Please ensure you have read and understood these Terms and Conditions of Sale (“Terms”) before you offer to buy an NFT as they set out the terms and conditions on which we, In-House Ventures Limited, a limited company registered in England and Wales with company number 14079186 and having its registered office at 52 Cheyne Walk, Meopham, Kent DA13 0PG, United Kingdom (“Seller”, “we” or “us”) offer the NFTs for sale. By submitting an offer to buy an NFT, you acknowledge and agree that these Terms create a legally binding contract with you (“Buyer” or “you” as applicable).
In these Terms, the following expressions have the following meanings:
“Website” means the website accessible at https://www.https://moonswatchinspace.com/;
We are the Seller and Creator of the NFTs and owner and manager of the Website. We are not acting as agent for a third party.
There will be 950 x NFTs in total made available for Public Sale, with each NFT available for individual sale.
The Price of the NFTs may be increased or decreased, at our sole discretion.
As set out on our Website, one of the features of the NFTs is that the Media and traits associated with each NFT will be revealed in only once all of the initial 950 NFTs have been minted (the “Reveal”). If all of the initial 950 NFTs have not been minted by buyers by the 31st January 2023, we will mint the unminted NFTs ourselves in order to trigger the Reveal by the week after that date. We reserve the right to offer for sale any NFTs we mint ourselves, either by private listings or by any other method.
One NFT, chosen at random “on-chain” at the point of reveal, will win the first “MoonSwatch in Space” Watch.
The buyer of an NFT will not see the Media and traits associated with their NFT until the Reveal, meaning that buyers will not enjoy the full benefit of their NFT until all NFTs have been minted.
Until the Reveal of the Media and the traits, each NFT will be associated with the same ‘placeholder’ image (the “Placeholder”).
All Media and traits associated with each NFT are predetermined. and fixed before the NFTs are minted. A provenance hash of the data has been included in the Smart Contract.
We may decide, at our sole discretion, to bring forward the reveal date or to reveal the NFTs without minting all 960 NFTs.
In order to mint and buy an NFT by either Public Sale or Private Sale, you must first have a Wallet which you must connect to the Website. To make a legally binding offer to purchase the chosen NFT, you must click the “Buy” button which will trigger the minting of the NFT.
Please note that you must be at least 18 years old to enter into the transaction and by clicking on the “Buy” button, you are declaring that you are at least 18 years old.
By clicking on the “Buy” button on the Website you acknowledge and agree that you are submitting an irrevocable legally binding offer, either as an individual or on behalf of an entity, to acquire the NFT for the Price and pay the applicable Ethereum gas fees for the transaction.
If the transaction is successful, the Wallet you used to place the offer will be charged for the Price and Ethereum gas fees automatically and an NFT will be minted by you and deposited directly into your cryptocurrency Wallet upon generation.
If you do not have sufficient funds in your Wallet to meet your offer plus any Ethereum gas fees payable, your offer will automatically be cancelled but you may still incur Ethereum gas fees associated with the failed transaction.
Please note that an Ethereum transaction can take anywhere from a few seconds to multiple days, depending on network congestion and the Ethereum gas fees paid by you. This is a process outside of our control and we shall not be responsible for any delays, errors (whether human or technical), network congestion, high Ethereum gas fees, or failed transactions incurring Ethereum gas fees.
Upon the generation of an NFT by you, your Wallet address shall automatically be entered in that NFT’s ownership log on the Ethereum blockchain. On completion of this process, “Mint Delivery” shall be deemed to have occurred.
Title to an NFT minted and sold via Public Sale or Private Sale shall pass to you upon the generation of that NFT pursuant to a successful transaction in which the Price is transferred from you to us.
Risk in the NFT minted and sold via Public Sale or Private Sale shall pass to you on Mint Delivery and we shall not be responsible for the NFT after Mint Delivery has occurred. Risk in the Placeholder and the Media shall pass to you within 24 hours of the Reveal, after which we shall not be responsible for the hosting or availability of the Placeholder or Media and we shall be under no obligation to retain any information, data or copies of the same, relating to the NFT or the Placeholder or Media.
Your access to the Placeholder or Media shall be solely via the URL contained in the NFT and the Media shall not be transferred by us separately.
We may withdraw an NFT from sale at any time before a sale takes place.
We cannot and do not represent or warrant that any NFT is reliable, current, or error-free, that it is compatible with your equipment or meets your requirements, or that any defects in the NFT will be corrected.
The NFTs are sold “as is” and “as available”, and we make no representation or warranties as to the condition of the NFTs which are sold with all faults, inherent defects and errors. You acknowledge that for the NFTs made available for purchase, “as is” includes associated Media and traits that are not known to the buyer at the time of purchase, but which are pre-set before minting and made known on the Reveal. We make no statements, warranties, representations or guarantees as to the Media that will be revealed as associated with your NFT at the Reveal. Any statements on the Website referring to the NFTs, the Placeholder or the Media are for information only and cannot be relied upon as a guarantee as to the condition, fitness for purpose, satisfactory quality, merchantability or future value. The NFTs are each unique and we consider any market value attributed to each individual NFT (based on rarity, collectability, or aesthetic qualities) to be subjective. The sale of the NFTs is not a sale by description.
By submitting an offer on an NFT, you acknowledge and agree that you understand the content and code contained in the Smart Contract associated with the NFTs, and that you have a sufficient knowledge and understanding of NFTs, cryptocurrency, NFT platforms/ marketplaces and blockchain technology to make an informed purchase of an NFT.
By submitting an offer on an NFT before the Reveal, you acknowledge and agree that you understand that all Media and traits associated with each NFT are predetermined and fixed before the NFTs are minted, but will not be visible until the Reveal.
You acknowledge that ownership of an NFT does not confer or grant any rights in the underlying code, or any intellectual property rights in the Placeholder or Media, and you shall not be entitled (unless offered by us in our discretion) to any additional or associated products, services, events, artwork, or media even if connected to or associated with the NFT you purchase from us.
You acknowledge and agree that the NFT is a relatively new type of asset and is reliant on new technology. By purchasing an NFT you acknowledge the risks associated with potential loss including but not limited to loss of your private key, faults or weaknesses in security, risk of phishing attacks or hacking, change to regulation in one or more jurisdictions to which you may be subject (which may include changes to rules, regulation and policy around tax).
You acknowledge that changes in functionality, use, hosting, transmission mechanisms and blockchain technology affecting the NFTs may affect your use of or availability to access an NFT.
You are solely responsible for payment of all national, federal, state, local or other taxes of any jurisdiction, of whatever nature whether now in effect or imposed in the future by any governmental authority, tax authority or other competent authority with jurisdiction, including, without limitation, any income, sales, use, value-added taxes (VAT), goods and services and other taxes and duties associated with your purchase, use or sale of the NFTs.
You warrant and represent to us in respect of an offer you make, that:
the funds used to purchase an NFT are not connected with any criminal activity, including tax evasion;
you are not the subject of any investigation, nor have you been charged with or convicted of money laundering offences, terrorist activities or other crimes and you are not subject to sanctions in the UK or the EU;
buying or holding an NFT in your jurisdiction is not in violation of any laws or rules and you acknowledge that blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, which could impede or limit your ability to continue the use and enjoyment of your NFT;
you have acknowledged and agreed to the post sale royalty set out at clause 8.1 below and will use your best endeavours to ensure any future buyers of your NFT comply with and pay to us the same royalty.
We have set an automatic royalty on secondary sales of the NFTs at [six per cent (6%)] of the sale proceeds. This royalty will be automatically transferred to our creator wallet following a secondary sale made by you through trading platforms that honour royalties such as https://opensea.io/ and https://looksrare.org.
All intellectual property rights in the NFTs, their underlying code, the Placeholder and the Media are reserved.
Our logos, product or service names, our slogans and the look and feel of the Website are our trade marks or the trade marks licensed to us by our collaborators and may not be copied, imitated or used, in whole or in part, without our prior written permission.
If you are a Consumer pursuant to the EU Consumer Rights Directive and habitually reside in the UK or European Union special cancellation rules apply in respect of the supply of digital content not on a tangible medium within the first 14 calendar days of your purchase (“Cancellation Period”). By clicking on the “Mint NFT!” button on the Website you give us your express consent to the supply of an NFT beginning during the Cancellation Period and you acknowledge that, as a result of the supply of an NFT beginning, your right to cancel will be lost.
Some users of the Website may experience technical problems in connecting their Wallet or placing offers on an NFT which are beyond our reasonable control such as firewalls, loss of internet connection or other technical issues with the blockchain technology, the digital wallet providers used, the smart contracts deployed to Ethereum or your own device. The technology utilised to submit and offer on as NFT depends on public peer-to-peer Ethereum network that is not under our control or influence and are subject to many risks and uncertainties. We will not be responsible to you for any errors or failures to connect a Wallet or to purchase an NFT, including, without limitation, errors or failures caused by any loss of connection or technical faults.
Nothing in these Terms limits or excludes our liability for: (i) death or personal injury caused by negligence; or (ii) fraud or fraudulent misrepresentation.
We do not give any representation, warranty or guarantee or assume any liability of any kind in respect of an NFT’s merchantability, fitness for purpose, quality, description, condition, authenticity, rarity, importance, value, marketability or relevance in the history of NFTs and save for where clause 12.5 applies, we exclude any liability for breach of any term, warranty or condition which may be implied by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982.
We are not liable (i) for the statements, data, information and opinions of others including those set out in the in relation to the NFTs, or those of our representatives or employees; (ii) hosting, maintenance, availability or compatibility of an NFT or the Placeholder or the Media with existing or future platforms or servers and (ii) in circumstances where you fail to comply with any reasonable instructions on the storing, hosting or safekeeping of an NFT.
Notwithstanding the above, if we are found to be liable to you, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with our contract for sale with the Buyer pursuant to these Terms, shall be limited to the Price. We shall not be liable for any loss of profits, loss of business, goodwill, loss of anticipated savings or for any special, indirect, incidental, or consequential loss, costs, damages, charges or expenses to the fullest extent permitted by law.
If the Buyer is a Consumer: We shall not be liable for any loss or damage that is not foreseeable (loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by us and the Buyer at the time the Contract was entered into).
We shall not be responsible for any failure to meet any obligation which we, or you have under these Terms which is caused by circumstances beyond our, or your reasonable control. This includes, but is not limited to strikes, lock-outs, fire, flood, natural disasters, epidemics, wars, armed conflict, terrorist attacks and nuclear and chemical contamination.
If a court finds that any part of these Terms is not valid, or is illegal or impossible to enforce, that part of these Terms will be treated as being deleted, and the rest of these Terms will not be affected.
You may not grant a security over or transfer your rights or responsibilities under these Terms or the Contract unless we have given our written permission. These Terms will be binding on your successors, estate and anyone who takes over your rights and responsibilities. No term of these Terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone other than you.
No failure or delay to exercise any right or remedy provided under these Terms shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Any notice pursuant to or in connection with these Terms shall be in writing by email to email@example.com. Notices are deemed delivered immediately upon transmission if transmitted during normal business hours in the country of the recipient, or otherwise on the following business day, unless the sender receives an automated message that the email has not been delivered.
These Terms and any contractual or non-contractual dispute arising out of or in connection with these Terms, will be governed and construed in accordance with the law of England and Wales. Each party irrevocably agrees, for the sole benefit of the Seller that, subject as provided below, the courts of England shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. Nothing in this clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.