Terms and Conditions

1.1 Background and Permitted Use

Artoficial is an online marketplace for the sale and resale of original artworks. Each artwork featured on the Platform (the "Artwork") is a unique physical piece. There is only one of each Artwork available for purchase.

Artoficial is also an ongoing experiment in the relationship between artistic recognition and economic value: the price of each Artwork is determined in real time by the number of followers the artist has on the Platform. Every Artwork sold through the Platform is registered in the project archive. It is vital for the integrity of the experiment that Artoficial is aware of the ownership of each Artwork at all times.

The Platform is the property of Artoficial. By using the Platform (including creating an account, listing artworks, or making purchases), you agree to these T&C. If you do not agree, please do not use the Platform. As long as you comply with these T&C, Artoficial grants you a personal, non-exclusive, non-transferable right to access and use the Platform.

1.2 Account Types

Artist accounts are for creators who wish to list their original artworks for sale. Artists agree to the commission structure and resale terms set out in these T&C at the time of account creation. An artist may also act as a collector.

Collector accounts are for individuals who wish to purchase artworks through the Platform. Collectors agree to the resale and commission obligations set out in these T&C at the time of purchase. A collector may not list artworks for sale unless they also hold an artist account.

1.3 Identity and Display Names

Users may register using their legal name or an artist name / display alias. The legal name (first name, middle name if applicable, and last name) provided at registration is used solely for identity verification, commission agreements, and legal documentation. Legal names are never displayed publicly on the Platform.

The public-facing display name (artist name or chosen alias) is shown on the user's profile, artwork listings, and all public-facing content. The display name does not affect the legal validity of any agreements concluded under these T&C, which are always tied to the verified legal identity on file.

1.4 Intellectual Property Rights

All text, data, graphics, images, user interfaces, visual interfaces, photographs, videos, trademarks, logos, sounds, music, artwork, computer code or any other material (the "Materials") and all intellectual property rights related to the Materials are vested in Artoficial, unless any such rights are vested in the artist who created the Artwork (the "Artist").

All intellectual property rights — including but not limited to copyright and author's rights — related to each Artwork remain vested in the Artist at all times and are only licensed to Artoficial for the purposes of operating the Platform. Upon purchase of an Artwork, the buyer does not acquire any intellectual property rights. The buyer becomes the owner of a physical object only.

1.5 Prohibition on Reproduction

Except as expressly provided in these T&C, no part of the Platform and no Artwork may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way for any commercial purpose, without Artoficial's explicit prior written consent. This does not prevent you from displaying a purchased Artwork in the customary manner of art ownership.

1.6 Prohibition on Malicious Use

You shall not use the Platform for any purpose that is unlawful or malicious. You may not attempt to gain unauthorised access to the Platform; probe, scan or test the vulnerability of the Platform; interfere with the proper working of the Platform; or impersonate any other individual or entity. You may not use the Platform's messaging or offer systems to solicit or conduct transactions outside the Platform.

2.1 Artoficial Pricing — The Live Formula

The primary pricing mechanism on the Platform is the Artoficial pricing formula:

Each Artwork listed under Artoficial pricing is assigned a permanent sequence number at the time of upload, reflecting the order in which the artist has listed works on the Platform. The sequence number is permanent and is never reassigned. The price recalculates automatically each time the artist's follower count on the Platform changes.

The minimum displayed and charged price for any Artoficial-priced Artwork is €10, regardless of follower count. This floor applies when the formula produces a result below €10 (for example, during the early period of an artist's presence on the Platform). Once the formula naturally exceeds €10, the minimum no longer applies.

Because prices update continuously, the published price is valid only at the moment of purchase. The price is fixed the moment the buyer clicks the "Buy Now" button (see Section 2.4 regarding the 20-minute price lock).

2.2 Fixed Pricing — Set by Artist

Artists may alternatively choose to list an Artwork at a fixed price of their own choosing (the "Artist-priced" listing). The minimum fixed price is €10. A fixed price does not change with follower count and remains constant unless the artist explicitly updates it.

The pricing type chosen at the time of upload — Artoficial pricing or Artist pricing — is permanent and cannot be changed after the Artwork has been listed. Artists confirm this permanence at the time of upload.

2.3 Make An Offer

On fixed-price listings and resale listings, the artist or seller may enable a "Make An Offer" facility. When enabled, prospective buyers may submit a private offer at any price. Offer details — including the amount offered and any accompanying messages — are private between the buyer and the seller and are never shown publicly.

An offer remains open for 7 days from the date of submission, or from the date of the most recent counter-offer. If the seller does not respond within 7 days, the offer automatically expires and the Artwork returns to general availability.

The seller may accept, decline, or counter an offer. Counter-offers reset the 7-day window. There may be only one active offer per Artwork at any time. The Make An Offer facility is never available on Artoficial-priced works — those works have one price, determined by the formula, and it applies without exception.

All offer negotiations must take place within the Platform. Taking negotiations or transactions off-platform is a breach of these T&C (see Section 6.2 regarding contractual penalties).

2.4 The 20-Minute Price Lock

When a buyer clicks "Buy Now" on an available Artwork, or when a seller accepts an offer, a payment window is opened and the current price is locked for 20 minutes. During this window the Artwork is reserved exclusively for the buyer and no other purchase or offer can be initiated.

If payment is not completed within 20 minutes, the reservation lapses, the Artwork returns to general availability, and the price reverts to whatever the live formula or fixed price produces at that moment. Artoficial is not liable for any increase in price that occurs between the lapse of a reservation and a subsequent purchase attempt.

2.5 Information About Artworks

Information about each Artwork is presented on the Artwork's page on the Platform. Where available, a video about the making of the Artwork may be linked from the artist's profile, providing additional context about the work and the artist's process.

2.6 Checkout and Payment

To purchase an Artwork, a buyer must have a registered account on the Platform. Once the buyer initiates checkout, the required billing and shipping details must be confirmed. Payment is processed through the Platform's payment provider (Stripe). Accepted payment methods are displayed at checkout and may include credit and debit cards and other methods as updated from time to time.

The full sale price of the Artwork and applicable delivery costs must be paid in advance. Upon receipt of payment, the sales contract is concluded and an automatic order confirmation is sent to the buyer's registered email address. A commission agreement is also concluded at this time (see Section 3).

2.7 Cancellation by Artoficial

Artoficial reserves the right to cancel an order if the Artwork cannot be delivered. Grounds for cancellation include but are not limited to: (i) simultaneous purchase by multiple buyers due to a technical failure; (ii) the transaction would violate international sanctions; (iii) delivery to the selected destination is not reasonably possible. The buyer will be notified as soon as possible and any payment made will be refunded within 14 days of the cancellation notice.

3.1 Shipping

Artoficial ships Artworks worldwide using DHL courier or equivalent. Artoficial may impose shipping restrictions or exclude certain countries based on international shipping restrictions, sanctions, insufficient copyright protection, pandemics, military conflicts, or other reasonably substantial grounds.

3.2 Delivery Costs

Delivery costs are added to the price of the Artwork at checkout. All shipping costs, customs duties, import and export charges, and any other charges are borne by the buyer. The buyer is responsible for all taxes and duties applicable in the destination country.

3.3 Dispatch and Tracking

When the Artwork is handed to the courier, an invoice and tracking code are sent to the buyer's registered email address. A delivery notice is sent upon successful delivery.

3.4 Delivery Address

It is the buyer's responsibility to ensure the delivery address provided is correct. Artoficial accepts no liability for non-delivery resulting from an error in the delivery address. If the Artwork cannot be delivered due to circumstances within the buyer's control, the buyer may be required to pay additional delivery or storage costs before redelivery is arranged.

3.5 Lost in Delivery

If an Artwork is confirmed lost in transit and cannot be recovered in cooperation with the courier, Artoficial will issue a full refund within 30 days of declaring the shipment lost. Artoficial cannot provide a replacement, as each Artwork is unique.

Model Withdrawal Form

Not obligatory — any unequivocal written statement will suffice.

To: Artoficial OÜ, Saue 6-1, 10612 Tallinn, Estonia / info@artoficial.pro

I/We hereby give notice that I/We withdraw from the sales agreement for the following Artwork:

Artwork name: … · Order No: … · Ordered on: … · Received on: …
Name: … · Address: … · Email: … · Date: … · Signature (if on paper): …

5.1 Object of the Commission Agreement

By the commission agreement, Artoficial (as commission agent) undertakes to enter into a resale transaction in Artoficial's own name and on account of the seller (as principal), to sell the Artwork belonging to the seller through the Platform.

5.2 Notifying Artoficial of Intent to Resell

If you wish to resell an Artwork, you must notify Artoficial using the contact details in these T&C, or initiate the resale process through your account on the Platform. Artoficial may request documentation to verify your identity. To initiate resale, the Artwork must be delivered to Artoficial at: Saue 6-1, 10612 Tallinn, Estonia. Artoficial bears the delivery costs for collection. The seller must ensure the Artwork is adequately packaged for transport. If the Artwork arrives damaged due to inadequate packaging, Artoficial reserves the right to claim compensation.

5.3 Resale Procedure

Resale of the Artwork through the Platform follows the same process as the original sale, subject to the pricing terms below. The Artwork is listed as available and any buyer may purchase it under the standard terms of these T&C.

5.4 Resale Price

• If the Artwork was originally listed under Artoficial pricing, the resale price is calculated using the same formula: seller's follower count × sequence number × €0.10, subject to the €10 minimum. The seller's follower count for this purpose is the count of the original artist, not the reselling collector. The resale price may not be set below the formula price.
• If the Artwork was originally a fixed-price listing, the resale price may be set by the seller but may not be lower than the original purchase price.
• By separate agreement with Artoficial, the seller may set a higher price than the formula price. A lower price than the formula price is not permitted under any circumstances.

The seller confirms by entering the commission agreement that they understand and accept the pricing system.

5.5 Resale Split

Upon completion of a resale, the proceeds are distributed as follows:

Payment to the seller is made within 30 days of receipt of payment from the new buyer, after deduction of the above amounts. If the new sales agreement is subsequently cancelled for reasons attributable to the seller, the resale royalty and platform fee are not refunded.

5.6 Term

The commission agreement has no fixed term. It remains in force for the lifetime of the Artwork and is binding on all successive owners, including heirs, estates, and any person or entity to whom ownership of the Artwork is transferred by any means.

In the event of the seller's death, their heirs and successors are bound by the commission agreement and must notify Artoficial promptly of the change in ownership.

5.7 Termination

The commission agreement may only be terminated if Artoficial formally winds down the Platform. In that event, Artoficial will give at least 6 months' written notice to all registered users before the Platform closes. Following that notice, the commission agreement terminates automatically upon the closure of the Platform.

6.1 Listing Artworks

Artists may list original artworks for sale on the Platform subject to Artoficial's acceptance. By listing an Artwork, the artist confirms that: (i) the Artwork is an original work of their own creation; (ii) the artist holds all rights necessary to sell the Artwork; (iii) the Artwork is a unique physical object and no identical copy exists or will be made.

6.2 Pricing Type Permanence

The pricing type chosen at upload — Artoficial pricing or Artist pricing — is permanent. An artist may not change the pricing type of a listed Artwork after it has been published on the Platform. This applies regardless of whether the Artwork has been sold.

6.3 Commission on Primary Sales

On each primary sale (the first sale of an Artwork from the artist directly), Artoficial deducts a platform commission from the sale price before remitting payment to the artist. The commission rate depends on the artist's follower count on the Platform at the moment of the sale, as follows:

The commission tier is calculated at the moment of sale. It is not retroactively adjusted if the artist's follower count changes after the sale is completed. The artist receives the sale price minus the applicable commission. Payment is made within 30 days of the sale completing.

6.4 Artist's Resale Royalty

On every resale of an Artwork originally listed by the artist, the artist receives a resale royalty of 10% of the resale price, regardless of the artist's current tier, and regardless of how many times the Artwork has been resold. This royalty is automatic and is deducted from the resale proceeds before distribution. It cannot be waived.

9.1 General Remedies

If you fail to perform any obligation under these T&C, Artoficial has the right to rely on all legal remedies available under applicable law, including suspension or termination of your account.

9.2 Contractual Penalty for Off-Platform Transactions

All transactions involving Artworks — whether primary sales, resales, gifts, or any other transfer of ownership — must be completed through the Platform. If you sell, transfer, or otherwise dispose of an Artwork through any channel other than the Platform, you shall pay Artoficial a contractual penalty of 10 times the value of the Artwork per breach, calculated at the moment of the violation or at the moment Artoficial becomes aware of it. The maximum contractual penalty is €1,000,000 per breach.

The same penalty applies if you: fail to report the loss or theft of an Artwork; gift or donate an Artwork without Artoficial's prior consent; or otherwise materially breach Section 5 (Commission Agreement for Resale).

9.3 Contractual Penalty for Intellectual Property Infringement

If you infringe any intellectual property rights owned by or licensed to Artoficial, you shall pay a contractual penalty of up to €50,000 per breach. Artoficial may reduce this amount in the case of a minor infringement, but is not obliged to do so.

9.4 Payment of Penalties

Contractual penalties are payable within 14 days of notification by Artoficial. Payment of a contractual penalty does not exempt you from performing your other obligations or from paying compensation for any damage that exceeds the penalty amount.

11.1 Governing Law

These T&C are governed by and construed in accordance with the laws of Estonia.

11.2 Complaints

The buyer must examine the Artwork promptly upon receipt. Any damage, deficiency, or defect must be reported to Artoficial as soon as possible, and in any case within 2 months of receipt (or within 2 weeks if the buyer is acting in a professional or commercial capacity). Artoficial will respond in writing within 15 days.

11.3 Dispute Resolution

Artoficial seeks to resolve all disputes by agreement. If no agreement is reached, the courts of Estonia have exclusive jurisdiction. Harju County Court (Harju maakohus) shall be the court of first instance.

Consumers may also refer disputes to the Estonian Consumer Disputes Committee or the European Union Online Dispute Resolution platform.