Contacts:

Email:info@qoonst.com
Instagram:@qoonst
Whatsapp/phone: +41 77 213 44 00

Registered address:

Qoonst LLC

Landammannstrasse 8
6443
Switzerland

Authorized representative:

Olivia Adler, CEO

Company registration number:

CHE 277.010.683
CHE 277.010.683 MWST

General Terms and Conditions

Current Version dated[July 14, 2022]

1. Subject Matter and Scope of Application

Qoonst GmbH, Landammannstrasse 8, 6442 Gersau, Switzerland (hereinafter "Qoonst"), operates an online marketplace (hereinafter "Marketplace") under the web domain www.qoonst.com, where private individuals ("Members") can offer (in such ca-pacity "Sellers"), purchase (in such capacity "Buyers") or exhibit (in such capacity "Ex-hibitor") works of art of all kinds, such as paintings, sketches, sculptures, collages, digital art, street art (“Products”).

These General Terms and Conditions (“GTC”), together with the data protection declara-tion declared binding by these GTC, regulate the use of the web domain www.qoonst.com, the services of Qoonst as well as the contractual relationship be-tween Qoonst and the individual Members.

Purchases made on the Marketplace are concluded directly between the Buyer and the Seller. Qoonst shall solely act as an intermediary in the context of providing the Mar-ketplace and processes the payment between the Buyer and the Seller. Consequently, Qoonst is not a contracting party to contracts concluded between Members.

2. Retrievability and Amendment of the GTC

These GTC can be accessed, printed out or saved locally at any time under www.qoonst.com/GTC.

Qoonst reserves the right to adjust or amend these GTC at any time. For contracts al-ready concluded, the GTC in the version in force at the time the respective contract is concluded shall apply.

3. Registration, Beginning of Membership

In order to offer, purchase and exhibit Products on the Marketplace, registration as a Member and the opening of a user account is required. Registration on the Market-place is free of charge. The registering party must provide the data required for regis-tration in full and truthfully. The Member is responsible for updating his or her data. The Member is obliged to treat the personal access data confidentially and not to make it accessible to unauthorized third parties.

By submitting the registration, the Member agrees to these GTC and the Qoonst data protection declaration, which constitutes the beginning of the membership.

There is no entitlement to registration, membership, use of the Marketplace or use of services from Qoonst. Qoonst shall be free to reject registrations at any time.

4. Termination of Membership

The termination of the membership by the Member is possible at any time by sending an e-mail to info@qoonst.com, provided that the Member does not currently offer any Products on Qoonst.

Qoonst is entitled to exclude a Member at any time (i.e. to terminate membership) or to prohibit use for factual reasons, in particular in the event of disregard of the GTC, without any liability of Qoonst vis-à-vis the Member.

5. Operation and Use of the Marketplace, prohibited Content

It is the Member's responsibility to ensure that its content and offers are lawful and do not violate any third-party rights (in particular intellectual property rights and personal rights).

Qoonst is not obligated, but authorized to check or monitor content or offers of Mem-bers. Furthermore, Qoonst is authorized to prohibit the offering or exhibition of certain Products on the Marketplace at any time at its own discretion and without providing reasoning.

Content or Products that a Member offers, exhibits or otherwise communicates over the Marketplace may not violate any third-party rights (in particular intellectual property rights and personal rights) and may not contain any form of advertising for products or services other than those currently offered by the Member on the Marketplace. Fur-thermore, offers, texts or pictorial representations that a Member communicates over the Marketplace in any way may under no circumstances contain pornographic, child pornographic, racist, hateful, immoral, obscene or discriminatory content. Qoonst is entitled to delete any content or offers that disregard these prohibitions without inquir-ies and without providing reasons. Furthermore, Qoonst is entitled to delete content or offers from the Marketplace which do not present works of art or that are obviously not meant seriously. No claims against Qoonst can be derived from corresponding de-letions.

Content or offers that a Member communicates in any way over the Marketplace may not be aimed at or incite to enter into agreements outside the Marketplace.

6. Compliance with Laws

The Member is obliged to comply with national and international legal and regulatory provisions, in particular those relating to combating money laundering and the financ-ing of terrorism, the provisions of criminal law and the provisions of tax law applicable to him or her. On request, Members must provide Qoonst with proof of identification for the purposes of money laundering prevention and financing of terror-ism prevention.

7. Commission

The offering and exhibition of Products on the Marketpace is free of charge.

The Seller shall pay a commission to Qoonst if a contract is successfully concluded with a Buyer. The commissions to be paid by the Seller shall be determined as follows:

a) 15 % for a sales price up to USD 50’000, but at least USD 20.00;
b) 13 % for a sales price between USD 50’000,01 and USD 200’000;
c) 9 % for a sales price between USD 200’000,01 and USD 350’000;
d) 8 % for a sales price between USD 350’000,01 and USD 500’000;
e) 7.5 % for a sales price exceeding USD 500’000.

The commission shall be deducted by Qoonst from the sales price paid by the Buyer to Qoonst. Qoonst shall forward the sales price to the Seller once it has received pay-ment from the Buyer and deducted the commission.

Qoonst reserves the right to adjust the commission amount for new contracts that are concluded between Sellers and Buyers at any time.

It is prohibited to take any action designed to circumvent Qoonst’s commission enti-tlement.

8. Right

Qoonst shall provide, for the benefit of the artist who created the work of art (“Artist”) or alternatively the Member who originally sold a work of art on the Marketplace (“Orig-inal Seller”) and any other Members who have previously owned that work of art and sold it on the Marketplace (“Previous Owner”), a resale right, to be defined as an inal-ienable right to receive a royalty based on the sales price obtained for any resale of the work of art by a Seller, subsequent to the sale by the Original Seller (“Resale Right”).

The Resale Right applies only to resales that take place on the Marketplace.

The royalty will be deducted from the commission payed by the Seller.

The Resale Right shall yield the following royalties:

The Artist, if registered as Member at the time of sale or resale, or otherwise the Original Seller shall receive:

a) 4 % for the portion of the sales price up to USD 50’000;
b) 3 % for the portion of the sales price from USD 50’000,01 to USD 200’000;
c) 1 % for the portion of the sales price from USD 200’000,01 to USD 350’000;
d) 0,5 % for the portion of the sales price from USD 350’000,01 to USD 500’000;
e) 0,25 % for the portion of the sales price exceeding USD 500’000.

The Previous Owner who was the last owner of the Product before the Seller (“Last Previous Owner”) shall receive a royalty in the amount of 50% of the royal-ty received by the Original Seller. Every other Previous Owner before the Last Previous Owner shall again receive a royalty in the amount of 50% of the royalty received by his subsequent owner.

The following overview shows the royalties that may accrue up to a seventh re-sale:

If the Artist becomes a Member at a time when his or her artwork has already been sold on the Marketplace by an Original Seller, the Artist shall be entitled to the royalties according to the previous resale right of the Original Seller for fu-ture sales, with the Original Seller retaining a Resale Right as Previous Owner. A retroactive resale right to receive royalties cannot be asserted by an Artist. A Member shall not wrongfully claim to be the Artist. In case of doubt, the Member must provide proof when claiming to be the Artist.

The basis for calculation is the agreed sales price between the Seller and the Buyer ex-cluding any delivery and customs costs.

The Royalties will be credited to the Member's account. The Member may request a pay-out for an amount exceeding US$20. The transaction fee will be charged to the paid out Member.

9. Relationship between the Seller and the Buyer, Relationship between Members

9.1 Conclusion of Contract

If a Seller offers a Product for sale on the Marketplace, he or she makes a binding of-fer to conclude a contract for this Product. The Buyer accepts an offer by placing the Product in the shopping cart and completing the following checkout process, which results in a binding contract between the Seller and the Buyer.

A Member can also exhibit a Product on the Marketplace without offering it for sale. This exhibition of a Product shall not constitute an offer. However, a Member may make an offer to buy a Product from an Exhibitor, which Qoonst will then forward to the exhibitor. By agreeing to the offer, a binding contract is concluded between the Exhibitor as Seller and the Buyer.

9.2 Content of Contract

The content of the concluded contract is determined by the Product description listed by the Seller and the conditions set by it, as they were apparent on the website at the time of conclusion of the contract.

The Seller is obliged to provide truthful and no misleading or unfair information about the offered Product and to provide full information about the details of payment and delivery. All defects of the Product or packaging must be stated.

The Seller may only offer Products in respect of which it is authorized to dispose. This means in particular that the Seller is able and entitled to transfer the possession and ownership completely and unencumbered to the Buyer.

The price of the respective Products in USD is understood to be the final price includ-ing any applicable value added tax and other price components. The sales price does not include delivery or customs costs. These costs are additional and shall be borne by the Buyer. However, the Seller shall provide appropriate packaging to ensure safe transportation.

The Seller is obliged to grant the Buyer possession and unencumbered ownership of the item, free from third party rights, against payment of the sales price. Exclusions of liability in this regard are not permitted.

Sellers are not allowed to pass on to the Buyer, in addition to the sales price, the commission to be paid to Qoonst or to claim other fees or commissions from Buyers.

9.3 Contract Processing

Both parties to the contract are obliged to fulfil their obligations under the purchase contract in full and on time.

The Buyer is generally obliged to pay in advance. Unless Buyer and Seller agree oth-erwise, the sales price shall be due immediately and shall be paid by Buyer via the payment methods provided by Qoonst on the website. After the Buyer has paid the sales price and any delivery and customs fees in USD to Qoonst, the Seller will be prompted by Qoonst to deliver the Product.

Sellers must be able to transfer the offered Product to the Buyer immediately after the conclusion of the contract.

The ordered Product shall be delivered to the address provided by the Buyer during registration or when placing the order. Alternatively, the parties may agree that the Product will be collected by the Buyer.

The Buyer is granted a period of two days from the date of delivery of the product to notify defects for which the Seller is liable under the warranty. If the Buyer fails to do so, the purchased Product shall be deemed accepted. A notice of defects must be sufficiently substantiated by the Buyer (e.g. damage, incorrect information, etc.). The Seller is liable only in case of intent or gross negligence.

10. Limitation of Liability

Qoonst shall only be liable for damages to the Member caused by Qoonst intentionally or through gross negligence. Qoonst shall not be liable for damages caused by auxil-iary persons of Qoonst. Any further liability of Qoonst, in particular for all types of consequential and indirect damages, is excluded to the extent permitted by law.

In particular, Qoonst shall not be liable for any damages incurred by Members or third parties as a result of the conduct of other Members or third parties in connection with the use or misuse of the Marketplace.

11. Data Protection

The collection, processing and storage of data is carried out exclusively in accordance with the stipulations of Swiss data protection law. The data protection declaration is an integral part of these GTC and can be called up at any time on the website of the Web-shop under www.qoonst.com/GTC.

12. Severability Clause

Should any provision of these General Terms and Conditions be or become invalid, the remaining part of the General Terms and Conditions shall remain unaffected. Invalid or ineffective provisions are to be replaced by effective provisions which come as close as possible to their economic purpose. The same procedure shall be followed if a gap in the contract arises or if a provision proves to be impracticable.

13. Place of Jurisdiction and Applicable Law

Swiss law applies to all legal transactions to which these GTC apply. The UN Conven-tion on Contracts for the International Sale of Goods (CISG) and any other intergovernmental agreements shall not apply.

The local courts at the registered office of Qoonst shall be responsible for all legal disputes concerning these GTC as well as all contracts concluded under the application of these GTC.