These terms and conditions of use (“NFT Terms”) govern the use of the ENVOY platform (the “Platform”) as well as the use of non-fungible tokens that reference digital artworks and digital trading cards (“NFTs”) on the Platform.
The Platform is owned and operated by or on behalf of ENVOY Exploitatie N.V. (“ENVOY Expl”), a limited liability company (naamloze vennootschap) existing under the laws of Curaçao, registered in the Commercial Register of the Curaçao Chamber of Commerce & Industry under number 157630.
Pertimo Management N.V. (“Company”, “we” “us” and/or “our”), a limited liability company (naamloze vennootschap) existing under the laws of Curaçao, registered in the Commercial Register of the Curaçao Chamber of Commerce & Industry under number 157631, has received a sub-license from ENVOY Expl to exclusively use and operate the Platform for the creation and distribution of all NFTs created on the Platform.
Both aforementioned legal entities have their corporate seat in Willemstad, Curaçao and their business addresses at Landhuis Groot Kwartier Groot Kwartierweg 12 in Willemstad, Curaçao.
We reserve the right to change these NFT Terms from time to time at our sole and absolute discretion by updating the NFT Terms on our website located at https:[ /terms-of-use]. You acknowledge and agree that the form and nature of the ENVOY Marketplace, and any part of it, may change from time to time without prior notice to you, and that we may add new or remove existing features and change any part of the ENVOY Marketplace.
If a provision of these NFT Terms is invalid or becomes null and void, it will be replaced by a valid provision which is as similar as possible. The other provisions of these NFT Terms will, however, continue to apply as normal.
ARBITRATION NOTICE: THESE NFT TERMS CONTAIN AN ARBITRATION CLAUSE. YOU AGREE THAT DISPUTES UNDER THESE NFT TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. The Platform
1.1 The Platform is built on top of the Ethereum network and enables users to own, showcase, bid on, collect, trade, buy and sell and/or otherwise transact collectible NFTs created by individuals or companies (“Collectibles”). Owners of a Collectible will not own any intellectual property (“IP”) or other rights to any underlying digital artwork referenced by the NFT. When you purchase an NFT, you own the NFT that is associated with a certain Collectible. In certain cases, we may help to evaluate or provide you with information about a seller of an NFT. However, such information is provided for informational purposes only. You bear full responsibility for verifying the authenticity, legitimacy, identity of any NFT you purchase on the ENVOY Marketplace. When you buy a Collectible on the ENVOY Marketplace, you will retain the ability to transfer the Collectible to other parties.
1.2 Much like when an artist sells a physical work of art such as a painting, the creator of a Collectible (“Creators”), or the artist that worked with the Creator (“Artist”), typically retain a range of IP and other rights associated with the underlying digital artwork. The Creator or the Artist may have the ability to enforce their IP rights against users who infringe on those rights. Creators and/or Artists often grant us the necessary licenses to promote their Collectibles for sale and to allow secondary trading of each Collectible.
1.3 For the avoidance of doubt, NFTs transacted on the ENVOY Marketplace are considered digital assets. The Company will exercise due care when operating the ENVOY Marketplace. In doing so the Company will, to the best of its ability, take the User's interests into account, on the understanding that the Company will not be obliged to avail itself of non-public information known to it, including confidential and price-sensitive information.
2. Digital wallets and currency
2.1 Users of the ENVOY Marketplace must connect a compatible digital wallet to our website in order to own, buy, or sell a Collectible. We may update the range of compatible wallets from time to time in our sole discretion.
2.2 Users can only buy and sell Collectibles using the cryptocurrency Ether (“ETH”). We may update the cryptocurrency you can use to buy or sell collectibles from time to time in our sole discretion.
3. Access to the ENVOY Marketplace
By using the ENVOY Marketplace, you acknowledge and confirm that:
• You are at least 18 years old or of the legal age to enter into contractual relations with the Company (whichever is later).
• You acknowledge that the Company is your sole contracting party in relation to the ENVOY Marketplace. ENVOY Expl is not a contracting party.
• You are the exclusive beneficial and/or legal owner of any cryptocurrency used or to be used for the purchase of any digital asset on the ENVOY Marketplace.
• It is your own responsibility to ensure that your equipment (computer, laptop, tablet or other mobile device) at all times meets all the necessary technical specifications to enable you to access and use the ENVOY Marketplace.
• You may customize your username. However, we reserve the right to change your username at our own discretion, for example if it includes any offensive language.
• We may, from time to time, restrict access to certain features, parts or content of the ENVOY Marketplace, or the entire ENVOY Marketplace, to users who have registered with us. You must ensure that any registration details you provide to us are accurate and complete. If you choose, or you are provided with, a log-on ID (such as a username and password or other identifier) as part of our security procedures, you must treat such information as confidential and must not reveal it to anyone else. You are responsible for all activities that occur under your log-on ID and must notify us immediately of any unauthorised use or any other security breach of which you become aware. We reserve the right to disable any log-on ID, at any time, if in our opinion you have failed to comply with any of the provisions of these NFT Terms or if any details you provide for the purposes of registering as a user prove to be false, incomplete and/or incorrect.
• The risk of misunderstanding, mutilation, delay, or of instructions and communications not coming through adequately online and/or any other (electronic) means of communication used in transactions between the User and the Company and between the Company and third parties insofar as the third party has been engaged on the initiative of the User, is for the User's account. Without prejudice to the above, the Company reserves the right not to execute instructions received by it, which appear unclear to it, until after it will have received confirmation or clarification thereof.
• You have not been placed on any of the following lists: European External Action Service Consolidated Financial Sanctions List; EU Terrorist List; FATF Non-Cooperative Countries and Territories; Federal Bureau of Investigation Most Wanted Terrorists & Seeking Information; Bank of England Sanctions List; HM Treasury Sanctions List; Politically Exposed Persons List; World Bank Ineligible Firms; Department of Foreign Affairs and Trade Consolidated List. You have not been identified as a specially designated national or placed on any other (international) sanctions list and you will not use our Website to conduct any illegal or illicit activity.
• User and/or its representative(s) must observe the necessary care vis-à-vis the Company and, to the best of their ability, take account of the Company's interests. The User will cooperate so that the Company can perform it services correctly and fulfil its obligations (not just towards the User, but also towards third parties such as supervisory bodies, fiscal authorities, or other national, international or supranational authorities). If asked to do so, the User and/or its representative(s) will issue to the Company the information and documentation which the Company requires, at the Company's first request, including but not limited to the information relating to (i) the User's activities and purposes, (ii) the reason for purchasing a product or service from the Company, and (iii) the origin of funds paid or to be paid, negotiable instruments or other goods which the User has accommodated, or will accommodate, with or via the Company. In this context the Company will observe the applicable privacy regulations. It is the User's responsibility to issue the requested information to the Company which is truthful, complete and sufficiently detailed. If it is or should be clear to the User that the Company needs certain information or documentation, the User and/or its representative(s) will take the initiative to provide the Company with this information or documentation. The User and/or its representative(s) will inform the Company immediately of any changes to the information. If the User fails to provide that information and documentation, the Company will be authorised – at its discretion – to terminate the relationship immediately.
• The User may only use the ENVOY Marketplace or related products for that purpose for which they are intended and may not use, misuse or let misuse them, such as for (a) other purposes than for which the product or service is intended (such as but not limited to, not using a personal account for business transactions) or (b) criminal acts or activities which are detrimental for the Company or its reputation or which may harm the operation and reliability of the ENVOY Marketplace. If the User does misuse as referred to above, the Company will be authorised – at its discretion – to terminate the relationship immediately.
• The relationship between the Company and the User is based on mutual trust. The relationship can be terminated unilaterally by each of the parties, for example due to a lack of trust. There is no implicit or explicit obligation on the part of the User or the Company to continue the relationship for an indefinite period of time. The Company is not obliged to continue a relationship with a User with whom it no longer wants to do business. Neither is the User obliged to continue a relationship with the Company if it no longer wishes to do so.
• The Company and the User (and/or its representative(s)) will, at all times, comply with the applicable local laws or national ordinances, Company policy rules, Company regulations and similar rules and regulations which are imposed from time to time by local and foreign legislative bodies, including but not limited to, the rules resulting from national and international fiscal, anti-money laundering and antiterrorism legislation and treaties (the “Regulations”), including but not limited to, the Foreign Account Tax Compliance Act (“FATCA”) and the common reporting standard. Within this framework the cooperation, among other things, of the User and/or its representative(s) is required in order to provide, at the request of the Company, certain “Know Your Client” information to the Company. If the User and/or its representative(s) failed to fulfil the requirements on the grounds of the Regulations, or fail to do so on time, the Company will be authorised – at its discretion – to terminate the relationship immediately.
• Upon first request of the Company the User is obliged to inform the Company in writing of the postal address and, insofar as applicable, the email address, to which any documents intended for the User can be sent. These addresses will remain in effect vis-à-vis the Company as long as the Company has not received any written statement of a different address from the User. All documents sent by the Company to these addresses will be deemed to have been received by the User. Address changes will be notified to the Company in writing without delay.
• In the performance of all acts resulting from its relations with Users, the Company will conduct itself at all times in accordance with the Regulations and practices which exist at the time and location of said acts. The acceptance of any User and the maintaining of the relationship with an existing User is at the discretion of the Company and is in all cases subject to the existing applicable Regulations and the internal policy and regulations of the Company. The Company is not obliged to enter into a relationship with a party if it does not want to.
• If a User account stated in any foreign currency shows a debit balance, any exchange rate losses will be for the User's account in such a manner that, in the event of a drop in the selling rate set by the competent authority for the currency concerned, the Company will be authorized to charge the User's account at any time it desires with the exchange rate loss resulting from this drop. The Company is not liable for lost profit and indirect damage.
• You agree to indemnify, defend, and hold harmless us, our parents, subsidiaries, affiliates, officers, directors, employees, consultants, subcontractors and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorney fees) that such parties may incur as a result of or arising from your (or anyone using your accounts) violation of these NFT Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You shall and hereby do waive the right of any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
4. Initial ownership of tokens
4.1 For every Collectible, the Company is the initial owner. The Company may promote and offer any Collectible for sale via the ENVOY Marketplace. The Creator of each Collectible may grant its owner a range of rights, set forth in the "Rights Attached and Permitted Purposes" document for the Collectible on the Platform.
5. Limited rights of Collectible owners
5.1 As an owner of a Collectible, you may not: copy, modify, edit or reverse engineer any part of the Collectible including the imagery, colors, design, look and feel, format or other features or attributes, use the Collectible as part of another work including any film, image, audio work or other form of media, subject the Collectible to derogatory treatment, use the Collectible for any commercial purpose including for advertising or promoting any business, products or services, create any commercial products such as merchandise which feature, refer to or otherwise liken themselves to the Collectible, use the Collectible (or the Platform) for any purposes connected with hatred, racism, violence, gambling, slavery, intolerance, cruelty, unsolicited promotions or harassment, sales, spam, or for any purpose that infringes the rights of others or which is unlawful in any way, protect (or claim to protect) the Collectible with any additional intellectual property rights such as trademarks, patents or registered designs, or use the Collectible in any way not part of the Collectible’s “Rights Attached and Permitted Purposes” document.
5.2 You may and must not remove or obscure any signature of the Creator or other information as to the attribution of a creation, or take any steps that may have the effect of misleading others as to the identity of the Creator. You may use the Platform for non-commercial purposes only. We are not liable for any business losses.
6. Underlying Protocol
6.1 You acknowledge and understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform. The Platform may use other decentralized blockchain based protocols instead of or as well as Ethereum, or forks of Ethereum or other such protocols. References in these NFT Terms to Ethereum should be deemed to also refer to any other protocol we use.
7. Buying and selling collectibles
7.1 Collectibles may be offered for sale, bought and sold on the Platform through our proprietary auction process. See details on the Platform for trading outside of the Platform and related fees.
8. Fees and Creator's charitable contributions
8.1 We may earn a commission and/or fees and interest from each sale of Collectibles. A table of fees can be found at this page. All amounts owed by the User to the Company, on any grounds whatsoever, will always be immediately due and payable unless explicitly agreed otherwise in writing, or if a statutory provision prescribes the observance of a period of time. In case of default the User will be immediately in default without any notice of default being required. The User will be obliged, at the first request, to comply with a demand by the Company to pay the amount due, wholly or partially, as claimed by the Company.
8.2 The Company may charge such commission, fees and interest for using the ENVOY Marketplace to the User's account. The Company will ensure that information about the commission, fees and interest is, in any case, available at its offices and/or on the ENVOY Marketplace and will inform the User as much as is reasonably possible about the rates for the commission, fees and interest payable to the Company, if necessary via its website. If, due to an omission by the Company, no fees or rate for the commission or interest has been agreed, the Company will charge the client at the most the fees in accordance with the rate applied by the Company in comparable cases.
8.4 The Company may vary the commission, fees and interest and may therefore set varying rates for these. In addition, the Company is permitted to change the aforementioned variations and rates from time to time, unless the Company has agreed a fixed fee with the User for a fixed period. Rate changes can, for example but not exclusively, result from market conditions, a change in the User's risk profile, developments on the financial, capital and/or digital assets market, the implementation of legislation and regulations or measures by any supervisory bodies. In the event of a rate change the Company will inform the User in advance as much as is reasonably possible, if necessary via its website.
8.5 The Company is authorised to credit or debit the User for current interest, commission and fees at times that it deems to be convenient, but at least once a year. The amount of the commission, fees and interest are to be determined by the Company with due regard to the above. The Company determines, in accordance with the applicable Regulations, the way in which the interest is calculated and will inform the User upon its request.
8.6 Without prejudice to the provisions of these NFT Terms the User has to pay the Company a late fee, if the user fails to fulfil its payment obligations (on time). The amount of this late fee and the time at which it is charged will be determined by the Company, within the frameworks of the applicable Regulations, and can be adjusted by the Company from time to time. Unless agreed otherwise in writing for due balances an interest percentage will apply that is determined by the Company and may be modified by it from time to time. That percentage will not exceed 18% per year.
8.7 Under our sustainable philanthropy business model, the Creator of each collectible may select a charitable cause to receive a share of all revenues generated by sales of their Collectibles.
9. Funds Flow
9.1 The Platform provides users with a convenient interface that allows users to interact directly with an underlying blockchain. No fiat money is stored or handled by the ENVOY Marketplace or the Company at any point. Offers and transactions to buy and sell Collectibles take place directly between the buyer and the seller in each case, except where the Company - or a third party designated by the Company - is the initial owner of the Collectible.
9.2 You acknowledge and understand that the smart contracts do not give ENVOY - or a third party designated by ENVOY - custody, possession, or control of any Collectible or cryptocurrency at any time for the purpose of facilitating transactions. You affirm that you are aware and acknowledge that the Platform is non-custodial in nature and that the Platform has been designed to be directly accessible by the Creators, buyers and sellers without any involvement or actions taken by ENVOY. We never take custody of any user’s money, cryptocurrency or NFT, and we are not a payment service provider.
10.1 You are at all times solely responsible for accounting for and paying any and all taxes applicable to your use of the ENVOY Marketplace and the buying and selling of Collectibles.
11. Assumption of Risk
You expressly accept and acknowledge the following:
• We cannot guarantee the continuous, uninterrupted or error-free operability of the ENVOY Marketplace. There may be times when certain features, parts or content of the Platform, or the entire ENVOY Marketplace, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Platform, or any features, parts or content of the ENVOY Marketplace.
• Cryptocurrencies are not backed by any government, central bank, physical value or other guarantee. Their values and liquidity can materially fluctuate up and down due to market activity and sentiment, public and regulator sentiment, legislation, regulatory and governmental steps taken in relation to crypto-assets generally or specifically, and other factors outside of the control of users.
• Technological difficulties experienced by the ENVOY Marketplace may affect your access to your NFTs and thus your Collectibles.
• You understand fully, and can afford to take, the risks of purchasing and trading in Collectibles, you are solely responsible for determining the level of risk involved, and all use of the Platform is at your own risk. We are not responsible for any losses you may suffer as a result of any drop in value or other aspects of sale or purchase of any Collectible.
• Blockchain technologies and NFTs are subject to many legal and regulatory uncertainties, and the ENVOY Marketplace, NFTs, Collectibles could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit your ability to continue the use and enjoyment of such assets and technologies.
• We do not own or control the Ethereum network (or any other applicable network supported by the Platform), any digital wallet provider, or any other third-party infrastructure provider used in relation to the Platform, and we are not liable for any defects in, unavailability of, or acts or omissions of such third-party infrastructure.
• The Ethereum network may be subject to sudden changes in operating rules, and third parties may, from time to time, fork the Ethereum blockchain and implement changes in the operating rules or other features that might result in multiple versions of Ethereum and, possibly, more than one version of the NFT. This may affect the value and the function of the initial NFT and we can temporarily suspend our services while we determine, at our sole and absolute discretion, which network to support. Such networks and fork are outside of our control and we can decide, at our sole and absolute discretion, to abandon or otherwise not support the initial or the copy of the NFT. We may, at our sole and absolute discretion, obtain and retain the unsupported NFTs.
• There are risks associated with accepting cryptocurrencies as payment and purchasing blockchain-based NFTs, including but not limited to, the risk of losing private keys, theft of cryptocurrency or NFTs due to hackers finding out your private key. You are solely responsible for the safekeeping of the private key associated with the blockchain address used to buy or sell Collectibles. You accept that the Company - or any third party designated by the Company - will not be able to restore or issue any refund in respect of any Collectibles due to lost or stolen private keys. If you are not able to spend or use a Collectible due to loss or theft of the corresponding private key or otherwise, you will be unable to exercise your rights with respect to such Collectible. See details on the Platform as to any processes in place to assist you (which are at our discretion).
• The ENVOY Marketplace does not store, send, or receive NFTs. The NFTs are minted and transferred on the smart contract maintained by the Company. Any transfers of Tokens occur via the smart contract located on the Ethereum blockchain and not on the ENVOY Marketplace.
• The Company has no responsibility for the Collectibles created or traded on the Platform. The Company does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Collectible created or traded on the ENVOY Marketplace or the underlying artwork.
• The Company not be liable for any errors, misrepresentations, or omissions in, of, and about, the underlying digital artwork, nor for the availability of the underlying artwork. The Company shall not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of the underlying artwork.
• There is a risk that the Company may be obligated to take down listings from the ENVOY Marketplace if it has received a Digital Millennium Copyright Notice (“DMCA Notice”) from the competent authority or any other similar notice from any international IP authority. The Company may also be obligated to serve a DMCA Notice to its IPFS service provider. If this occurs, the NFT representing the Collectible may no longer reference the artwork. Collectibles linked to images subject to a DMCA Notice may subsequently reference an invalid file location or a file that no longer exists.
12. IP Infringing Notices
12.1 The Company respects the IP of others and asks that all users of our ENVOY Marketplace do the same. If you believe that one of our Creators, through the use of our ENVOY Marketplace, is unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification must be provided to our designated copyright agent:
• your physical or electronic signature;
• identification of the copyrighted work(s) that you claim to have been infringed;
• identification of the material on our services that you claim is infringing and that you request us to remove;
• sufficient information to permit us to locate such material;
• your address, telephone number, and e-mail address;
• a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent contact is: [ ]
Allegations that other intellectual property right is being infringed should be sent to [ ]. The Company may, in its sole discretion, delete the delist the Collectible of those who are accused of copyright infringement or other IP rights.
If you believe that your trademark is being used somewhere on the ENVOY Marketplace in a way that constitutes trademark infringement, the owner or an agent of the owner may notify us at the aforementioned e-mail. We ask that any complaints provide the accurate identity of the owner, how we may contact you, and the specific nature of the complaint. If you believe in good faith that someone has wrongfully filed a notice of copyright infringement against you, you are permitted to send us a counter-notice.
13. Company’s Role
13.1 Our role is limited to providing and operating a platform to allow users to offer for sale, and to buy and sell Collectibles directly with each other. With the exception of the initial sale of each Collectible, we are not a party to any secondary sale or purchase. We do not take payment on behalf of other parties and we are not a payment service provider.
13.2 We do our best to make sure all Collectibles are original works and do not infringe any third-party rights. There can be no guarantee or assurance of the uniqueness, originality or quality of any Collectible. You have no recourse or rights against us in relation to the existence of similar or identical works, or in relation to the infringement of any third-party rights.
13.3 You agree to indemnify us and our affiliates and our and their managing directors and officers in full against all losses incurred in relation to any claims, liability, loss or damage arising out of (or alleged in relation to) any use by you of the ENVOY Marketplace, trading by you in Collectibles, or any breach of these NFT Terms by you.
14. Prohibited Use
14.1 Except to the extent expressly set out in these NFT Terms, you are not allowed to: 'scrape' content or store content of the ENVOY Marketplace on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the content of the Platform, remove or change any content of the ENVOY Marketplace or attempt to circumvent security or interfere with the proper working of the Platform or the servers on which it is hosted, or create links to the Platform from any other website, without our prior written consent. You may however link from a website that is operated by you, provided the link is not misleading or deceptive and fairly indicates its destination, you do not imply that we endorse you, your website, or any products or services you offer, you link to (and do not frame or replicate) the home page of the Platform, and the linked website does not contain any content that is unlawful, threatening, abusive, defamatory, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third party.
14.2 You may only use the Platform for lawful purposes, in a responsible manner, and in a way that does not damage our name or reputation or that of any of our affiliates, directors or officers, or any of the Creators. The sale of stolen Collectibles, Collectibles taken without authorization, and otherwise illegally obtained Collectibles on the ENVOY Marketplace is prohibited. The Company reserves the right to terminate, suspend or restrict your access to the Platform if there is reasonable suspicion by us that that the Collectible has been or will be used for any illegal, fraudulent, or unauthorized purposes. If you have reason to believe that a Collectible listed on the ENVOY Marketplace was illegally obtained, please contact us immediately. Listing illegally obtained assets may result in your listings being cancelled, or your Collectibles being hidden.
14.3 All rights granted to you under these NFT Terms will terminate immediately in the event that you are in breach of any of them, and you may not subsequently use the Platform.
15. Intellectual property rights
15.1 All IP rights in any content of the ENVOY Marketplace (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are owned by us or our licensors. Except as expressly set out here, nothing in these NFT Terms gives you any rights in respect of any IP owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the ENVOY Marketplace. In the event you print off, copy or store pages from the ENVOY Marketplace (only as permitted by these terms and conditions), you must ensure that any copyright, trademark or other IP right notices contained in the original content are reproduced.
16.1 We may change the format and content of the ENVOY Marketplace from time to time. You agree that your use of the ENVOY Marketplace is on an 'as is' and 'as available' basis and at your sole risk. Whilst we try to make sure that all information contained on the ENVOY Marketplace is correct, it is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information. We make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, availability, fitness for purpose or originality of any content of the Platform and, to the fullest extent permitted by law, all implied warranties, conditions or other implied terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using the ENVOY Marketplace or relying on any of its content.
16.2 We cannot and do not guarantee that any content of the ENVOY Marketplace will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.
16.3 In no event shall we be liable to you for any losses, whether indirect or consequential, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability we do have for losses you suffer is strictly limited to losses that were reasonably foreseeable.
16.4 We are not liable for any user error, incorrect data or loss of NFTs or other information. Collectibles are intangible assets represented by the corresponding NFT on the Ethereum network. We are not responsible for this network, for recording or verifying ownership or value of any Collectible.
16.5 The Company is liable if it can be blamed for any failure in compliance with an obligation vis-à-vis the User, or if by law, juridical act or generally accepted practice, without prejudice to the other provisions laid down in these NFT Terms, such failure is to be ascribed to it.
Insofar as not already resulting from the law, the Company will not, at any rate, be liable if any failure by the Company is the consequence of force majeure (overmacht), including but not limited to:
violent or armed actions or serious threats of any such actions;
measures of any domestic, foreign or international government;
measures by a supervisory authority;
actions of boycott;
labour disputes at third parties or among its own staff;
capacity problems with and/or interruptions in the power supply, communication links, or in network, systems, equipment or software of the Company or third parties.
If any circumstance as referred to in the preceding paragraph occurs, the Company will take such measures as may reasonably be required of it in order to minimize any resulting negative consequences for the User. The Company is, in any event, not liable for lost profit and indirect damage either.
16.6 Notwithstanding the above, in the event we are liable to you for any claim arising out of these NFT Terms or in relation to the Platform, our liability will be limited to £1,000. Where the Company is the seller by virtue of being an initial owner of the NFT, our liability shall in any case be limited to the sale price paid for that initial sale.
16.7 Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. In the unlikely event to the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.
17. Your Personal Information
17.2 If the User deceases, the Company must be informed to this effect as soon as possible in writing, for example by a family member. It may be the case that the User has issued an instruction to the Company and/or ENVOY Marketplace prior to the decease. Until the Company has received the written notification of the User's decease, the Company is permitted to continue executing the instructions of the User (and/or its representative). After being notified of the decease the Company will need a certain amount of time to adapt its services accordingly. As a result of this it may be that the Company still has to execute an instruction which it received before, or some time after, the notification of the decease. The User's estate is bound by this if the execution cannot reasonably be prevented.
17.3 Unless expressly otherwise agreed in writing, the Company will be entitled, in the event of User's decease, to transfer the balance of User's account, as well as any other property kept in the Company's custody for the User, with discharging effect, to the person or persons stated in a certificate of succession (verklaring van erfrecht) issued by a civil-law notary in the usual form as being the heir or heirs, or executor with the power to take possession. If the Company request a certificate of succession (verklaring van erfrecht), the heirs or the executor has the obligation to provide such certificate of succession (verklaring van erfrecht) to the Company. In case of more than one heir, the Company has no obligation to respond to information request of individual heirs. This includes information about payments through the User's account. E.g. the Company is not obliged to provide information again about actions and transactions performed before the moment of the User's decease.
18. External links
18.1 The Platform may, from time to time, include links to external sites, third-party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of, or association with, their operators or promoters.
18.2 The Company is allowed to engage others in its provision of services on the ENVOY Marketplace and outsource work. If the Company does this during the execution of an agreement with the User, the Company will be the User's contact and the contract party and engaging third parties is for the Company’s risk. Engaging third parties means, among other things, having goods, valuable papers, (equity securities) or other negotiable financial instruments stored on behalf of the User or in the name of the Company, as well as engaging third parties in the execution of payment transactions. The engaging of third parties at the initiative of User for (i) the execution of an agreement with the User, (ii) the storage of goods, valuable papers, (equity securities) or other negotiable financial instruments with third parties and (iii) the provision of coverage to third parties will take place for the User's account and risk. For the purpose of meeting its obligation to deliver these goods, valuable papers, (equity securities) or other negotiable financial instruments to the User, the Company will be entitled at all times to limit itself to giving instructions to the third parties for the goods, valuable papers, (equity securities) or other negotiable financial instruments to be made available to the User, or to assign to the User the Company’s rights in this regard as against the third party.
18.3 The Company can also engage third parties in its business operations, for example in the functioning of the ENVOY Marketplace’s (information) systems. The Company will exercise the necessary care when selecting said third parties. Unless it is apparent that the Company acted carelessly in terms of its choice, it will not be liable for the failings of those third parties. If the User has suffered any damage as a result, the Company will assist the User, in any event, as much as possible in its efforts to reverse or limit said damage.
19. Right to set off/right of reversal
19.1 The Company is authorised at all times to set off any and all claims against the User, whether or not due and payable, conditional or under current and future obligation, against counterclaims that the User has against the Company, whether or not due and payable, regardless of the currency in which such claims are stated.
19.2 If, however, the claim of the Company against the User or the counterclaim of the User against the Company is not yet due and payable, the Company will not exercise its right to set off unless attachment has been levied against the counterclaim of the User or recourse is otherwise sought against same, a limited right in rem is created thereon, the User assigns his counterclaim under special title, or the User is declared bankrupt or is granted a (provisional) suspension of payments. However, these limitations do not apply if the claims are in different currencies. The Company will set off claims in different currencies at the exchange rate of the day of the set-off. If possible, the Company will inform the User in advance or as soon as reasonable possible afterwards that it will exercise or has used its right to set off.
19.3 Without prejudice to the above the Company will be authorized and entitled, in the event of mistakes, erroneous and/or wrong entries, such as but not limited to those concerning undue payment, to correct the aforementioned mistakes and/or entries without the Company requiring the User's consent or cooperation for said correction. After it has used this authority the Company will inform the User.20. Costs, taxes and levies
20.1 Without prejudice to the provisions below, all costs relating to the relationship between the User and the Company, such as but not limited to, postage, stamp, telegram, telephone, telex, fax and representation costs, licence fees, charges, taxes or other costs and/or levies and such payable to third parties, will come for the User's expense. During the execution of User instructions and/or transactions for which the Company, in accordance with the applicable legislation and regulations, owes licence fees or other costs and/or levies to third parties these will be charged/passed on to the User.
20.2 Other specific costs for the Company which (may) arise from the relationship between the Company and the User, such as but not limited to, appraisals which are deemed necessary, whether or not in conjunction with (intended) execution, consultancy costs and reports, will be for the User's account within the boundaries of reasonableness.
20.3 All extrajudicial collection costs estimated at 15% of the claim and all costs of legal assistance, including the non-liquidated costs reasonably incurred by the Company in respect of a dispute between the User and the Company, will be for the User's account. Costs incurred by the Company in and out of court, if the Company is involved in an attachment, proceedings or disputes between the User and a third party, will be for the User's account.
20.4 The Company may charge the above-mentioned costs to the User at the times it considers to be convenient.
21. Governing Law and Arbitration clause
21.1 These NFT Terms are governed by the laws of Curaçao.
21.2 Parties agree that all disputes arising out of or in connection with this Agreement shall be finally settled by arbitration in Curaçao under the rules of arbitration of the UNCITRAL Model Law on International Commercial Arbitration by one arbitrator with the Court of First Instance of Curaçao as the authority referred to in Article 6 of said rules.
21. Contacting Us
21.1 Please submit any questions you have about these NFT Terms or any problems concerning the Platform by email to [ ].