COMMERCIAL CONDITIONS OF THE PLATFORM
The Platform accessible at https://www.minteedlab.com/ offers an intermediation service between professional Creators (hereinafter “Creators”) and consumer or professional Collectors (hereinafter “Collectors”) for the sale of non-fungible tokens (hereinafter “NFTs”).
These Commercial Conditions govern the purchase of NFTs marketed by Creators to Collectors (hereinafter collectively referred to as “the Parties”) through the Platform.
SECTION 1. DEFINITIONS
The terms used in this document are defined as follows:
- “Asset”: refers to any type of work (photograph, video, music, etc.) created by an Artist and backed by an NFT offered by a Partner on the Platform;
- “Beneficiary”: means any third party authorized by the Creator to collect all or part of the revenues generated by the sale of an NFT, through the Smart-Contract ;
- “Blockchain”: means the Tezos Blockchain, published and operated by the Tezos Foundation, a company incorporated under the laws of Switzerland, whose registered office is at Dammstrasse 16, 6300 Zug, Switzerland;
- “Collection” means any collection of NFTs created by the Partner on the Platform;
- “Collector” means any person who guarantees to be a consumer as defined by French law and jurisprudence, who accesses the Platform and who may purchase an NFT from a Partner. In this respect, it is expressly provided that the Collector is a natural person who acts for purposes that do not fall within the scope of his commercial, industrial, craft, liberal or agricultural activity;
- “Commission” : means the commission charged by MINTEED on the NFT Price;
- “Commercial Conditions of the Platform” : means the Commercial Conditions applicable to the sale of the NFTs between the Creator and the Collector, in case of absence, gap or contradiction between the Specific Terms and Conditions of the Creator, if any, and the present Commercial Conditions;
- “Content”: refers to all the Assets, information, texts, logos, brands, animations, drawings and models, photographs, images, data and generally all the elements and content of the Partner published on the Platform according to the terms, form and conditions proposed to it in the context of the Services;
- « Creative Asset Manager » or « CAM » : means any legal entity that has subscribed to a Partnership Agreement, that uses the Platform to offer for sale NFTs associated with an artist’s Asset and that holds all the necessary rights and authorizations to do so;
- “Creator” or “Partner”: means the MINTEED’s partner who has entered into a Partnership Agreement and uses the Platform to display its Assets, manage its Collections and sell NFTs or otherwise act as Creative Asset Manager;
- “Data Controller” means the person who determines the means and purposes of data processing; • “Incomes” means the NFT Price and/or the Resale Right;
- “Mint” means the technical operation of creating the NFT on the Blockchain;
- “NFT” means the Non-Fungible Tokens offered by the Creator, before or after the Mint, through the Platform and associated with an Asset;
- “NFT Form”: means the commercial offer linked to an NFT, which must provide all the essential information required by law;
- “NFT Price” means the selling price of the NFT on the Primary Market or Secondary Market, as paid by the buyer of the NFT to the seller of said NFT ;
- “Partnership Agreement”: means the contractual conditions governing the provision of Services by MINTEED to Creators;
- “Parties»: means the Creator and the Collector being the two parties to the Sales Contracts;
- “Personal Data”: means any data that can directly or indirectly identify a natural person (e.g. public address, email address, etc.);
- “Platform” means the online Platform accessible in SaaS mode at the following address: https://www.minteed-lab.com/ . The Platform includes all the web pages, Services and features offered to Creators;
- “Pool”: means the pool of NFTs constituted by the Partner on the Platform ;
- “Profile”: refers to the Creator’s profile on the Platform, accessible to other Users and on which its Collections are displayed;
- “Primary Market” means the sale of NFT on the Platform between Creators and Collectors;
- “Public Address”: means the public address of the Wallet on the Blockchain ;
- “Resale Right”: means the percentage of the NFT Price paid to the Creator and/or the Beneficiary in case of sale of the NFT on the Secondary Market;
- “Sales Contract”: means the contract concluded between the Partner and the Collector and relating to the sale of NFTs through the Platform. The Sales Contract is composed in particular of the Platform’s Commercial Conditions, the NFT form, and Specific Terms and Conditions of the Creator;
- “Secondary Market”: means the subsequent resale of NFTs created on the Platform by the Collector to a third party on the Blockchain, whether or not such subsequent resale is made through the Platform;
- “Services”: refers to all the services offered by MINTEED to Partners through the Platform;
- “Smart Contract”: means the protocol running on the Blockchain and allowing the automatic execution of transactions relating to NFTs created and sold through the Platform;
- “Specific Terms and Conditions of the Creator”: means any general terms and conditions of sale specific to the Creator negotiated with the Collector and governing the distance selling of its NFTs ;
- « Tezos »: refers to the cryptocurrency that enables transactions to be made using the Blockchain (https://tezos.com/tez/ );
- « Wallet »: means the decentralized electronic wallet used to store and exchange NFTs. It is specified that the Wallet is not provided by MINTEED and is used by the Partner under its sole responsibility.
- « Whitelist »: means the list of Creators authorized by MINTEED to pre-Mint Assets on the Platform.
SECTION 2. PURPOSE
These Commercial Conditions are proposed to harmonize the commercial policy applicable to sales of NFTs on the Platform. The Commercial Conditions shall apply in the event of any absence, gap or contradiction between the Specific Terms and Conditions of the Creator, and the present Commercial Conditions. The documents will thus prevail in the following order:
- NFT Form;
- Specific Terms and Conditions of the Creator;
- Commercial conditions of the Platform;
MINTEED acting as a simple technical intermediary, its role is limited to the hosting of the Creators’ Contents on the Platform and their connection with the Collectors. Thus, MINTEED is not a party to the Sales Contract between the Parties.
SECTION 3. ACCEPTANCE OF THE COMMERCIAL CONDITIONS
Prior to the purchase of an NFT, the Collector declares that he/she has full legal capacity, allowing him/her to commit and conclude any possible Sales Contract. By confirming the purchase of the NFT, the Collector acknowledges having read, understood, and accepted the Commercial Conditions without limitation or condition.
SECTION 4. INFORMATION REGARDING THE COLLECTOR
To purchase an NFT from the Creator, the Collector must connect his Tezos Wallet to the Platform.
The Collector declares prior to the purchase of the NFT that the purchases he/she makes on the Platform are not directly related to his/her professional activity and are limited to a strictly personal use.
The information that the Collector provides to the Creator at the time of purchase, and in particular his Public Address, must be complete, accurate and up to date.
The Creator reserves the right to ask the Collector to confirm, by any appropriate means, his/her identity, eligibility, and the information provided.
SECTION 5. PURCHASE PROCESS
Section 5.1 NFTs’ characteristics
The Creator undertakes to present in a clear, legible, and comprehensible manner the essential characteristics of the NFTs and the mandatory information that the Collector must receive under the applicable law.
These characteristics and information appear on the Creator’s NFTs Forms on the Platform. These NFT Forms contain in particular the description (nature, standard of the NFT on the Blockchain, date of publication, number in the Collection, price, Mint, premint, etc.) of the NFTs;
Consequently, the Collector undertakes to read them carefully before purchasing an NFT on the Platform.
The Collector acknowledges having verified the suitability of the NFTs for his/her needs.
The Creator guarantees that the NFTs that he/she markets through the Platform comply with the European and international legislation in force and with the standards applicable in France. In particular, the Creator warrants that it has all the rights and authorizations necessary to offer its NFTs for sale on the Platform.
Section 5.2. NFT purchase process
The purchase of an NFT is made through the Platform.
To purchase an NFT, the Collector must follow the steps described below.
5.2.1. NFT selection
The Collector shall select the NFT(s) of his choice by clicking on the NFT(s) concerned and choosing the desired quantity. The Collector is informed that the Creator may limit the number of NFTs that can be acquired by Public Address.
5.2.2. NFT purchase
Once the NFT is selected, the Collector must click on the “Mint” button to complete the transaction. The payment of the NFT is made from the Collector’s Wallet as he has connected it to the Platform. The Collector validates the payment of the NFTs by following the instructions on his Wallet, being reminded that this payment is made automatically through his Wallet.
5.2.3. Acknowledgement of receipt
Once all the steps described above are completed, a modal window appears on the Platform to acknowledge the Collector’s purchase and allow him to view his NFT.
The NFT Price is freely defined by the Creator, in compliance with the laws and regulations in force. The Creator is responsible for the NFT Price displayed on the Platform.
The NFT Prices are expressed in Tezos (XTZ) and are exclusive of taxes. Notwithstanding the foregoing, the NFT Prices do not include the Blockchain registration fees (hereinafter the “Gas Fees”).
The applicable NFT Price is the one indicated on the date of the purchase of the NFT by the Collector.
The Collector is informed that the NFT Price includes the MINTEED Commission as well as the Incomes of any Beneficiaries.
5.2.5. NFT availability
The NFT availability is displayed on the Platform and notably on the Creator’s Profile. The Collector is informed that the Creator may set up Pools of NFTs. The NFTs included in the Pool may only be sold to Collectors selected by the Creator.
5.2.6. NFT Mint
Except when the NFT has already been Minted, the payment of the NFT results in the Mint of the NFT on the Blockchain.
5.2.7. NFT delivery
Once the NFT has been paid for, the NFT is automatically made available to the Collector in his Wallet. The Collector is informed that the purchase of the NFT results in the transmission of a digital certificate, to the exclusion of any other medium. The Creator undertakes that the Asset as displayed on the Platform will be backed by this certificate.
5.2.8. Transfer of ownership and risk
The registration of the transaction on the Blockchain entails the transfer of ownership of the NFT and the associated risks to the Collector. The Collector is informed that the purchase of the NFT does not give him/her any ownership rights whatsoever over the material support of the Asset to which it is attached.
SECTION 6. PAYMENT
The payment is made directly via the Smart Contract by the Collector when validating his transaction. Given the specificities of the Blockchain, the payment will take place upon confirmation of the recording of the corresponding transaction on the Blockchain and will therefore be irreversible, which the Collector expressly accepts and acknowledges.
SECTION 7. RIGHTS GRANTED BY THE NFT
Section 7.1. Intellectual property rights on the Asset
The NFT is attached to the Asset published by the Creator on the Platform. By default, the purchase of the NFT does not entail any transfer of intellectual property rights on the Asset to which it is linked. The Creator guarantees that he/she holds all the rights and authorizations necessary for the sale of the NFT on the Platform, including the intellectual property rights which could be transferred according to the option chosen in the context of this acquisition.
However, as an exception, the Creator may choose to assign certain rights to the Asset that will be directly associated with the NFT acquired by the Collector.
This transfer of rights is clearly defined and made known to the Collector in the description of the NFT.
Section 7.2. Other rights attached to the NFT
The purchase of the NFT may allow the Collector, according to the description provided by the Creator on the NFT Form, to benefit from other utilities associated with the NFT (for example: access to specific goods or services).
SECTION 8. RIGHT OF WITHDRAWAL
As soon as the NFT is made available to the Collector directly after its purchase, the performance of the Sales Contract concluded between the Collector and the Creator is immediate and irreversible, which the Collector expressly accepts and acknowledges.
Consequently, the Collector acknowledges and accepts that his/her right of withdrawal may not be exercised, in accordance with Section L.221-28 paragraph 13 of the French Consumer Code, the provisions of which are set out below and of which he/she declares that he/she has expressly taken note.
Article L.221-28 paragraph 13 of the Consumer Code:
“The right of withdrawal may not be exercised for contracts:13° For the supply of digital content not provided on a material medium, the performance of which has begun after the consumer’s express prior agreement and express waiver of his right of withdrawal and if the contract subjects the consumer to an obligation to pay, when: (a) he has given his prior express consent for the performance of the contract to begin before the expiry of the withdrawal period; and b) he has acknowledged that he will lose his right of withdrawal (…)”.
Thus, the Collector gives his express consent for the execution of the Sales Contract to begin before the expiration of the withdrawal period (14 days) and expressly and irrevocably acknowledges that he will lose his right of withdrawal by accepting the present Commercial Conditions.
SECTION 9. NFT RESALE
The Collector is authorized to resell the NFTs on the Platform or on any other Platform compatible with the Blockchain.
In case of resale of the NFT on the Secondary Market, the Collector is informed that on each subsequent resale of the NFT:
- A Commission made known to the Collector will be due to MINTEED;
- The Resale Right will be due to the Creator and/or to any Beneficiary designated by the latter within the Smart Contract.
These sums will be paid automatically to the corresponding Wallet, via the Smart Contract.
SECTION 10. LEGAL WARRANTIES
In addition to the commercial warranties that the Creator may offer for some NFTs, all Collectors benefit from “legal” warranties, for all NFTs acquired, which are detailed in Appendix 1 of these Commercial Terms.
SECTION 11. LIABILITY
The Creator’s liability shall in no way be engaged in the event of non-performance or poor performance of contractual obligations attributable to the Collector, in particular at the time of purchase. It is reminded that:
- The Smart Contract makes the Sale Contract irreversible by its registration on the Blockchain ;
- The Creator has no influence on the Price of the NFTs on the Secondary Market, these prices being freely defined by the Collector.
The Creator shall not be held responsible or considered to have failed to comply with the present Commercial Conditions, for any delay or nonperformance of any of its obligations described herein, when the cause of the delay or nonperformance is related to a case of force majeure as defined by the jurisprudence of the French Courts and Tribunals.
In any case, it is reminded that MINTEED is a third party to the transaction and that it cannot be held responsible for the poor execution of the Sales Contract concluded between the Creator and the Collector.
SECTION 12. FORCE MAJEURE
The Creator shall not be liable if the non-performance or delay in the performance of any of its obligations described in these Commercial Conditions is due to force majeure.
Force majeure occurs in contractual matters when an event beyond the control of the debtor, which could not be reasonably foreseen at the time of the conclusion of the contract and the effects of which cannot be avoided by appropriate measures, prevents the debtor from performing its obligation (e.g. disappearance of the Blockchain).
If the impediment is temporary, the performance of the obligation shall be suspended unless the resulting delay justifies the termination of these Commercial Conditions. If the impediment is definitive, the Commercial Conditions shall be terminated by operation of law and the Parties shall be released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the French Civil Code.
If one of the aforementioned events occurs, the Creator shall endeavor to inform the Collector as soon as possible.
SECTION 13. PERSONAL DATA
From the moment the Collector is put in contact with the Collector who has purchased NFTs, the Creator shall be responsible for processing the Collectors’ Personal Data.
The Collector’s Personal Data is kept confidentially by the Creator, for the purposes of the Sales Contract, its execution and in compliance with the law, for a period of three (3) years from the end of the commercial relationship if the Collector has already purchased NFTs or from the last contact with the Creator otherwise.
It is reminded that the Collector whose Personal Data is processed has the right to access, rectify, update, portability and erasure of the information concerning him/her, as well as a right to limit the processing in accordance with Sections 49, 50, 51, 53 and 55 of the French Data Protection Act and the provisions of Sections 15, 16, 17 and 18 of the European General Regulation on the Protection of Individuals (RGPD).
In accordance with the provisions of section 56 of the Data Protection Act and article 21 of the RGPD, the Collector may also, for legitimate reasons, object to the processing of his/her Personal Data, without reason and without charge.
The Collector may also define the fate of his or her Personal Data after his or her death and choose whether the Creator shall communicate his or her Personal Data to a third party that the Collector shall have previously designated.
The Collector may exercise these rights by sending an e-mail to or by sending a letter to the Creator, where possible.
However, given the public and irreversible nature of the Blockchain, the Collector acknowledges and accepts that some of his/her data (public address, username, purchase, etc.) cannot be deleted or modified.
Finally, the Collector may also file a claim with the supervisory authorities, in particular with the CNIL (https://www.cnil.fr/fr/plaintes).
SECTION 14. INTELLECTUAL PROPERTY
All Contents published on his Profile is the property of the Creator or are Contents on which he has the necessary rights of use.
Any representation or reproduction, in whole or in part, of the Content, by any means whatsoever, without the Creator’s prior express authorization is prohibited and shall constitute an infringement punishable under the provisions of the French Intellectual Property Code.
The acceptance of the present Commercial Conditions of the Platform implies recognition by the Collector of the intellectual property rights of the Creator and commitment to respect them.
SECTION 15. CLAIMS
Any dispute in connection with the purchase of NFTs shall be settled directly between the Collector and the Creator, the only Parties to the Sales Contract.
SECTION 16. VALIDITY OF THE COMMERCIAL CONDITIONS
If any of the provisions of these Commercial Conditions should be declared null and void in accordance with a legislative or regulatory provision in force and/or a court decision having the force of res judicata, it shall be deemed unwritten but shall in no way affect the validity of the other provisions, which remain fully applicable.
Such a modification or decision does not authorize the Collectors to disregard the present Commercial Conditions.
SECTION 17. MODIFICATION OF THE COMMERCIAL CONDITIONS
These Commercial Conditions are dated accurately and may be modified and updated at any time. However, it is specified that the applicable Commercial Conditions are those in effect at the time of purchase. Thus, changes to the Commercial Conditions of the Platform will not apply to NFTs already purchased.
SECTION 18. JURISDICTION AND GOVERNING LAW
THE PRESENT COMMERCIAL CONDITIONS AS WELL AS THE RELATIONS BETWEEN THE COLLECTOR AND THE CREATOR ARE GOVERNED BY FRENCH LAW.
IN CASE OF DISPUTE, ONLY THE FRENCH COURTS WILL BE COMPETENT.
However, prior to any recourse to an arbitral or state judge, the Collector is invited to contact the Creator’s claims department.
If no agreement is reached or if the Collector justifies having previously attempted to resolve his dispute directly with the Creator by means of a written complaint, an optional mediation procedure will be proposed, conducted in a spirit of loyalty and good faith with a view to reaching an amicable agreement in the event of any dispute relating to this contract, including one concerning its validity.
In order to initiate this mediation and in application of article L. 616-1 of the French Consumer Code, the Collector may contact the mediator chosen by the Creator in its Specific Terms and Conditions of the Creator, or failing that, the MINTEED mediator, i.e. the Center of Mediation of the Consumption of Conciliators of Justice (CM2C), which may be contacted via
- An online form: https://www.cm2c.net/declarer-un-litige.php
- By post at the address: 14 rue Saint Jean 75017 Paris ▪ By email: email@example.com
Any consumer also has the possibility of resorting to the European platform of online settlement of disputes accessible at the following address:
The Party wishing to implement the mediation process must first inform the other party by registered letter with acknowledgment of receipt, indicating the elements of the conflict.
As mediation is not mandatory, the Collector or the Creator may at any time withdraw from the process.
IN THE EVENT THAT MEDIATION FAILS OR IS NOT CONSIDERED, THE DISPUTE MAY BE SUBMITTED TO THE COURTS WITHIN THE JURISDICTION OF THE COURT OF APPEAL OF PARIS TO WHICH JURISDICTION IS EXPRESSLY GRANTED, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR GUARANTEE APPEALS, INCLUDING FOR EMERGENCY PROCEDURES OR PROTECTIVE PROCEDURES ON APPEAL OR BY PETITION.
APPENDIX 1 – LEGAL WARRANTIES
In addition to the commercial warranties that the Creator may offer for some NFTs, any Collector benefits from “legal” warranties, for all NFTs, which are detailed below, in accordance with Section L.111-1 of the French Consumer Code.
“The consumer has a period of two years from the delivery of the goods to obtain the implementation of the legal guarantee of conformity in case of a defect of conformity. During this period, the consumer is only required to establish the existence of the lack of conformity and not the date of its appearance.
Where the contract of sale of the goods provides for the supply of digital content or a digital service on a continuous basis for a period of more than two years, the legal warranty shall apply to that digital content or digital service throughout the period of supply provided. During this period, the consumer is only required to establish the existence of the lack of conformity affecting the digital content or service and not the date of its appearance.
The legal guarantee of conformity entails the obligation for the professional, where applicable, to provide all updates necessary to maintain the conformity of the good.
The legal guarantee of conformity gives the consumer the right to repair or replace the good within thirty days of his request, without charge and without major inconvenience to him.
If the good is repaired under the legal guarantee of conformity, the consumer benefits from a six-month extension of the initial guarantee.
If the consumer requests the repair of the good, but the Creator imposes the replacement, the legal warranty of conformity is renewed for a period of two years from the date of replacement of the good.
The consumer may obtain a reduction in the purchase price by keeping the good or terminate the contract by obtaining a full refund against return of the good, if:
- The trader refuses to repair or replace the goods;
- The repair or replacement of the goods takes place after a period of thirty days;
- The repair or replacement of the good causes a major inconvenience for the consumer, in particular when the consumer definitively bears the cost of taking back or removing the non-conforming good, or if he bears the cost of installing the repaired or replaced good;
- The non-conformity of the good persists despite the Creator’s attempt to bring it into conformity remaining unsuccessful.
The consumer is also entitled to a reduction in the price of the goods or to rescission of the contract when the lack of conformity is so serious that it justifies the reduction in price or the rescission of the contract being immediate. The consumer is then not obliged to ask for the repair or replacement of the goods beforehand.
The consumer is not entitled to rescind the sale if the lack of conformity is minor.
Any period of immobilization of the good for repair or replacement suspends the warranty that was still running until the delivery of the good in its original condition.
The rights mentioned above result from the application of sections L. 217-1 to L. 217-32 of the Consumer Code.
The Creator who obstructs in bad faith the implementation of the legal guarantee of conformity incurs a civil fine of up to 300,000 euros, which can be increased to 10% of the average annual turnover (Article L. 241-5 of the Consumer Code).
All consumers also benefit from the legal guarantee of hidden defects in application of sections 1641 to 1649 of the civil code, for a period of two years from the discovery of the defect. This guarantee gives the right to a price reduction if the good is kept or to a full refund against return of the good.”