Love. Art. Smart mission — Where art becomes action.
Love. Art. Smart mission — Where art becomes action
Love. Art. Smart mission — Where art becomes action.
Love. Art. Smart mission — Where art becomes action
Chip & Check Worldwide EU OÜ, a company incorporated and existing under the laws of the Republic of Estonia, registry code 17278797, registered address: Harju maakond, Tallinn, Kesklinna linnaosa, Narva mnt 5, 10117, Estonia
These General Terms & Conditions (hereinafter: "T&Cs") govern the legal relationship between:
Christina Black Edition™, an art and technology brand operated through its associated entities, including in particular:
(hereinafter collectively: the "Christina Black Group"), acting through a designated contracting entity as the "Provider",
and
any company, legal entity or sole proprietor participating in the City of Light™ and/or EcoDigital™ programs (hereinafter: the "Partner").
For City of Light™ and EcoDigital™ agreements within Europe, the contracting entity and Provider is, unless otherwise expressly specified in the Individual Rental Agreement:
Chip & Check Worldwide EU OÜ
For agreements outside Europe, the contracting entity and Provider is the entity expressly named as such in the relevant Individual Rental Agreement (e.g. Christina & Black Investments LLC).
Other affiliated entities within the Christina Black Group may support the performance of the services as subcontractors or group service providers, without becoming parties to the agreement.
The Partner acknowledges and agrees that:
By registering, signing up, entering into a service agreement, signing an Individual Rental Agreement or otherwise using the services, the Partner confirms that it has read, understood and fully accepts these T&Cs.
These T&Cs apply to:
These T&Cs do not govern the sale of artworks at auction to private collectors; such sales are covered by separate agreements with auction houses or direct sale contracts.
For the purposes of these T&Cs:
In each City of Light™ city:
Each Partner will never host more than one Artwork of each size at the same time within a given city.
The exact size, format and technical specifications of the Artwork are described in the Individual Rental Agreement and/or its annex.
Under the EcoDigital™ program, the Provider may grant the Partner the right to display digital versions or curated audiovisual content related to Christina Black Edition™ artworks (e.g. screens, projections, music-linked content), without necessarily placing a physical Artwork.
The specific rights, technical requirements and limitations are described in the relevant Individual Agreement or program description.
During the active term of the City of Light™ program in a given city:
Each Artwork is delivered:
In the City of Light™ program, Artworks are designed to rotate approximately every two months between participating Partners within the same city.
Each Rotation is scheduled and coordinated by the Provider or its designated logistics partner.
The Provider will:
The Partner may request a temporary "rotation pause" (e.g. due to holidays, office closure or internal events) once per year, within the limits defined in the Individual Rental Agreement. In such cases, the Artwork may remain at the Partner's premises for an additional cycle instead of rotating. Any additional pauses or special logistics beyond the standard framework may be subject to additional fees, as set out in the Individual Rental Agreement.
The Provider reserves the right to:
The Partner pays a recurring subscription / rental fee (monthly, quarterly or annually) for the rights and services outlined in the Individual Rental Agreement.
The fee covers, among others:
Unless otherwise stated in the Individual Rental Agreement, all fees are exclusive of VAT and other applicable taxes. Any VAT, sales tax, or similar indirect taxes required by law shall be added to the fees and borne by the Partner.
The specific fee amounts, currencies and billing cycles are defined in the Individual Rental Agreement.
Payments are generally processed via Stripe or a similar payment service provider, using:
By entering its payment details, the Partner:
Any bank fees, currency conversion costs or charges applied by the Partner's bank or payment provider shall be borne by the Partner.
The Partner may not withhold, set off or delay any payments due under the agreement based on any alleged counterclaim, unless such counterclaim has been finally confirmed by a court judgment or expressly accepted in writing by the Provider.
The Provider issues electronic invoices and/or receipts via email or through the Dashboard, in accordance with applicable accounting and tax regulations.
The Partner undertakes to provide accurate billing data and to update it without delay in case of any changes.
If a payment attempt fails (e.g. expired card, insufficient funds, technical issue):
If the Partner repeatedly fails to pay the due fees after reminders and the expiry of the grace period, the Provider may:
In such a case, the Provider may also declare that all remaining fees for the current contract term under the Individual Rental Agreement become immediately due and payable, to the maximum extent permitted by applicable law.
In the event of continued non-payment after the grace period:
Once all outstanding amounts are settled, the Provider will restore normal access to the Artwork's dedicated page.
The Provider reserves the right to adjust the fees over time (e.g. due to inflation, increased operational costs, or program expansion). As a general principle:
For material price increases that significantly affect the financial burden of the Partner, such changes shall generally take effect from the start of the next renewal term, unless the Partner expressly accepts earlier application.
The Provider may, from time to time and at its sole discretion, launch referral, loyalty or recognition programs (e.g. for Partners introducing new participants to the City of Light™ or EcoDigital™ programs). The terms, eligibility, benefits and duration of any such program will be communicated separately by the Provider and may be modified or discontinued at any time, without creating any legal claim on the Partner's side beyond what is expressly set out in the applicable program terms.
The Partner acknowledges that the core mission of Christina Black Edition™ is to:
The Partner understands and accepts that:
are made by the Provider and/or its investment entities (e.g. Christina & Black Investments LLC), in alignment with the artists' mission and long-term vision.
The services provided under these T&Cs do not constitute a regulated financial product or investment service. The Partner does not acquire ownership in any energy token, real estate asset or other financial instrument. Subscription fees are service fees for participation in the art and CSR ecosystem.
The Partner acknowledges that all CSR and investment decisions are aligned with the mission of the artists and the Provider's strategic framework. The Partner has no direct control over these decisions and may not derive any legal claim from the specific allocation of funds, beyond what is expressly set out in the Individual Rental Agreement.
Where applicable, the Individual Rental Agreement may stipulate that a minimum percentage of net revenues from the relevant program is allocated to humanitarian, environmental and/or social projects, in line with the Provider's mission.
The Provider does not warrant or guarantee any specific volume, timing or form of CSR allocations or any particular social, environmental, reputational or business outcome.
Any references to impact or allocations are indicative only and do not create legally enforceable obligations beyond those explicitly set out in the Individual Rental Agreement.
Each Partner receives access to a secure Dashboard, where it can:
Through the Dashboard, the Partner can set whether:
If the Partner chooses anonymity, the Artwork's dedicated page may still show generalized impact information, but without linking it to the Partner's identity.
The Provider publishes blog posts, articles and impact stories related to various CSR Topics, which include — without limitation — the following themes:
On the Dashboard, the Partner can select which topics it wishes to be associated with. Based on these preferences, the Artwork's dedicated page (when hosted by the Partner) may display only those blog posts and impact stories that relate to the selected CSR Topics.
The Provider reserves the right to decide the exact editorial content, tone, frequency and format of such publications, as well as to add, modify or remove CSR Topics over time.
At each placement and collection of an Artwork:
Such photos may be:
For trust and security:
Communication between the Partner and the Provider may occur via:
The Partner undertakes to respond to essential operational messages (e.g. rotation scheduling, urgent technical or safety issues) within a reasonable time.
The Partner agrees to treat the Artwork:
The Partner shall ensure that only authorized personnel can physically access or move the Artwork.
Risk of loss, theft and damage to the Artwork shall pass to the Partner upon delivery and handover at the Partner's premises and shall remain with the Partner until the Artwork is collected by the Provider or its logistics partner.
The Partner undertakes to:
Damage or loss occurring during transportation organized by the Provider or its logistics partner, before handover or after collection, shall be at the Provider's risk, unless such damage or loss is caused by the Partner's wrongful conduct (e.g. denying access contrary to prior agreement, giving incorrect instructions, etc.).
In the event of:
the Partner must immediately notify the Provider via the Dashboard and/or email and, where appropriate, report the incident to local authorities or building security.
The Parties acknowledge that each Artwork:
In case of theft, total destruction or such damage that renders the Artwork unusable for the program, the Partner shall pay a compensation fee to the Provider, the amount of which is specified in the Individual Rental Agreement or its annex.
This compensation fee takes into account, among others:
Upon payment of the agreed compensation, the Provider may:
Payment of any compensation fee does not transfer ownership or any intellectual property rights in the Artwork or related digital records to the Partner. Title in the original Artwork remains with the Provider, even if the Artwork has been lost, stolen or destroyed.
To the maximum extent permitted by applicable law, the Partner's liability for theft, total destruction or irreparable damage of the Artwork under this Section 7.4 shall be limited to the compensation fee specified in the Individual Rental Agreement, except in cases of intentional misconduct or gross negligence by the Partner (or its representatives).
The exact amount, payment terms and technical details of replacement are described in the Individual Rental Agreement.
All intellectual property rights in:
are and remain the exclusive property of the artists and/or the Provider.
The Partner does not acquire any intellectual property rights beyond the limited, non-transferable right to display the Artwork in its premises or on its digital channels as expressly agreed.
The Partner may use:
only in accordance with the branding guidelines provided by the Provider, and only for the duration of the agreement.
Any broader commercial or co-branding use requires the Provider's prior written consent.
Unless the Partner chooses anonymity in the Dashboard, the Provider may list the Partner's name and logo as a City of Light™ or EcoDigital™ participant on its website, presentations, and communication materials. The Partner grants a limited, royalty-free license for this purpose for the duration of the agreement.
The Partner may take photos of the Artwork in its premises and use them in corporate communication, social media and internal materials, provided that:
The Partner shall not (and shall not permit any third party to):
The Partner agrees to allow the Provider to take documentary photographs and/or short video recordings of the installed Artworks within the Partner's premises for the purpose of:
Such documentation will be handled in accordance with Section 6 and the applicable Privacy Policy. The Provider will not disclose confidential business information of the Partner and will use the materials solely for documentation, certification and brand communication related to Christina Black Edition™ and its programs.
For City of Light™ and EcoDigital™ programs within Europe, the primary data controller is:
Chip & Check Worldwide EU OÜ,
in cooperation with Christina & Black Investments LLC for certain global processing activities.
The Provider processes:
for the purposes of:
The Partner represents and warrants that it has obtained all necessary rights and consents to provide company logos, photographs and contact details of its representatives to the Provider for use in accordance with these T&Cs and the Privacy Policy.
Details of data processing (retention periods, legal bases, rights of data subjects) are set out in the separate Privacy Policy, which forms an integral part of these T&Cs.
By accepting these T&Cs, the Partner confirms that it is aware of and accepts the applicable Privacy Policy.
The initial term of the Individual Rental Agreement is typically 12 months, unless otherwise specified.
Unless terminated in accordance with this Section 10, the Individual Rental Agreement automatically renews for successive 12-month periods.
The Partner may terminate the agreement at the end of the current term by:
If no valid termination notice is received within the termination window, the agreement automatically renews for another term, and the Partner remains liable for the corresponding fees.
The Provider may terminate the agreement with immediate or short notice if:
Upon termination for cause, the Partner must allow the Provider (or its logistics partner) to collect and remove the Artwork from its premises without delay. In such a case, no refund of prepaid fees shall be due, and the Provider may also claim any outstanding fees for the current contract term, to the maximum extent permitted by applicable law.
In addition to the above, the Provider may terminate the agreement for convenience, without cause, by giving at least sixty (60) days' written notice.
In such case:
These T&Cs and the legal relationship between the Parties are governed primarily by the laws of the Republic of Estonia, without regard to its conflict of law rules, unless otherwise specified in the Individual Rental Agreement.
The Parties shall first attempt to settle any dispute arising from or in connection with these T&Cs or the Individual Rental Agreement amicably, through good-faith negotiations.
If no amicable solution can be reached within a reasonable timeframe, any dispute shall be submitted to the competent courts at the Provider's registered seat in the Republic of Estonia, preferably the courts of Tallinn, unless the Individual Rental Agreement specifies a different competent jurisdiction.
To the maximum extent permitted by applicable law, the courts at the Provider's registered seat shall have exclusive jurisdiction over disputes arising from or in connection with these T&Cs and the Individual Rental Agreement.
The Provider may update or amend these T&Cs from time to time, for example due to:
Updated T&Cs will be:
By continuing to use the services after the changes take effect, the Partner accepts the updated T&Cs.
Material changes that significantly affect the financial burden or core obligations of the Partner shall generally take effect from the start of the next renewal term, unless the Partner expressly accepts earlier application. If the Partner does not accept such material changes, it may terminate the agreement at the end of the current term in accordance with Section 10.
The Provider may assign or transfer its rights and obligations under these T&Cs and the Individual Rental Agreement to another group company or a successor entity in case of restructuring, merger or business transfer.
The Partner may not assign or transfer the agreement or its rights without the Provider's prior written consent.
These T&Cs, together with the Individual Rental Agreement and annexes (and the Privacy Policy), constitute the entire agreement between the Parties regarding the subject matter and supersede any prior verbal or written understandings.
In case of any conflict between these T&Cs and the Individual Rental Agreement, the provisions of the Individual Rental Agreement shall prevail.
If any provision of these T&Cs is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that best reflects the original intent.
These T&Cs may be translated into other languages. In case of any discrepancy between the English version and a translation, the English version shall prevail, unless mandatory local law requires otherwise.
The Provider will use reasonable professional care in providing the services under these T&Cs. However, the Provider does not warrant or guarantee any specific increase in sales, footfall, media coverage, social media engagement, CSR rating or other business result for the Partner.
The Dashboard, websites and any online services are provided on an "as is" and "as available" basis. The Provider does not guarantee uninterrupted, error-free or fully secure operation of the online services and shall not be liable for temporary unavailability due to maintenance, updates or technical issues.
To the maximum extent permitted by applicable law, the Provider shall not be liable for any indirect, consequential or special damages, including but not limited to:
even if the Provider has been advised of the possibility of such damages.
To the maximum extent permitted by applicable law, the Provider's aggregate liability arising out of or in connection with these T&Cs and the Individual Rental Agreement, whether in contract, tort or otherwise, shall be limited to an amount equal to the total fees actually paid by the Partner to the Provider under the relevant Individual Rental Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.
This limitation shall not apply in cases where liability cannot be limited under mandatory law (e.g. wilful misconduct).
The Provider may use third-party logistics partners, payment processors (e.g. Stripe) and hosting providers. The Provider is not liable for any failures or interruptions caused primarily by such third-party services, but will make reasonable efforts to support the Partner in resolving critical issues.
Neither Party shall be liable for any failure or delay in performing its obligations (except for payment obligations) due to events beyond its reasonable control, including but not limited to:
(each a "Force Majeure Event").
The affected Party shall notify the other Party without undue delay and shall use reasonable efforts to mitigate the effects of the Force Majeure Event. If a Force Majeure Event continues for more than ninety (90) days, either Party may terminate the agreement with written notice.