GENERAL TERMS AND CONDITIONS
DIGITAL SOUL s.r.o., company ID No.: 197 56 933, with registered office at Kaprova 42/14, Staré Město, 110 00 Prague 1, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 391132 (hereinafter referred to as the "Seller")
1. INTRODUCTORY PROVISIONS
1.1 These terms and conditions of the Seller (hereinafter referred to as "Terms and Conditions") regulate in accordance with the provisions of § 1751 paragraph 1 of Act No. 89/2012 Coll., Civil Code, as amended (hereinafter referred to as the "Civil Code"), the terms and conditions of operation and use of the online store for the sale of NFT tokens operated by the Seller at the Internet address deus.auction (hereinafter referred to as the "E-shop") and the terms and conditions of purchase contracts (hereinafter referred to as the "Contract") concluded between the Seller and customers purchasing from the E-shop (hereinafter referred to as the "Buyer").
1.2 The provisions of the Terms and Conditions are an integral part of the Contract from the moment of its conclusion. Arrangements deviating from the Terms and Conditions may be agreed in writing in the Contract; such arrangements shall prevail over the Terms and Conditions.
1.3 The Terms and Conditions apply to cases where the Buyer is a natural person who acts in concluding a contract outside the scope of his business activity or the scope of his independent exercise of his profession.Czech Republic.
1.4 These Terms and Conditions and all legal relations arising from them, including the Contract, are governed by the law of the Czech Republic.
1.5 The Buyer may only use the E-shop by logging in using the Metamask platform ("Metamask").
1.6 By accessing the E-shop via Metamask, the Buyer confirms that he/she has read these Terms and Conditions and that he/she agrees to their wording. The Buyer also confirms that he/she acknowledges the Information on the processing of personal data available for consultation, among others, in the interface of the E-shop.
2. SUBJECT OF THE PURCHASE CONTRACT
2.1 The Contract is concluded with the object of transferring digital, indivisible, specifically identified and non-interchangeable virtual assets ("NFTs") that are transferable only on the Ethereum decentralized blockchain network ("Blockchain"). The Seller has no control over the Blockchain and cannot change the transfers of NFTs made on it.
2.2 An NFT may relate to a specific automobile to be managed by the Seller ("Tokenized Automobile"). Each NFT contains a unique identifier.
2.3 The NFT is provided in two categories, as gold NFT (hereinafter referred to as "Gold NFT") and silver NFT (hereinafter referred to as "Silver NFT"). Except as otherwise provided herein, the specific differences between the Gold NFT and the Silver NFT shall be set out in the terms and conditions of individual sales which will be issued for each Tokenised Car and which are not part of these Terms and Conditions ("NFT Terms and Conditions").
2.4 As part of the purchase of certain NFTs, the Buyer will receive rights to the Tokenized Car, such as the right to group rides in the car, the right to participate in meetings, access to a virtual copy of the car, etc. (hereinafter referred to as "NFT Holder Rights"). The NFT Holder Rights differ for Gold NFTs and Silver NFTs and the exact list of these rights is set out in the NFT Terms and Conditions.
2.5 The rights of NFT holders will be granted to anyone who proves that they have become an NFT holder by a Blockchain statement that clearly shows that the NFT is located at their address on the Blockchain.
3. CONCLUSION OF THE PURCHASE CONTRACT
3.1 The presentation of the NFT on the E-shop is informative and the Seller is not obliged to conclude a Contract regarding the presented NFT. The provisions of Section 1732(2) of the Civil Code shall not apply.
3.2 NFT prices displayed in the E-shop interface are inclusive of value added tax and all other taxes, related fees and other similar monetary charges, unless otherwise stated.
3.3 The price and number of NFTs issued are determined for each Tokenised Car separately and are set out in the NFT Terms and Conditions.
3.4 The Contract shall be concluded on the basis of the Buyer's order made via the order form in the E-shop interface and subsequent payment and transfer of NFT via the Paper platform, available at https://withpaper.com/ (hereinafter referred to as the "Order"). The Buyer must fill in the order form with all data marked as mandatory; without these, the Order cannot be completed. The Order Form contains in particular:
3.4.1. information about the ordered NFT and its quantity (the Buyer selects the NFT by inserting it into the cart in the E-shop interface),
3.4.2. the chosen payment method, including any fees associated with that payment method.
3.5 Before sending the Order to the Seller, the Buyer is allowed to check and change the data entered by the Buyer in the Order, including with regard to the Buyer's ability to detect and correct errors arising when entering data into the Order. Once the Order has been submitted, the Buyer may no longer change the data entered in the Order or correct errors in the Order. All data provided in the Order must be correct, complete and up-to-date. The Seller shall not be liable for any damages arising from the Buyer's provision of incorrect, incomplete or outdated data.
3.6 The Buyer sends the order to the Seller by clicking on the "Order binding for payment" button. By submitting the Order, the Buyer confirms that he/she has read these Terms and Conditions and the Seller's NFT Terms and Conditions and that he/she agrees to them, as well as acknowledges the Seller's information on the processing of personal data.
3.7 The Seller shall confirm receipt of the Order to the Buyer by e-mail to the Buyer's address specified in the Order without undue delay after its receipt.
3.8 The contract is concluded at the moment when:
3.8.1. The Buyer shall pay the full price for the NFT in accordance with the Order, and
3.8.2. The Seller shall deliver to the Buyer a confirmation of receipt of the Order (acceptance) and receipt of payment for the NFT in the Order, to the Buyer's e-mail address specified in the Order.
3.9 If the Buyer fails to pay the price according to the Order even within 3 (three) days from the date of delivery of the Order to the Seller, the Order shall be cancelled.
3.10. The Seller is always entitled, depending on the nature of the Order (quantity of NFT, amount of the purchase price, estimated shipping costs) to ask the Buyer for additional confirmation of the Order (for example, in writing or by telephone).
4. NFT PRICE AND PAYMENT TERMS
4.1 NFT prices are always displayed for the NFT in the E-shop interface and remain valid for the time they are displayed on the E-shop. The price of the NFT valid at the time of sending the Order to the Seller is decisive.
4.2. The Buyer shall pay the price of the NFT under the Contract to the Seller via the Paper payment system, available at https://withpaper.com/ (hereinafter referred to as the "Payment Gateway"). The Payment Gateway allows payment by non-cash payment methods, namely credit and debit cards, Google pay and Apple pay, as well as cryptocurrency, which is supported by the Payment Gateway.
4.3. Together with the purchase price, the Buyer is also obliged to pay the Seller the costs associated with the transfer of the NFT in the agreed amount. Unless otherwise stated in the E-shop interface (order form), the purchase price already includes these costs.
4.4. The Buyer's obligation to pay the purchase price is fulfilled at the moment of crediting the relevant amount to the Seller's account. The Seller shall confirm to the Buyer by e-mail without undue delay that the purchase price has been paid.
4.5. Unless otherwise stated in the E-shop, payments for NFT are made in Czech crowns. Any conversion fees are the responsibility of the Buyer.
5. NFT TRANSMISSION
5.1 The transfer of NFTs takes the form of a transaction on the Blockchain. The transfer is handled by the Payment Gateway by transferring the NFT to the Buyer's wallet through an automated process and the Seller has no ability to interfere with this process.
5.2. The transfer time is not strictly defined and varies depending on Blockchain utilization and transfer fees and the Seller has no ability to expedite the process.
5.3. If the Buyer arranges with the Seller a special method of transferring the NFT (e.g. another chain, physically on a hardware wallet, etc.), the Buyer bears the risk and any additional costs associated with this method of transport.
5.4. If the Seller is in default in delivering the NFT, the Buyer may withdraw from the Contract if the Seller fails to fulfil its obligation even within an additional reasonable period of time granted by the Buyer. The Buyer may only withdraw from the Contract without additional time if the Seller has refused to perform or if performance at the specified time is necessary in view of the circumstances at the conclusion of the Contract or the Buyer has notified the Seller prior to the conclusion of the Contract that delivery at a specified time is necessary. The Seller shall return to the Buyer without undue delay after withdrawal from the Contract all monies paid by the Buyer under the Contract.
6. CONTENT LICENSE
6.1 The content associated with the NFT (the 3D model of the Tokenized Car) is protected by law as a copyrightable work (or other protected intangible property) (hereinafter referred to as the "Copyrightable Work").
6.2. The Buyer, pursuant to the Contract or partial Content Purchase Agreements, acquires a non-exclusive right to use the Copyright Work for the purposes, to the extent and in the manner necessary to use the NFT in accordance with these Terms and Conditions (the "License"). The License is granted for the term of the proprietary copyright in the Copyright Work.
6.3. The Buyer is not entitled to grant sublicenses to the Copyright Work, but is entitled to assign the License to another person.
7. DEFECTS
7.1 The Seller shall be liable to the Buyer for the fact that the NFT is free from defects upon its acceptance by the Buyer. The Seller undertakes to use reasonable efforts to ensure that the NFT is always functional and safe.
7.2. The Seller shall further respond to the Buyer that NFT:
7.2.1. conforms to the agreed description and scope, as well as quality, functionality, compatibility, interoperability and other agreed characteristics,
7.2.2. is suitable for the purpose for which the Buyer requires it and to which the Seller has agreed, and
7.2.3. is provided with the agreed accessories and instructions for use, including installation instructions, and user support.
7.3. The Seller shall be liable to the Buyer that in addition to the agreed characteristics:
7.3.1. the NFT is fit for the purpose for which NFTs of this type are normally used, including with regard to third party rights, legislation, technical standards or industry codes of conduct, where there are no technical standards,
7.3.2. The NFT corresponds in scope, quality and other performance parameters, including functionality, compatibility, accessibility, continuity and security, to the usual characteristics of NFT of the same type that the Buyer can reasonably expect, also taking into account public statements made by the Seller or another person in the same contractual chain, in particular advertising or labelling,
7.3.3. the NFT is provided with such accessories and instructions for use as the Buyer may reasonably expect; and
7.3.4. The NFT corresponds to the trial version or preview made available by the Seller prior to the conclusion of the Contract.
7.4. The Seller shall not be bound by the public statement referred to in paragraph 7.3.2 if it proves that it was not aware of it, or that it was modified at the time of the conclusion of the Contract in at least a comparable manner to that in which it was made, or that it could not have influenced the decision to conclude the Contract.
7.5. Paragraph 7.3 shall not apply if the Seller has specifically notified the Buyer prior to the conclusion of the Contract that a feature of the NFT is different and the Buyer has expressly agreed to this when concluding the Contract.
7.6. The Buyer may complain about a defect that becomes apparent or occurs in the NFT within 2 (two) years of the date of disclosure.
7.7. If the NFT has a defect, the Buyer may demand its removal, unless this is impossible or unreasonably expensive. The obligation to remedy the defect is also fulfilled by providing proper instructions on how to remedy the defect if it is a defect that can be remedied in this way.
7.8. The Buyer may demand a reasonable discount or withdraw from the Contract to the extent of the defective performance, i.e. to the extent of the duration and extent of the defect, if
7.8.1. The Seller has failed to remedy the defect in accordance with paragraph 7.7 or it is apparent from the Seller's statement or the circumstances that the defect will not be remedied within a reasonable time or without significant inconvenience to the Buyer
7.8.2. the defect remains after removal, or
7.8.3. the defect is a material breach of the Contract.
7.9. The reasonable discount shall be determined as the difference between the value of the NFT without defect and the defective NFT provided to the Buyer.
7.10. The Buyer cannot withdraw from the Contract if the defect of the NFT is only insignificant. The defect shall be deemed not to be insignificant.
7.11. If the Buyer withdraws from the Contract, the Seller may prevent the Buyer from further use of the NFT, in particular by making the NFT or the user account in the E-shop unavailable.
7.12. If the Buyer withdraws from the Contract, the Buyer shall refrain from using the NFT, including providing it to a third party.
7.13. Monetary amounts that the Seller has to return to the Buyer due to defective performance, the Seller shall return at its own expense without undue delay, but no later than 14 (fourteen) days from the date on which the Buyer exercised the relevant right from the defective performance. In doing so, it shall use the same method as the Buyer used to pay the price, unless the Buyer expressly agrees otherwise and does not incur any costs.
7.14. The Buyer shall exercise the rights from the defective performance (claim) with the Seller through the contact details listed below in Article 13 of the Terms and Conditions.
8. WITHDRAWAL FROM THE CONTRACT
8.1. Withdrawal from the Contract by the Buyer
8.1.1. The Buyer expressly agrees to commence performance before the expiry of the withdrawal period and acknowledges that by giving his consent his right to withdraw from the contract pursuant to Section 1837 (l) of the Civil Code shall cease.
8.2. Withdrawal from the Contract by the Seller
8.2.1. The Buyer acknowledges that the Seller has the right to withdraw from the Contract within 14 (fourteen) days of its conclusion if, due to a technical error of the E-shop, the NFT offer was incorrectly displayed and consequently the Contract was concluded under conditions under which the Seller clearly did not intend to conclude it - typically in cases of, when the E-shop displays a purchase price of the NFT that is obviously unreasonably low in relation to the value of the NFT, without indicating that it is a sale or discount promotion, or in case of incorrect conversion of the price of the NFT into another currency, or in case of other errors in the offer of the NFT on the E-shop. In this case, the Seller will notify the Buyer of the situation by e-mail. The Contract shall terminate from the beginning at the moment of delivery of such notification to the Buyer. The Seller shall refund to the Buyer the full price paid by the Buyer for the NFT within 30 (thirty) days of cancellation.
8.2.2. The Buyer agrees that the Seller's right to withdraw from the Contract arises even in cases of false information provided by the Buyer, as well as in any potential conflict with the law due to the implementation of the Order
8.2.3. The Seller has the right to withdraw from the Contract even in cases of a decision to stop issuing NFTs.
8.2.4. In cases according to paragraph 8.2, the Seller shall notify the Buyer of the situation by e-mail. The Contract shall be terminated from the beginning at the moment of delivery of such notification to the Buyer. The Seller shall reimburse the Buyer the full price paid by the Buyer for the NFT within 30 (thirty) days of cancellation.
8.2.5. Other legal options for termination of the Contract or withdrawal from the Contract by the Seller are not affected.
9. OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES
9.1. The buyer acquires ownership of the NFT by paying the full purchase price of the NFT. The risk of damage to the item passes to the Buyer upon receipt of the NFT.
9.2. The Seller shall not be liable for any use of the NFT in a manner that is not consistent with the intended use of the NFT or that is contrary to the instructions for use of the NFT provided by the Seller. The Seller shall also not be liable for any damage or defects in the NFT resulting from the use of the NFT in such an improper manner.
9.3. By its nature and purpose, the NFT does not require any updates and the Buyer expressly agrees to this fact.
9.4. In the event that the Seller is unable to perform the Contract properly and on time due to force majeure (as an extraordinary unforeseeable and insurmountable obstacle arising independently of the Seller's will), the Seller shall inform the Buyer thereof without undue delay. All time limits for the Seller's performance shall be extended by the period during which the Force Majeure Event continues.provisions of § 2913 of the Civil Code shall not be affected thereby.
9.5. The Seller is not bound by any codes of conduct in relation to the Buyer within the meaning of Section 1820(1)(n) of the Civil Code.
9.6. The Buyer agrees to the use of remote means of communication in concluding the Contract. Costs incurred by the Buyer in using remote communication means in connection with the conclusion of the Contract (in particular the costs of internet connection, costs of telephone calls) shall be borne by the Buyer himself, and these costs shall not differ from the basic rate of the respective providers of remote communication services.
9.7. The contract can be concluded in the Czech language. Concluded Contracts are archived by the Seller in electronic form. The Buyer is provided with an e-mail confirmation of the conclusion of the Contract in accordance with these Terms and Conditions, or can access the concluded Contracts through the User account on the E-shop.
10. USE AND OPERATION OF THE E-SHOP
10.1. The e-shop, including its content and the software ensuring its operation, are intangible assets protected by law, primarily as copyright works within the meaning of Act No. 121/2000 Coll., on Copyright, on Rights Related to Copyright and on Amendments to Certain Acts (Copyright Act), as amended, or as other intangible assets protected by law.
10.2. The Buyer shall use the E-shop and other protected goods contained therein only for the time, for the purposes, to the extent and in the manner necessary to use the E-shop in accordance with these Terms and Conditions (i.e. to make purchases, view NFT, Register and use the User Account in accordance with the Terms and Conditions). In particular, the Buyer is not entitled to use the E-shop or its contents for commercial purposes (whether for his own benefit or for the benefit of a third party).
10.3. The Seller makes reasonable efforts to keep the E-shop available and functional. However, the Buyer acknowledges that the E-shop may not be available continuously, especially with regard to the necessary maintenance of the hardware and software of the Seller or third parties. In the event of unavailability or non-functionality of the E-shop, the Buyer shall not be entitled to any claims for defective performance or compensation for damages.
11. DATA PROTECTION
11.1. Information on the processing of personal data of the Buyer or persons acting on behalf of the Buyer in connection with the conclusion and performance of the Contract can be found in the document "Information on the processing of personal data" available on the deus.auction website.
12. CONSUMER DISPUTE RESOLUTION
12.1. In the event that a consumer dispute arises between the Buyer and the Seller under the Contract which cannot be resolved by mutual agreement, the Buyer may submit a proposal for out-of-court settlement of such dispute to the designated entity for out-of-court resolution of consumer disputes, which is: the Czech Trade Inspection Authority, Central Inspectorate - ADR Department, address: Štěpánská 796/44, 110 00 Prague 1, website: https://www.coi.cz
12.2. For out-of-court dispute resolution, the online dispute resolution platform can also be used at http://ec.europa.eu/consumers/odr. The contact point under Regulation (EU) No 524/2013 of the European Parliament and of the Council of 21 May 2013 on online dispute resolution for consumer disputes and amending Regulation (EC) No 2006/2004 and Directive 2009/22/EC (Regulation on online dispute resolution for consumer disputes) is the European Consumer Centre Czech Republic, located at Štěpánská 796/44, 110 00 Prague 1, internet address: https://www.evropskyspotrebitel.cz.
13. SUPPORT
13.1. The Buyer may contact the Seller in order to resolve the functionality of the E-shop, especially in cases where the E-shop or its partial functions are broken or unavailable. To contact the Seller in these cases, please use:
13.1.1. E-mail contact: info@deus.auction
13.2. The Seller will inform the Buyer of the result of the resolution of his request in the manner used by the Buyer to contact.
14. MUTUAL COMMUNICATION
14.1. All notices between the Buyer and the Seller relating to these Terms and Conditions, the Contract or the Registration, or to be made pursuant thereto, must be in writing and delivered to the other party. The written form requirement is also complied with if the notice is sent electronically as an attachment to an email message in PDF format via the following contacts:
14.1.1. Seller's contact details: e-mail: info@deus.auction
14.1.2. the Buyer's contact e-mail address specified in the Order or User Account.
14.2. The Buyer and the Seller undertake that in the event of a change of contact details, they will inform the other party of this change (i.e. update their details in the User Account) within 3 (three) working days at the latest.
14.3. All invoices will be sent electronically to the Buyer's email address specified in the Order or User Account.
15. COMMON AND FINAL PROVISIONS
15.1. The Seller is entitled to amend or change these Terms and Conditions at any time. This addition and/or change will be published in the interface of the E-shop and information about this addition and/or change will also be sent to the registered Buyer to his contact e-mail specified in the User account. On the effective date of the new version of the Terms and Conditions, the previous version of the Terms and Conditions shall cease to be effective. If the Buyer does not agree with the changes, the Buyer has the right to terminate the Registration at any time. Changes to the Terms and Conditions do not affect Contracts concluded while the original Terms and Conditions were still in force.
15.2. If any provision of these Terms and Conditions is invalid or unenforceable, such fact shall not affect the validity or enforceability of the remaining provisions of these Terms and Conditions.
15.3. The Buyer agrees that the Seller has the right to assign the Contract or any part thereof to a third party.
15.4. This version of the Terms and Conditions becomes effective on 9.5.2024