Glossary

  • SM ART, SM-ART, us, platform, we: refers to the owner of the website, Ardo Tech Ltd
  • User, you: refers to any account holder, regardless of whether they own a portfolio.
  • Co-owner, buyer, investor: User that has purchased or was gifted at least one share of an artwork.
  • Seller: the entity, may it be an artist, a gallery, a dealer or other, that is putting an artwork on a sales campaign on the SM-ART platform.
  • Artwork, Asset: paintings, drawings, or other artistic works put up for a sales campaign on the platform.
  • Quotas, Shares: unit of ownership of an artwork that can be bought by investors.
  • Portfolio: the range of NFT investments owner by an investor on SM-ART.
  • Threshold: minimum quantity of shares that need to be sold to successfully close a campaign.
  • Exchange, Secondary market: exchange platform on SM-ART where users can sell or buy shares of artworks that they own.
  • Sales campaign, Artwork sale, campaign: process by which an artwork is sold in shares on the platform, lasting a certain period of time depending on each specific case.
  • Exit, Artwork exit: the sale of a co-owned artwork by the manager that implies that all the shareowners are proportionally liquidated.

User Terms & Conditions

Welcome to SM-ART’ website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use. These terms and conditions, together with our privacy policy, govern SM-ART’ relationship with you in connection with this website. If you disagree with any part of these terms and conditions, please do not use our website.

The term “SM-ART” or ” SM ART” or “us” or “we” refers to the owner of the website, Ardo Tech Ltd, whose registered office is 160 Kemp House, City Road, London EC1V 2NX. The company registration number is 13422754, registered in England and Wales. The term ‘you’ refers to the User, Investor or Viewer of our Website.

The use of this website is subject to the following terms of use:

 

GENERAL

The content of the pages of this website is for your general information and use only. It is subject to change without notice.

 

PRIVACY POLICY, DATA PROTECTION & COOKIES

Ardo Tech Ltd trading as SM-ART NFT is a company incorporated according to the laws of England and Wales. Accordingly, any information provided will be treated in compliance with the applicable legal provisions applicable, particularly those under the Data Protection Act 1998. You can find more information on our dedicated page Privacy Policy.

This website uses cookies to monitor browsing preferences. If you do allow cookies to be used, that information will be collected. You can find more information on our dedicated page Cookies Policy.

 

INVESTMENT RISKS AND GUARANTEES

The purchase of the Quota/Quotas/Shares/Fractions/NFTs/PFTs of Artworks allows the User to become the co-owner of the Artwork; nevertheless, entailed to this purchase is a form of investment that may expose the User to capital losses. In this respect, the User is aware of the economic risk that may arise from this activity.

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
The value of artworks and therefore shares of artworks can fall as well as rise. Any information relating to the past performance of an investment or investment service is not a guide to future performance. Share prices may go down as well as up and you may not get back the original amount invested. You should not buy shares with money you cannot afford to lose.

The SM-ART NFT website, platform, team and publications do not offer investment advice and nothing in them should be construed as investment advice. We provide information and education for investors who can make their investment decisions without advice. The information contained in our publications is not, and should not be read as, an offer or recommendation to buy or sell or a solicitation of an offer or recommendation to buy or sell any securities. Our publications are not, and should not be seen as a recommendation to use any particular investment strategy.
You should carry out your own independent research before making any investment decisions. Our publications do not take the specific needs, investment objectives and financial situation of any particular individual into consideration and any investments mentioned may not be suitable for you. You should not base any investment decision solely on the basis of the information that we publish.

The investments you make in artworks displayed on the platform could potentially be illiquid. We do not ensure that there will be a liquid secondary market for the quotas of the artwork. For artworks for which secondary market opportunities are available on the platform, it can be difficult to find a buyer or seller, and investors should not assume that an early exit will be available just because a secondary market exists.


TRADEMARK & LICENCE

All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.

This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.


THIRD PARTIES SERVICES AND LINKED WEBSITES

From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

 

USER RESPONSIBILITY

The User, if accepting the offer of this Website, will be asked to provide some personal information. The User confirms that this information is correct and genuine and he/she will be responsible for any misrepresentation.

Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

The User acknowledges and guarantees that he/she will not sell Quotas outside the platform without the previous, unconditional consent of SM-ART.


SALE OF QUOTAS/FRACTIONS/NFT/PFT OF ARTWORK

Quotas, Fractions, NFT or PFT of the Artwork is a percentage representing a fraction of the ownership of the Artwork. The sale of the Artwork shall be perfected once a Threshold, usually 97%, is reached. Once the Quota or Quotas are sold to the User, the User will be in a position to transfer the quota/quotas/fractions/NFT/PFT in the secondary market.
As a result of the purchase of the quota/quotas/fractions/NFT/PFT, the User shall become co-owner of the Artwork. The co-ownership means that the User will share the ownership of the Artwork with other Users who invested in the quota/quotas/fractions/NFT/PFT.


CERTIFICATE OF OWNERSHIP

SM-ART is the only entity and/or body entitled to assess the ownership of the Quotas and how much of the Artwork each of them represents.

In this contract, the seller and buyer are specifically mentioned. In the case of direct negotiations with privates and artists represented by third parties, these third parties might appear as sellers. In the case in which the seller is a private collector, the individual has the legal right to remain anonymous and will be referred to as “Private Collector” on the certificate of ownership.

 

SELLING PERIOD

The Selling Period is the interval of time during which the Quota/Quotas/Fractions/NFT/PFT of the Artwork are offered to the market. The User investing in the Quota/Quotas/Fractions/NFT/PFT becomes owner only once the Threshold is achieved or exceeded.

In the event the threshold is not met at the end of the Selling Period, Sm Art will reimburse the Users of the money they advanced for the purchase. Bank fees and any applicable network fees will be deducted from the reimbursement.

During the selling period, the seller has the legal right to decide to retain more shares in an ongoing Campaign as long as the quantity requested is still available. The seller has to notify the platform in writing by sending an email to [email protected] and the allocation of the shares can be executed within 14 working days.

The seller can also request to increase the duration of the selling period before the campaign closes. However, in the event of such a request, the Users who have participated in said campaign can request to cancel the acquisition of Quota/Quotas/Fractions/NFT/PFT(s) and be refunded within 14 business days.


TAX DUTIES

For the investment in the Primary Market, the Artist shall pay the VAT, calculated on the value of the Artwork, and in addition to this value, as the sale of the artwork is executed in Britain and is subject to the UK tax legislation. For any fee accrued to the benefit of SM-ART, SM-ART shall issue an invoice according to the UK tax laws. The investment in the Quotas in the secondary market shall not be subject to any VAT, as the circulation of the Quotas may be categorized from a tax point of view as a circulation of shares, therefore not subject to any VAT.
Users will pay the capital gain, if any, which is required under the tax law to which the User is subject. To such an end, SM-ART will provide the data relating to the transaction/transactions occurred in order to calculate their tax liabilities. Any responsibility of the User vis-à-vis the tax authority is exclusive competence of the User, rather than SM-ART.


ARTWORKS MANAGEMENT, HOLDING & EXIT

At the end of each successful campaign the artworks enter their management period. The set of rules and obligations that determine the way the artworks are stored, insured, managed and how decisions around exit opportunities are taken are described in the ‘Management Contract’. Said contract can be found and consulted on the artwork page, both during the ‘Campaign Period’ and the ‘Management Period’.
By acquiring Quotas of an artwork the Users automatically agree to the ‘Management Contract’
The co-owners of an artwork are not entitled to take any decisions concerning the exit of said artwork. The co-owners may be surveyed so that their sentiment is taken into account by the appointed artwork manager. The artwork manager can be the art seller, an independent art professional or Ardo Tech Ltd itself depending on the management agreement in place for the said artwork.

 

PAYMENTS

The currency used in the platform for any transaction is GBP. However, users can request to be paid out in the currency of their choice by contacting SM-ART team via [email protected] In such case, users shall be charged with the conversion costs.
In order for SM-ART to ensure transfers due to users, Users will receive their dues to their Ethereum Wallet issued on the SM-ART Website.
When a buyer completes an order, he/she makes a transfer to the SM-ART’ client account. SM-ART will exchange the certificate of ownership from the seller to the buyer and, on its turn, will transfer the payment to the seller.
The money will be transferred to the seller of shares with a 10 days delay on the sale, as our card payment provider apply that delay to us.
Users that require acquiring artworks with bank transfers rather than normal credit/debit card transactions, they can get in touch with SM-ART at [email protected] SM-ART may perform additional KYC procedure before accepting the request.

 

REWARDS

Exclusive tangible and intangible rewards can be associated with the acquisition of a specific quantity of Quotas are designed by SM-ART to provide a better experience to its Users. Tangible rewards can include but are not limited to: books, posters, and tote bags. Tangible rewards are shipped to the Users for free at the end of a successful campaign. Intangible rewards can include but are not limited to: art consultation, invitations to events, art tours and artist studio visits. Such rewards are confirmed to the co-owners at the end of a successful campaign.
Only the co-owners of an artwork can be eligible to receive its rewards. Therefore, if a User is refunded due to the fact that a campaign failed to reach its objective or due to a writing request following a selling period extension (please refer to 9.4), this user loses the right to receive the associated rewards.
The place for delivery of the tangible rewards is inputted by the Users during the checkout and the normal method of delivery shall be regular postage or courier at the discretion of SM-ART.
The rewards are produced and shipped to the co-owners after the successful completion of a campaign. Consequently, the Users are advised to reach out to SM-ART via [email protected] to receive delivery estimates.
If a reward is damaged when it is delivered, Users shall send proof of such damage at [email protected] including pictures as attachments. The assessment of the liability and potential compensations is entirely within SM-ART discretion.

 

GIFT

Use of your SM-ART gift constitutes acceptance of our Terms and Conditions and we therefore recommend you read them carefully

 

MISCELLANEOUS

Crawling or web spiders are not allowed on the website.
The market of Artworks managed by SM-ART does not require any authorization by the Financial Conduct Authority, as it is not a market of financial instruments.
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales.
Users can request additional information about the artworks at [email protected] if needed.
Users that do not own any shares of the artworks offered on the platform have the right to request the complete deletion of their account at any time by sending an email to [email protected] Users that own shares will have to sell the shares they own on the ‘Exchange’ section before asking for the account termination.

 

ACCOUNTABILITY FOR ONLINE ACTIONS, BEHAVIOUR AND CONDUCT

Users acknowledge that it is forbidden to use fake identities or to impersonate someone’s identity when creating an account on the Platform.
SM-ART shall determine, in its discretion, whether a User shall be temporarily blocked or banned for causing any sort of damage, detriment or disruption to our business, including the Platform, and/or the business or activities of other of our User.
The list of actions that can trigger an exclusion or a banishment can include but are not limited to the use of the Platform to manipulate a market in a way that is linked to external events, the use of any methods or techniques for extracting data from the Platform without our explicit consent, causing or attempting to cause security breaches or disruptions of Internet communications or furnishing false or incorrect data of any kind.
Users acknowledge that it is forbidden for them to create and use multiple accounts. In the event of a User using more than one account to acquire shares of art, all the shares owned must be promptly transferred to a single account and the additional accounts must be deleted

 

GOVERNING LAW AND JURISDICTIONS

The contract whereby the Investor becomes the owner of the pro-quota of the Artwork/s shall be governed by the laws of England and Wales, irrespective of the country of residence of the Investor.
The parties irrevocably submit any controversies arising out of the contract to the jurisdiction of the courts of England and Wales, venue of London.

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