Terms & Conditions

Terms & Conditions

Preface

Your attention is drawn in particular to the provisions of conditions 3 (Basis of the Primary Contract) and 8 (Liability & Warranty). Background (defined terms all as per condition 1)
(a) These Conditions apply to the sale of Products to you by THE SELLER, via the Platform. By conducting the transaction via the Platform, SELLER is able to issue you with a Digital Deed (in the form of a Non-Fungible Token – NFT, on the blockchain), which acts as evidence of your ownership of the Product, instead of the more traditional ‘certificate of acquisition’.
(b) The Price you pay is for the Products, the Digital Deed acts as evidence of your ownership of the Products.
(c) These Conditions form the Contract, which is between THE SELLER and you. There may be other conditions which apply to your use of the Platform; any such conditions will be imposed by the operator of the Platform and not by THE SELLER.

1. Definitions

1. Warehouse Account

   Refers to the account in the name of THE SELLER (or a third-party vendor specified by THE SELLER if required by local laws and regulations) with the Warehouse.

2. Digital Account

   This is your account on the blockchain where the Digital Deed is stored once purchased. This account maybe provided by a third-party service provider on behalf of Platform and will be linked to the Platform.

3. Digital Collectible

   NFTs which do not record ownership of any real-world asset. In the case of a Digital Deed subsequently converted into a Digital Collectible, the Digital Collectible will retain any information that is not related to a Product or your ownership thereof (for example, artwork).

4. Digital Deed

   A unique digital Non-Fungible Token that utilizes blockchain technology to record ownership of a real-world asset (in this case either an entire, indivisible whisky cask, or other bottled spirits) and evidence authenticity, as sold by THE SELLER via the Platform.

5. Conditions

   Refers to these terms and conditions with such amendments as are agreed in writing between you and THE SELLER from time to time.

6. Contract

   Refers to the contract between you and THE SELLER for the supply of the Products, and issue of a Digital Deed, to you in accordance with the Conditions.

7. Contract Date

   Refers to the date that the Contract is formed in accordance with condition 3.1.

8. Set

   This is the smart contract from which the NFTs are minted and contains the specific product details along with details around storage and insurance terms.

9. Initial Storage Term

   This is the period covered from the Contract Date to the end of the free insurance and storage period, as specified in the Set.

10. Lockup Period

    Refers to the specific duration in which the owner of the Digital Deed is prohibited from transferring ownership of the Digital Deed.

11. Non-Excluded Liability

    Refers to any liability for death or personal injury arising from THE SELLER’s negligence or default or any other liability that cannot be excluded by law.

12. Platform

    Metacask, a marketplace for digital ownership of sprits-based products, which is owned and operated by the Platform Operator.

13. Platform Operator

    CaskStore Ltd., a Limited Liability UK Company with number #13347596.

14. Price

    Refers to the price to be paid by you for the Products.

15. Products

    Refers to the whisky cask or other bottled spirits described in the Digital Deed available on the Platform.

16. THE SELLER, we, us or our

    Refers to the company selling the Digital Deed, CaskStore Ltd.

17. Warehouse

    Refers to a private bonded storage facility nominated by THE SELLER.

18. Verified Individual

    Refers to a user of the Platform who has completed a Know-Your-Client (KYC)/Anti-Money Laundering (AML), including age verification procedure with the Platform.

2. Interpretation

1. 2.1

   A ‘person’ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2. 2.2

   A reference to a party includes its personal representatives, successors and permitted assigns.

3. 2.3

   A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

4. 2.4

   Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

5. 2.5

   A reference to ‘writing’ or ‘written’ includes email but excludes SMS, WeChat, WhatsApp or similar messaging platforms.

3. Basis of the Primary Contract

1. 3.1

   By completing a transaction to purchase the Digital Deed via the Platform you are accepting our offer to supply you with the Products. The Contract between THE SELLER and you will be formed upon the receipt by you in your Digital Account of the Digital Deed on the blockchain which will occur after the receipt of cleared funds, by the Platform.

2. 3.2

   For the avoidance of doubt, there is only one supply, the supply of the Products; the issue of the Digital Deed by THE SELLER does not constitute a separate supply.

3. 3.3

   Following the Contract Date if the contract relates to Products that have been bottled, packaged and/or labeled to your specifications, or redeemed, there is no right of cancellation. Where you seek to set aside such a purchase, we will consider your reasons but there will be no automatic right of refund and you agree that you will not seek any retrieval of funds via the Platform or your provider of Digital Account services or your payment provider. This does not affect any other statutory rights you may have.

4. 3.4

   By purchasing a Digital Deed, you represent to us that you are over the legal age to purchase alcohol beverage products in your jurisdiction (and if making a purchase within the United States, that you are at least 21 years of age).

5. 3.5

   There is a Lockup Period of 180 days. Within this Lockup Period, the Digital Deed is considered to have been delivered to the buyer with the restrictions enforced by the Lockup Period, the ability to redeem this product per Clause 12 is not impacted.

4. Delivery & Title

1. 4.1

   Unless separately agreed between us, the Products will be deemed delivered to you on the Contract Date pursuant to Clause 5.1.

2. 4.2

   Subject to and in accordance with these Conditions, and unless otherwise agreed between us, the Products will be held by THE SELLER in the Warehouse Account.

3. 4.3

   THE SELLER will hold the Products in the Warehouse Account on your behalf, and (other than as set out in these Conditions) shall have no other right, title or interest in the Products.

4. 4.4

   The Digital Deed serves as proof of your ownership of the Products, which means that if THE SELLER becomes insolvent, the traceability of your title to the Products is established.

5. 4.5

   The relationship between you and THE SELLER shall be governed exclusively by the Contract and, unless required by law, no other rights or duties shall be implied into the Contract.

5. Storage & Removal

1. 5.1

   Unless we are instructed otherwise the Products will be stored on your behalf at the Warehouse. To the best of THE SELLER’s knowledge the Warehouse provides a controlled environment for storage of the Products in line with industry standards. Other than any Non-excluded Liability, THE SELLER expressly disclaims all liability in connection with the storage of the Product in the Warehouse save as provided in Condition 5.3.

2. 5.2

   The costs of storage and insurance at the Warehouse for the Initial Storage Term of the Set following the Contract Date are included in the Price. The costs of storage and insurance beyond the Initial Storage Term of the Set, shall be met by the following means: If the product is still under your Warehouse Account and not redeemed within the Initial Storage Term following the Contract Date, THE SELLER will charge you, from that point in time, annual storage and insurance costs at our current standard rate. Our current standard rates are specified in the Set and may increase from time to time in the event of a variation of the rates offered to us. You agree to pay, in the manner and currency as specified on the Platform, insurance and storage costs in accordance with this Condition 5.2, failing which your insurance cover will lapse.

3. 5.3

   The Products may be insured by a bulk policy referenced on THE SELLER’s insurance policy (which is updated on a regular basis). Insurance is provided on the terms determined by THE SELLER in its discretion and is subject to customary exclusions for leakage and spoiling. Save for any Non-Excluded Liability, THE SELLER’s liability in connection with storage of the Products shall not exceed any amount actually recovered under the insurance policy.

6. Agency

1. 6.1

   You appoint us to be your agents for the purpose of obtaining and retaining storage of the Products at the Warehouse on the terms that we will agree with the Warehouse in accordance with customary practice.

7. Price

1. 7.1

   The Price is inclusive of import duties to the initial Warehouse, but your attention is drawn to Condition 12.4. The cost of taking the Products out of bond is available upon request.

2. 7.2

   We will pay any freight, carriage, insurance, and other costs associated with delivery from the person who supplies the Products to THE SELLER.

8. Liability & Warranty

1. 8.1

   Due to the nature of the Products and Warehousing, we do not give any warranty or make any representation as to the condition of the Products at any time. In particular, please note that leakage and/or spoilage are inherent risks which can never be fully mitigated, and (as referred to in condition 5.3) losses arising from these events are not recoverable via insurance.

2. 8.2

   In the event of damage to or loss of the Products that is recoverable via THE SELLER’s insurance policy (as referred to in condition 5.3):
   (a) THE SELLER shall arrange for any applicable insurance proceeds, less THE SELLER’s costs, to be returned to you, and
   (b) The Digital Deed evidencing your ownership of the Product(s) will be converted into a Digital Collectible.

3. 8.3

   We do not warrant or imply that the Products cannot be purchased elsewhere at a lower price.

4. 8.4

   We undertake that we will:
   (a) only engage suitably qualified and reputable third parties to provide the Warehouse facilities;
   (b) ensure the insurance described in these Conditions is provided only by reputable insurers; and
   (c) fulfill our duties pursuant to these Conditions with professional skill, care and diligence as is customary in the market.

5. 8.5

   Other than any Non-Excluded Liability and except as set out in these Conditions, we will have no liability to you arising out of the Contract, whether the liability arises in contract, tort (including negligence) or otherwise.

6. 8.6

   Telephone conversations may be monitored in the interests of ongoing training.

9. Taxation

1. 9.1

   THE SELLER recommends that you take advice from your own tax specialist regarding taxation on the disposal of your purchase.

10. Transferability

1. 10.1

   The transfer of Digital Deeds (and Digital Collectibles) is allowed, subject to Condition 3.5 and any conditions specified for the Product. For instance, the new owner may be required to meet certain qualifications, such as being a Verified Individual and meet Condition 3.4.

2. 10.2

   The transferee of the Digital Deed (or Digital Collectible) shall be subject to these Terms & Conditions, except for Conditions 3.1, 3.2, 3.3, 3.5 and 4.1, as there will be no new delivery of the Product to the transferee.

11. Termination

1. 11.1

   In addition to any other rights of termination either party may have, THE SELLER may terminate the Contract on written notice to you at any time if in THE SELLER’s reasonable opinion the performance of the Contract is or may be in breach of any applicable laws or regulation.

2. 11.2

   You will terminate the contract with immediate effect if you redeem the Digital Deed and/or transfer the Products out of the Warehouse Account in accordance with condition 11.

3. 11.3

   Either party may terminate the Contract with immediate effect if the other party commits a material breach of any term of the Contract (including non-payment) and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so.

4. 11.4

   You may terminate this agreement with immediate effect if THE SELLER takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, entering a procedure in any jurisdiction with a similar effect to a procedure listed in this condition 11.5, or suspends or ceases, or threatens to suspend or cease, carrying on business.

5. 11.5

   Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

6. 11.6

   Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

12. Redemption of the Digital Deed

1. 12.1

   If you wish to redeem the Digital Deed, the remainder of this condition 12 will apply.

2. 12.2

   If at any time the Products are removed from the Warehouse following your request for the Product to be delivered to an address you specified or another storage facility, you will pay the reasonable costs of such removal.

3. 12.3

   The risk of any damage or loss to the Products resulting from their removal as described in condition 12.2 above will pass to you at the time the Products leave the Warehouse.

4. 12.4

   You will be responsible for any tax or excise duty payable prior to removal of the Products from the Warehouse.

5. 12.5

   You are not permitted to remove the Products from the Warehouse Account or otherwise redeem the Digital Deed if there are outstanding insurance and/or storage payments pursuant to condition 5.2.

6. 12.6

   Acknowledging the fact that you will now own the Products directly and not via the Warehouse Account:
   (a) THE SELLER will issue you with a delivery order (or other specific paperwork transferring title, if applicable);
   (b) THE SELLER will arrange for the Digital Deed to be converted into a Digital Collectible; and
   (c) you will be responsible for arranging for future storage and insurance of the Products, if applicable.

7. 12.7

   By having us arrange the shipping on your behalf, you are also representing that: (i) you are acting in a fashion compliant with the laws and regulations of your jurisdiction and the purchase, shipping, transportation and delivery of alcoholic beverages, (ii) you are legally entitled to receive and take possession of alcoholic beverages, and (iii) you are legally entitled to the quantities ordered and delivered.

8. 12.8

   The Digital Deed owner will be required to pay shipping fees related to shipping their Product. YOU ACKNOWLEDGE THAT WE CANNOT SHIP PRODUCTS TO CERTAIN JURISDICTIONS OR TO MINORS WHO ARE NOT LEGALLY PERMITTED TO ACCEPT DELIVERY OF ALCOHOL. You are responsible for compliance with all applicable alcohol beverage, importation, and customs laws when you redeem a Digital Deed.

9. 12.9

   Where necessary, Redemption may be restricted to Verified Individuals on the Platform.

10. 12.10

    By using the Platform, you agree that the resale of alcohol redeemed without a valid license for the sale/re-sale of alcoholic beverages in your jurisdiction, where such a license is mandatory, is strictly prohibited.

11. 12.11

    THE SELLER DOES NOT ACCEPT ANY RETURNS OR EXCHANGES AND DOES NOT PROVIDE ANY REFUNDS FOR REDEEMED PRODUCTS.

12. 12.12

    The Digital Deed must be redeemed through the Platform.

13. Our other remedies

1. 13.1

   If you do not pay any amount that is due from you on the due date (including an amount payable under Condition 5.2), or commit any other material or persistent breach of these Conditions, we will arrange for the Platform Operator to contact you via the email address and/or Wechat account associated with your Platform account. If we do not receive a response within 14 days, we may (in addition to our other rights and remedies):
   (a) charge interest daily on the unpaid amount at the rate of 3% per annum above the Bank of England’s base rate in force from time to time, from the due date until the date that we receive payment in full;
   (b) exercise a lien over the Products until such time as we are repaid in full (THE SELLER will have a particular lien, as well as a general lien, on the Products for all monies due from you); and
   (c) at THE SELLER’s sole discretion, sell the Products, in which case we will: (i) deduct such sums as are owing to us plus reasonable expenses from the proceeds of the sale of the Products (including any interest pursuant to condition 13.1a)); (ii) return any excess funds from such sale to you; and (iii) convert the Digital Deed into a Digital Collectible.

14. General

1. 14.1

   The Contract constitutes the entire agreement between the parties.

2. 14.2

   No variation of the Contract shall be effective unless it is agreed in writing and signed by the parties.

3. 14.3

   A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

4. 14.4

   If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is so deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

5. 14.5

   Any notice given to a party under or in connection with the Contract shall be in writing and shall be either delivered via the Platform Operator to the email address and/or phone number associated with the account on the Platform.

6. 14.6

   You confirm that you are entering into the Contract on your own account and not on behalf of any third party. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.14.7 Each Digital Deed has no inherent or intrinsic value (other than, with respect to the Digital Collectible, when such Digital Deed is redeemed).

7. 14.8

   We cannot guarantee that any Digital Deed (or Digital Collectible) will retain its original value and no representations are made as to the financial value of Digital Deeds (or Digital Collectibles).

8. 14.9

   Digital Deeds (or Digital Collectibles) are not securities or financial instruments and are not offered for investment purposes. You should not purchase the Digital Deed (or Digital Collectible) with a view on investing or speculation.

9. 14.10

   You may be unable to resell your Digital Deed or Digital Collectible.

10. 14.11

    If you have lost access to your Digital Account where the Digital Deeds or Digital Collectibles are stored, you may seek assistance from the Platform to regain access. However, please note that the Platform or THE SELLER do not make any representations or warranties as to whether your Digital Deed can be recovered. Moreover, there may be additional costs associated with the recovery process, which you will be solely responsible for.

15. Intellectual Property Rights

1. 15.1

   All proprietary rights and intellectual property rights pertaining to the content available on the Digital Deed, Product, or Digital Collectible (which includes, but is not limited to, audio, video, text, animations, files, photographs, designs, graphics, layouts, images, video, information, and their selection and arrangement) belong solely to the supplier of the Product and any licensor who contributed to the creation of the Digital Deed or Digital Collectible.

2. 15.2

   THE SELLER, together with its licensors, expressly reserves all Intellectual property rights as per condition 15.1. Ownership of the Product, Digital Deed or Digital Collectible does not confer and shall not be considered as conferring upon anyone any license under any of our or any third party's intellectual property rights. Any use of the content with the Digital Deed, Digital Collectible or associated with the Product, including copying, or storing it or them in whole or part, other than for your own personal, non-commercial use, is prohibited without THE SELLER’s prior consent.t for personal and non-commercial purposes, without the prior consent of THE SELLER.

16. Governing Law

1. 16.1

   The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

2. 16.2

   Each of us irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.