Clients, and Mironova Art. By registering and utilizing the Mironova Art platform, you implicitly consent to these Conditions of Sale. These Conditions of Sale and any operating rules and policies posted on the Platform, including Mironova Art Terms and Conditions, Creator's Terms of Use, Dealer's Terms of Use, Dispute Resolution Procedure, Shipping Policy, Return and Refund Policy, Privacy Policy, Content Guidelines constitute the entire legally binding agreement and understanding between Us and our Users, governing your access to and use of Platform (“Agreement”). I. InterpretationThe words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural. For the purposes of this Conditions of Sale: Mironova Art (referred to as either “Mironova Art”, “We”, “Us” or “Our”) refers to NobleArts OÜ, Harju maakond, Tallinn, Kesklinna linnaosa, Vesivärava tn 50-201, 10152. Products refer to the items offered for sale on the Platform. Order means a request by You to purchase Products from the Platform. Platform refers to the Mironova Art online Platform, accessible from www.mironova.art Service refers to the Services provided by Mironova Art through the Platform, including but not limited to all functions and features accessible through the Platform. User (referred to as either “You”) refers to the individual or a legal entity accessing or using the Platform. When you visit the Platform, you become our User. We divide the Users into categories so you can easily find details about the processing of your personal data.
By using the Platform you make these Terms valid and mutually binding for the parties, and you declare and warrant that:
II. General TermsAt Mironova Art, our Platform provides an immersive online marketplace and a comprehensive set of tools designed for seamless transactions, encompassing purchasing, bidding, inquiries, listing, marketing, and the sale of artworks and various Products. Each transaction occurs directly between the Seller and the Client, with Mironova Art facilitating communication, payment, shipping, and additional services for select Products. It's important to note that Mironova Art operates independently and does not directly participate in transactions with Clients. As a user, you are responsible for providing your own equipment, internet access, and telecommunication services required to engage with our platform, along with any associated costs. Furthermore, you are accountable for adhering to these Conditions of Sale and covering expenses incurred during your usage of our Platform, whether as a Seller or Client. By continuing to utilize the Platform or any of the Mironova Art Services, you, whether acting as a Seller or Client, inherently consent to abide by these Conditions of Sale and any other policies and rules of the Agreement if applicable). III. ListingsThe information provided by Mironova Art to Clients regarding any Item, including pre-sale estimates, whether conveyed verbally or in writing, and details within any listing, condition report, commentary, or valuation, does not constitute a factual representation but rather reflects Mironova Art's belief based solely on information provided by the Seller. Mironova Art retains the discretion to revise, edit, and modify listings, as well as to remove listings at its sole discretion. Pre-sale estimates may be revised by Mironova Art as deemed necessary. While listing descriptions and condition reports may highlight specific imperfections of a Product , Clients should be aware that there may be additional faults not explicitly mentioned. All dimensions provided are approximate, and illustrations serve for identification purposes only, lacking precision in size or conveying full information about the Product’s condition. Upon request, Sellers may provide additional condition reports to Clients at their own expense. In the case of framed sold Products, Mironova Art does not assume responsibility for the condition of the frame. IV. RegistrationIn order to utilize the Services provided by Mironova Art (referred to hereafter as the Services), users are required to create a Mironova Art account and furnish all necessary information. This includes but is not limited to, providing accurate contact details, tax or VAT registration information, financial/payment details, and any relevant supporting documents. This information must be provided prior to engaging in activities such as listing, marketing, offering, selling and buying Products, and before Mironova Art can process payments from Clients or transfer funds to Sellers electronically. Additionally, we retain the right to request further financial, business, or personal information at any time to verify your identity. Sellers are accountable for ensuring the accuracy and currency of all VAT and tax information. We may request identity documents, bank or financial references, or other pertinent details as required. Failure to furnish requested documentation promptly, whether before, during, or after a sale, may result in the cancellation of the transaction, for which Mironova Art bears no responsibility to the Client or Seller. It is incumbent upon the Seller to uphold the accuracy of all information provided. All users agree to maintain the confidentiality of their password and refrain from sharing, selling, leasing, or transferring your account to any third party. Users are accountable for all activities undertaken under or through their accounts. Mironova Art reserves the right to modify one's password or request additional verification before granting access to the Platform, at our sole discretion, for the purpose of maintaining account security. Notify us promptly in writing if you suspect or become aware of any unauthorized access or security breaches involving your account! V. Countries in ServiceMironova Art provides Services to addresses within all countries except for Iran, Iraq, the Russian Federation, North Korea, Lebanon, Libya, Belarus, Afghanistan, Somalia, Sudan, South Sudan, Syria, Venezuela, Yemen, Zimbabwe, Congo, Liberia, Cuba, CAR, DRC, Haiti, Eritrea, and Turkmenistan. It is worth mentioning that the Platform will not be accessible from the above-mentioned countries. At the same time, Mironova Art may, at its own discretion, provide Services to the above-mentioned countries’ nationals (including considering their candidacy as Sellers), given they reside outside the specified destinations and have no affiliation with any political organizations from those nations. VI. Clients' Personal DataSellers commit to using Clients' personal information exclusively for the purpose of fulfilling orders and inquiries. At no point will Sellers employ this information in any other manner, nor will they share it with third parties. Please consult our Personal Personal Data Privacy Policy for comprehensive details on how Mironova Art handles the data processed by the Platform. VII. Online PurchasesProducts showcased on the Mironova Art platform are conveniently available for purchase online through two main features: 'Buy Now' and 'Make an Offer'. With the exception of specific conditions outlined in the Mironova Art Policies, online purchases are considered binding agreements between the Clients and Sellers. Both parties are expected to adhere to these conditions throughout the transaction process. When browsing, the 'Buy Now' option will be clearly marked with a corresponding button, simplifying the purchasing experience. Additionally, for select Products, the 'Make an Offer' feature may be available, denoted by a 'Make an Offer' button. With this feature, Clients have the opportunity to submit offers for consideration, and Sellers can either accept the offer, propose a counteroffer, or reject the offer. Notably, Products will remain listed in a Seller's inventory until an offer is accepted and the transaction is completed. Mironova Art reserves the right to designate certain Products as sold or unavailable for sale once an online purchase is initiated, regardless of the transaction's current status. All transactions are to be conducted using the currency specified by Mironova Art. Sellers are obligated to pay a commission fee on each online purchase, with the current rate detailed in a separate agreement between Mironova Art and each Seller. VIII. PricingSellers undertake to offer Products for sale on the Mironova Art platform at prices identical to those at which the same goods are sold by the Sellers outside the Mironova Art platform, including both online resources and offline sales methods. If it comes to light that a Seller is selling goods on the Mironova Art platform at prices higher than those at which the same Products are sold by him/her outside the platform, the Seller may be subject to sanctions. Such may include: i. Immediate termination of the Seller’s account without the possibility of its restoration in the future. and ii. Imposition of a fine of up to 50% of the value of goods sold by the Seller through the Platform, whose value was found to be lower when sold by the Seller via other online sources or offline methods. or iiI. Permanent transfer of the Seller’s earnings in possession of Mironova Art into the ownership of Mironova Art. IX. Mironova Gallery SalesMironova Art has the capability to sell Products directly through the Platform. When this occurs, Mironova Gallery will function as the seller and will be held accountable to adhere to these and all other Policies and Conditions regulating sellers' operations within the Platform. However, in instances where Mironova Gallery is not the seller, it will not be held to any of the seller's responsibilities or liabilities, whether under these Conditions or otherwise. X. PaymentOnce an online purchase is confirmed, the sale contract between the Client and the Seller is concluded. The Client is required to settle the Total Purchase Price through available online payment services or via wire transfer during the online purchase. In the case of the latter, proof of payment is necessary to consider the sale concluded. The “Total Purchase Price” comprises: i. The item's purchase price; ii. VAT, and/or any other taxes or levies mandated by applicable law, which the Seller or Mironova Art is obligated to collect from the Client; iii. All shipping, packing, and insurance costs; iv. Any other relevant charges. In cases where a separate invoice is issued to the Client, payment is expected within five (5) business days from the invoice date (the Payment Deadline). Shipment of purchased Products will commence within 5 working days upon receipt of full payment from the Client. Whether or not Mironova Art accepts payment from a Client and/or transfers any funds to a Seller in connection with any sale, Mironova Art never acts as the purchaser or seller of any Item. Payment from Clients may be accepted via wire transfer, online payment services, or credit, or debit card, at our discretion. We reserve the right to specify accepted card types and set limits on credit card orders. XI. Transfer of Ownership and Risk of LossTransfer of legal ownership of sold Products from the Seller to the Client occurs automatically upon the conclusion of a sale, as outlined in these Conditions of Sale. The risk of loss for each item transfers to the Client at the same time the legal ownership passes to them. XII. Mironova Art Payment ProcessingMironova Art facilitates payment from Clients on behalf of Sellers for Online Purchases of their listings. However, it's important to note that Mironova Art does not serve as the seller of any listings nor does it own any of the listings, except in cases specifically outlined in these Conditions of Payment and other Mironova Art policies and guidelines. We offer flexibility in payment methods, including credit card, wire transfer, or online payment services. Mironova Art reserves the right to deny certain credit cards or impose limits on credit card purchases, we may also choose specific online payment services to process transactions. By conducting a payment for a Mironova Art listing, the Client authorizes Mironova Art and any integrated third-party payment services to charge the Total Purchase Price using the payment details provided by the Client, such as credit card information. In the event of payment denial by the Client's bank or payment service, the Client remains liable for all outstanding amounts. Should any issues arise with payments, the Client agrees to promptly notify Mironova Art in writing. Mironova Art reserves the right to determine the currency for payments, and the Client is responsible for any associated currency conversion expenses. Additionally, if Mironova Art or the Seller incur bank fees related to receiving Client payments, the Client agrees to cover these costs as applicable. XIII. Transactional TaxesUnless legally exempt, the Client is responsible for paying all taxes associated with their purchase. Mironova Art's failure to collect these taxes from the Client does not waive the Client's obligation to pay them. Unless expressly stated otherwise, all prices listed on Mironova Art do not include transactional taxes. XIV. Customs DutiesThe Client bears sole responsibility for maintaining all records required under customs and/or other applicable laws and regulations. Mironova Art is not obligated to undertake any pre- or post-customs release actions, such as obtaining binding rulings, providing advice on liquidations, filing petitions or protests, or addressing any related matters. It is incumbent upon the Client to carefully review all documents and declarations prepared for Customs and Border Protection, other government agencies, or third parties. Should the Client identify any errors, discrepancies, incorrect statements, or omissions on any declaration or submission filed by Mironova Art or the Sellers on the Client's, they are required to promptly notify Mironova Art and the respective Seller. XV. VAT CollectionIn compliance with the laws of Estonia and the European Union, Mironova Art will levy VAT (value-added tax) on all sales conducted through its Platform for Clients residing within the European Union. Additionally, depending on specific conditions, such as surpassing designated thresholds and in accordance with various state laws, Mironova Art may also be required to collect taxes from Clients residing in the United States. XVI. ResaleThe Client is prohibited from reselling any purchased item/s until they have completed full payment for the item/s and have legally assumed ownership and physical possession of it, as outlined in these Conditions. XVII. Non-paymentRegardless of any rights retained by the Seller, if the Client cancels/revokes a payment made by credit card or fails to pay the Total Purchase Price of a Commissioned Product for any reason, or cancels/revokes payment for an item/s already confirmed as sold to the Client under these Conditions and other Mironova Art policies after payment initiation or completion, the Client will be considered in default. Mironova Art may, at our sole discretion, opt for one or more of the following actions: (i) Cancel the sale of the item/s, keeping any partial payment of the Total Purchase Price as liquidated damages; (ii) Decline future services for the Client; (iii) Apply interest at 30% per annum, or the maximum allowed by law, from the date the remaining payment became due until the Total Purchase Price is received in cleared funds; (iv) Resell the Item, with the price determined by Mironova Art at its discretion. If the resale yields less than the original agreed price between Mironova Art and the Client, the Client will be liable for the shortfall along with all resale costs; (v) Initiate legal action to recover the original agreed price along with interest and legal expenses; (vii) Offset the outstanding unpaid amount against any sums owed by Mironova Art to the Client in other transactions; (viii) Disclose the Client's personal details to the Seller to enable legal action for recovery of amounts due and legal costs; (ix) Implement a 20% cancellation fee or take any other deemed necessary action. Additionally, if the Client fails to pay the Total Purchase Price by the Payment Deadline for any reason, the Client authorizes Mironova Art irrevocably, at our discretion, to charge the outstanding amount using any credit card or payment details provided by the Client on Mironova Art, regardless of whether such details were provided for the sale in question. The Defaulted Client will be liable to Mironova Art and the Seller for all costs, expenses (including attorneys’ fees), and damages incurred due to such Client Default, the collection of any outstanding amounts from the defaulting Client, and/or (if applicable) the resale of the property in question. XVIII. ShippingPlease consult our Shipping Policy for comprehensive details on how Mironova Art handles the delivery of Products purchased through the Platform. XIX. Release of Purchased ProductsThe Seller commits to relinquishing physical possession of any Products to the Client within five (5) working days of confirming that the Client has paid the Total Purchase Price for the respective order. Additionally, the Seller agrees to promptly furnish Mironova Art with tracking details and any other pertinent shipment information, including documents, to enable the Platform to pass these details to the Client. It is the Seller's obligation to: i. promptly provide all relevant shipping details to Mironova Art once shipping has been initiated; ii. retain the shipping details for a reasonable period; iii. refrain from disclosing such details to any third parties; XX. Export and Import RegulationsClients and Sellers should be aware that various Product categories within the realm of art may be subject to import/export restrictions or require permits. These restrictions could apply to a wide range of Products, including but not limited to antique and ancient artifacts, artworks containing gemstones and precious metals, pieces incorporating materials from protected plant or animal species, cultural heritage Products, historical artifacts, and more. It is the Seller's responsibility to determine and obtain any permits required to export the relevant Products. Similarly, the Customer is responsible for determining and obtaining any permits necessary to import the specific Product category in question. In the absence of mutual agreement between the Client and the Seller, any delay in obtaining or failure to obtain a required license or permit will not constitute grounds for canceling a sale or delaying payment of the Total Purchase Price for an order. Mironova Art shall not be held responsible for any direct or indirect damage or loss resulting from the confiscation of purchased Products, transportation restrictions, or actions taken by government or public authorities. Mironova Art is not obliged to undertake any pre- or post-customs release actions, including but not limited to obtaining binding rulings, providing advice on liquidations, filing petitions and/or protests, or any other related matters. XXI. Client Integrity and Compliance DeclarationClients guarantee the accuracy and truthfulness of all information provided to Mironova Art. They agree to safeguard their Mironova Art account from unauthorized access by any individuals or entities. Furthermore, Clients warrant that the funds used for settlement are lawfully acquired and are free from any association with criminal activities, including tax evasion. It is also confirmed by Clients that they are not under any current investigation, nor have they faced charges or convictions related to offenses such as money laundering, terrorist activities, or any other criminal acts. XXII. Seller’s Representations and WarrantiesBy acting as a Seller, you assert the following: (i) You hold rightful ownership of the item or possess explicit authorization from the owner to facilitate its sale. The property rights to the Products are not an object of pledge, court litigation, or claims by third parties. (ii) You are legally entitled to present and sell the item under the terms delineated herein. (iii) Upon completion of the sale, the rights to the item will seamlessly transfer to the Client devoid of any third-party claims, liens, or encumbrances. (iv) The item is authentic, devoid of any counterfeit elements, and there exists no reasonable doubt to the contrary. (v) If applicable, the item has undergone lawful import and export procedures in compliance with pertinent jurisdictional statutes, inclusive of the complete settlement of all related taxes and duties. (vi) Any provided information concerning the item's description is both accurate and devoid of any misleading elements. (vii) Unless expressly stated otherwise, you shall bear all Transactional Taxes, taxes, and duties as mandated by applicable law pertaining to the listing, promotion, and sale of the item, including any Transactional Taxes remitted by Mironova Art. (viii) You possess all requisite rights and authority to consent to and fulfill these stipulations. (ix) Your adherence to and execution of these stipulations shall not contravene any preexisting obligations you hold with third parties, whether contractual or otherwise. XXIII. IndemnificationClients hereby agree to indemnify, defend, and absolve Mironova Art and the Sellers from any and all claims, costs, liabilities, judgments, penalties, losses, damages, and expenses (inclusive of reasonable attorneys’ fees) resulting from claims, actions, audits, investigations, inquiries, or other legal proceedings initiated by third parties. These claims are rooted in or pertain to actual or alleged breaches of any agreements, obligations, representations, or warranties by Clients as outlined in these Conditions or any of Mironova Art's policies. Clients further pledge to reimburse Mironova Art for all costs and expenses (including reasonable attorneys’ fees) incurred due to claims brought against Mironova Art by Clients, stemming from the Clients' violation of these Conditions or any other Mironova Art policies. Sellers similarly commit to indemnify, defend, and protect Mironova Art and the Clients against any and all claims, costs, liabilities, judgments, penalties, losses, damages, and expenses (including reasonable attorneys’ fees) resulting from third-party claims, actions, audits, investigations, inquiries, or other legal proceedings. These proceedings arise from or are related to actual or alleged breaches of any agreements, obligations, representations, or warranties by Sellers as outlined in these Conditions or any of Mironova Art's policies. Sellers also undertake to reimburse Mironova Art for all costs and expenses (including reasonable attorneys’ fees) incurred due to claims brought against Mironova Art by Sellers, stemming from the Sellers' violation of these Conditions or any other Mironova Art policies. XXIV. Caveat EmptorUnless explicitly stated otherwise within these Conditions or other policies set forth by Mironova Art, every item sold through the Mironova Art platform is sold "AS IS" without any express or implied representations or warranties. Mironova Art does not assume any liability regarding the item's merchantability, fitness for a particular purpose, description, size, quality, condition, attribution, authenticity, legal title, availability for sale, anticipated selling price, value, rarity, importance, medium, provenance, exhibition history, documentation, or historical relevance of such property. No statement, whether oral or written, made by Mironova Art through the Platform or any of its media platforms or in a bill of sale, an advertisement, any other supplemental materials, or elsewhere, will be construed as such a representation, warranty, or assumption of liability. It is important to note that some jurisdictions may not allow the exclusion of implied warranties; hence, some of the exclusions in this section may not apply to you. XXV. Return and Refund PolicyPlease consult our Return and Refund Policy for comprehensive details on how Mironova Art handles the Returns and Refunds for Products purchased through the Platform. XXVI. Dispute Resolution ProcedurePlease consult our Dispute Resolution Procedure for comprehensive details on how Mironova Art handles disputes between Clients, Sellers, and Mironova Art. XXVII. Limitation of LiabilityWithin the bounds permitted by applicable law, Mironova Art absolves itself from any liability, regardless of circumstance or legal premise, towards any Client, Seller, or third party, for: (i) Any form of indirect, special, incidental, reliance, punitive, or consequential damages, encompassing losses in profits, interruptions in business, data loss, depletion of goodwill, work stoppage, accuracy discrepancies in results, or computer malfunction. (ii) Provision of substitute goods, services, or technologies. (iii) Impossibility of delivery, errors or damage to goods during delivery. (iv) It disclaims liability for unauthorized access to or tampering with your transmissions or data. (v) Mironova Art disclaims liability for any losses stemming from the incapacity to utilize its services, whether due to interruptions, suspensions, terminations, or other causes. (vi) Impossibility or errors during the transfer of funds as payment for purchased Products (including mistaken payment to the wrong Seller). (vii) Mironova Art shall not be held liable for the statements or actions of any users or third party on its services. These limitations persist even in cases where Mironova Art has been made aware of the potential for such damages. In jurisdictions where the exclusion or restriction of liability for consequential or incidental damages is not permissible, Mironova Art's liability is circumscribed to the fullest extent allowed by law. XXVIII. Choice of Law and VenueIn accordance with the legal framework governing Mironova Art's operations, including its registration in Estonia and active engagement in the European Union's online marketplace, Mironova Art adheres to the following legislative acts, including but not limited to the Estonian E-commerce Act, EU Directive on Consumer Rights, EU General Data Protection Regulation (GDPR), and Estonian Consumer Protection Act. By utilizing the services provided by Mironova Art, whether as a Client or Seller, you agree that any disputes or claims arising from these Conditions of Sale or your use of the Mironova Art platform shall be governed by the relevant Estonian and European Union legislative acts. Mironova Art reserves the right to pursue injunctive relief or other equitable remedies in any jurisdiction it deems necessary to enforce these Conditions of Sale and protect its rights and interests. Additionally, Mironova Art retains the discretion to select the jurisdiction of the courts in which it will defend its rights. XXIX. Force MajeureThe Party is released from liability for breach of these Terms if such breach is caused by reasons beyond the control of this Party (“Force Majeure”). The Force Majeure shall be confirmed by the relevant document (certificate) issued by the authorized body at the Party’s request. The Party must immediately (and not later than within ten (10) calendar days from such circumstances occurrence) notify the other Party of the Force Majeure and substantiate its interference with the performance of obligations under these Terms. Otherwise, such a Party loses the right to refer to the Force Majeure. Force Majeure automatically extends the term of performance of obligations under these Terms for a period equal to its duration. Force Majeure releases the Party invoking it from the liability for non-performance. If the Force Majeure lasts for more than 30 calendar days, either Party may initiate the termination of these Terms. XXX. Changes to These ConditionsWe retain the authority to alter, modify, add, or remove any portion of these Conditions at any time, at our sole discretion. Any amendments to these Conditions shall take effect immediately upon their posting on the Mironova Art platform or upon our notification to you via email. |
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