1.1 This Terms of the Service agreement is applicable between RADVARK DEVELOPMENT OÜ ("PROM") and their clients, partners, and other users ("You" or "Client") regarding PROM's products and services.
1.2 prom.io, including its website and service platform, are operated by and the property of RADVARK DEVELOPMENT OÜ, a limited liability company incorporated under the laws of the Republic of Estonia with the registration number 16589265.
1.3 The legal address ("Registered Office") of Maakri tn 30, Tallinn, 10145, Estonia.
2.1 The services referred to in clause 1.1 of the Service Agreement (hereinafter referred to as the "Service") primarily include the provision of the environment and opportunity to the Clients to sell and purchase goods and services (hereinafter referred to as "goods") and other services available on the Website.
2.2 In addition to the Service Agreement, relations between the Clients and PROM are governed by the valid legislation of the Republic of Estonia. Standard fees and charges are set out in the Fees section of the Website. Unless otherwise agreed, these form part of this Agreement. PROM will deduct any applicable fees and charges from the Client as they are incurred.
2.3 Any Service Agreement provisions in conflict with the provisions of the law and thus invalid do not generally affect the validity of the other provisions.
2.4 The Website is accessible with common web browsers according to the possibilities created by prom.io. Website and the related service functions and developments are decided solely by PROM.
2.5 The parties agree to attempt initially to solve all claims, disputes, or controversies arising under, out of, or in connection with this Agreement by conducting good faith negotiations. If the parties are unable to settle the matter in-between themselves, the matter shall thereafter be resolved by alternative dispute resolution, starting with mediation and including, if necessary, a final and binding arbitration by Harju County court.
3.1 PROM provides its Clients with the service of a virtual platform that enables registered Clients of the platform to sell or pay in installments their artworks, whereby the Clients using the Website service can browse the offers and buy or pay in installments with the purpose of purchasing goods and use other Website services.
3.2 In case of an item/service sold for a fixed price, the sales contract between the Seller and the Buyer is deemed concluded when the Buyer makes a purchase offer according to the terms and conditions specified in the sales offer. The Buyer will not be able to withdraw his/her bid.
3.3 The sales and other contracts are entered between the Clients themselves, and the Clients are fully responsible for the due performance of the contracts.
3.4 The parties are responsible for the performance of the entered contract in full. The parties shall commence activities for the fulfillment of the contract immediately. The parties shall conclude the contract in full, i.e., fulfill their obligations towards each other: the Buyer shall pay for the item/service and receive it or collect it; the Seller shall send or hand the item/service over to the Buyer.
3.5 The Buyer shall accept the purchased item/service without undue delay pursuant to clause 3 .4 of the Service Agreement. Upon receipt, the Buyer shall immediately inspect the received item(s) and ensure its compliance with the contractual terms and conditions and sales offer description.
3.6 PROM does not participate in sales and other transactions conducted between the Clients on the Website, nor does PROM act as an agent, broker, representative, commission agent, etc., of the Client unless separately agreed otherwise. PROM is not a party to a sale or another contract and shall not accept any commitments in front of the Buyer and the Seller. Among other things, but not only, PROM is not responsible for:
3.6.1 The quality and features of the items sold/purchased via the Website. You understand and agree that PROM displays artworks as they are without editing. However, because individual computer monitors may display colours differently, PROM is not responsible for the colour accuracy of any artworks, digital works, or printed works displayed on the website and disclaims all liability in this regard; 3.6.2 The accuracy and legality of the information published by the Client on the Website; 3.6.3 Inappropriate or unlawful behaviour of the Client.
3.7 The exchange of any notices and information between the Client and PROM takes place in writing in electronic form using the contact details provided in the Service Agreement or on the Website unless provided otherwise. PROM is not responsible for communication interruptions of the Client resulting from the technical failures or technical solutions of the email service provider.
3.8 The Website and intellectual property rights thereof belong to PROM. By providing works/items protected by copyright or other intellectual property rights to the Website, the Client shall grant a non-exclusive royalty-free licence for exercising the existing economic rights concerning these works to PROM, including the right to use the works submitted by the Client in any manner, to authorise and prohibit the use of the work on the Website, reproduce, distribute, translate, make adaptations, add the works to collections or databases and communicate the work to the public. The Client shall ensure and guarantee that the Client, PROM, and other users of the Website are not in breach of copyrights and other intellectual property rights of third persons by using the Website. Failing to do so results in the obligation of the Client to compensate for the resultant damage and other costs.
4.1 The Client shall:
4.1.1 Submit completely correct Personal Data and contact information; 4.1.2 Avoid using the Website for fraud or any other illegal transactions; 4.1.3 Submit only correct information when using the Website, incl. correct information about the items on sale (data describing the actual conditions of the item);
4.2 The Client shall ensure that data entered by the Client, including item description, photos, electronic information, files, programs, emails, and any other information in the course of using the Website:
4.2.1 Are not misleading, inaccurate, and/or wrong;
4.2.2 Do not include offers for the sale of prohibited items;
4.2.3 Do not violate proprietary and non-property rights, including intellectual property rights of third persons; among other things, it is forbidden to offer pirated copies of items, use trademarks, and promote items not related to these trademarks;
4.2.4 Comply with laws and regulations, including legislation governing consumer protection, competition, and export/import of goods and services;
4.2.5 Are not contrary to good morals;
4.2.6 Do not contain malware and other computer programs or files that interrupt, damage, or otherwise interfere with the normal use of the Website and/or may be stored on the Client's computer as a result of using the Website and/or interrupt, damage or otherwise interfere its normal functioning;
4.2.7 Refrain from submitting demands against PROM except in case of demands directly arising from the Service Agreement;
4.3 By performing transactions on the Website, the Client confirms that he or she is:
4.4 The Client shall pay a fee for services provided to him/her according to the PROM Fees regardless of whether the transaction with the item was actually carried out or at what price the Client entered the transaction. If the handling of a claim to PROM reveals that the transaction was not executed due to circumstances arising from the Buyer, the commission fee for the transaction calculated based on the Fees shall be returned to the Seller.
4.5 The Client is responsible for maintaining adequate security and control of every identification number, password, and/or any other code the Client uses to access the Website. If Client has not complied with this obligation and/or could but has not prevented it and/or performed it on purpose or due to own negligence, Client assumes the losses and undertakes to reimburse the losses of other persons incurred as a result of Client's (in)action.
4.6 If Client has a dispute with one or more User(s), Client agrees to release PROM, any Related Entities, and/or its Third-Party Service Providers (including affiliates, and each of respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.
5.1 Considering reasonable circumstances and based on its reasonable assessment, PROM has the right to limit or terminate the right of a Client to use the Website, change the information published on the Website by the Client, close an offer or Client's user account and prevent the Client from re- registering as a new Client:
5.1.1 If the Client is in breach of the Service Agreement or the obligations of the Client resulting from it; 5.1.2 If the Client has submitted false, misleading, or inaccurate information when registering as a Website user or during using the Website; 5.1.3 If the Client knowingly and intentionally spreads false information on the PROM website, insults other persons in any way, or behaves in an undignified manner; 5.1.4 Where it is necessary for compliance with a legal obligation that PROM is subject to.
5.2 PROM has the right to monitor activities on its Website at any time, including monitoring the activities of Website users. PROM may investigate all alleged breaches of the Service Agreement and use any legitimate means for this purpose.
5.3 PROM has the right to remove Client offers and consents and entered data from the Website at any time if these are contrary to the Service Agreement, good morals, valid legislation, or other terms and conditions stated in clause 2. 2.
5.4 With the purpose of improving usage of the Website, PROM has the right to re-arrange data within the Website without altering the content of Client offers.
5.5 The Client has the right to protest the decision of PROM stated in clause 5 .1 by submitting a respective email to [email protected]. PROM shall review the protest and leave the decision in force, amend it or cancel it.
5.6 PROM has the right to charge the Client for using the service according to the Fees. If requested by the Client, PROM will also present the invoice by email.
6.1 This Service Agreement may be subject to periodical amendments. The proposed amendment will come into effect one month after the date of the amendment notice unless Client has given PROM notice that Client objects to the proposed amendments before they come into effect. Amendments that make these terms more favorable to the Client will come into effect immediately and will be stated in a dedicated notice sent to the Client by email.
6.2 If the Client objects to the proposed amendment, the Client has the right to end his or her Agreement with PROM before the proposed amendment comes into effect without incurring any charge. To do so, the Client must give PROM a written notice of cancellation by email. Regardless of the date of cancellation, the Client will be responsible for all transactions and charges related to him or her up to the date this Agreement terminates.
6.3 Unless the Client objects to the proposed amendment, it will take effect on the date specified by PROM in the notification sent to the Client, and the terms of this Agreement will be amended accordingly.
6.4 Client's continued use of PROM following the effective date of the relevant amendments to these terms and conditions will constitute Client's acceptance of the revised Terms of Service agreement.
7.1 All communication between PROM and the Client will be in English language and will be carried out through the PROM website, the PROM Mobile Application, SMS, email, or phone. Client may contact PROM at any time by sending an email to [email protected] or by sending mail to the registered address stated in section 1. 3 of this Agreement. Client can also obtain a copy of these terms and conditions from the PROM Website and Support Team.
7.2 Client agrees that PROM is not liable to him or her whatsoever for any loss, claim, or damages arising or in any way related to PROM's response(s) to any email or other electronic communication that PROM in good faith believes to be submitted by Client.
8.1 The service and any content or service or feature related to the Website or made available through the Website is provided on the basis of the "as is" or "as available" principle without any directly or indirectly expressed guarantee. PROM disclaims all guarantees to the extent possible under applicable law.
8.2 PROM is not responsible for circumstances including, but not limited to:
8.2.1 Any interruption, stall, stop, or other inaccessibility of the Website or service; 8.2.2 Program errors, malware, etc., distributed or transmitted by someone to the Website or via its services; 8.2.3 Deletion of any content or data or impossibility to save content or data;
8.3 PROM is not responsible for any violations committed by the Client against third parties.
8.4 Client shall compensate any expenses, losses, claims, pecuniary claims, and costs, including legal costs, directly or indirectly resulting from an infringement committed by the Client to PROM and cooperation partners and subcontractors of PROM used for the provision of services by PROM.
8.5 PROM is not responsible for any of the circumstances caused by a circumstance reasonably beyond PROM's control (force majeure), including, but not limited to, natural disaster, storm, fire, earthquake, explosion, flood, war, civil disturbance, rebellion, terrorism, lock-out or other job action, embargo, crime, weather and climate conditions, failure or inability of a third person to fulfill its obligations, power outage, any confiscation by a government or a government agency, their actual or potential measure. If PROM cannot perform this Agreement due to force majeure, PROM is obliged to immediately notify the customer and try to minimize the possible losses as sustained by the customer.
8.6 CLIENT ACKNOWLEDGES AND AGREES THAT HE OR SHE ACCESSES AND USES THE WEBSITE AND THE SERVICES AT HIS OR HER OWN RISK.
9.1 The Service Agreement is valid without a term.
9.2 PROM has the right to extraordinarily terminate the Service Agreement due to the presence of circumstances stated in clause 5 .1 if the breach committed by the Client does not enable the Client to continue to use the Website according to reasonable estimations of PROM. If continued use is possible and reasonable due to circumstances, PROM shall set a deadline for the termination of the violation and shall extraordinarily terminate the Service Agreement if the set deadline is not met.
9.3 The Client has the right to terminate the Service Agreement at any time and demand his/her user account to be closed if he/she has fulfilled all prior obligations in front of PROM and the other Clients.
10.1 All Personal Data that PROM may collect will be collected, used, and held in accordance with the provisions of the Data Protection Legislation and the Client's rights thereunder.
10.3 For the purposes of providing service to Client, PROM may share Client's personal information with contracted third parties, e.g., exchanges, wallets, banks, and other external firms. Contracted third parties are obliged to ensure that the Client's personal data is securely managed at all times and that they will only use this data in line with the specific instructions issued by PROM.
10.4 In order to meet legal obligations, PROM may share the Client's personal information with authorities, both within the European Union and abroad, to prevent money laundering, terrorism, and fraud.
11.1 Any disputes concerning the terms and conditions of this Agreement, including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties, shall be settled amicably by conducting good-faith negotiations. Complaints should be addressed to PROM in the first instance by contacting the PROM Support Team at[email protected].
11.2 In the complaint, Client must specify the following details: full name and Client user ID; a description of the complaint; the possible complaint resolution options and actions necessary by PROM; the daytime telephone number or email address; any additional relevant information (attachments, emails, documents).
11.3 PROM aims to resolve all disputes in the shortest possible time and will reply to the complaint within 15 business days.
11.4 If the Parties are unable to settle the matter in-between themselves, the matter shall thereafter be resolved by alternative dispute resolution, starting with mediation, involvement of the Consumer Disputes Committee, ODR environment at http://ec.europa.eu/odr and including, if necessary, a final and binding arbitration by court-appointed in section 2. 5 of this Agreement.
11.5 Legal relations between the Client and PROM arising from the Service Agreement are governed by the legislation valid in the Republic of Estonia.
Prior to accessing, purchasing, or using the Services presented on the Website, the Client must inform him/herself of and observe any regulations applicable to the Client.
Accessing, purchasing, or using the Services presented on the Website may be restricted by law in certain jurisdictions, and activities undertaken through the Website may be subject to specific regulations or review by certain authorities.
A failure to comply therewith may result in sanctions as provided for in the concerned regulations.
The Client is aware and accepts that PROM does not provide any legal or tax advice. The Client is responsible for his or her compliance with any tax laws, regulations, and guidelines that affect the Transactions the Client carries out through the Website. PROM is not responsible for the verification of your taxation/fiscal integrity. If the Client is unaware of his or her fiscal obligations, if need be, the Client will seek the advice of a lawyer or tax expert.
If the Client wishes to contact PROM regarding these Service Agreement, please do so at the following address:
Maakri tn 30, Tallinn, 10145, Estonia
Or at the following email address: [email protected]
Terms and Conditions V 1.
Effective Date: 14 th of November 2022