1. ABOUT US
We are Pierce Protocols Limited trading as HENI (“HENI” “we” “our” or “us”), a limited liability company registered in England and Wales under company number 05613954. Our registered office is at 126-134 Baker Street, London, England, W1U 6UE and our VAT number is GB 880 0793 13.
You can contact us at [email protected] .
CHECK RESTRICTIONS ON PURCHASE: there are restrictions on the trade of artworks to Russia under applicable sanctions and anti-money laundering regulations and therefore the use of our Service may be restricted. See clause 15 for details.
2. ABOUT US AND THESE TERMS
This website (“Site”) enables the owner of a non-fungible token from the Great Expectations collection by Damien Hirst (“NFT”) to burn their NFT and purchase a physical print of the digital artwork associated with the NFT (each an “Artwork”). The number of Artworks ordered will determine the final size of the edition.
This Terms of Service is a binding agreement that governs your access to and use of the Site, the burning of the NFTs and purchase of the Artworks offered through the Site, together with the use of the software and services provided by us in connection with such burning and purchase (collectively, the "Service").
Please refer to our Privacy Policy for information about how we collect, use and share information about you.
3. BURNING OF NFT AND PURCHASE OF ARTWORKS
3.1. The owner of an NFT can burn the NFT and purchase an Artwork during a fixed time period (“Burn Period"). Details of the Burn Period shall be made available on the Site. You will be able to burn your NFT and purchase an Artwork on any date during the Burn Period.
3.2. You may only purchase one Artwork for each NFT. Once you have purchased an Artwork, you must burn your NFT in order to complete the transaction.
3.3. You acknowledge and agree that once the smart contract has been executed in connection with the burning of an NFT, it cannot be reversed and therefore you cannot reclaim the NFT or receive a refund (subject to the right to cancel the purchase of an Artwork set out in clause 8).
3.4. It is your responsibility to make sure that you input the correct information during the burn process. Any errors cannot be corrected after the NFT has been burned. Since transactions are irreversible on the blockchain, your NFT will be irretrievable, and you will not be able to receive your Artwork. For example, if you have inputted the incorrect delivery address, the Artwork will be delivered to that address and you cannot reclaim your burned NFT.
3.5. We will not be responsible or liable to you or any other party for errors or failures to burn an NFT, including, without limitation, errors or failures caused by: (i) your failure to follow our instructions; (ii) any incorrect information submitted by you during the burn process (iii) any loss of connection to our Site or Service unless caused by our gross negligence; (iv) a failure of any software or device used by you as part of the burn process; or (v) any other failure to execute the burning of your NFT or for errors or omissions in connection with this activity unless caused by our gross negligence.
3.6. Upon your burning of the NFT, your rights and interest in the NFT and digital artwork associated with it immediately and automatically terminate.
3.7. Your NFT must be on the Palm blockchain in order to burn it and purchase the Artworks. It is your responsibility to move your NFT to the Palm blockchain in order to use the Service.
4. WHEN WE ACCEPT ORDERS
4.1. For all orders, once your order has been placed, we will send you an acknowledgment by email providing you with a customer order number and the cost of your order. This email is an acknowledgement that we have received your order and does not constitute acceptance of your order by us.
4.2. Unless we have notified you that we do not accept your order, or you have cancelled your order in accordance with the cancellation procedures set out below, our acceptance of your order will take place when we notify you that the Artwork ordered by you is ready to be dispatched, at which point a contract will come into existence between you and us.
4.3. We may be unable to accept your order. This might be because we are unable to obtain authorisation for your payment or we identify an Artwork error or a pricing error. If, for whatever reason, we do not accept your order, we will notify you of this and will refund to you any amounts that you have already paid to us for the Artwork.
5. DESCRIPTION AND CONDITION OF ARTWORKS AND INTELLECTUAL PROPERTY
5.1. We will take all reasonable care to ensure that prices of Artworks appearing on our Site are correct at the time that the relevant information is entered onto the system. Although we aim to keep the Site as up to date as possible, the information on the Site at a particular time may not always reflect the position exactly at the moment when you place your order.
5.2. Please note that all dimensions are approximate and illustrations and images are for identification and illustrative purposes only. Whilst we make every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the Artworks. Artworks purchased may vary from the images shown.
5.3. You acknowledge that descriptions of Artworks are not warranties and that each Artwork is sold ‘as is.’ Information provided in respect of any Artwork, including in the online descriptions and whether written or oral is a statement of our opinion and not a representation of fact.
5.4. The intellectual property rights in each Artwork is owned by the artist who created it, or any third party to whom such rights have been transferred by the artist, and you shall have no right, title or interest in or to the intellectual property rights in any Artworks purchased by you using the Service.
6. PRICE AND PAYMENT
6.1. All prices and charges are shown in United States Dollars. The actual amount to be paid in your home currency will be determined by the exchange rate used by your bank or credit card company when you are actually charged. We are not responsible for any exchange rate fees charged by your bank or credit card company, and such amounts are not charged by or received by us.
6.2. The purchase price of each Artwork will be the price indicated on the Site.
6.3. All prices, fees and charges indicated on the Site are exclusive of any applicable VAT payable in connection with the purchase. If any such VAT applies, it will be charged at the current rate unless otherwise stated.
6.4. The costs of shipping the Artworks will be payable by you and will be calculated once you provide a delivery address.
6.5. In addition to the amounts payable to us, you are responsible for paying any taxes, customs duties and fees levied by local customs authorities ("Import Duties and Taxes") which are triggered when the Artworks are shipped to the country you designate. Where Import Duties and Taxes are due, you are solely responsible for paying them. We do not collect and pay Import Duties and Taxes on your behalf. You will need to pay any amounts due directly to the applicable customs authority. We are not able to offer any guidance on Import Duties and Taxes and we recommend that you contact your local customs office for details. Failure to pay the applicable Import Duties and Taxes means you may not be able to receive your Artworks. We will have no liability to you in such event.
6.6. It is possible that, despite our best efforts, the Artworks on the Site may be incorrectly priced. If we accept and process your order where a pricing error could reasonably have been recognised by you as a mispricing, we may end the contract, refund to you any sums already paid and require that you return the Artwork to us.
6.7. Payment may be made by any of the methods specified on our Site. You must pay for an Artwork and burn your NFT before we dispatch the Artwork to you.
7. DELIVERY OF ARTWORK
7.1. We will arrange for fabrication of the purchased Artworks once the Burn Period has expired. We estimate that the earliest completion date for fabrication will be 4 months from the closing date of the Burn Period or as otherwise notified on the Site.
7.2. We will deliver your purchased Artwork to you by no later than four weeks after the date on which the contract is formed, unless otherwise stated. Delivery will only be made once full payment for the Artwork has been received from you. We are not responsible for any delays or additional charges resulting from destination customs clearance processes. Timing may be impacted by Covid-19 restrictions or delays.
7.3. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Terms of Service that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”). If an Event Outside Our Control takes place that affects the performance of our obligations under this Terms of Service (i) we will contact you as soon as reasonably possible to notify you; and (ii) our obligations under this Terms of Service will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Artworks to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
7.4. Orders shall be delivered to the address indicated by you at the time of ordering, save that we will only deliver to those countries found on the list shown on our Site at the time of ordering and we do not deliver to P.O. boxes. We cannot be liable for any loss suffered by you as a result of you supplying us with incomplete or inaccurate delivery information. We are unable to redirect orders once the Artworks have been dispatched.
7.5. In the event that no one is available at your address to take delivery, a notice shall be left informing you of how to rearrange delivery or indicating from where the Artwork may be collected. If you do not take delivery or collect the Artwork within a reasonable time, we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and charge you a reasonable amount by way of compensation for the costs that we incur as a result.
8. CANCELLATION AND RETURNS FOR CONSUMERS
8.1. If you are a consumer you have a legal right to cancel your purchase of an Artwork at any time prior to delivery or within 14 days of delivery having been made (starting with and including the day after you receive the Artwork). This right, under the Consumer Contracts Regulations 2013, is explained in more detail in these terms.
8.2. To exercise your right to cancel, please contact us before the end of the 14 day period informing us of your wish to cancel and providing details of your name, address, contact details, customer order number, the date on which your order was placed and the Artwork to be returned. You may use the cancellation form in the Schedule to this Terms of Service, but you do not have to. Any notice given by you after the 14 day time limit will not be effective to cancel your order.
8.3. If you cancel your order after the Artwork has been dispatched to you (or at a time when it is too late for us to prevent it being dispatched), you must return it to us at Pierce Protocols Ltd, 29-35 Lexington Street, London, W1F 9AH or such other address as we may specify) by recorded delivery within 14 days of notifying us that you wish to cancel the contract. You must retain the recorded delivery receipt for your own purposes in order to provide proof to us that you have returned the Artwork should this be required. You are responsible for ensuring that the Artwork is adequately protected during transit, bearing in mind its nature and value. Artworks must be returned in a saleable condition. We ask that you return the Artwork in the same packaging.
8.4. If you exercise your right to cancel set out in this clause, you must pay the costs of return.
8.5. If you exercise your right to cancel, we will refund you the purchase price and delivery costs but subject to any applicable deductions as described in clause 8.6 below. The refund will be made to you by the method you used for payment. All refunds will be made in United States Dollars. The actual amount to be paid in your home currency will be determined by the exchange rate used by your bank when you are actually charged. All currency exchange fees, remittance fees or other charges payable in connection with payments by you shall be borne by you.
8.6. In calculating the amount to be refunded to you:
8.6.1. the maximum amount that we will refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer.
8.6.2. we may make deductions to reflect any reduction in the value of the Artwork that is the result of unnecessary handling of the Artwork by you. If we make the refund to you before we are able to inspect the Artwork and later discover that you have handled it unnecessarily, you must pay us an appropriate amount.
8.7. We will process any refunds due to you within 14 days from the day on which we receive the Artwork back from you or, if earlier, the day on which you provide us with evidence that you have sent the Artwork back to us in accordance with this Terms of Service. We will notify you by email once your refund has been processed.
8.8. Nothing in this clause affects any of your rights to reject an Artwork other than in accordance with your right to cancel under this clause. If you wish to exercise a right to reject an Artwork, you must notify us and return the Artwork to us in accordance with clause 8.2.
8.9. You acknowledge and agree that your right to cancel under this clause 8 applies to the purchase of the Artwork only. Since transactions are irreversible on the blockchain, once you burn your NFT, it is irretrievable and cannot be reclaimed.
9. OWNERSHIP AND RESPONSIBILITY
9.1. You will own the Artwork from the time when the contract between you and us is made. Ownership will immediately revert to us if we refund the price you have paid for the Artwork.
9.2. The risk in and responsibility for the Artwork will transfer to you from the time we deliver it to the address provided by you (or if we agree that you may commission a carrier rather than selecting one from a range offered by us, risk transfers to you on delivery to that carrier).
9.3. You are responsible for insuring the Artwork from the point at which risk transfers to you.
10. COMPLAINTS
If you have any questions or complaints about the Artwork or our Service please email us at [email protected].
11. USE OF OUR SITE AND THE SERVICE
11.1. We are the owner or the licensee of, or have a valid right to use, all intellectual property rights in the Service and in the images, photographs, illustrations and other content created by us or for us or featured in connection with our Service (including the look and feel, design and graphics of the Site). All such rights are reserved to us. Except as permitted by law, you must not reproduce, distribute, transmit, disseminate, create derivate works of, perform, display or otherwise use in any way any material (or part thereof) on our Site or obtained via our Service.
11.2. If your use of the Service breaches this Terms of Service, your right to use our Service will cease immediately and you must, at our option, return or destroy any copies or other infringing material so created.
11.3. We may update and change the Service from time to time, including making changes to the Artworks available via it, and do not guarantee that the Service, or any content on it, will always be available or be uninterrupted. Access to the Site is permitted on a temporary basis and we may suspend, withdraw, discontinue or change all or part of the Service (including the Site) without notice to you. We reserve the right to restrict the availability of all or part of the Service at our discretion. We shall not be liable to you or any third party for any modification to or withdrawal of the Service.
11.4. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
11.5. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to the Site on any website that is not owned by you and you must not frame the Site on any other website.
11.6. We reserve the right to withdraw linking permission without notice.
11.7. Where our Site contains links to other websites and resources provided by third parties, these links are provided for your convenience and information only. Such links should not be interpreted as endorsements by us of those linked websites. We have no control over the contents of those websites and disclaim any liability, and accept no responsibility, for the content of any website referred to or accessed through our Site.
11.8. If you choose, or you are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential and must not disclose it to any third party. We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of this Terms of Service.
11.9. If you know or suspect that anyone other than you knows your username or password, you must promptly notify us at the email address given in clause 1 above.
12. BLOCKCHAIN AND SMART CONTRACTS - RISK OF USE
12.1. Transactions that are made through the Service utilise experimental technology, including cryptographic systems such as smart contracts, blockchain, NFTs, cryptocurrencies, the Interplanetary file system ("IPFS") and decentralized or peer-to-peer networks and systems. You acknowledge and agree that you understand and accept that all such technology is experimental, that there are inherent risks associated with its use, and that we are not liable or responsible for any resultant errors, failures, risks, or vulnerabilities.
12.2. The Service, Palm blockchain and NFTs could be impacted by regulatory actions, legislation or proposed legislation or policies which could limit or restrict your ability to access the Service, the Palm blockchain, your NFT or your ability to burn your NFT. You acknowledge and agree that you that understand this risk.
12.3. You acknowledge and agree that we are not liable or responsible for any error, failures, risks, or vulnerabilities arising out of the use of the Service, smart contracts, blockchain, NFTs, cryptocurrencies, IPFS and associated networks and systems (including, but not limited to your ability to access the Service, your NFT or your ability to burn your NFT).
12.4. You acknowledge and agree that we are not liable or responsible for errors or failures caused by you, such as forgotten passwords or mistyped addresses.
12.5. The burning of NFTs that take place through the Service are executed by one or more smart contracts on the Palm blockchain. Smart contracts may be subject to malfunctions, errors, including programming errors, hacking and theft, or changes to the protocol rules of the Palm blockchain which can adversely affect the smart contracts and may expose you to a variety of risks of loss, including the risk of loss of your NFT or loss of opportunity to burn your NFT. You acknowledge and agree that you that understand this risk.
12.6. You acknowledge and agree that once the smart contract has been executed in connection with the burning of an NFT, it cannot be reversed and therefore there are no refunds (subject to the right to cancel the purchase of Artwork set out in clause 8).
12.7. You acknowledge and agree that you will access and use the Service at your own risk. We are not liable and accept no responsibility in connection with your use of the Service and transactions facilitated by it.
12.8. The Service and the Palm blockchain may experience cyber-attacks and unauthorized third-party activities (including, but not limited to, the use of viruses, phishing, sybil attacks, mining attacks, 51% attacks, and brute forcing), unexpected surges in activity, or other operational or technical difficulties (including weaknesses in our own security) and malfunctions that may cause interruptions to or delays with the Service. You acknowledge and agree that we are not liable for any of the foregoing or any other attacks, or for any damage, losses or interruptions caused by any viruses that may affect your computer or other equipment, or your wallet. You further acknowledge and agree that such attacks may impact your ability to access the Service or your ability to burn your NFT.
12.9. You acknowledge and agree that transacting with NFTs may expose you to certain regulatory risks, including those relating to the tax treatment of NFTs or cryptocurrencies, and whether NFTs might be deemed securities or another regulated class of assets.
12.10. We do not own or control the Palm blockchain, or any other third-party Site or service that you might access, visit, or use for the purpose of enabling you to use the Service. You acknowledge and agree that we will not be liable for the acts or omissions of any such third parties or third-party services, nor will we be liable for any loss or damage that you may suffer as a result of your transactions or any other interaction with any such third parties or third-party services.
12.11. You acknowledge that you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of, blockchain technology, NFTs, digital assets, digital wallets, and cryptocurrencies to understand this Terms of Service and to appreciate the risks and implications of burning NFTs. You acknowledge and agree that you have obtained sufficient information to make an informed decision to burn an NFT, including (if you choose to do so) reviewing the code of the smart contract, the NFT metadata, and the NFT, and fully understand and accept the functions of the same and any underlying risks.
12.12. You acknowledge and agree that your burning of an NFT and purchase of an Artwork complies with applicable laws and regulation in your jurisdiction.
12.13. You acknowledge and agree that certain information about your transaction may be publicly available on the Palm blockchain.
13. OUR LIABILITY AND GENERAL DISCLAIMERS
13.1. References to liability in this clause 13 include every kind of liability arising under or in connection with this Terms of Service, including, but not limited to, liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.2. No provision in this Terms of Service shall be deemed to exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence, our liability for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.
13.3. Subject to clause 13.2, our total liability to you in connection with the burning of an NFT and the purchase of an Artwork, including any claim in connection with the Artwork, and your use of the Service, shall be limited to the purchase price of the Artwork. You acknowledge and agree that your agreement under this Terms of Service is directly with Heni, and that no other party associated or working with Heni shall have any liability to you, including, without limitation, Damien Hirst. Any claims you may have can be brought only against Heni.
13.4. Subject to clause 13.2, under no circumstances will we be liable to you for: (a) any loss of profits, sales, business, savings (including anticipated savings) or revenue; (b) wasted expenditure (c) loss or corruption of data, information or software; (d) loss of business opportunity; (e) loss of goodwill; (f) any indirect or consequential loss (g) any damages due to errors by you (such as forgotten passwords or mistyped addresses); (h) any damages due to errors by us (such as incorrectly constructed transactions or incorrectly programmed NFTs); (i) any damages due to mining attacks, cybersecurity attacks, weaknesses in our security, blockchain malfunctions or other technical errors, or telecommunications failures; (j) any damages due to unfavourable regulatory determinations or actions in one or more jurisdictions (including with respect to NFTs or cryptocurrencies) or taxation of NFTs or cryptocurrencies; (k) any damages relating to your inability to access the Service, your NFT or your inability to burn your NFT, (l) any damages arising from any third-party providers, including third-party providers that may mint the NFTs and/or store the NFTs even where such third-party providers were retained by Heni; (m) any damages arising from any personal information disclosure; (n) any damages arising from any unauthorised third-party activities, including without limitation the introduction of viruses or other malicious code, the use of phishing, Sybil attacks, 51% attacks, brute forcing, changes to the protocol rules of the blockchain (i.e., "forks"), or other means of attack that affect, in any way, any NFT; in each case of (a) – (n) arising out of or in any way related to the use of the NFTs or otherwise related to this Terms of Service, regardless of the form of action, whether based in contract, tort, or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).
13.5. We do not give any representation or warranty or assume any liability of any kind whatsoever, express or implied, in connection with this Terms of Service, the Service, the NFTs or the Artworks except to the extent such representations and warranties cannot be excluded under applicable law, and no statement anywhere whether oral or writing shall be deemed to be such a representation or warranty.
13.6. The laws of some countries do not allow some or all of the disclaimers, limitations or exclusions described above. This is especially so if you are a consumer. If these laws apply to you, some or all of the above disclaimers, limitations or exclusions may not apply to you and you might have additional rights.
13.7. We are not responsible for any loss caused by or resulting from confiscation of a shipment of an Artwork to any foreign country or state or risks of restricted transportation by any government or authority.
13.8. We shall have the right, but not the obligation, to cancel a sale without notice to you if we reasonably believe that completing the sale is or may be unlawful or that the sale puts us under any liability to any third party or may damage our reputation. Upon notice of our election to cancel the sale, you will promptly return the Artwork to us and we will then refund the total amount paid by you to us in respect of the sale. The refund shall constitute your sole remedy and recourse against us with respect to such cancelled sale.
14. PERSONAL INFORMATION
We will only use your personal information as set out in our Privacy policy.
15. RESTRICTIONS
15.1. We are not permitted to export, supply, deliver, make available and transfer any Artworks to, or for use in, Russia or to a person connected with Russia, in accordance with sanctions and anti-money laundering laws and regulations of the United Kingdom and any other applicable governmental authority (“Sanctions Laws”). Shipping is not currently possible to Russia and you will not be permitted to buy an Artwork from us if such purchase would be in breach of Sanctions Laws.
15.2. You acknowledge and agree that you are not purchasing any Artworks for the purpose of supplying or delivering them to Russia, or making them available for use in Russia or to a person connected with Russia. A person is ‘connected with’ Russia if the person is (i) an individual who is (or an association or combination of individuals who are) resident in Russia; or (ii) an individual who is (or an association or combination of individuals who are) located in Russia, or (iii) a company or organization which is incorporated or constituted under the law of Russia, or is domiciled in Russia.
16. FINAL PROVISIONS
16.1. We may amend this Terms of Service from time to time. Every time you wish to use our Site, please check this Terms of Service to ensure you understand the terms that apply at that time.
16.2. We may transfer any of our rights and obligations under this Terms of Service to another organisation. You may only transfer your rights and obligations under this Terms of Service if we agree in writing.
16.3. If a court invalidates some of this Terms of Service, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.
16.4. If you breach this Terms of Service and we take no action against you, we will still be entitled to use our rights and remedies in any other situation where you breach this Terms of Service.
16.5. This Terms of Service constitutes the entire agreement between us in relation to your use of the Service.
16.6. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on our behalf which is not set out in this Terms of Service and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Terms of Service.
16.7. This Terms of Service and its subject matter and formation (and any non-contractual disputes or claims) shall be governed by the laws of England and Wales.
16.8. Any disputes relating to this Terms of Service shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
SCHEDULE
MODEL CANCELLATION FORM
(Complete and return this form only if you wish to withdraw from the contract)
To [TRADER'S NAME, ADDRESS, TELEPHONE NUMBER AND, WHERE AVAILABLE, FAX NUMBER AND E-MAIL ADDRESS TO BE INSERTED BY THE TRADER]
I/We [] hereby give notice that I/We [] cancel my/our [] contract of sale of the following Artworks []/for the supply of the following service [*],
Ordered on []/received on [],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
Date