Terms & Conditions

Important Legal Notice

These terms and conditions together with any documents and policies referred to on this page (the “Terms”) set out the terms on which you (“you”) may use our, MTRM Industries Limited’s (“Mattereum”,”we”, “us”, “our”), website mattereum.com and its subdomains (or as otherwise amended or replaced from time to time, our “Website”) and any content, services and features made available on our Website.

Please read these Terms carefully before using our Website. By continuing to use our Website you indicate that you accept these Terms and that you agree to abide by them. If you use our Website in the course of your business or work, you are also agreeing to these Terms on behalf of that business. If you do not agree to these Terms, please stop using our Website immediately.

If you have any questions concerning these Terms or any material appearing on our Website, please contact info@mattereum.com.

Information About Us

We, MTRM Industries Limited, are a company registered in England and Wales with company number 10899201.

Client & User Pages

Certain areas of our Website may not be available to you unless you have been provided with a user name and password.

If you are provided with a user name, password or any other piece of information as part of our security and access procedures you agree to treat such information as confidential and not to disclose such information to any third party. You agree that you shall be entirely responsible for all activities carried out using your user name or password even if such activities are not carried out by you. We shall have the right to disable any user name or password, whether chosen by you or allocated by us, at any time, if (in our sole opinion) you have failed to comply with any of the provisions of these Terms.

Website Materials & Permitted Use Policy

We are the owner or the licensee of all intellectual property rights (including without limitation copyright, trademarks and design rights (whether registered or unregistered) database rights, and rights in confidential information and know-how) in our Website and in all information, articles and material published on our Website (the “Material”). The Material is protected by copyright laws and treaties around the world and you are only permitted to use it as expressly authorised under these Terms.

In consideration of you complying with these Terms, we grant to you for your personal and lawful use only a non-commercial, non-exclusive, non-transferable, royalty-free, revocable licence to:

  • retrieve and view the Material on any device that is compatible with the Website (such as a PC, laptop, smartphone or tablet); and
  • share links from our Website using social media tools.

No intellectual property rights in the Materials shall be transferred to you.

You agree that you shall not (either solely or jointly with or on behalf of any other third party) or permit others without our prior written consent: to modify or create derivative works from the Material, or in any way commercially exploit any of the Material; or to create a database in electronic or structured manual form by downloading and storing all or any of the Material from our Website for any purpose whatsoever.

You also agree that in relation to our Website you shall not (either solely or jointly with or on behalf of any other third party) do any of the following:

  • post, publish, broadcast, reference (via links or otherwise) or transmit to or from our Website any material that is threatening, defamatory, obscene, offensive, abusive, discriminatory, inflammatory, blasphemous, in breach of confidence, objectionable or for which you have not obtained all necessary licenses and/or lawful approvals; or
  • upload files that contain material protected by copyright or any other form of intellectual property right unless you own or control such rights or have received all necessary licenses and/or approvals; or
  • do anything that is in any way unlawful or misleading or fraudulent, or has any unlawful or misleading or fraudulent purpose or effect; or
  • transmit, broadcast or procure the sending of any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation; or
  • damage, interfere with or disrupt access to our Website or do anything which may interrupt or impair our Website’s functionality; or
    delete any author attributions, legal notices, (including without limitation copyright and trademark notices) from any Material; or
  • access or attempt to access any area which you are not authorised to access or circumvent or attempt to circumvent any security functionality.
Mattereum Asset Passports

Our Website offers the facility to generate digital identity credentials for physical things stored on the [ethereum] blockchain, which can be verified by third parties (Mattereum Asset Passports).

The facility allows you to:

  • create a Mattereum Asset Passport by submitting information about physical objects, including detailed descriptions, provenance data and images to our Website;
  • view Mattereum Asset Passports and expert certifications which were given in respect of them;
  • enter into an agreement (Certification Contract), as a purchaser (Purchaser), with a third party expert (Certifier) who will, for a fee, give warranties as to facts in respect of the physical object as evidenced in the Mattereum Asset Passport. The Certification Contract shall include an agreed scope of damages for which the Certifier shall be liable (if the warranties are untrue); and
  • as a Certifier, to enter into a Certification Contract in respect of a physical object as evidenced in a Mattereum Asset Passport (and the provenance and other data stated in the Mattereum Asset Passport). As Certifier you may select the scope of damages which shall apply in respect of warranties given and the fee which shall be applicable for the Certification.

You may only enter into a Certification Contract by linking your digital wallets on supported bridge extensions such as MetaMask (https://metamask.io/). MetaMask is an electronic wallet, which allows you to purchase, store, and engage in transactions using Ethereum cryptocurrency.

Before creating or viewing a Mattereum Asset Passport or entering into or viewing a Certification Contract, we will ask you to download a supported electronic wallet extension and connect and unlock your digital wallets with that extension. Once you create or view a Mattereum Asset Passport or enter into or submit data in respect of a Certification Contract, relevant data is passed on to the applicable extension, which completes the record or agreement on your behalf.

All transactions involving Mattereum Asset Passports and Certification Contracts initiated through our service are facilitated and run by such third-party electronic wallet extensions, and by using our services you agree that you are governed by the terms of service and privacy policy for the applicable extensions. For Metamask, those terms are available at (https://metamask.io/terms.html ) and (https://metamask.io/privacy.html ).

In providing the facility for the creation of the Mattereum Asset Platform and the Certification Contracts, we are acting as a platform and take no responsibility and do not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any information contained within any Mattereum Asset Passport or Certification or posted by other users or endorse any opinions expressed by users on this Website. You acknowledge that any reliance on material posted by other users will be at your own risk.

Your Warranties

You covenant, represent, and warrant that:

  • you are eligible under applicable law to agree to these Terms and all related obligations, including but in no way limited to meeting any age, residency legal capacity, competency and all other requirements. Should any limitation or prohibition as to your acceptance of any obligation under these Terms under applicable law, you shall not enter into these Terms;
  • you are legally permitted to buy, hold, participate in, sell, and / or otherwise make use of (all together “deal in”) NFTs in your and any other relevant jurisdiction, and shall not deal in NFTs if such use is prohibited under applicable law;
  • you are not, under the applicable law of your jurisdiction, making a regulated investment or carrying on a regulated activity when you deal in NFT, or otherwise enter these Terms;
  • you have the necessary and relevant experience, knowledge and understanding to deal in cryptoassets, NFTs and blockchain-based systems generally, including but not limited to sufficient understanding of their risks, functionality, usage, storage, transmission mechanisms and the intricacies associated with them, to be able to competently enter into these Terms and to accept NFTs;
  • you are aware of all the merits, risks and any restrictions associated with NFTs, cryptoassets and blockchain-based systems, and you know how to manage these digital technologies;
  • you have not received any advice from us regarding whether dealing in any NFT is a suitable for you, and you are solely responsible for any evaluations, decisions and actions you make concerning NFTs, cryptoassets and / or blockchain-based systems;
  • you will supply us with all information, documentation or copy documentation that we require in order to allow us to permit you to deal in NFTs and you will notify us promptly of any change to the information supplied by you to us;
  • all information you will and have supplied to us is accurate and not misleading, and you will provide us with any additional information which we may reasonably require in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligations (on which , please see clause “Identity verification”), and you will notify us promptly of any change to such information provided to us;;
  • you take sole responsibility for any restrictions and risks associated with receiving and holding NFTs;
  • you are dealing in NFTs for any illegal purpose, and will not use NFTs for any illegal purpose;
  • your funds used for dealing in NFTs in no way comes from illegal or unethical sources;
  • you waive any right you may have  to participate in a class action lawsuit or a class wide arbitration against us, any entity with is part of the same company group as us, and / or any individual involved with us, in relation to the creation, issuance, distribution, acceptance and use of NFTs;
  • you understand that each NFT only confer the rights explicitly disclosed to you in relation  to that NFT, confers no other rights of any form; and
  • you understand the tax implications when dealing in NFTs and accept responsibility for any tax in relation to your dealing in NFTs – you may not hold us or any party associated with us (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising your dealing in NFTs.
Fees

You agree to pay such fees as we specify shall arise in the creation of the Mattereum Asset Passports and Certification Contracts, which for the avoidance of doubt shall include:

  • a Certification Fee, which for each Certification Contract shall be the fee agreed between the Purchaser and the Certifier in respect of the Certification. The Certification Fee shall be paid to the wallet or account as specified by the Certifier and the Purchaser shall be solely responsible for such fee;
  • an Administration Fee, which for each Certification Contract shall be a fee payable in respect of the administration of the Certification Contract and the applicable Mattereum Asset Passport. The Administration Fee shall be payable by the [Purchaser] to the wallet or account as we specify.

The Administration Fee will be specified [upon creation of the Certification Contract], subject to all applicable taxes, which may change from time to time, as we notify.

Changes to fees shall be effective from the date we notify.

Identity verification

You agree to provide us with the information we request (which we may request at any time deemed necessary) for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information.

Viruses, Hacking and Other Offences

You must not misuse our Website by introducing viruses, trojans, worms, corrupted files, logic bombs or other material or software which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack.

We make no warranty that this Website or the equipment that makes it available shall be free from any viruses or anything else which may cause harm to your (or anyone else’s) computing equipment. As such, we will not be liable for any loss or damage caused by a denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading or accessing of any material posted on it, or on any website linked to it.

Data Protection policy

We collect and process information about you in accordance with our Privacy Policy. By using our Website you agree that we may use and share your personal data in accordance with the terms of our Privacy Policy.

Where any part of our Website requires you to register or to provide information it is your obligation to provide complete and accurate information and to update us of any changes to such information where appropriate.

We reserve the right to remove any material or posting you make on our Website if we deem this action appropriate.

Our Liability

This clause sets out our entire liability to you in relation to our Website and the information and material published on it.

Whilst we endeavour to ensure that our Website is always available and that the content on our Website is accurate and complete, we make no warranty in relation to such availability, accuracy or completeness. Any of the material on our Website may be out of date at any given time, and we are under no obligation to update such material. Our Website and any material on it are provided on an “as is” and “as available” basis. Other than as stated in these Terms we make no (and expressly exclude all) conditions, representations or warranties, express and implied, whether by statute, common law or otherwise, to the greatest extent permitted by law.

Subject to the next clause below, to the extent permitted by law, we expressly exclude any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Website or in connection with the use, inability to use, or results of the use of our Website, any websites linked to it and any materials posted on it whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

This clause does not affect our liability for:

  • death or personal injury arising from our negligence;
  • our liability for fraudulent misrepresentation; or
  • any other liability which cannot be excluded or limited under applicable law.
Indemnity

You agree to indemnify us against all and any expenses, costs, losses, liabilities and damages howsoever incurred by us whether in relation to any claims or proceedings or otherwise, which arise in any way from your use of our Website or from any breach by you of these Terms or for any use of our Website by anyone using your password and login information.

Links from our Website

Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only. Whilst we endeavour to vet those third parties who we link to, we have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them and you shall select and use any such links entirely at your own risk.

Linking to our Website

You may link to our Website provided that you do not:

  • in anyway suggest that we are endorsing any of your products or services; or
  • misrepresent our relationship with you nor present any other false information about us; or
  • display or use a link to our Website in a manner that causes the Website or any portion of its content to display within a frame; or
  • embed into your website, or link directly to without proper credit and context, any asset, file or resource (for example an image or PDF document) contained in our Website, unless you have our express permission to do so; or
  • link to our Website if your website (or any part of it) may be considered to be obscene, defamatory, harassing, offensive or malicious, or if your website infringes any third party rights or otherwise does not comply with all applicable laws or regulations.

We may, at our sole discretion, for any or no reason, terminate your right to link to our Website by providing you with written notice. Upon receiving any such written notice you shall immediately remove any such link to our Website.

Changes to these Terms

We may revise these Terms (and referenced terms and policies) at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we may make, as they are binding on you. Some of the provisions contained in these Terms may also be superseded by provisions or notices published elsewhere on our Website.

General

You may not assign, sub-licence or otherwise transfer any of your rights under these Terms as such rights are personal to you.

If any provision of these Terms shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, such provision shall be deemed to be deleted from these Terms and the legality, validity and enforceability of the remainder of these Terms shall not be affected.

No waiver of any provision of these Terms by Mattereum shall be effective unless in writing and executed by Mattereum.  No failure or delay by a party to exercise any right, power or remedy under these Terms shall operate as a waiver of that right, or any other right, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that right or any other right, power or remedy.

Nothing in these Terms shall be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.

Jurisdiction & Applicable Law

The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our Website although we retain the right to bring proceedings against you or to enforce proceedings already concluded for breach of these conditions in your country of residence or any other relevant country.

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Contact

You may contact us at the following address:

MTRM Industries Ltd,
80-83 Long Lane
London
EC1A 9ET
United Kingdom

Effective date: 25 May 2018
Updated date: 30 March 2021