Private Sales Terms and Conditions

The Artwide Platform (which includes its website www.artwide.com) allows its Users to access and to request a wide range of high-quality artworks for safe and fair acquisition. The artworks range from Old Masters to the latest Contemporary periods.

The Artwide Platform offers artworks of the following techniques: Painting, Sculpture, Works on Paper, Mixed Media, Photography, Fine Art Prints, Design and Installations.

Joining the Artwide Platform is free of charge. and can be accomplished by registering on www.artwide.com. Each applicant will be vetted by the Artwide team. Upon registration, the User create his/her login and a password he/she can modify at any time by accessing his/her profile on the Artwide Platform. To buy or sell a Property in the Artwide Platform, you will need to create an account on the Artwide Platform and be a registered user by following our instructions and providing any required information or completing any necessary forms, in accordance with our Private Sales Terms and Conditions. You will also need to satisfy our client identification and verification and other due diligence requirements before you become a user and enter into the Consignment Agreement with us to sell Property, as required under our Private Sales Terms and Conditions.

These Private Sales Terms and Conditions, together with Artwide’s Privacy Policy, GDPR Privacy Notice, Online Auctions Terms and Conditions (which applies to a sale of a Property through an Online Auction) and any other terms and conditions as may be published on the Artwide Platform or notified to you from time to time, set out the terms of the agreement between Artwide and you as a User of the Artwide Platform (collectively, “Artwide’s Terms”). Additionally, these Private Sales Terms and Conditions set out the terms of the agreement between Artwide, the Seller and the Buyer upon which a sale and purchase of any Property will take place, but excluding a sale and purchase of a Property conducted through the Online Auction. Please review these documents carefully. You are required to provide all information required by Artwide and to confirm your acceptance of all Artwide’s Terms in order to validate your User’s account. You will also be required to provide copies of identification documents, bank statements and proof of address to complete validation (please refer to clause 3.3. below).

These Private Sales Terms and Conditions will prevail in the event of any conflict with or inconsistency between any prior or partial terms and conditions. Nonetheless, where a Property is sold to a User through our Online Auctions, the Online Auctions Terms and Conditions shall prevail over any other documents, including these Private Sales Terms and Conditions, in the event of any discrepancy.

These Private Sales Terms and Conditions and the Artwide’s Online Auctions Terms and Conditions are effective upon your acceptance of them. These documents can always be accessed on www.artwide.com.

These Private Sales Terms and Conditions may be varied from time to time by Artwide. You may be notified of any changes accordingly. Your acceptance of those changes may be required in order to continue your User account with Artwide.

1. DEFINITIONS AND INTERPRETATION

1.1. In these Private Sales Terms and Conditions, unless the context otherwise requires:

"Artwide"	means Artwide International H.K. Limited, a company registered in Hong Kong with its registered address at Room 1104, Crawford House, 70 Queen’s Road Central, Central, Hong Kong;
"Artwide Platform"	means the online platform (inclusive of its website www.artwide.com) designed, hosted and operated by Artwide for the display of Property for sale by one User to another User;
"Business Day"	means each day upon which banks are generally open for business in Hong Kong, other than a Saturday and Sunday or a public holiday
"Buyer"	means a User who agrees to purchase, or makes an offer to purchase, a Property on the Artwide Platform;
"Commission"	means a variable amount calculated as a percentage of the Purchase Price, which is deducted from the Purchase Price and is due and payable to Artwide upon the completion of the sale of any Property to a User. This Commission is in consideration of Artwide's provision of the Artwide Platform for the Seller to sell its Property;
"Content"	means all information relating to any Property provided by a User and listed on the Artwide Platform, including but not limited to images of the Property, provenance, publications, exhibition history, import status and asking price;
"Event"	means any event hosted by Artwide for the Users, whether held in a physical venue or by way of virtual or digital means or in a hybrid mode;
"Hong Kong"	means the Hong Kong Special Administrative Region of the People’s Republic of China;
"Net Purchase Price"	in respect of a Property, means the Purchase Price of the Property less Artwide’s Commission and any applicable costs and charges, to be paid to the Seller following the Buyer’s inspection of the Property in accordance with clause 8.10. below;
"Online Auction"	means the auction held in our online auction platform available at the Artwide Platform through which the Seller of a Property sells the Property to User
"Property"	means any artwork submitted by a User for sale on the Artwide Platform and approved by Artwide for listing;
"Purchase Price"	in respect of a Property, means the price (excluding VAT or other applicable duties or taxes that may be payable by the Seller or the Buyer) agreed between the Seller and the Buyer for the sale and purchase of the Property;
"Seller"	means a User who has listed Property for sale on the Artwide Platform; and
"Seller’s Agent"	means Artwide acting on behalf of an Artwide Registered Seller who sells a Property to a User via Artwide, under Artwide Private Sales Terms and Conditions.
"User"	means a registered and approved user of the Artwide Platform.

1.2. Reference to any parties herein shall, where the context permits, include their respective successors and permitted assigns.

1.3. Reference to a statute or statutory provision herein includes a reference to it as from time to time amended, extended or re-enacted (with or without modification).

1.4. References to persons herein include references to individuals, bodies corporate, firms, companies, government, state or agencies of a state or any joint venture, association or partnership (whether or not having separate legal personality), references to the singular shall include the plural and vice versa and references to one gender include references to any other genders.

1.5. References to clauses herein are references to clauses of these Private Sales Terms and Conditions unless otherwise stated.

1.6. The headings herein are inserted for convenience only and do not affect its construction.

2. REGISTRATION AS A USER

2.1. In order to complete the registration process to become a User of the Artwide Platform, you must complete in full the information required in a registration form. Such information can be amended and updated at any time subject to Artwide’s validation of the same.

2.2. Artwide may contact you in order to complete any information required under clause 2.1. Failure to provide some of the required information pursuant to clause 2.1. will prevent a User from fully accessing all features and functionalities on the Artwide Platform, such as accessing his or her User account or listing any Property on the Artwide Platform.

2.3. If a User registering with Artwide is a body corporate, the person who is completing the registration process for and on behalf of that body corporate represents that he or she has the authority to bind that body corporate legally. Artwide may, at its absolute discretion, require sight of such document evidencing the authority so granted to the relevant individual(s) in this case.

2.4. Artwide reserves the right to conduct identity, financial and reputational checks on Users and at its sole discretion may terminate a User’s account.

2.5. You agree as a User of the Artwide Platform that:

2.5.1. You will not use the Artwide Platform in violation of any laws, third party rights or Artwide’s Private Sales Terms and Conditions;

2.5.2. You will not use the Artwide Platform to engage in any criminal activity (including but not limited to money laundering, terrorist activities and/or tax evasion).

2.5.3. You will not post, list or upload any content that Artwide in its sole discretion deems to be inappropriate;

2.5.4. You will not sell any counterfeit items or otherwise infringe the copyright, trademark or other rights of third parties in any jurisdiction;

2.5.5. You will pay promptly and in accordance with these Private Sales Terms and Conditions for any Property purchased through the Artwide Platform;

2.5.6. You will not fail to deliver any Property sold by you, unless the Buyer fails to pay for the Property or otherwise breaches the terms of sale;

2.5.7. You will not manipulate the price of any Property or interfere with another User’s listings;

2.5.8. You will not transfer or otherwise give access to your User account or username to another party without Artwide’s prior written consent;

2.5.9. You will not impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any other person or entity;

2.5.10. You will not insert your own or a third party’s advertising, branding or other promotional content into any of the Artwide Platform’s content, materials or services, or use, redistribute, republish or exploit such content, materials or services for any further commercial or promotional purposes;

2.5.11. You will not attempt to gain unauthorised access to other computer systems through the Artwide Platform or any other means;

2.5.12. You will not engage in spidering, “screen scraping”, “database scraping”, harvesting of Content, e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of Property, Users or other information from or through the Artwide Platform;

2.5.13. You will not promote or identify yourself to other Users in any way, directly or indirectly;

2.5.14 You will not use the Artwide Platform in any manner with the intent to interrupt, damage, disable, overburden, or impair the Artwide Platform, including, without limitation, uploading viruses, sending mass unsolicited messages or “flooding” servers with requests; and

2.6. You further agree that you may not attempt (or encourage or support anyone else’s attempt) to engage in any of the foregoing prohibited activities or to circumvent, reverse engineer, decrypt, disassemble, decompile or otherwise alter or interfere with the Artwide Platform or make unauthorised use thereof. You agree that you will not use the Artwide Platform in any manner that could damage, disable, overburden, or impair the Artwide Platform or interfere with any other User’s use and enjoyment of the Artwide Platform. You may not obtain, use or access, or attempt to obtain, use or access, any materials or information through any means not intentionally made publicly available or provided for through the Artwide Platform.

2.7. Users are responsible for complying with all laws and regulations applicable to any sale, purchase and delivery of Property sold and purchased on the Artwide Platform.

2.8. A User is free to cancel his/her User account at any time by sending an email to support@artwide.com with his/her login and personal details. Prior to Artwide accepting the notice of termination, the User must fulfil any and all obligations under these Private Sales Terms and Conditions as determined by Artwide.

3. ANTI-MONEY LAUNDERING DOCUMENTATION

3.1. As these Private Sales Terms and Conditions are subject to Hong Kong law, Artwide will seek provision of certain documentation and information from Users to satisfy Artwide’s client identification and verification and other due diligence requirements before they can become a User and before such User can enter into an agreement to sell or purchase Property. Artwide shall also have the discretion to refuse to process any application to be registered on the Artwide Platform if requested documentation and information is not provided by Users.

3.2. A User must provide Artwide with documentation verifying his or her identity (such documentation as set out in clauses 3.3. and 3.4) and his or her bank account details when payment is required for sale or purchase of any Property.

3.3. A User will provide certified copies of:

3.3.1. a valid passport or identity card; and

3.3.2. a utility bill dated within the last three months, serving as proof of the User's permanent address; and

3.3.3. bank statements.

3.4. In the event you register with Artwide as a body corporate, you shall provide an authorization letter or a board resolution of the body corporate evidencing that the body corporate conferred authority on specific individuals to represent itself in registering with Artwide and using the Artwide Platform. You shall also provide the documents as listed in clause 3.3. for yourself as the authorised person and all of the directors or trustees or managers and the beneficial owners of the body corporate, as well as documentary evidence of the body corporate’s existence and place of operation, including the registered office address and registration number; a list of directors or trustees or managers and shareholders; a copy of its certificate of incorporation or similar; a copy of its business licence or similar (if applicable); and a copy of its articles of association, by-laws, constitution or similar.

3.5. Artwide has the right to request additional documents at any time. Failure to provide the requested additional documents will prevent the User from registering on the Artwide Platform and participating in any sale or purchase of any Property, or may result in suspension.

3.6. Failure to provide or update the information (where applicable) in clauses 3.2. to 3.5. inclusive will prevent the User from registering on the Artwide Platform and participating in any sale or purchase of any Property, respectively.

3.7. Where any payment is required to be made to Artwide for the purchase of Property, you shall provide information and documentary evidence to establish the source of the funds sought to be paid to Artwide for the purchase of Property to the satisfaction of Artwide, failing which Artwide may refuse disclosure to you of its bank account information and/or (in the event payment has already been made to Artwide) to process onward payment to a Seller.

3.8. Artwide will only be able to accept or transfer monies in relation to the sale or purchase of Property from or to the bank account or cryptocurrency wallet in the name of the User in accordance with clause 3.2. above.

4. CONTENT

4.1. Each User irrevocably grants Artwide a non-exclusive worldwide royalty-free right to use the Content listed by the User on the Artwide Platform and authorises Artwide to exercise any and all copyright, trademark or other rights in the Content in connection with the Artwide Platform and the services provided by Artwide under or pursuant to these Private Sales Terms and Conditions.

4.2. To the extent allowed by any applicable law, Users agree not to assert any moral rights against Artwide as regards the right granted above in clause 4.1.

4.3. In the event of a claim for infringement of copyright, trademark or any similar right by a third party, Artwide reserves the right to remove any Property or any infringing material from the Artwide Platform without notifying the User.

4.4. The User hereby fully indemnifies Artwide from and against any and all claims, liabilities, losses, damages, demands, charges and expenses suffered, sustained or incurred by Artwide arising out of or in connection with the Content provided by the User.

5. SELLER’S WARRANTIES AND CONDITIONS

5.1. The Seller may apply to list Property on the Artwide Platform by completing and signing the Private Sale Consignment Agreement (accessible and downloadable on www.artwide.com). It is understood and agreed by the Seller that completing and signing the Private Sale Consignment Agreement confirms his agreement to give the representations and the warranties as set out in clause 5.2. below and to provide any relevant documentation to Artwide evidencing the same upon request.

5.2. The Seller represents and warrants to Artwide and to the Buyer that at all relevant times (including but not limited to the time of the listing of the Property on the Artwide Platform and at the time of the sale):

5.2.1. The Seller is the true owner or co-owner of the Property, or is fully authorised and/or legally mandated to sell the Property by the true owner (or true co-owners) of it;

5.2.2. The Seller is able to and shall transfer possession to the Buyer good and marketable title to the Property free from any encumbrances, third party rights or claims including, without limitation, any claims which may be made by governments or governmental agencies.

5.2.3. The Seller has provided Artwide with all information concerning the provenance of the Property that is known to the Seller and has notified Artwide in writing of any concerns expressed by third parties in relation to the ownership, condition, authenticity, attribution, or export or import of the Property;

5.2.4. The condition of the Property will not change between its listing on the Artwide Platform and its sale to a Buyer, unless Artwide is notified otherwise;

5.2.5. The Seller is unaware of any matter or allegation which would render any Content in relation to the Property untrue, inaccurate or misleading in any way;

5.2.6. The Property is not stolen;

5.2.7. The Property has been or will be lawfully imported and lawfully and permanently exported as required by the laws of any country in which it is or was located. Any required declarations upon the export and import of the Property have been or will be properly made and any duties and taxes on the export and import of the Property have been or will be paid by the Seller;

5.2.8. The Seller has paid or will pay any applicable taxes and/or duties that may be due on the Purchase Price of the Property; and

5.2.9. The Seller is not aware of any restrictions, in copyright or otherwise, relating to the Property (other than those imposed by law) or any restrictions on Artwide’s rights to reproduce photographs or any images of the Property.

5.3. The Seller will notify Artwide promptly of the sale or any other change in status of the Property, including but not limited to alterations to the Content, the condition of the Property, increase or decrease of the asking price during any sale process, or removal of the Property from the Artwide Platform.

5.4. The Seller authorises Artwide to effect transfer of title on its behalf or on behalf of the true owner of the Property.

5.5. The Seller agrees to indemnify Artwide and any Artwide affiliated company, their respective servants, directors, officers and employees and the Buyer against any loss or damage resulting from any breach or alleged breach of any of the above representations or warranties.

5.6. The Seller’s representations, undertakings and indemnities will survive completion of the sale of the Property.

5.7. Artwide reserves the right at its sole discretion to reject the listing of any Property for any reason whatsoever, including but not limited to provision of insufficient Content or insufficient information from the Seller as set out in clause 5.2. above. Artwide will endeavour to notify the Seller prior to removal of any Property from the Artwide Platform in order that the Seller may rectify any information Artwide deems insufficient.

5.8. The Seller will insure the Property for physical loss or damage to at least the value of the asking price of the Property as listed on the Artwide Platform. Such insurance will remain in force, including during shipment of the Property, until title in the Property transfers to the Buyer in accordance with clause 9.1.

6. BUYER’S CONDITIONS

6.1. The Buyer will be bound by the purchase once the Sales Invoice is issued.

6.2. The Buyer should carry out its own inspections and investigations into any Property and satisfy itself or consult with its own experts prior to purchase of the Property. Charges may apply.

6.3. All Property is sold by the Sellers on “as is” basis, meaning that you purchase the Property with full knowledge of physical condition of the Lot at the time of the sale, without reliance on any representation, warranty, or assumption of liability of any kind as to physical condition of the Lot made by us or the Seller. A physical condition report from us or the Seller may be available on your request, but you should conduct your own inspection. Photographs on the Artwide Platform of any Property are for identification purposes only and will not convey the actual condition of the Property.

6.4. The Buyer may arrange a viewing, at his own and entire cost, of the Property prior to purchase. The Buyer has two options for viewing:

6.4.1. The Property may be viewed by the Buyer in the city where the Property is located at a location designated by Artwide. Charges may apply; or

6.4.2. The Property may be viewed by the Buyer in a location agreed between the Buyer, the Seller and Artwide. Charges may apply.

In any event, the Property will be at all times held to the Seller’s order.

6.5. It is the Buyer’s sole responsibility to identify and obtain any necessary import, export, endangered species or any other permit for the Property. Artwide makes no representations or warranties as to whether any Property is or is not subject to export or import restrictions. The denial of any permit or licence shall not justify the cancellation of the sale and purchase agreement or any delay in payment.

6.6. Following the purchase of any Property, payment is due immediately (and in any event within 2 Business Days) upon receipt of Artwide’s invoice issued in accordance with clause 8.2. below and should be made by wire transfer in immediately available funds to Artwide’s bank account or held in escrow by Artwide’s escrow agent (as determined from time to time). For the avoidance of doubt, all invoices shall be sent via e-mail by Artwide and shall be deemed to have been received at the time such e-mail is sent by Artwide. If you are paying in cryptocurrency, please refer to the Appendix 1 Clause 3.

6.7. Artwide will only provide its bank account information to the Buyer once it has received from the Buyer all documentation and information as required under clause 3 of these Private Sales Terms and Conditions.

6.8. Artwide does not accept cash or credit card payments at all.

6.9. Artwide reserves the right to decline payments received from a third party who is not the Buyer of the Property and reserves the right to seek identification and documentary evidence of the source of any funds received.

6.10. The Buyer will pay Artwide for deficiency, any and all costs, handling charges, late charges and expenses (including, without limitation, taxes and duties) incurred by Artwide in relation to shipment, packing and storage of any Property. The Buyer might pay for the costs and expenses for any Property that is shipped to the Buyer for viewing and/or any purchased Property shipped by Artwide to the Buyer.

6.11. The Buyer is solely responsible for all taxes and duties of any kind, including but not limited to VAT, that may be payable on any Property.

6.12. Without prejudice to any rights Artwide or the Seller may have, in the event the Buyer fails to pay the Purchase Price in accordance with the procedure set out in clause 8 below, the Buyer will be in default and liable for the Purchase Price and all fees, charges and expenses, including but not limited to shipment, storage and insurance costs, and taxes and duties, as set out in these Private Sales Terms and Conditions. Artwide in its sole discretion (having informed the Seller) may exercise one or more of the following remedies:

6.12.1. resell the Property;

6.12.2. we may charge interest on the unpaid amount due from the Due Date at the rate of 15% per annum from time to time;

6.12.3. we may cancel the sale of the Property. If we do this, we may sell the Property again, either publicly or privately on such terms we shall think necessary or appropriate, in which case you must pay us any shortfall between the Purchase Price and the proceeds from the resale. You must also pay all costs, expenses, losses, damages and legal fees which we have incurred or may suffer and any shortfall in the Seller’s commission on the resale;

6.12.4. we may pay the Seller an amount up to the net proceeds payable in respect of the amount you agreed to in which case you shall acknowledge and understand that we will have all of the rights of the Seller to demand you for such amounts due;

6.12.5. we may hold you legally responsible for the Purchase Price and may begin legal proceedings to recover this sum together with other losses, interest, legal fees and costs as far as we are allowed by law to recover from you;

6.12.6. we may deduct the amounts what you owe us from any amounts which we or any Artwide Group Company may owe you (including any deposit or other part-payment which you have paid to us);

6.12.7. we may, at our option, reveal your identity and inform your details to the Seller;

6.12.8. we may reject at any future Private Sales offers made by you or obtain a deposit from you;

6.12.9. we may exercise all the rights and remedies of a person holding security over any property in our possession owned by you, whether by way of pledge, security interest or in any other way as permitted by the law of the place where such property is located. You will be deemed to have granted such security to us and we may retain such property as collateral security for fulfilment your obligations to us;

6.12.10. if you owe money to us or to any Artwide Group Company, we may use or deal with any of your property we hold or which is held by another Artwide Group Company in any way permissible by law. We will only release your property to you after you pay us or the relevant Artwide Group Company in full for what you owe. However, if we choose, we may sell your property in any way we think appropriate. We are entitled to use the proceeds of the sale of the property to set off any amounts you owe us, and we will pay any remaining proceeds of that sale to you. If there is a shortfall, you must pay us any difference between the proceeds of the sale of the property and the amount you owe us; and

6.12.11. we may take any other action we see necessary or appropriate.

In any event, the Buyer will be liable for any deficiency, any and all costs, handling charges, late charges, expenses, our commissions on the sale at our regular rates, legal fees and expenses, collection fees and incidental damages.

6.13. The Buyer is prohibited from offering any Property for re-sale until title has passed to the Buyer in accordance with clause 9.1 below. The Buyer will comply with any restrictions on re-sale of any Property imposed by the Seller. Failure to comply with these conditions will lead to immediate termination of the Buyer’s User account and the Buyer will be subject to all remedies available to the Seller.

6.14 No representations or warranties are given by Artwide as to whether any Property is subject to copyright or whether the Buyer acquires copyright in the Property.

7. COMMISSION

7.1. Artwide will charge a Seller’s Commission for each Property sold by the Seller to a Buyer, calculated on the Purchase Price agreed between the Seller and the Buyer and to be paid in accordance with clauses 7 and 8 below. For the avoidance of doubt, Artwide's Commission will be calculated on the final agreed price for the Property between the Seller and the Buyer.

7.2. The Seller of a Property will be liable to pay a commission to Artwide, in addition to any other applicable costs or charges, if at any time the Seller sells the Property to a Buyer introduced to the Seller by Artwide, regardless of whether the sale is completed through the Artwide Platform. For avoidance of doubt, even if it transpires that the Buyer and Seller knew each other notwithstanding Artwide's introduction, if any communication of any description using the Artwide Platform occurs between the Buyer and the Seller as regards the Property and/or its sale or purchase, that shall for these purposes amount to an introduction which would entitle Artwide to payment of Commission in the event that the Buyer purchases the Property from the Seller regardless of whether or not the sale takes place through the Artwide Platform. The Commission fee will be determined at the sole discretion of Artwide and communicated to the Seller prior to the sale.

8. PAYMENT AND SHIPMENT OF SOLD PROPERTY

8.1. The Buyer will be issued an invoice by Artwide as agent for the undisclosed Seller in the amount of the Purchase Price as soon as practicable.

8.2. The invoice issued by Artwide to the Buyer is due and payable immediately (and in any event, within 2 Business Days) on receipt in the currency designated on Artwide's invoice.

8.3. Artwide will notify the Seller as soon as practicable of receipt by Artwide of the Purchase Price in full and cleared funds from the Buyer.

8.4. Artwide will notify the Seller if the Purchase Price is not received by Artwide within [35 days] after the date of the sale. The Seller has the right to withdraw the Property from the sale to the Buyer and re-offer the Property on the Artwide Platform following Artwide's notification of non-payment by the Buyer.

8.5. As soon as practicable from the date of notification to the Seller of Artwide's receipt of the Purchase Price, the Seller will arrange shipment of the Property to the place as agreed upon with Artwide.

8.6. Artwide will notify the Buyer of the anticipated delivery date of the Property.

8.7. The Property shall be held to the Seller's order until title is transferred to the Buyer in accordance with clause 9.1.

8.8. Artwide will notify the Buyer as soon as practicable after receiving the Property. An inspection of the Property may be carried out by the Buyer or the Buyer's authorised representative as soon as practicable but in any event within [14 days] after the date on which Artwide notifies the Buyer of the Property's arrival.

8.9. Once the Buyer or the Buyer's authorised representative has inspected the Property and confirmed that it is in the same condition as listed on the Artwide Platform, the Buyer will confirm (in writing or verbally) to Artwide its acceptance of the Property as soon as practicable. In the event that the Buyer or the Buyer’s authorised representative fails to confirm (in writing or verbally) to Artwide its acceptance of the Property within [5] Business Days from the date on which it has inspected the Property and confirmed that the Property is in the same condition as listed on the Artwide Platform, the Buyer shall be deemed to have accepted the Property.

8.10. It is understood and agreed by the Buyer that a material change or any defect in the condition of the Property or any material change in documentation relating to the Property is the sole basis on which the sale and purchase of the Property may be cancelled by the Buyer. The Buyer must provide Artwide with a condition report of the Property reasonably acceptable to Artwide, based on the Buyer's investigation prior to completion of the purchase, as evidence of any material change or defect in the Property's condition before Artwide will agree to cancellation of the agreements it has in place with each of the Buyer and the Seller respectively.

8.11. As soon as practicable following acceptance or deemed acceptance by the Buyer or the Buyer's authorised representative of the condition of the Property, Artwide will transfer the Net Purchase Price to the Seller's bank account. The Seller will promptly notify Artwide in writing of receipt of the Net Purchase Price. In the event that the Seller fails to notify Artwide in writing of receipt of the Net Purchase Price within [5] Business Days from the date on which Artwide has transferred the Net Purchase Price to the Seller’s bank account, the Seller shall be deemed to have received the Net Purchase Price.

8.12. Until such time as acceptance of the condition of the Property by the Buyer or the Buyer’s authorised representative, the Purchase Price will be held by Artwide to the Buyer’s order. If the Property is not accepted by the Buyer or the Buyer’s authorised representative as set out in clause 8.9. above, the Purchase Price will be returned to the bank account from which the Buyer transferred the funds within 30 Business Days of Artwide agreeing to cancel the purchase.

8.13. Artwide will release the Property to the Buyer upon Artwide receiving the Seller’s notification or deemed notification that the Net Purchase Price has been received. The Buyer or the Buyer's authorised representative will then arrange for shipment of the Property. Artwide may arrange shipping on the Buyer's behalf by separate agreement.

8.14. Artwide shall not be responsible for non-payment by the Buyer for the Property or for the Seller's failure to ship the Property.

9. OWNERSHIP AND RISK

9.1. Title and risk in the Property transfers to the Buyer upon the Seller’s receipt or deemed receipt of full payment of the Net Purchase Price.

9.2. Following confirmation or deemed confirmation that the Net Purchase Price has been received by the Seller, Artwide will provide the Buyer with a receipt of payment stating the Purchase Price and the Content relating to the Property as listed by the Seller on the Artwide Platform and evidencing on behalf of the Seller the transfer of title in the Property to the Buyer.

10. ARTIST'S RESALE RIGHTS

The Seller is solely liable for any payments that might be due as Artist's Resale Rights under EU Directive 2001/84/EC or equivalent legislation in any relevant jurisdiction.

11. LIMITATION OF ARTWIDE'S LIABILITY

11.1. Artwide is merely acting as agent for the Seller and as a provider of a platform that enables Users to buy and sell Property. Accordingly, Users agree that the following clauses are reasonable limitations and exclusions of Artwide's liability, if any, that may arise.

11.2. Artwide does not warrant, represent or guarantee the truthfulness or accuracy of Users' Content; the existence, quality or authenticity of Property listed on the Artwide Platform; the ability of Sellers to sell any Property listed on the Artwide Platform or to transfer title to the Buyer; the ability of Buyers to pay for any Property purchased from the Seller; or that a Buyer or Seller will actually complete the sale or purchase of Property.

11.3. Artwide is reliant on Users to provide accurate and complete Content regarding the Property and will not be liable for any errors or omissions in any Content in relation to the Property. Artwide shall not be responsible for errors of description or for the genuineness or authenticity of the Property nor make any representations or warranties with respect to the physical condition, size, quality, rarity, genuineness, authenticity, importance, provenance, exhibitions, literature or historical relevance of the Property, and no statement anywhere, whether oral or written, shall be deemed to be such a representation or warranty.

11.4. Artwide shall not be liable for loss or damage to the Property at any time.

11.5. Artwide shall not be liable for payment of any costs, expenses or taxes arising from the sale or purchase of the Property, including but not limited to packing, shipment, storage, insurance, import or export.

11.6. Artwide shall not be liable to Users in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by Artwide arising directly or indirectly from:

11.6.1. a User's use or inability to use the Artwide Platform;

11.6.2. delays or disruptions to the Artwide Platform;

11.6.3. viruses or other malicious software obtained by accessing or linking to the Artwide Platform; or

11.6.4. inaccuracies of any kind on the Artwide Platform.

11.7. Nothing in these Private Sales Terms and Conditions shall exclude or limit Artwide's liability to Users in respect of any fraudulent misrepresentation made by it, or in respect of death or personal injury caused by negligence.

12. CONFIDENTIALITY

12.1. Except as otherwise provided in clause 12.2. below, Users acknowledge that the provisions and subject matter of this Agreement are confidential and Users agree not to disclose any of the information herein to any person or party, except as may be required by law or regulation, whether concurrent with or subsequent to the User's agreement to these Private Sales Terms and Conditions. Notwithstanding the foregoing, Users may disclose the terms of these Private Sales Terms and Conditions to their legal advisers, financial and other advisers, and accountants to the extent necessary to fulfil the Users’ legal or financial obligations.

12.2. The information referred to in clause 12.1. above shall not be disclosed to any third party other than:

12.2.1. with the prior written consent of Artwide;

12.2.2. as ordered by a court of competent jurisdiction; or

12.2.3. any lawful tax authority in relation to tax issues arising from these Private Sales Terms and Conditions.

12.3. This clause 12 shall continue to apply after the suspension or termination of a User’s account or the revocation of these Private Sales Terms and Conditions, but shall not apply to information which comes into the public domain (unless it has come into the public domain through unauthorised disclosure by the Users).

12.4. Artwide may disclose information to third parties (e.g. shippers) for the purposes of fulfilling its obligations under these Private Sales Terms and Conditions.

12.5. Some countries do not offer equivalent legal protection of personal information to that offered within the EU. It is Artwide's policy to require that any such third parties respect the privacy and confidentiality of our Users' information and provide the same level of protection for clients' information as provided within the EU, whether or not they are located in a country that offers equivalent legal protection of personal information. By consenting to these Private Sales Terms and Conditions, you agree to such disclosure.

12.6. The identity of a Seller will be kept confidential and will not be disclosed by us to any Buyer or any other person. The identity of a Buyer will be kept confidential and will not be disclosed by us to any Seller or any other person provided that, if the Buyer fails to pay the Purchase Price in accordance with these Private Sales Terms and Conditions, we may, at our option, reveal the Buyer’s identity to the Seller.

13. NON-CIRCUMVENTION

13.1. Users shall not enter into negotiations with, instruct, accept any business with, or complete any transaction with, any User with regard to the Property other than as envisaged by these Private Sales Terms and Conditions, and shall not take any steps, directly or indirectly, which are designed to circumvent, or which do circumvent, these Private Sales Terms and Conditions.

13.2. In the event a User sells any Property to a User outside the Artwide Platform in breach of these Private Sales Terms and Conditions, Artwide's Commission as set out in clause 7 will be due and payable in full to Artwide by the Seller.

14. ANTI-CORRUPTION

14.1. Each User covenants that he shall at all times comply with all applicable anti-bribery and anti-corruption laws and regulations and codes of practice in the relevant jurisdiction when using and transacting on the Artwide Platform, and shall not offer, solicit or accept any gift, loan, fee, reward or commission consisting of money or of any valuable property of any description, any office, employment or contract, or any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part, to or from another User or Artwide or any of its directors, employees, officers or representatives with a view towards gaining any advantage in connection with the sale or purchase of Property through the Artwide Platform or otherwise.

15. ANTI-FACILITATION OF TAX EVASION

15.1. In using and transacting on the Artwide Platform, each User shall not engage in any activity, practice or conduct which would constitute a tax evasion offence in relation to taxes and/or duties payable (if any) arising out of the sale or purchase of any Property.

16. GENERAL TERMS

16.1. Without limiting other remedies available to Artwide, Artwide reserves the right to limit, suspend or terminate your User account, restrict or prohibit your access to the Artwide Platform, remove your Property listed on the Artwide Platform or other content posted by you if Artwide considers at its sole discretion that you are in breach of any of the terms of these Private Sales Terms and Conditions.

16.2. Artwide may terminate, change, suspend, add to or discontinue any aspect of the Artwide Platform at any time, in its sole discretion, and without liability to any user.

16.3. These Private Sales Terms and Conditions represent the entire understanding between Artwide and you with regard to its subject matters and supersedes any and all other and prior agreements between Artwide and you in relation to such matters.

16.4. You may not assign, transfer, charge or deal with these Private Sales Terms and Conditions or all or any part of the benefit of, or the rights and benefits under these Private Sales Terms and Conditions, except with the prior written consent of Artwide.

16.5. If any provision of these Private Sales Terms and Conditions is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable in the relevant jurisdiction but shall continue to apply without any modification in all other relevant jurisdictions.

16.6. A person who is not party to these Private Sales Terms and Conditions cannot enforce or enjoy the benefit of any term of this Agreement under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong).

16.7. These Private Sales Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matters (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong.

16.8. Each Party agrees to irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong over any claim or matter arising out of or in connection with Private Sales Terms and Conditions (including non-contractual disputes or claims).

APPENDIX 1

TERMS FOR PAYMENT BY BUYERS IN CRYPTOCURRENCY

This appendix shall apply when we have agreed to accept full or partial payment of the Purchase Price and any additional costs, either in cryptocurrency, fiat Currency, or a combination of both, and have confirmed the acceptance to the Buyer in writing.

1. TYPE OF CRYPTOCURRENCY

1.1. Except in the event you are a resident of Mainland China, you, the Buyer, may make payment of the Purchase Price and any additional costs Tether (USDT) (or other cryptocurrencies accepted by us, at the cost and expense of the Buyer) via a digital wallet transfer to us if we have stipulated that payment may be made in cryptocurrency for a Lot, provided always that the Purchase Price and any other sums which together constitute the full amount of the Purchase Price shall be payable only in US Dollar or Euro or other fiat currencies of the sale accepted by us.

1.2. We reserve the right to specify that we will only accept a particular cryptocurrency or cryptocurrencies, in addition to, or in the alternative, to USDT, for an individual Property at our sole discretion.

1.3. If you offer to pay in a cryptocurrency not specified by us as acceptable to us for an individual Property, we may refuse to permit your participation in the sale. Further, we reserve the right, in our sole discretion, to cancel the contract for sale between you and the Seller.

2. DIGITAL WALLET(S)

2.1. You must send payment of the Purchase Price and any additional costs directly to us from a digital wallet maintained with one of the following digital wallet providers: Coinbase Custody Trust; Coinbase, Inc.; Coinbase Singapore Pte Ltd; Fidelity Digital Assets Services, LLC; Gemini Trust Company, LLC; Gemini Europe Limited; Gemini Europe Services Limited; Gemini Digital Payments Pte Ltd; Paxos Trust Company, LLC; Paxos Global Pte Ltd; Digivault Limited; Ziglu Limited; Archax Ltd.; Solidi Ltd.; Independent Reserve SG Pte Ltd; or such other digital wallet producers as may be specified by us from time to time.

2.2. We reserve the right to amend this list at our sole discretion and specify which further or alternative digital wallet providers your digital wallet must be maintained by.

2.3. Only cryptocurrency payments sent from digital wallets hosted by the providers specified by us will be credited towards the purchase of a Property. We will not recognise payments from digital wallets hosted by other providers, or from self-hosted digital wallets.

2.4. If you do not have such a digital wallet maintained by a provider specified by us, we may refuse to permit your participation in the sale. Further, we reserve the right, in our sole discretion, to cancel the contract for sale between you and the Seller.

2.5. You must be the owner of the digital wallet, or, if you registered a bid as a company, then the company must be the owner.

• You agree, upon our request, to provide documentation confirming that the cryptocurrency payment was made from a digital wallet owned by you and maintained by one of the providers listed above.
• For the avoidance of doubt, “ownership” of a digital wallet means either you hold or have held on your behalf, or the company on whose behalf you are bidding holds, or has held on its behalf, the private keys associated with that digital wallet or that the provider of the digital wallet recognises you, or the company on whose behalf you are bidding, as owning the cryptocurrency associated with that digital wallet.

2.6. Partial payments of a single Property from multiple digital wallets will not be allowed. If you purchase multiple lots, you may purchase one Property with payment from one digital wallet and another Property with payment from a different digital wallet, but this must be accomplished through two separate transactions paying the Purchase Price and any additional costs in full.

3. TIME FOR PAYMENT

Payment of the Purchase Price or any additional costs, if made in cryptocurrency, must be made in full upon receipt of the invoice for the respective Property, and no later than the specified time indicated on the invoice. Alternatively, payment of the Purchase Price or any additional costs, which together constitute the full amount of the Purchase Price shall be made to us in accordance with clause 8.2.

4. CURRENCY CONVERSION

4.1. Where we determine that payment for the Purchase Price and any additional costs are to be made in cryptocurrency, our invoice to you will specify (i) the Purchase Price in the fiat currency of the sale (i.e., US dollar, Hong Kong dollar…), and (ii) any additional costs in Tether or other accepted cryptocurrencies, including any associated exchange fees (cryptocurrency to fiat) charged by our gateway partners.

4.2. The respective cryptocurrency amount(s) will be calculated by us based on the following:

• For Tether (if accepted): the USD/USDT hourly quoted CoinDesk Tether Price Index at the start time of the auction. The USD/USDT rate will then be converted into HKD/USDT using the HKD/USD exchange rate provided by our bank on the same day as the USDT/USD is quoted.
• For Ether (if accepted): the USD/ETH hourly quoted CoinDesk Ether Price Index (ETX) at the start time of the auction. The USD/ETH rate will then be converted into HKD/ETH using the HKD/USD exchange rate provided by our bank on the same day as the ETH/USD is quoted; or
• For Bitcoin (if accepted): the USD/BTC hourly quoted CoinDesk Bitcoin Price Index (XBX) at the start time of the auction. The USD/BTC rate will then be converted into HKD/BTC using the HKD/USD exchange rate provided by our bank on the same day as the BTC/USD is quoted,

or equivalent rates applicable to other cryptocurrency where we specify acceptance of this additional or alternative cryptocurrency, as determined by us at the time the invoice is issued and will be disclosed in the invoice.

Our certificate as to such rate(s) will be conclusive and final.

4.3. You understand that the price of cryptocurrencies can be volatile and subject to upward and downward movements. You undertake to pay the specified fiat currency amount or cryptocurrency amount set out in the invoice, regardless of whether the fiat currency to cryptocurrency or other conversion rate differs at the time of your payment to the rate used to calculate the cryptocurrency amount set out in the invoice.

4.4. You understand that if you fail to make full payment upon receipt of our invoice and by the specified time indicated on the invoice, in accordance with these Conditions, we will only accept payment for the Purchase Price and any additional costs in the specified fiat currency of the sale, as per Clause 8.

4.5. Partial payment in cryptocurrency, alongside fiat currency or another cryptocurrency, is discouraged and should be discussed with us prior to the issuance of any invoice.

5. SANCTIONS, ANTI-MONEY LAUNDERING (“AML”) AND COUNTER-TERRORIST FINANCING (“CTF”) MEASURES

5.1. We are committed to the fight against money laundering and terrorist financing and to compliance with relevant sanctions laws. To this end, you undertake to comply with our request(s) for Know-Your-Client (“KYC”), source of funds, and other information and documentation fully, accurately, and promptly. We may require such information or documentation from you at our sole discretion in order for us to comply with our Sanctions, AML and CTF policies and our obligations under domestic and international law.

5.2. If, in our absolute discretion, you do not satisfy our bidder identification and registration procedures, inclusive of, but not limited to (i) you being obstructive or misleading in response to our requests for KYC, source of funds or other information and/or documentation; (ii) you failing to provide KYC, source of funds or other documentation requested by us at all or to the standard we require, to be determined at our sole discretion; and (iii) passing any sanctions or AML and/or CTF checks to our satisfaction, we may refuse to register you to bid, and if you make a successful bid, we may cancel the contract for sale between you and the seller.

5.3. You warrant that if you make payment in cryptocurrency to us from a digital wallet, the source of funds for the digital wallet is not attributable, either directly or indirectly, to:

• a citizen or resident of, or located in, Iran, North Korea, Syria, Cuba or the Crimea region of Russia or any other geographic area that is the target of comprehensive sanctions or embargoes imposed by the European Union, the United Kingdom, the United Nations or the United States;
• an individual, or an individual employed by or associated with an entity, identified on any international embargo or sanction,

and you accept that we, in our absolute discretion, can make such enquiry as we require to satisfy ourselves of the source of funds related to the transaction.

6. ANCILLARY

Please contact our Client Services (support@artwide.com) for any questions relating to payments.