Welcome to GrandGallery
1.0 INTRODUCTION
1.1 GrandGallery (HK) Limited is a company incorporated in Hong Kong with its registered office address at Unit 608, 6/F, Fotan Industrial Centre, 26-28 Au Pui Wan Street, Fotan, NT, HK (the “Company”).
1.2 The Company owns, administers and operates the website, www.grandgallery.art (our “Website”), and the following services, available on our Website:
(a) sale and purchase of any collectible and other products on the Website (each a “Collectible”) available to a User (as defined below) and its corresponding non-fungible unique cryptographic token that exists on a blockchain (“DOT(s)”) to be minted by the Company which DOT, when minted, will exist on a blockchain (viz. Binance Smart Chain), each with a unique identification code and metadata and each also representing legal and beneficial title to the relevant Collectible to which each DOT is pegged to (each such DOT and the underlying Collectible to which the DOT when minted is pegged to hereinafter collectively, a “Fusion DOT”);
(b) minting Fusion DOTs; and
(c) hosting of Fusion DOTs on the User’s Account (as defined below) to allow Users to store their purchased Fusion DOTs on the Account (collectively, the “Services”);
and these Terms of Service (“Terms”) govern your rights and obligations regarding access to and use of our Website and Services. It is therefore recommended that you carefully read these Terms.
1.3 In all cases, separate written agreements (with specific terms and conditions) will apply to your future dealings with and/or transactions you may enter into with the Company as a result of this Website or apart from this Website and/or your use of certain areas, Services or features of or described in our Website, and the terms and conditions of such other agreements will govern your relationship with the Company on each such transaction and take precedence over these Terms. Such additional terms may be posted on our Website or otherwise made available to you in connection with such dealings, transactions, and use of such areas, services or features. By way of example, if you choose to purchase products or services from or through the Company, such purchase will be governed by a separate agreement with applicable terms of sale.
2.0 ACCEPTANCE OF TERMS
2.1 By using and accessing our Website and any of the Services, you accept without limitation or qualification these Terms, and your acceptance of these Terms concludes a legally binding agreement with us as to the subject matter hereto.
2.2 In these Terms, references to “GrandGallery ”, “we”, "our" or "us" refer to the Company. References to “User”, “you”, “buyer” or “seller” or their variations refer to any person (including a corporate entity) who wishes to gain or who gains access to our Website.
2.3 Words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include every gender and references to persons shall include an individual, company, corporation, firm or partnership. The Company shall have final authority to interpret this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Parties in respect of any questions arising under this Agreement. The words ‘include’ and ‘including’ shall be deemed to be qualified by a reference to ‘without limitation’.
2.4 If you do not agree to the current version of these Terms, your sole and exclusive remedy is to refrain from accessing or otherwise using the Website and any of the Services.
3.0 USE OF OUR WEBSITE
3.1 You shall use our Website and the Services in accordance with these Terms and shall not:
(a) upload any content that violates or infringes another party’s rights of publicity, privacy, copyright, trademark or any other intellectual property right;
(b) use or attempt to use another User’s Account without authorisation from such User and the Company;
(c) provide false or misleading information to the Company, including posing as another User and/or person;
(d) place misleading bids or offers (if available);(e) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, interfere with, or disrupt the integrity or the performance of our Website;
(f) make any modification, adaptation, improvement, enhancement, translation or derivative work from our Website;
(g) violate any applicable laws, rules or regulations in connection with your access or use of our Website and any of the Services;
(h) use our Website in violation of or to circumvent any sanctions or embargo applicable to you or to any third party or for any illegal purpose or carry out any illegal activities, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of our Website and any of the Services;
(i) remove, alter or obscure any proprietary notice (including any notice of copyright and trademark) of the Company or its affiliates, partners, suppliers or licensors;
(j) use our Website for any purpose for which it is not designed or intended;
(k) use our Website in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying our Website, or that could damage, disable, overburden or impair the functioning of our Website in any manner including circumventing any content-filtering techniques we employ, or attempting to access any feature or area of our Website that you are not authorized to access;
(l) use our Website and any of the Services to create or promote a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for our Website offered by the Company;
(m) engage in behaviours that have the intention or the effect of artificially increasing view counts, favourites, volume, or other metrics that our Website might use to sort search results;
(n) use any proprietary information or interfaces of the Company or any other intellectual property of the Company in the design, development, manufacture, licensing or distribution of any application, accessories or devices for use with our Website;
(o) use our Website and any of the Services to send, post, or otherwise communicate any content which is offensive, indecent, threatening, abusive, insulting, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, profane, invasive of another person’s privacy, or racially, ethnically or otherwise objectionable;
(p) upload to, or transmit through our Website any data, file, software or link that contains or redirects to a virus, Trojan horse, worm or other harmful components;
(q) use any scraper, robot, bot, spider, crawler, script, browser extension, offline reader or any other automated device or means not authorised by us to access our Website to access, acquire, copy or monitor any portion of our Website, or any data or content found or access through our Website;
(r) collect any information in respect of other Users without their express consent;
(s) commit any act to avoid paying any applicable fees and/or charges;
(t) attempt to and/or engage in any activity or act that is intended to abuse, abuses or inappropriately manipulates any promotion, campaign and/or discount codes offered through our Website. Such act and activities include, but are not limited to, creating fake or duplicate accounts; generating fake orders;
(u) use our Website and any of the Services for any purpose which is or may be illegal or contrary to any written laws of Hong Kong and/or any other jurisdiction, including but not limited to financing terrorism, money laundering or disposing of counterfeit, illegally obtained items (including looted during wars or stolen items) or other illicit items;
(v) you understand and agree that we may engage any third party service provider or subcontractor to perform any or all of the Services provided hereunder. You agree and undertake that the Company shall not be liable for any delay, loss or damage of any kind incurred from any Services provided by any third party service provider or subcontractor engaged by the Company. All claims in connection with the act of any third party service provider or subcontractor shall be brought solely and directly against such party and/or its agents and you undertake to compensate the Company of all costs of, occasioned or incidental to such proceedings on full indemnity basis. The Company’s sole liability in relation to the Services provided by any third party service provider or subcontractor shall be limited to the use of reasonable care in the selection of such party; and
(w) authorize or encourage or facilitate anyone to do any of the foregoing.
3.2 You are responsible for making all arrangements necessary for you to have access to our Website. You are also responsible for ensuring that all persons accessing our Website through your Internet connection are aware of these Terms and that they comply with them.
3.3 Our Website and the Services may not be used in any way that is not expressly permitted by these Terms.
4.0 OUR INTELLECTUAL PROPERTY RIGHTS
4.1 Unless otherwise indicated by us, and except to the extent of the User, our Website, all content, and other materials contained therein, including, without limitation, the GrandGallery logo, trademarks, and all designs, text graphics, pictures, information, data, software, and files relating to our Website, descriptions and photographs of Collectibles and articles, as well as rights, title and interest in and to the our Website are the proprietary property of the Company or our affiliates, licensors, as applicable.
4.2 The GrandGallery logo and any product or service names, logos, or slogans that may appear on our Websiteor elsewhere are the proprietary property of the Company and may not be copied, imitated or used, in whole or in part, without our prior written permission.
4.3 Unless otherwise stated, you may not use any content on our Website without our express written permission. You may print off one copy of any page(s) from our Website for your personal reference and you may draw the attention of others within your organisationto material posted but you may not reproduce or permit anyone else to reproduce such material without our prior written consent. Our status as the authors of material on this Website must always be acknowledged.
5.0 ACCOUNT
5.1 If you wish to participate in the purchase and/or sale of a Fusion DOT or use any of the Services on the Website, you will need to register for an account on the Website and in registering an account with us to use the Website to carry out any transactions with us (“Account”), you warrant that:
(a) you are above 21 years of age;
(b) you are using your actual identity;
(c) you will not use the Website if any applicable laws in your country prohibit you from doing so in accordance with these Terms;
(d) the personal data that you have provided to us are true, accurate, complete, and current;
(e) you are opening the Account to use the Website on your own behalf as principal and not as an agent for a third party; and
(f) you will maintain and promptly update your personal particulars and ensure that such information is kept true, accurate, complete, and current.
5.2 Minors (users below the age of 21 years) are not eligible to use the Website or provide any personal data on the Website unsupervised. If you are below 21 years of age, you may use the Website and/or provide any personal data on the Website only after you have obtained consent from your parent(s)/legal guardian(s).
5.3 In the event that we have given you (or where you have chosen) a password which enables you to gain access to any part of the Website, you acknowledge that you are solely responsible for maintaining the confidentiality of your password, and all activities occurring under your Account.
5.4 You agree to notify us of any breach of security of your password.
5.5 We reserve the right to suspend or terminate any Account that has actually or allegedly infringed upon any person’s intellectual property rights, and your use of the Website does not grant to you any right, title or interest in any element thereof, and the Company (or our applicable licensors, partners, or affiliates) owns and retains all right, title and interest (including all intellectual property and proprietary rights) therein and thereto.
5.6 We reserve the right, without notice and in our sole discretion, to terminate or suspend your access to or use of the Website and/or close your Account, at any time for any reason but in particular, if we suspect in our sole discretion that (i) your Account is being used for illegal activity; (ii) you have concealed or provided false information; (iii) you have engaged in fraudulent activity; and/or (iv) you have engaged in activity in violation of these Terms and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
5.7 We will not be liable for any loss or damage arising from your failure to comply with this Clause 5.
6.0 ESTABLISHING YOUR IDENTITY
6.1 The Company shall in relation to the Website and making the Services available on the Website, comply with all applicable laws, regulations, notices and guidelines issued by the relevant government and regulatory authority.
6.2 Pursuant to such applicable laws, regulations, notices and guidelines, the User may be required to provide via the Website to the Company such data to allow the Company to establish and verify the User’s identity (together with, in the case of a corporate account, the full name and particulars of the corporate entity, the identity of the beneficial owners, directors or individuals with executive authority, and individuals authorised to operate the account) if necessary, both at the time of opening the Account, at periodic intervals after opening the Account, and on an ongoing basis.
6.3 You hereby acknowledge that the Company may collect such data on request, and use such data provided for the purposes of establishing your identity and implementing an ongoing monitoring program to ensure the adherence of the Company and the Account to the applicable laws, regulations, notices and guidelines, together with sharing such data internally with its affiliates and with third party outsourcees (both in Hong Kong SAR and overseas), as well as in relation to transfers and reporting of such data and your transactions to the MAS, and such other government or regulatory authority as the Company may deem appropriate or as may be required under any applicable laws, regulations, notices and guidelines.
6.4 You agree that you will cooperate in relation to any anti-money laundering and countering terrorism financing screening that is required and to assist the Company in complying with any applicable laws, regulations, notices and guidelines in place. Further you agree that you are not a Politically Exposed Person as such term is defined under MAS Notice PSN01 / PSN01A / PSN03, and in the event that you become such Politically Exposed Person you agree to inform the Company immediately.
6.5 The Company may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. In such cases, the Company in its sole discretion, may pause or cancel your Account until such additional information and documents are reviewed by the Company and accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, the Company may suspend or terminate your Account pursuant to Clause 12 below.
7.0 TERMS OF SALE
7.1 By placing an order to purchase a Fusion DOT through the Website (“Order”), you agree that you are submitting a binding offer to purchase the Fusion DOT. Your Order is accepted and confirmed once purchase is complete, you hereby expressly agree that the supply of the Fusion DOT begins immediately after the confirmation page on the Website is displayed. No refunds or returns are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law (if any).
7.2 With purchasing a Fusion DOT on the Website, the buyer is granted the full license to re-sell the Fusion DOT the buyer has purchased. In other words, the buyer has a licence or permission to re-sell the Fusion DOT on the Website.
8.0 PAYMENT
8.1 You may pay for the Fusion DOT using any of the payment methods prescribed by the Website from time to time. When you place an order, actual payment will be only charged upon the seller’s acceptance of your Order and formation of a contract between the buyer and seller. You acknowledge that the Website is entitled to collect payments from you on behalf of any third party.
8.2 The payment methods may be subject to additional terms as prescribed by the Company or any third party from time to time.
8.3 You agree that you are subject to the applicable user agreement of your payment method. You may not claim against the seller or any of its agents (which may include the Company), for any failure, disruption or error in connection with your chosen payment method. The Company reserves the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
8.4 If the buyer fails to make any payment pursuant to the terms and conditions of the payment method elected or payment is cancelled for any reason whatsoever, then without prejudice to any other right or remedy available to seller, the Company shall be entitled to cancel or suspend delivery of the Fusion DOT until payment is made in full.
9.0 REFUND OF PAYMENT
9.1 All refunds shall be made via the original payment mechanism and to the User who made the original payment, provided that such refund is processed within 60 days from the time payment was successfully completed.
9.2 We offer no guarantee of any nature for the timeliness of the refunds reaching your Account. The processing of payment may take time and it is subject to the respective banks and/or payment provider internal processing timeline.
9.3 All costs associated with the refund process imposed by the processing bank and/or payment provider shall be borne by the User.
9.4 All refunds are conditional upon our acceptance of a valid return of the Fusion DOT.
9.5 We reserve the right to modify the mechanism of processing refunds at any time without notice.
10.0 FEES
10.1 By buying or selling a Fusion DOT by way of a fixed price sale and/or auction (whichever applicable) on the Website, you agree to pay all applicable fees at the time of your purchase and you authorise the Website to automatically deduct fees directly and/or add fees to your payments and/or sale where applicable. The transaction fee deducted from the sales price on a resale of an item through the Website is 8% or as otherwise set.
11.0 DISCLAIMER
11.1 Our Website or any other products or Services are provided on an “as is” and “as available” basis and may contain inadvertent inaccuracies or typographical errors. We will not be liable for any such inaccuracies or typographical errors.
11.2 Any information, commentary and other materials posted on our Website are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed by any visitor to the Website or anyone who may be informed of any of its contents.
11.3 We do not make any express or implied warranties or representations in relation to our Website (including, without limitation, warranties, non-infringement or any implied warranties), and the same are hereby excluded. Your use of our Website and any of the Services is wholly at your own risk and we do not accept any liability for faults which may lead to temporary unavailability of our Website, whether this is within our reasonable control or not. We disclaim all warranties of any kind, whether express or implied in relation to your use of our Website and in particular, the following are expressly disclaimed that:
(a) our Website will be uninterrupted, timely, secure and error-free;
(b) any results and/or information that may be obtained from the use of our Website will be accurate or reliable;
(c) the quality of our Website will meet your expectations;
(d) the attributes, functionalities or features of our Website meet your requirements;
(e) the information available on our Website are accurate, correct, useful, adequate, reliable or complete; and
(f) that your use of this Website will yield or result in a favourable or any particular outcome.
11.4 We reserve the right at any time and from time to time to modify these Terms, or to modify and discontinue, temporarily or permanently, our Website in its entirety or any part thereof with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of our Website.
11.5 To the fullest extent permitted by any applicable law, in no event will the Company be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from these Terms, the site, products or third party sites and products, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if the Company has been advised of the possibility of such damages. Access to, and use of our Website, products or third-party sites and products are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. The foregoing limitations of liability shall not apply to liability of the Company for personal injury caused by the Company negligence or any injury caused by the Company for fraud or fraudulent misrepresentation.
11.6 By making available information and data onpursuant on our Website, we are not giving or purporting to give or representing or holding themselves out as giving financial, investment, tax, legal and other professional advice. You shall always seek the relevant professional advice before otherwise making any such decisions.
11.7 Under no circumstances shall the Company be liable to any User or any third party on account of that User’s use of our Website. In no event shall the Company be liable to you or any such third party for any direct, indirect, punitive, exemplary, incidental, special or consequential damages or any damages whatsoever, including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of our Website, the delay or inability to use our Website, the provision of or failure to provide our Website, any of the Services or Fusion DOT or for any information, software, products, Services and related graphics obtained through our Website, or otherwise arising out of the use of our Website, whether based on contract, tort, strict liability or otherwise, even if the Company has been advised of the possibility of damages.
11.8 The Website may contain links, connections or information derived from third-party websites (“Third-Party Websites”). For the purposes of this clause, “Third-Party Websites” includes all websites, mobile websites, mobile and web applications, and services owned, operated or provided by any third party, including any such website, application or service operated or provided by a third party. Examples of such Third-Party Websites include, but are not limited to, Yahoo Finance and the stock and share ticker provided therein and examples of such information derived from Third-Party Websites include, but are not limited to, the share price information on the price of shares in Cosmos Group Holding Inc (COSG). The inclusion in the Website of any link or any information derived from a Third-Party Website does not constitute an endorsement or sponsorship by the Company of such Third-Party Website, or of the information, content, products, services, advertising, code or other materials presented on or through such Third-Party Website nor does the Company represent or warrant the accuracy, completeness or fitness for any purpose of such information, content, description of products, services, advertising, code or other materials derived from such Third-Party Websites. Specifically, the stock and share ticker information from Third-Party Websites on the price of shares in Cosmos Group Holding Inc (COSG) should not be relied on or used by you to make investment decisions on the purchase or sale of the shares in Cosmos Group Holding Inc (COSG). Any reliance on the contents of a Third-Party Website is done wholly at your own risk. When you access or rely on any information derived from such Third-Party Websites, you acknowledge and agree that (a) these other websites and services are not under our control and we have no responsibility for the information, content, products, services, advertising, code or other materials provided by or through any Third-Party Website, (b) there are risks in accessing these Third-Party Websites, and you assume all responsibilities and consequences resulting from such risks, and under no circumstances will we be responsible for any consequences resulting from such risks or for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites, and (c) additional or different Terms of Use may apply when you are accessing and using such Third-Party Websites. By using the Website, you release and hold the Company harmless from any and all liability arising from your use of any such Third-Party Website or your reliance on any information, content, goods or services provided by the relevant third party. If there is a dispute between you and any third party, we are under no obligation to become involved. You should direct any concerns to the relevant third party.
12.0 SUSPENSION OR TERMINATION OF THE ACCOUNT AND USE OF OUR WEBSITE
12.1 You may terminate your Account and your use of our Website at any time. You are not obligated to advise the Company of such termination. Likewise, we reserve the right, without notice and in our sole discretion, to terminate your Account and right to access or use our Website and the Services at any time and for any or no reason.
12.2 The Company retains the right to block your access to your Account and our Website and terminate your Account and use of our Website, at any time and for any reason the Company deems appropriate, at its sole and absolute discretion, including but not limited to the Company being of the view (at its sole and absolute discretion) that any undertaking or warranty you have made or are deemed to have made to us have been breached (in the case of an undertaking) or is untrue (in the case of a warranty). The Company may block your access to your Account and our Website as aforesaid without being obliged to notify you of the same.
13.0 ASSUMPTION OF RISK
13.1 You accept and acknowledge:
(a) The prices of digital assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the Fusion DOTs, which may also be subject to significant price volatility. We cannot guarantee that any buyers of Fusion DOTs will not lose money.
(b) You are solely responsible for determining what, if any, taxes apply to your Fusion DOTs transactions. The Company is not responsible for determining the taxes that apply to Fusion DOTs transactions.
(c) Fusion DOTs exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of Fusion DOTs occurs within the supporting blockchain and not on the Website.
(d) There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within the Account. You accept and acknowledge that the Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Website, however caused.
(e) A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of Fusion DOTs.
(f) The regulatory regime governing blockchain technologies, cryptocurrencies, and digital tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Website.
(g) The Website will rely on third party platforms such as MasterCard, Visa or MetaMask to perform the transactions for the purchase and sale of a Fusion DOT on the Website. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favour or is unavailable for a prolonged period of time, access to and use of the Website will suffer.
(h) There are inherent risks associated with purchasing digital assets, including but not limited to, the risk of purchasing counterfeit assets, mislabelled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. The Company reserves the right to hide collections, contracts, and assets affected by any of these issues or by other issues. Fusion DOTs you purchase may become inaccessible on the Website. Under no circumstances shall the inability to view your Fusion DOTs in your Account on the Website serve as grounds for a claim against the Company.
14.0 INDEMNITY
14.1 You will indemnify and hold harmless the Company, its parent company (if any), subsidiaries, affiliates, partners, suppliers, licensors, shareholders, officers, past, present and future employees, officers, directors, independent contractors and agents and all successors and/or assigns (“GrandGallery Indemnified Parties”) from and against any and all actions, claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”) proceedings by any third party or governmental authority taken against GrandGallery Indemnified Parties sustained or suffered by GrandGallery Indemnified Parties resulting or arising from: (a) your access to and use of our Website and any of the Services; (b) any information or content you submit to us or place on our Website; (c) your breach of these Terms; (d) your breach of any statutory requirement, duty or law; (e) your violation of any rights of another User; or (f) your use or misuse of our Website.
15.0 AMENDMENT AND VARIATION
15.1 These Terms may from time to time be updated or amended. We will post any such updates on our Website. Such updated Terms as posted will take effect immediately unless otherwise indicated. You should regularly check the Website to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of our Websitewithout prior notice. By continuing to use our Websiteafter any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of our updated Website. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using our Website immediately.
16.0 MISCELLANEOUS
16.1 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and the Company by these Terms.
16.2 Except as provided herein, any failure by the Company to exercise a right or require performance of an obligation in these Terms shall not affect the Company’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach of these Terms constitute a waiver of any subsequent breach.
17.0 SEVERABILITY
17.1 If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms. All remaining provisions of these Terms shall remain in full force and effect.
18.0 ENTIRE AGREEMENT
18.1 These Terms constitute the entire agreement between the Company and its Users regarding its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied) save that the separate terms and conditions in written agreements for any further dealings with the Company will take precedence over these Terms. Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.
18.2 These Terms are concluded in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.
19.0 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
19.1 A User or person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of these Terms but this does not affect any right or remedy of a third party specified in these Terms or which exists or is available apart from that act.
20.0 DATA PROTECTION AND PRIVACY
20.1 When you utilise our Website, you consent for us to collect, use, disclose and share amongst ourselves any data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which we have or are likely to have access, including data in our records as may be updated from time to time (“Personal Data”) by lawful and reasonable means and disclose your Personal Data to our authorised service providers and relevant third parties which may be sited locally or outside of Hong Kong SAR when necessary. If you provide us with any Personal Data relating to a third party, you represent to us that you are authorized to act on that individual’s behalf and that individual accepts that his Personal Data will be subject to these Terms and our privacy policy. You must ensure that all Personal Data submitted to us, including those relating to third parties is complete, accurate and up to date.
20.2 You hereby consent to the collection and use of the Personal Data by the Company for any of the following purposes (“Purposes”):
(a) performing obligations in the course of or in connection with the use of our Website;
(b) managing your relationship with us;
(c) processing payment or credit transactions;
(d) marketing and promoting the Website and its Services;
(e) responding to, handling, and processing enquiries, requests, complaints, and feedback;
(f) for audit, accounting, administration, risk management and record keeping purposes;
(g) responding to requests for information from government or public agencies, ministries, statutory boards or other similar authorities or non-government agencies authorised to carry out specific Government or regulatory services or duties;
(h) meeting or complying with any applicable rules, laws, regulations, codes of practice or guidelines issued by any legal or regulatory bodies (including but not limited to responding to regulatory complaints, disclosing to regulatory bodies and conducting audit checks, due diligence and investigations);
(i) any other incidental business purposes related to or in connection with the above; and
(j) any other specific purposes which we may inform you of in writing from time to time, but for which we will seek your separate consent.
20.3 We will only share your Personal Data in order to facilitate and administer your use of your Account and our Website and any of the Services or otherwise if required by law. We will manage and protect your Personal Data in accordance with all applicable data protection laws of Hong Kong SAR.
20.4 You may withdraw your consent to the aforesaid use at any time subject to giving us reasonable notice. Upon receipt of such notice from you, we will cease to collect, use or disclose your Personal Data unless such collection, use or disclosure without your consent is required or permitted under applicable laws. We will also correspondingly inform any agent/brokers to whom your Personal Data may have been submitted to cease further use of your Personal Data and to delete the Personal Data, unless such use or retention is required under applicable laws. You further acknowledge and agree that any withdrawal of consent by you will adversely affect your access to our Website any of the Services and the Company will not be liable for any consequences arising directly or indirectly from such withdrawal.
20.5 We reserve the right at any time to satisfy our internal requirement as to your Personal Data (for example, by requesting relevant original documents) including for the purposes of preventing fraud, anti-money laundering and countering the financing of terrorists.
20.6 We will use all reasonable efforts to protect your Personal Data, adhering to strict computer security standards. We have put in place, privacy protection control systems designed to ensure that your Personal Data remain safe, secure and private. However, you should be aware that the use of the Internet is not entirely secure and for this reason we cannot guarantee the security or integrity of any Personal Data which is transferred from you or to you via the Internet.
20.7 We will only retain your Personal Data for as long as necessary to fulfil the Purpose(s) outlined above, or to comply with legal, regulatory and internal requirements.
20.8 You have the right to access your Personal Data. If you would like to request access to your Personal Data, please contact us at info@GrandGallery.art. Please note that depending on the information requested we may charge a small fee. We may also take steps to verify your identity before fulfilling your request for access to your Personal Data. However, in exceptional circumstances, we reserve the right to deny you access to your Personal Data and may provide an explanation as required or unless permissible by applicable laws.
21.0 GOVERNING LAWS AND DISPUTE RESOLUTION
21.1 Note that as we are a Hong Kong registered company, these Terms have been drafted solely in accordance with the laws of Hong Kong SAR and accordingly, all disputes, claims and legal issues arising from or related to the use of our Website or of any of the Services and shall be construed in accordance and determined by the laws of Hong Kong SAR applicable to contracts entered into and performed within Hong Kong SAR without respect to its conflict of laws principles.
21.2 By using our Website, you agree that the exclusive forum for any claims or causes of action arising out of your use of our Website shall be HKIAC Court of Arbitration (subject to further terms in Section XII below) and you hereby irrevocably waive, to the fullest extent permitted by law, any objection which you may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Class-action lawsuits and class wide arbitrations, private attorney-general actions, request for public injunctions, and any other proceeding or request for relief where someone acts in a representative capacity are not allowed. Nor is combining individual proceedings without the consent of all parties.
21.3 We do not represent or warrant that these Terms complies with the privacy laws of any other jurisdiction and accordingly, you shall not construe these Terms as such.
21.4 We do not represent or warrant that the content of our Website any of the Services are suitable for any particular purpose or audience or that the viewing and downloading of any part of our Website is legal in any region outside Hong Kong SAR. If you have accessed our Website any of the Services from outside Hong Kong SAR, then you are responsible for compliance with the laws of your jurisdiction.
QUESTIONS AND CONTACT INFORMATION
If you need to contact us or have any questions on these Terms, you may contact us as follows:
Email: info@GrandGallery.art
CONSIGNMENT TERMS AND CONDITIONS
This Consignment Agreement, hereinafter referred to as the "Agreement," is entered into between the Consignor and Consignee upon the terms and conditions as set forth in this Agreement.
The Consignor and the Consignee may be referred to individually as "Party" and collectively as the "Parties."
RECITALS:
WHEREAS, the Consignor wishes to sell a certain asset or asset(s) (whether physical or digital in nature), which shall hereinafter be referred to generally as the "Asset" on consignment;
WHEREAS, the Consignee agrees to accept and to post the Asset on behalf of the Consignor, (including displaying or posting the Asset on public or private domains) and making proper payment to the Consignor once the sale of the Asset is complete;
NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration, the Parties do hereby agree as follows:
I. DEFINITIONS:
1. Consignor: each participant, user, member or visitor of www.GrandGallery.Art (the “Website”).
2. Consignee: the owner of www.GrandGallery.Art.
II. TITLE & CONSIGNMENT OF ASSET:
1. The Consignor owns the Asset. Under the terms and conditions of this Agreement, the Consignor grants the right for the Consignee to post, display and sell the Asset on public or private domain at the Consignee’s discretion.
2. Title of the Asset will remain with the Consignor until the Asset is purchased.
3. The Consignor grants this right exclusively.
III. AGREEMENT OF THE PARTIES:
1. By joining, participating, visiting or using the Website, the Consignor agrees to appoint the Consignee to sell the Asset on behalf of the Consignor.
2. The Consignee hereby acknowledges and agrees that it does not have any right, title, or interest in and to the Asset and that the Asset is not intended as a security of any kind.
IV. PAYMENT AND RECORDS:
1. The required payment ("Payment") for the Asset shall be determined by the Consignor. The Payment Price required for the sale of the Asset will be as instructed and confirmed by the Consignor. The determination of the Consignor shall be final and conclusive in the absence of manifest error.
V. LOSS & DAMAGE:
1. The Consignor acknowledges and agrees that the Consignee shall not assume any liability and risk in relation to the storage, consignment, delivery or sale of the Asset.
2. The Consignor shall be responsible to procure or purchase any insurance it deems necessary for the storage, custody, consignment and delivery of the Asset.
VI. COSTS AND EXPENSES:
The Consignor shall bear the cost and any related expenses for the storage, custodian, delivery and transportation of the Asset.
VII. TAXES:
1. The Consignor hereby acknowledges and agrees to bear any applicable tax that maybe charged by relevant authorities.
2. The Consignee may apply withholding tax on the sale of the Asset pursuant to any judicial decision or relevant authorities’ order or competent court order.
VIII. FORTUITOUS EVENT:
The Consignor hereby acknowledges and agrees that the Consignee shall not be held liable in case of a fortuitous event and by which Parties are not at fault, or by acts of God which parties could not have reasonably foreseen or foreseen but could have been avoided.
IX. INDEMNITY:
The Consignor hereby agrees to indemnify and hold harmless the Consignee, their employees and representatives against any and all damages, liability, and loss, as well as legal fees and costs incurred that may arise from any material breach of this Agreement by the Consignor.
X. RELATIONSHIP OF THE PARTIES:
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties and that this Agreement is for the sole and express purpose of the consignment and sale of the Asset.
XI. TERMINATION:
1. This Agreement will continue in perpetuity.
2. In the event that the Asset is not sold within ten years from the date of acceptance by the Consignee (as determined by the Consignee in its sole and absolute discretion), the Consignee has the discretion to dispose of the Asset without obtaining permission or further instruction from the Consignor.
XII. GENERAL PROVISIONS:
1. Governing law: This Agreement shall be governed in all respects by the laws of Hong Kong SAR.
2. Dispute Resolution: Any dispute or difference, whether contractual or non-contractual, arising out of or in connection with this contract, including any question regarding its existence, validity or termination shall first be referred to mediation under the Mediation Rules of The Law Society of Hong Kong. If the mediation is terminated (as defined in the Mediation Rules of The Law Society of Hong Kong), without the dispute or difference having been resolved, within 21 days after such termination, any party may refer the dispute or difference to arbitration for final resolution. Where following mediation in accordance with this Dispute Resolution Clause hereinabove, the parties are unable to reach a mutually satisfactory resolution of the Disputes, except insofar as the parties elect to enforce this Agreement by judicial process or injunction as provided in the preceding Articles hereof, the Disputes must be submitted to be finally resolved by arbitration in Hong Kong SAR in accordance with UNICITRAL Arbitration Rules for the time being in force. The arbitration shall be administered by Hong Kong International Arbitration Centre (“HKIAC”) in accordance with its Practice Note on UNICITRAL cases. Unless otherwise agreed to between the parties in writing, the number of arbitrators shall be one (1), to be nominated by GrandGallery . The language to be used in the arbitral proceedings shall be English. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Judgment on any arbitral award may be given in any court having jurisdiction over the party (or over the assets of the party) against whom such an award is rendered. Any arbitration against GrandGallery or its associates must be commenced by filing a request for arbitration within one (1) year, after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. This one-year limitation period is inclusive of the internal dispute resolution procedure set forth in the preceding paragraph of this section, above. There shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
3. Language: All communications made or notices given pursuant to this Agreement shall be in the English language.
4. Assignment: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.
5. Amendments: This Agreement may only be amended in writing signed by both Parties.
6. No Waiver: No terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
7. Severability: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
8. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understandings, whether written or oral.
9. Headings: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.