Mearto Seller’s Agreement

WHEREAS, Mearto is in the business of providing online appraisals of fine art, antique and collectible items on the website, https://mearto.com

WHEREAS, Mearto is also in the business of providing an online marketplace for sellers and buyers of artworks and antiques to buy and sell works of art, antiques and collectibles;

WHEREAS, the seller wishes Mearto to list a work of art / antique / collectible on Mearto’s online marketplace in accordance with the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Services provided

    1. The seller hereby engages Mearto to list their work of art / antique / collectible (collectively known as “item”) on Mearto’s online marketplace (the “Services”), which is accessed by a number of dealers and professional buyers, and to facilitate the sale and payment for such item.
  2. Term

    1. The term of this Agreement (the "Term") will begin today and remain in full force and effect during the seller’s use of the online marketplace and for any sale made on in marketplace.
    2. There are no fees required to list an item on the marketplace. Notwithstanding, the seller has no recourse against Mearto if an item listed does not sell.
    3. Mearto may terminate use or access to the marketplace if the seller has breached any terms of this agreement or abuses the access / use of the marketplace, for example, using disrespectful or offensive language when communicating with other users.
  3. Mearto’s Obligation

    1. Mearto agrees to take all necessary steps to provide adequate service to the seller.
    2. Mearto agrees to duly notify the seller of any changes and/or requirements to its services or any major changes to the Mearto’s website that may affect the seller or the sale of the item.
    3. Mearto agrees to respond to all queries from the seller within a reasonable timeframe.
  4. Seller’s Obligations

    1. The seller shall ensure that the description of the item provided on the online marketplace is not misleading, ambiguous or vague.
    2. The seller warrants and confirms that the item displayed on the online marketplace shall be the same which is sold and shipped to the buyer. The seller also warrants that they have the lawful right to sell such item.
    3. The seller may be required to set up an account on the online marketplace. The seller represents and warrants that:
    4. all information submitted is accurate and truthful;
    5. they have the legal right to provide payment information where required; and
    6. they will keep this information accurate and up to date.
    7. The seller agrees to keep all communication with potential buyers strictly on Mearto’s platform.
    8. The seller shall be responsible for setting an asking price for the item listed on the marketplace, however, the seller understands that such price is open to negotiation from potential buyers.
    9. The seller agrees to respond to requests for further information or additional pictures of the item from potential buyers within a reasonable timeframe.
    10. In the event that a fake or forged item is detected, it shall not be displayed in the online marketplace, it shall be taken down immediately and the seller shall be banned from using the online marketplace indefinitely.
  5. Payment

    1. The seller agrees to pay Mearto a 7% transaction fee (the “transaction fee”) for any item sold on the marketplace. The transaction fee shall be automatically deducted from the payment made by the buyer.
    2. All payments shall be handled by Mearto via Stripe.
    3. Stripe shall hold all payments made by the buyer in a secure account for 30 days after the shipment has been confirmed by the seller. Following the 30 days, if a refund has not been requested by the buyer, Mearto will remit payment to the seller’s bank account (which the seller has provided to Stripe) after the deduction of the transaction fee.
    4. The seller will be responsible for all income tax liabilities or similar contributions related to the purchase of the item, and the seller will indemnify Mearto in respect to any such payments required to be made by the seller.
  6. Shipping and Delivery Policy

    1. The seller shall be responsible for packaging and arranging delivery of the item to the buyer. The seller will be responsible for paying all shipping costs and related expenses.
    2. The seller agrees to secure adequate insurance for the item and assumes responsibility for any damage(s) that should occur during the transportation of the item to the buyer. Should the buyer receive a damaged item, the buyer is to contact the seller immediately with photo evidence, and such matter shall be resolved independently between the buyer and the seller.
    3. The seller shall provide a tracking number once the item has been shipped. The buyer’s signature will be required on delivery. The buyer shall be available to provide such signature or request an alternative address or safe place to deliver the item. If the buyer requests an alternative address (e.g. a neighbor’s address) or a safe place for the item to be delivered, the buyer shall bear the risk of any damage to the item once delivered to such alternative address or safe place. The buyer shall provide notification to Mearto and the seller when the item has been received.
    4. Any estimated delivery date provided once the item has been shipped is estimated and should not be considered the confirmed date of delivery.
  7. Return and Refund Policy

    1. If the buyer is unsatisfied with the item received from the seller and wishes to return the item for any reason, the buyer has 30 days from the date the seller provides shipping details, i.e. tracking number to contact Mearto and request a return / refund.
    2. The buyer shall be responsible for packaging and arranging return delivery of the item to the seller. The buyer will be responsible for paying all return shipping costs and related expenses.
    3. The buyer agrees to secure adequate insurance for the item and assumes responsibility for any damage(s) that should occur during the transportation of the item back to the seller. Should the seller receive a damaged item, the seller is to contact the buyer immediately with photo evidence, and such matter shall be resolved independently between the buyer and the seller.
    4. The buyer shall provide a tracking number once the item has been shipped. The seller’s signature shall be required on delivery. The seller shall be available to provide such signature or request an alternative address or safe place to deliver the item. If the seller requests an alternative address (e.g. a neighbor’s address) or a safe place for the item to be delivered, the seller shall bear the risk of any damage to the item once delivered to such alternative address or safe place. The seller shall provide notification to Mearto when the item has been received.
    5. Any estimated delivery date provided once the item has been shipped is estimated and should not be considered the confirmed date of delivery.
    6. Mearto will remit the full purchase price of the item to the buyer once the seller has confirmed by signature on delivery that the item has been returned by the buyer. In the event that the item is not received within 30 days of the return request, payment shall be automatically remitted to the seller.
  8. Confidentiality

    1. Confidential information (the "Confidential Information") refers to any data or information relating to the seller which would reasonably be considered to be proprietary to the seller and the release of that Confidential Information could reasonably be expected to cause harm to the seller.
    2. Mearto agrees that it will not disclose, divulge, reveal, report or use, for any purpose except providing the service herein this agreement, any Confidential Information which Mearto has obtained under this agreement from the seller. The obligations of confidentiality will apply during the Term of this agreement and will survive indefinitely upon termination of this Agreement.
    3. The seller agrees to keep all confidential information provided by the buyer secure and protected under relevant privacy policy laws. The seller shall not divulge, disclose or report any such information to any third-party except in providing services to the buyer or upon a subpoena or court order.
  9. Ownership

    1. Ownership of the item shall remain that of the seller until delivered and accepted by the buyer.
    2. Ownership of the item shall automatically transfer to the buyer once accepted (by signature on delivery) except when a return / refund has been requested by the buyer.
  10. Independent Contractor

    1. In providing the Services under this Agreement, it is expressly agreed that Mearto is acting as an independent contractor and not as an employee. The seller and Mearto acknowledge that this Agreement does not create a partnership or joint venture or a franchise between them and is exclusively a contract for service.
  11. Notice

    1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the email address provided below:
    2. a) [email protected] (Mearto’s email address)
    3. b) (Seller’s email address used to create a Mearto account)
    4. or to such other address as either Party may from time to time notify the other.
    5. Any amendment or modification of this Agreement or additional obligation assumed by any Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
  12. Limitation of Liability

    1. To the maximum extent permitted by law, Mearto accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the online marketplace or the service(s) provided on it.
    2. The seller should be aware that they use the online marketplace and its Content at their own risk. Mearto accepts no liability for any disruption or non-availability of the online marketplace resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
    3. While Mearto does its best to maintain the operation of the online marketplace for the Service(s), the buyer understands that the online marketplace may be temporarily suspended for operational reasons (e.g. for repairs, planned maintenance or upgrades). Mearto shall endeavor to restore the Service as soon as reasonably possible after any suspension.
    4. Mearto shall not be held liable for any non-payment or other negligence on behalf of buyers on the website. The seller shall pursue any such buyer personally for such negligence. Thus, it is advised that the seller confirms from Mearto that a buyer has made payment before shipping the item. If a buyer makes an offer, but does not send payment, Mearto is not responsible for collection.
    5. The seller agrees to be held personally liable for fake or sub-standard items sold on the marketplace.
    6. The seller understands and agrees that Mearto is under no obligation to list or sell any and all of the seller’s items. Mearto may, at its discretion, and at any time remove any item from the online marketplace and / or ban sellers from the marketplace.
  13. Assignment

    1. The seller may not assign or otherwise transfer its obligations under this Agreement to any third-party.
  14. Dispute Resolution

    1. Any dispute arising from this Agreement between the seller and Mearto shall be resolved through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted by an expert arbitrator in Denmark, or as agreed upon by the parties.  
    2. Mearto encourages buyers and sellers to try and settle conflicts amongst themselves. The means and method of resolving such dispute shall be as agreed by the buyer and seller.
  15. Severability

    1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  16. Waiver

    1. The waiver by any Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Parties will not be construed as a waiver of any subsequent breach of the same or other provisions.
  17. Governing laws

    1. This Agreement shall be construed and enforced pursuant to the laws in Denmark. The parties agree to submit to the jurisdiction of the courts in Denmark.