TERMS AND CONDITIONSVersion 0.1 - September 21, 2021
These Terms and Conditions are edited by:
laCollection, a simplified joint stock company with a capital of 15.000 €, registered with the Paris Trade and Companies Register under number 897 949 046, whose registered office is located at 17, rue de la Vieuville, 75018, Paris, France.
Each User declares and acknowledges that:
Users can save and print these Terms and Conditions, by using the standard functions of their browser or computer.
- she/he has, in his/her country, the capacity to contract and to subscribe to the Services;
- she/he is informed that her/his commitment does not require a handwritten or electronic signature. The acceptance of these Terms and Conditions is implemented by the mechanism of a double click; her/his
These Terms and Conditions constitute a legally binding agreement between you and laCollection.
The terms defined below shall have the following meanings between the parties:
- 'Artwork”: refers to the digital image of the original artwork (which could be either a physical artwork, or a digital artwork), available within the Service;
- “Bid”: refers to a bid placed by a User in accordance with the TCS, in order to purchase an Artwork on the Marketplace. A Bid is binding and cannot be cancelled;
- “Buyer”: refers to the User acquiring an Artwork on the Marketplace;
- “LaCollection”: refers to the company laCollection;
- “Cryptocurrency”: refers to any digital asset designed to work as a medium of exchange and accepted in payment throughout the Services;
- “Marketplace”: refers to the marketplace published by laCollection and on which Users can exchange and/or sell Artworks among themselves;
- “NFT”: refers to the Non-Fungible Token which represents on blockchain the Artwork and certifies that each Artwork is unique and not interchangeable;
- Seller: refers to laCollection or each User offering to sell his/her Artwork on the Marketplace;
- Services: refers to the services accessible on www.lacollection.io to all Users having a User Account;
- "User": refers to any natural person using the Services or visiting the Marketplace;
- "User Account": designates a private virtual space that the User may have on the Website and which can be accessed by means of a login and password combination;
- “User Profile”: refers to the profile of a User that has a User Account, and which can be seen by other Users;
- "Positive Double Click": refers to the electronic formulation of acceptance.The first click marks the Buyer's agreement and a second click marks the confirmation of the Buyer's agreement;
- "TCS": refers to these Terms and Conditions;
- "Personal Data": designates all data that directly or indirectly identifies a natural person;
- “Wallet”: refers to an electronic wallet, which allows you to purchase, store, and engage in transactions using virtual currency;
- "Website": refers to the website accessible at the URL www.lacollection.io.
2.1 The purpose of these TCS is to define the terms and conditions of use and/or sale of the Website, and notably to define under which conditions a User may acquire and sell Artworks and their underlying NFT.
2.2 These TCS apply, without restriction or reservation, to any use of the Services, and are enforceable as soon as they are agreed by a User. Such consent shall be given prior to buying and/or selling an Artwork on the Marketplace.
2.3 laCollection reserves the right to adapt and/or modify these TCS at any time. The new version of the TCS shall then apply to any purchase or sale made after they have been posted online. Consequently, the User is invited to read the applicable version of the TCS before purchasing and/or selling an Artwork.
n any event, the version of the TCS applicable to the Buyer/Seller is the one agreed by the User at the time of the validation of their purchase/sale. The online documents agreed shall take precedence over all paper or electronic versions of earlier dates.
These TCS are permanently accessible on the Website via the "Terms and Conditions" section and will prevail over any other version or any contradictory document.
2.4 The Website may contain links and/or content from third-party websites and/or resources. Such third-party websites and/or resources may be subject to different terms and conditions and privacy practices. laCollection is not responsible nor liable for the availability and/or accuracy of such third-party websites. Links to such third-party websites cannot be construed as an endorsement by laCollection of such third-party websites.
2.5 Any information relating to any artwork or object is provided in good faith by laCollection and its partner institutions and best endeavour have been made to ensure accuracy at the time of publishing on this site. However, we reserve the right to change such information at any time. We and/or our partners will not be liable for any loss or inconvenience that results from the supply of any information that proves to be inaccurate or incorrect either due to error or to further research proving such inaccuracies.
3. Access to the Website and creation of an account
3.1 Access to the Website
3.1.1 Access to the Website is free for any User with internet access. The cost related to the access to the Website, whether hardware, software or internet access cost, are exclusively at the User’s expense.
The User is solely responsible for the proper functioning of her/his computer equipment and her/his access to internet. laCollection cannot be held responsible for the proper functioning of the User’s computer equipment and her/his access to internet.
3.1.2 The Website is accessible 24h a day and 7 days a week, except during during maintenance upgrades.
3.1.3 Due to the nature and the complexity of the internet network and, in particular, its technical performance and response time for consulting, querying or transferring information data, laCollection makes its best efforts, , to allow access to and use of the Website and the Services offered. laCollection cannot guarantee an absolute accessibility or availability of the Website.
3.1.4 laCollection reserves the right, without notice or compensation, to temporally close the Website or access to one or more Services, in particular to carry out an update, maintenance operations, modifications or changes to operational methods, servers and hours of accessibility, without this list being exhaustive.
laCollection reserves the discretionary right to complete, delete or modify, at any time, the Website and the Services available on it.
3.2 Creation of a User Account
3.2.1 Access to the Website is not conditional on the creation of a User Account. Any User can thus visit the Marketplace without creating a User Account. But the creation of a User Account is a necessary step to enjoy the Services offered by laCollection, i.e. to buy and sell, as well as to make any offer to purchase an Artwork.
3.2.2 Any User can create a User Account on the Website by:
- Providing the address of her/his Wallet or creating a Wallet via a third-party platform selected by laCollection;
- Providing her/his username, a valid e-mail address,
3.2.3 The User may choose to make her/his first name and surname available to other Users or not. If the User choose not to make her/his first name and surname available to other Users, her/his User Profile available to other Users will only display her/his username.
Artworks owned by a User will be visible from his/her User Profile to other Users, with the information described in article 4.1.2.
3.2.4 The User undertakes that all information provided for the purpose of registration are accurate and current.
The User acknowledges that any erroneous information, provided whether knowingly or unknowingly, may lead to liability action against him/her with a view to obtaining compensation for any prejudice suffered.
In addition, any usurpation of identity may give rise to a criminal prosecution in accordance with the provisions of Article L.226-4-1 of the French Penal Code, which states that "Usurping the identity of a third party or making use of one or more data of any kind allowing identification in order to disturb his or her peace or that of others, or to harm his or her honour or reputation, shall be punishable by one year's imprisonment and a fine of €15,000. This offence is punishable by the same penalties when it is committed on a network of communication to the public online".
3.2.5 The User is solely responsible for securing her/his own data and undertakes to take any necessary measure to ensure the confidentiality of her/his username and password, in particular by changing her/his password regularly. Each User undertakes to change her/his password without delay in the event of voluntary or involuntary disclosure to third parties, or in the event of lost or forgotten password.
The User must inform laCollection as soon as possible in the event of unauthorized use of her/his User Account.
Any use of the User Account is presumed to be made in the name and on behalf of the User.
laCollection cannot be held liable in the event of fraudulent or abusive use or due to voluntary or involuntary disclosure of the identifiers and/or passwords of a User.
3.2.6 The User may request the deletion of her/his User Account at any time, under the conditions set out on the Website, or by sending a request to firstname.lastname@example.org
3.2.7 In the event of a breach by a User of any of the obligation incumbent upon her/him under these TCS, laCollection reserves the right, without compensation and without notice, to suspend access to all or part of her/his User Account until the cause of the suspension has disappeared, or even to delete her/his Use Account regarding the seriousness of the breach. The User accepts and acknowledges that laCollection cannot be held liable against her/him or against a third parties for the consequences of the suspension or deletion of her/his User Account.
3.2.8 Any User Account that is not used for a period of two (2) years will be automatically deleted.
3.2.9 The deletion of a User Account, whether at the initiative of the User or at the initiative of laCollection, automatically and irreversibly leads to the deletion of all its data. The User Account will not be accessible anymore on the Website, it being specified that the Website will continue to display the Artworks owned by the former User, without indicating the name of the User in the ownership history described in article 4.1.2.
The deletion of the User Account has no impact on the ability of the former User to access to her/his Wallet, from which she/he can access to her/his Artworks.
Accounting documents and supporting documentation may be kept by laCollection, in accordance with the applicable provisions, in order to enable laCollection to meet its legal and regulatory obligations in this matter.
4. Description of the Services
4.1 Creation of an Artwork
4.1.1 Each Artwork available for purchase on the Marketplace is created and initially made available on the Marketplace by (i) laCollection or (ii) by a User, with the prior authorization of laCollection.
In order for laCollection to mint an NFT and create an Artwork on the Marketplace, the User must access the “Creation of an Artwork” section available from her/his User Account and accept additional terms and conditions.
The authenticity of this digital asset is certified by the underlying NFT. laCollection is the only one authorized to place, or to authorize a User to place a new Artwork for sale on the Marketplace.
Each Artwork placed on sale by laCollection is created and initially placed for sale with the prior authorization of the rights holders. These agreements signed between laCollection and the rights holders allow laCollection to issue NFT’s certifying the authenticity of the Artworks.
4.1.2 Each Artwork is displayed on the Marketplace with a description of the Artwork including an ownership history, in order to know which User(s) has(ve) previously owned the Artwork, and the evolution of price of each Artwork. If the User has chosen not to make their name available to other Users according to article 3.2.3, this history will only mention their username.
4.2 Placing an Artwork on sale / Purchase of an Artwork
4.2.1 Each User may, through her/his User Account:
- place her/his Artwork for sale on the Marketplace. In such case, the User must:
- log in to her/his User Account;
- click on the “place for sale” button on the Artwork’s page;
- set a selling price of the Artwork according to the different methods described in article 5.2.2;
- if the User decides to opt for an auction, set a reserve price and the duration for the auctions;
- Click on the “Confirm sale” button.
- issue purchase offers for Artworks offered for sale on the Marketplace, either by laCollection or by other Users. In order to make purchase offers, the User must:
- first create and log in to her/his User Account;
- indicate the amount of its purchase offer;
- confirm its purchase offer by clicking on the “Confirm the offer” button.
4.2.2 The price of each Artwork can be determined according to the following methods:
- fixed price: the Seller sets the selling price of her/his Artwork;
- Blind auction purchase: the Seller does not set a selling price but may set a reserve price under which each offer will automatically be declined. Each User may propose a purchase price for the Artwork, without being aware of the amount of the potential offers made by other Users. The blind auction purchase will end at the end of the period determined by the Seller or earlier, if a Bid is accepted by the Seller before the end of this period in accordance with 4.2.8;
- Auction purchase: the Seller does not set a selling price but may set a reserve price under which each offer will automatically be declined. Each User may propose a purchase price for the Artwork, while being aware of the amount of the highest offer which may have prior be made by another User. The auction purchase will end at the end of the period determined by the Seller or earlier, if a Bid is accepted by the Seller before the end of this period in accordance with 4.2.8.
4.2.3 The User will become the Buyer of the Artwork if:
- fixed price: the User pays the selling price set by the Seller;
- Blind auction purchase and auction purchase: the User places a Bid which is accepted by the Seller.Please be aware that if a Bid is placed Bid, the Seller is not obliged to sell her/his Artwork to the User with the highest offer at the end of the blind auction purchase/auction purchase.The Seller may choose not to sell her/his Artwork, to continue negotiations with users who have submitted offers, and/or to sell her/his Artwork to a User whose offer was not the highest. The auctions offered on the Marketplace are a tool to help Sellers to determine a selling price, but laCollection is not an operator organizing and carrying out voluntary sales of personal property by public auctions under article R321-1 of the French Commercial Code.
4.2.4 If the Artwork is offered for sale by a User, laCollection collects a transaction fee of 3% of the sale price of the Artwork to cover laCollection’s operating costs, and royalties for right holders amounting to 10% of the sale price of the Artwork. Total transactions costs are therefore 13% of the sale price.
4.2.5 The User can pay an Artwork by the following means of payment:
- Traditional currency: CB, Visa and Mastercard, via Stripe.
laCollection provides User with a secure online payment service, in order to guarantee the security of payments made on the Website and to fight against fraud. This secure online payment service enables User to pay for her/his order on the secure website of a bank. The Customer is directly redirected to the bank's website at the time of payment of the Order and is then directly redirected to the Website once payment has been made;
- Cryptocurrency: Ethereum is the only Cryptocurrency allowed in the Marketplace. The payments are made via her/his Wallet.
If the User has acquired an Artwork sold by laCollection on the Marketplace, she/he may request an invoice by sending an email to the following address: email@example.comThe User may also access to her/his invoice in her/his User Account.
4.2.6 The following procedure, which respects the Positive Double Click requirement and implies the acceptance of these TCS, has to be followed to place an order on the Marketplace:
If the Artwork is on sale for a fixed price:
- selection of an Artwork on the Website;
- clicking on “Buy” to validate the selected Artwork;
- Summary of the order in the form of a quotation. During this stage, the User may check the details of the order, the description of the Artwork, and its total price;
- Confirmation of the acceptance of the order;
- payment of the order by the means provided for in Article 4.2.5.
If the Artwork is offered for sale by auction:
- selection of an Artwork on the Website;
- issuance of a Bid by the User, by clicking on the “Place a Bid” button;
- Summary of the Bid. During this stage, the User selects the amount of her/his Bid, and may check the description of the Artwork, and the end date of the Auction;
- prepayment of the Artwork by the means provided for in Article 4.2.5. The amount of the Bid will be frozen until the end of the Auction. The amount of the Bid will not at this stage be debited from the bank account or from the Wallet of the User;
If the Bid is selected by the Seller, the User will receive an email, and a message in her/his User Account, confirming the purchase of the Artwork, and the amount of the Bid previously frozen will be transferred from her/his bank account or Wallet used to place her/his bid to the Wallet of the Seller.
If the Bid is rejected by the Seller, the User will receive an email and a message in her/his User Account, informing the User of the rejection of her/his Bid, and confirming that the amount has been unfrozen. This email and this message will be sent at the end of the auction purchase or earlier if a Bid is accepted by the Seller before the end of the period defined by the Seller in accordance with article 4.2.1. The User accepts and acknowledges that her/his Bid may in any case be rejected by the Seller, even if her/his Bid is higher than the Bid selected by the Seller.
An order and/or a Bid shall be finalized only after acceptance of payment. Any rejection of payment shall prevent the order from being finalized. In the absence of a payment, laCollection or the Seller shall then be under no obligation to sell Artwork to the User and may sell the Artwork to another User.
4.2.7 The Bids made by Users will be visible from all Users in Cryptocurrency. If a Bid has been made in a traditional currency, the value of the Bid will be converted in Cryptocurrency and visible in Cryptocurrency. laCollection will specify the payment method used by each User. Due to the fluctuating nature of the Cryptocurrencies exchange rate, the value of a Bid may vary between the time it is placed and the time it is accepted by the Seller. When a Bid is placed in Euro, the amount of the Bid displayed in Cryptocurrency on the Marketplace will vary to take into account the variation of the exchange rate.
4.2.8 The Seller is not obliged to sell her/his Artwork to the User with the highest offer at the end of the blind auction purchase/auction purchase. In order to assess the Bids offered by the Users, the Seller may take into account other criteria relating for instance to the identity of the Users making the Bids. The Seller may thus choose not to sell her/his Artwork, to continue negotiations with users who have submitted offers, and/or to sell her/his Artwork to a User whose offer was not the highest.
The Auction will end at the end of the period defined by the Seller in article 4.2.1, or earlier if the Seller decides to accept a Bid before the end of this period, by clicking on “Accept the Bid” and “I Confirm”.
4.3 Confirmation of the sale / purchase of an Artwork
Following the procedure described in articles 4.1 and 4.2 above, laCollection sends an email to the Seller and to the Buyer, to the e-mail address indicated by them, confirming the Sale/Purchase, and containing a description of the Artwork sold/bought, including the selling price paid by the Buyer.
In the event that the Seller/Buyer has not received a confirmation email after the sale/purchase of an Artwork, the Seller/Buyer is invited to check her/his spams and then, if necessary, to contact laCollection by email: firstname.lastname@example.org.
laCollection shall not be held liable in the event of a typing error that prevents the confirmation email from being delivered.
Once the Artwork sold, the Artwork will disappear from the User Profile of the Seller and will appear among the Artworks owned by the Buyer on her/his User Profile.
4.4 Exhibition of Artworks – Exchanges between Users
4.4.1Each User may access to the User Profile of Each User. This User Profile will exhibit the Works bought by the User on the Marketplace. laCollection may also, from time to time, organize exhibitions relating to a particular artist, a particular museum, and/or an artistic movement, in such case the Works of various Users may be exhibited on the Website.
4.4.2 From her/his User Account, each User may send private messages to other Users of the Website. This possibility allows User to discuss their respective Artwork collections with each other, or to negotiate the sale and purchase of Artworks. From their User Account, Users can choose not to receive messages, or choose to receive messages from certain Users.
5. Personal Data
laCollection collects and processes some User’s Personal Data.
As such, laCollection is responsible for processing within the meaning of EU Regulation 2016/679 on the protection of Personal Data.
6. Tax and social security obligations
6.1 The User is solely responsible for declaring the income from her/his Sales of the Artworks to the competent Tax and Social Security Administration. The User is informed that receiving Cryptocurrency in return for the sale of her/his Artwork is likely to constitute an income subject to tax and social contributions.
6.2 laCollection makes available to each Sellers established and/or located in France or having sold Artworks to Buyers established or located in France, at the beginning of the year, a statement of transactions summarizing the annual amount received through the sale of Artworks on the Marketplace.
7. User’s liability
7.1 The User shall abide by any obligation imposed upon her/him by these TCS. The User undertakes to use the Website, the Marketplace and the Services only in accordance with the TCS. The User undertakes that she/he will not use the Website, the Marketplace, and/or the Services fraudulently. The User assumes full responsibility for any breach of the TCS. In case of breach of the TCS by the User, the User is informed that her/his User Account may be suspended or deleted, without prior notice or compensation.
7.2 The User is solely responsible for the data, files and other content that she/he enters into the Website and in the course of using the Services. In particular, the User is responsible for the accuracy and legality of such data, files and other contents.
7.3 The User shall remain personally and fully responsible for all legal obligation incumbent on her/him, in particular in relation to tax and social security obligations.
7.4 The User is fully responsible for maintaining the confidentiality of her/his password. laCollection will not be liable for any unauthorized access to a User Account resulting from the loss or theft of a password.
8. laCollection’s liability
8.1 laCollection undertakes to provide its best efforts to ensure the Services. laCollection is subject to the limitations and characteristics of telecommunications networks and services, and therefore cannot be held responsible for any malfunction or interruption of the Services due to the coverage of the Internet or mobile phone networks, regardless of the duration or cause. However, laCollection will use its best efforts to try to resolve such difficulties as soon as possible.
8.2 laCollection shall not be held liable for:
- the deletion of any Services at its sole discretion, or for any change in legislation which renders the Services unavailable in whole or in part;
- breakdowns or malfunctions of the Website, Marketplace and/or the Services;
- any illegal use of the Website, Marketplace and/or Services by a User;
- a malfunction or a cyberattack;
- any event linked to data entered by a User or a setting made by a User.
8.4 In any case, and in the event of failure of the Services, laCollection shall only be responsible for direct and reasonably foreseeable damage, unless otherwise provided by law or regulation. Indirect damages are expressly excluded.
9. Intellectual Property
9.1 Buying an Artwork on the Platform does not mean that the User becomes the holder of the Intellectual property rights attached to the Artwork. If the Artwork relates to a physical object the User has no rights of ownership in that physical object.
The User is granted a limited, worldwide, non-assignable, non-sublicensable, royalty free license to display the Artwork legally owned and property obtained on the Marketplace. This right includes the right to display or perform the Artwork privately or publicly for the purpose of promoting or sharing the User’s ownership or interest in the Artwork for example on social media platforms, websites, blogs, digital galleries, or for the purpose of sharing, promoting, discussing or commenting on the Artwork.
9.2 Users have the right to exhibit their Artworks online for noncommercial purpose, and/or sell and/or transfer their Artworks but cannot make any commercial use of the Artwork including for example by selling copies, selling access to an Artwork, selling derivative works embodying the Artwork, or otherwise commercially exploiting the Artwork.
Users shall not nor permit any third party to:
- modify, distort, mutilate, or perform any other modification on the Artwork;
- use the Artwork to advertise, market, or sell any products or services;
- use the Artwork in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
- incorporate the Artwork in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these TCS or solely for the User’s personal, non-commercial use;
- sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Artwork;
- attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork;
- attempt to mint, tokenize, or create an additional cryptographic token representing the same Artwork;
- falsify, misrepresent, or conceal the authorship of the Artwork.
9.3 Any subsequent transfer of an Artwork will immediately terminate the former owner’s rights on the Artwork, which will automatically be transferred to the new owner.
9.4 The User grants laCollection the exclusive, transferable, sublicensable, free of charge right, for the whole word, to represent and/or reproduce any content that she/he published on the Website.
9.5 All intellectual property rights attached to any content published on the Website, excluding the content generated by the Users, are the property of laCollection or its partners, and are provided free of charge to Users, within the exclusive framework of the use of the Website. Therefore, any unauthorized use of these contents is unlawful.
9.6 laCollection is the database producer of all databases published on the Website. The User is forbidden to extract any qualitatively and/or quantitatively substantial data without prior authorization from laCollection.
10. Waiver of the Withdrawal Right
Given the digital nature of the Artwork and NFT’s technical functioning, the withdrawal period provided for in article L.221-18 of the French Consumer Code will not apply in case of purchase of an Artwork from laCollection, in accordance with the provisions of article L.221-28 of the French Consumer Code.
BY PURCHASING AN ARTWORK ON THE WEBSITE, THE USER EXPRESSLY WAIVES HER/HIS RIGHT OF WITHDRAWAL.
11. Dispute and mediation
11.1 In the event of a dispute arising between laCollection and a User, the latter undertakes to send an email to laCollection, explaining the purpose of her/his request, and providing any information relating to the subject and scope of her/his request, with the aim of finding an amicable solution: email@example.com. 11.2 In the event of a dispute between laCollection and a Consumer established and/or located in France, the Consumer may have recourse free of charge to an independent Ombudsman in order to find amicable resolution. If the Consumer wishes to participate to a mediation, the Consumer shall send a message to laCollection, requesting mediation: firstname.lastname@example.org. laCollection undertakes to provide all information necessary to organize this mediation.
The Consumer is informed that before referring any dispute to this independent Ombudsman, she/he must first attempt to resolve the dispute directly with laCollection in accordance with the provisions of article 11.1.
12. General Stipulations
12.1. Good Faith
The Parties agree to perform their obligations in good faith.
The Parties sincerely declare these commitments.
As such, they declare that they are not aware of any circumstances which, if they had been communicated, would have altered the consent of the other Party.
In the event of difficulties of interpretation resulting from a contradiction between any of the headings appearing at the beginning of the articles herein and any of the articles, the headings will be declared non-existent.
If one or more stipulations of these TCS are held to be invalid or declared as such in application of a law, a regulation or following a decision that has become final and conclusive by a competent court, the other stipulations will retain their full force and scope. laCollection will then amend the TCS.
12.5. Absence of waiver
No act, delay in acting or any other attitude, passive or active, on the part of one of the Parties shall be deemed to constitute for that Party a waiver of any of the rights and actions of which it is a creditor under the TCS, unless such waiver is evidenced in writing signed by a duly authorized representative.
12.6 Proof and agreement of proof
The online acceptance of these TCS by electronic means shall have the same evidential value between the Parties as the agreement on paper.
The computerized records kept in laCollection’s computer systems shall be kept under reasonable conditions of security and shall be considered as proof of communications, orders and payments between the Parties. They shall be deemed authentic until proven otherwise.
Contractual documents, orders and invoices shall be archived on a reliable and durable medium that can be produced as proof.
These TCS have been drafted in English.
If these TCS are translated into a foreign language, the English version shall prevail over any other translation in the event of any dispute, litigation, difficulty in interpreting or executing these TCS.
14. Applicable law
These TCS are governed by French law.
However, and in accordance with Article 6 §2 of the Rome I Regulation, Internet users living within the European Union may benefit from the possibly more protective and mandatory provisions of their national law.
15. Competent jurisdiction
In case of dispute, the User may seize the competent jurisdiction with territorial jurisdiction under the law. In the event of no mandatory jurisdiction by the law, only the Commercial Court of Paris will be competent.