Terms & Conditions

Risk Disclosure

The Tokhouse NFT products is available solely to experienced professional, institutional, or qualified property owners who possess property in the UK through the use of a corporate vehicle.

Tokhouse does not make personal recommendations or give advice. Before pursuing digital asset opportunities, you should make sure that you fully understand the risks and determine whether the NFT conversion is suitable for you.

Tokhouse has made no warranties or representations to the NFT users with respect to the tax treatment and consequences (including but not limited to stamp duty tax consequences) related to the transactions contemplated by an NFT Programme, and the NFT user is in no manner relying on the Tokhouse or its representatives for an assessment of such tax consequences. The NFT user acknowledges that there may be adverse tax consequences upon conversion or exercise of an NFT, and upon the sale of the Shares obtained upon settlement of the RSUs, and that the Participant should consult a tax advisor prior to such exercise or conversion. The NFT user acknowledges that he has been advised that he should consult with his own lawyer, accountant and/or tax advisor regarding the decision to enter into an NFT issuance and the consequences thereof. The NFT user also acknowledges that Tokhouse has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the NFT user.

Terms of Service

Tokhouse or Tokenhouse is a site, service and platform that provides residential or commercial property conversion services into an NFT. The site and platform is owned and the service is provided by Tokhouse (“Tokhouse”, “us” and “we” below), Company Number 12599999, a limited company registered in England and Wales and you will find us at our office address which is 2nd Floor, Lincoln House, 296-302, High Holborn, WC1V 7JH. You can find out our registered office address at Companies House.

Tokhouse is not a cryptoasset provider and isn’t regulated as such. It’s important that you understand what this means in terms of the services we provide to you and the regulatory protections available to you. We have explained this in more detail in section 3 and we recommend you read the section carefully.

To contact us, please email support@tokenhousenft.com. We do not have an office telephone number but we are happy to engage with you via online video chat.

1.2 When these terms apply

These Terms of Service (“Terms”) apply when you (“your” and “User” below) create an account to use any features, services, products or tools (together, the “Services”) offered on our platform (the “Platform”). These Terms are separate to the Terms of Use for our Site which apply when you are using our website (https://www.tokenhouse.com).

To use our Services you must agree to these Terms so please read them carefully. We recommend that you download these Terms for future reference. We’ll ask you to confirm that you agree to these Terms when you create an account to use the Platform and Services and a contract will come into existence between you and us when you confirm you accept the Terms. If you use any of our Services before you have confirmed that you accept these Terms then, by using our Services, you agree that you have read, understood and accept these Terms, our Terms of Use for our Site and our Privacy Policy, Cookie Policy and all/any other notices posted by us on our Site or directly to you

You are responsible for ensuring that all persons who use our Services through your internet connection are aware of these Terms, our Privacy Policy and Cookie Policy and that they comply with them.

If you sign up to our Platform or use our Services, you’ll be confirming that you intend to use the Platform and Services in the course of your property business trade or profession and that you are a ‘professional’ and not an ‘individual’ or ‘retail’ person. When you use the Services on behalf of a Company, then by accepting these Terms you confirm that you have sufficient authority to enter into a contract on the Company’s behalf and that you understand and agree that the Company will be our customer and not you personally. Even if you haven’t set up a company yet, you’ll be treated as a ‘professional’ when you sign up to our Platform or use our Services and, once you have set up your Company, any further instructions you give us will be from the Company and not you personally.

In the course of using the Platform and our Services, you will be able to share documents with third parties and give those parties access to certain parts of the Company’s profile on the Platform. For the avoidance of doubt, we act for and accept instructions solely from the Company and we do not act for any third party, including the Company’s founders, employees, consultants, investors, advisors or other affiliates.

IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS YOU CANNOT USE THE PLATFORM OR OUR SERVICES. IF YOU HAVE PROCEEDED TO RECEIVE LEGAL DOCUMENTS AND THEN COMMENCE USE OF THE SERVICES WE WILL DETERMINE THAT YOU HAVE ACCEPTED THESE TERMS IN FULL.

1.3 Terms subject to change

Please note that we may change, modify, add or remove sections of these Terms from time to time. We will post any changes to our Site by updating these Terms, but we may not make any separate publication about such changes, so please revisit these Terms every so often, because we assume that you agree with these Terms at all material times if you continue to use our Services.

2. Data Protection

2.1 It’s your data

Your personal and company data is sensitive and entitled to protection. All rights, titles and interests in your data held in the Tokhouse platform are 100% yours. Any personal, company and user-generated information will only ever be uploaded voluntarily by you and you confirm that you have obtained the necessary consent and have given appropriate notices to lawfully upload any individual’s personal data to our platform for the duration and purposes of these Terms. We’ll never share or make your data or information available to anyone without your explicit permission (other than being legally required such as by a court order).

Your data is uploaded and downloaded over a secure connection, your credentials are encrypted and hashed. We don’t store (or even know) your password. Your company data and any Confidential Information you may upload to the platform is stored securely, and only people you’ve assigned as members of your team (in addition to any persons approved under term 2.4) can access your data, per the access permissions you assigned to those team members. We expect you to ensure that your team, particularly those you give Admin access to, have strong passwords, ideally different from their social network site logins.

2.2 Account creation

If you establish an account on the Platform, you are responsible for maintaining the confidentiality of your user ID and password, and you are responsible for all activities that occur under your password or user ID. You agree to: (i) log out from your account at the end of each session; and (ii) immediately notify us at support@tokenhousenft.com of any unauthorized use of your password or user ID or any other breach of security.

You are responsible for all content that you transmit or otherwise make available to our Site and Platform. Your access to and use of this Platform may be monitored, including but not limited to, for the purpose of identifying illegal or unauthorized activities.

All personally identifiable information collected from you is governed by our Privacy Policy.

2.3 Data collection

Subject to the confidentiality obligations created under these Terms (see below), you agree that we have the right to collect and analyse specific data points and other information gained from your company profile, settings and including but not limited to interactions with our team on our chat support. This covers, without limitation, information concerning your data and data derived therefrom, and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Site/Platform and for other development, diagnostic and corrective purposes in connection with the Site/Platform; and (ii) to disclose such data solely in aggregated or other de-identified form in connection with our business, for example, we could indicate that most early stage startups offer x% of their equity for £y. This is for the mutual benefit of all our users.

For more information about your data please click here to view our Privacy Policy.

2.4 Granting ourselves access for customer support purposes

Occasionally you may contact us for customer support. It may be necessary for our team to access your company’s profile page for the purpose of assistance, to enable them to see what you are having an issue with or for them to inspect a document you have referred to. This will only happen with your implied consent to do so, such as during an active conversation between yourself and a team member on our live chat software or where it is necessary to answer a question you have asked them on email/chat support.

Once you have finished working with that team member, they will remove their access from your company’s profile. We also require our team members to regularly review the list of companies they have access to and to remove themselves from any company that they are not actively assisting to minimize the risk of any data breach.

Additionally, you also have the ability to remove our team members from your company’s profile at any time, so that only those who you have permitted to have access to your data has it.

2.5 Providing platform feedback

If you give us feedback on the Platform, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary and implementation of that feedback is owned by us and may become part of the Site or the Platform without compensation to you. We reserve all rights in and to the Platform unless we expressly state otherwise.

2.6 Phone, SMS and email contact

If phone numbers are provided along with other contact details you may or may not receive phone calls / SMS / emails from your account owner. You can opt-out of this contact by emailing us at support@tokenhousenft.com or by requesting so on our web chat.

2.7 Who is the controller and who is the processor

As part of providing the Site, the Platform and the Services to you, we will process personal data. We will do so either as a data controller (meaning, we decide the manner and purpose of the processing) or data processor (meaning, we process the data on your behalf and on your instructions) depending on the circumstances. In this clause, “personal data”, “data controller” and “data processor” have the meanings given to them in the Data Protection Act 2018 and the United Kingdom General Data Protection Regulation.

When we process your personal data for our own business purposes (for example, creating your account, managing our relationship with you, handling customer service questions and managing billing and invoicing), we are the data controller. In that case, we will process personal data in accordance with our Privacy Policy.

When we process personal data on your behalf for your business purposes (for example, document automation, cap table management, team agreements and other features relating to growing, running and funding your company), we are the data processor. In that case, we will process personal data in accordance with our Privacy Policy and this clause 2.

Both parties will comply with all applicable requirements of the United Kingdom General Data Protection Regulation, the Data Protection Act 2018 and all other mandatory data protections laws and regulations applicable in the United Kingdom from time to time (“Data Protection Legislation”). This clause 2 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

2.8 What data we will process on your behalf

When we act as a data processor on your behalf, we will carry out the processing activities below:

Subject matter of the processing: the provision of the Site, the Platform and Services to you.

Duration of the processing: starting on the date you provide the relevant personal data to us (for example by adding an employee’s details when you create an employment agreement on the platform, or when you send us an investor’s details through our live chat support or by email) until you either remove the relevant personal data from the platform or delete your account with Tokhouse.

Nature and purpose of the processing: adding relevant personal details to the documents you create on the platform, for example employee’s details in employment agreement, and investors’ details in your cap table and agreements relating to funding rounds.

Type of personal data involved: name, address, email address, salary or consultancy fees (founders, employees, consultants and advisors), job title and other details relating to employment or consultancy (founders, employees, consultants and advisors).

Categories of data subject: you, the company’s founders, shareholders, directors, employees, consultants, advisors, affiliates and investors, depending on what documents you create on the Platform (if you don’t create employment agreements, we won’t process data relating to your employees).

2.9 We will only act on your documented instructions

We will only act on your documented instructions (including with regard to transfers of personal data to a third country or an international organisation) unless we are required by law to act without such instructions. You can provide us with your instructions by making selections and inputting information on the Platform, or when you communicate with us through our live chat support or by email.

If we are required by law to process personal data and don’t have your instructions to do so, we will notify you before we carry out the processing required by law (unless the law prohibits us from notifying you).

2.10 We will take steps to ensure data is processed securely

We have implemented appropriate technical and organisational measures to ensure we can securely process personal data. This includes measures to address the particular risks that are presented by processing, for example from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the personal data we process on your behalf. When implementing these measures, we will take into account:

the state of technological development and the availability of relevant technology (for the purposes of Article 32(1) of the GDPR);

the costs of implementation of any measures (which may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of our systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures we have adopted);

the nature, scope, context and purposes of processing; and

the risks for the rights and freedoms of the data subjects.

2.11 Everyone who processes personal data is under a duty of confidence

We will ensure that everyone who has access to or processes personal data on your behalf agrees to keep the data confidential. This mainly includes Tokhouse employees who are subject to confidentiality obligations under their employment contracts. If we engage any third parties to process personal data on your behalf, we will ensure that they are subject to a duty of confidence before we share any personal data with them.

2.12 General authority to appoint sub-processors

By accepting these Terms, you authorise us to appoint third parties to process personal data as a sub-processor as we see fit. This clause will be deemed to be your general written authorisation under Article 28(2) of the GDPR. We will let you know if we plan to make any changes concerning the addition or replacement of any sub-processors before we make the change.

When we engage a sub-processor, we will ensure that we have a written contract in place with the sub-processor that sets out the same data protection obligations on the third party as are set out in this clause 2 (or substantially on that sub-processor’s standard terms of business), in particular providing sufficient guarantees to implement appropriate technical and organisational measures to ensure that the processing will meet the requirements of the relevant Data Protection Legislation.

If we appoint a sub-processor, we remain fully liable to you for the performance of the sub-processor’s data protection obligations.

2.13 International transfers

If we need to transfer any personal data outside the UK (for example, if our service providers store personal data on servers outside the UK) we will ensure that appropriate safeguards are in place to keep the data secure, and that effective legal remedies are available for data subjects, or that there is an ‘adequacy decision’ or ‘adequacy regulation’ (as defined in the Data Protection Act 2018). If we need to transfer any data, we will comply with our obligations under the relevant Data Protection Legislation to provide an adequate level of protection to any personal data that is transferred.

3. Regulatory and Tax Status

3.1 We are not a regulated entity

We are not an cryptoasset firm and aren’t regulated as such. The content of this website is NOT approved by the Financial Services & Markets Act 2000 or the Financial Conduct Authority.

The FCA regulates cryptoasset firms. There is no single, widely-agreed definition of a cryptoasset.A cryptoasset is understood to be a digital representation of value or contractual rights that can be transferred, stored or traded electronically, and which may (though does not necessarily) utilise cryptography, distributed ledger technology or similar technology. Broadly, a cryptoasset is a cryptographically secured digital representation of value or contractual rights that uses some type of distributed ledger technology (DLT) and can be transferred, stored or traded electronically.

This is the approach taken to defining cryptoassets for the purposes of the UK’s Money Laundering and Terrorist Financing regulations.

Examples of cryptoassets include Bitcoin and Ethereum. The market is constantly evolving, with new and different cryptoassets being developed. The term ‘token’ is used interchangeably with ‘cryptoasset’ hereafter.

In 2019 the Financial Conduct Authority (FCA) published its ‘Guidance on cryptoassets’ which described three broad categories of token in relation to how they fit within existing FCA regulation: e-money tokens, security tokens and unregulated tokens.

e-money tokens meet the definition of electronic money in the Electronic Money Regulations 2011 (EMRs) – broadly, digital payment instruments that store value, can be redeemed at par value, at any time and offer holders a direct claim on the issuer • security tokens have characteristics akin to specified investments, like a share or a debt instrument, as set out in UK legislation.

Broadly, these are likely to be tokenised, digital forms of traditional securities.

As with emoney tokens, these are already within the UK’s regulatory perimeter and therefore subject to FCA regulation • unregulated tokens are neither e-money tokens nor security tokens and include: • utility tokens: tokens used to buy a service, or access a DLT platform – this could, for example, include access to online cloud storage; and • exchange tokens: tokens that are primarily used as a means of exchange – this includes widely known cryptoassets such as Bitcoin, Ether and XRP.

‘as assets, they establish no claim on any future income streams or collateral. They have no intrinsic value beyond their currently limited potential to be adopted as money in the future, and hence could prove worthless’.

The NFT is an unregulated token. The NFTs are not readily realisable and are not subject to the same protection from the Financial Services Compensation Scheme (FSCS) as deposits.

3.2 Tax Status

Tax treatment depends on individual circumstances of each token wallet holder. The NFT user shall bear the cost of all stamp duty, stamp duty reserve tax, stamp duty land tax, any notarial fees and all registration and transfer taxes and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable as a result of the transactions contemplated by this the NFT Programme. The NFT user shall be responsible for arranging the payment of such stamp duty, stamp duty reserve tax, stamp duty land tax and all other such fees, taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with such payment.

3.3 We don’t provide investment, legal, tax, accounting or financial advice

The Platform and related Services constitute an online portal that provides a platform to facilitate the property conversion into an NFT.

We are not providing legal, tax, accounting, financial, investment brokerage or any other advice. The Platform, Site should not be used as a substitute for advice from qualified legal, tax, accounting or financial professionals relevant to the jurisdiction in which you or your company are operating;

Whilst we deny that any legal responsibility arises when you use the Platform or our Services, in the event we are wrong, we exclude all legal responsibility and costs for reliance placed by anyone on the Platform, our Services; and

You understand and accept the differences in the regulatory protections that are available to you as outlined above.

Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date.

3.3 Services in jurisdictions outside England & Wales

If your company is domiciled in a jurisdiction outside of England and Wales and you use the Platform or our Services, it is important that you understand we are not a regulated entity in any jurisdiction and are not authorised or regulated by any relevant professional regulatory body in your jurisdiction. There may be differences in the regulatory protections that are available to you when you deal with an unregulated entity and it’s important that you understand that you may not have the same regulatory protections as you would have if you engaged an authorised lawyer and/or regulated law firm in your jurisdiction.

Tokhouse’ services outside of England & Wales are subject to the rules and regulations of the relevant jurisdiction.

4. Confidential information

Your relationship with us is not legally privileged in the way it would be if you were working with a regulated legal professional. Nevertheless, in the course of assisting you with one of our Services, both of us understand that the other party has disclosed or may disclose business, technical, financial or other confidential, sensitive or proprietary information relating to their business (“Confidential Information”). Confidential Information includes non-public information regarding features, functionality and performance of the Service, non-public information data provided by you to us to enable the provision of our Services (company data, business plans, financials, pitch decks, investor interest information etc), and any other information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Both of us agree:

to take reasonable precautions to protect such Confidential Information; and

not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.

The foregoing provisions will not apply with respect to any information that any of us can prove:

is or becomes generally available to the public;

was in its possession or known by it prior to receipt from the other party;

was rightfully disclosed to it without restriction by a third party;

was independently developed without use of any Confidential Information owned by the other party; or

is required to be disclosed by law.

6. Proprietary rights

We own and retain all right, title and interest in and to (a) the Services and Platform, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with our Services or support or the Platform, and (c) all intellectual property rights related to any of the foregoing, including but not limited to all text, published material, document creation “flow”, sound, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, and “look and feel” of the Platform and any related Services. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You will own all right, title and interest in and to your personal data and Confidential Information.

No rights or licenses are granted except as expressly set forth herein.

7. Representations & warranties

7.1 Authority

By entering into an agreement under these Terms on behalf of a company or other legal entity, you represent that you have the appropriate authority to bind such entity and its affiliates to these Terms. In which case the terms “you”, “your” and “user” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with the Terms, you must not accept any agreement under these Terms and may not use the Platform or our Services.

7.2 Appropriate use

You confirm that:

you are over 18 years of age;

are only using the Platform for your own personal use or as a person with appropriate authority on behalf of a company or other legal entity;

that you comply with all applicable laws, rules, regulations and court orders; and

that you adhere to all our published policies then in effect.

Should you not be able to confirm the above you must stop using the Platform and our Services immediately.

7.3 Restrictions

You warrant that you will not, directly or indirectly:

reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”);

modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorized within the Services);

use the Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third party;

introduce or permit the introduction of any virus into our IT systems;

access all or any part of our Platform or Services in order to build a product or service which competes with us; or

remove any proprietary notices or labels.

7.4 Our license to you to allow you to use our materials

With respect to any contracts, documentation, forms, funding agreements, or any other material obtained through, exported, or created for you by the Tokhouse Site or Service (the “Materials”), we hereby grant you a non-exclusive, non-transferable, non-sublicensable license to use such Materials only in connection with the Services.

7.5 Our indemnity to you

We will indemnify you and hold you harmless against any claims by third parties resulting from any alleged infringement by the Service of any UK patent or misappropriation of any trade secret, provided we are promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and/or settlement; We will not be responsible for any settlement we do not approve in writing.

The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by us, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by us, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where we continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with these Terms.

If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by us to be infringing, we may, at our option and expense (a) replace or modify the Service to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate our agreement under these Terms and your rights hereunder and provide you a refund of any prepaid, unused fees for the Service.

7.6 Your indemnity to us

You hereby agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action howsoever arising as a result of an alleged violation of these Terms or otherwise from a User’s use of the Materials or Services.

You further agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action howsoever arising as a result of your failure to observe your obligations under the Data Protection Legislation (including but not limited to, providing any required notices to and obtaining any required consents from data subjects) or arising as a result of us complying with any documented instructions you give us.

8. Disclaimers & limitation of liability

8.1 Limitation of liability

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our team and for fraud or fraudulent misrepresentation.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE AND OUR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY:

(A) FOR USE OF THE PLATFORM, SERVICES OR FOR ERROR OR INTERRUPTION OF USE OF THE PLATFORM OR SERVICES;

(B) FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;

(C) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;

(D) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR

(E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Allocation of risk

These Terms fairly allocate the risks between us, on the one hand, and you on the other. You acknowledge and agree that the pricing of our Services reflects this allocation of risk and the limitation of liability specified herein and that we would not enter into this agreement without such allocation and limitation.

8.3 Cannot guarantee uninterrupted service

Whilst we do not guarantee that our Platform or any Services available through it will always be available or be uninterrupted or error free, we will use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimises errors and interruptions in the Platform and our Services. We will perform Platform updates in a professional and workmanlike manner. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control, but we will use reasonable efforts to communicate this via social media channels or on our Site, and we will aim to provide (where possible) an estimated time by which the Platform and Site will resume their normal service.

8.4 Disclaimer of warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. OUR SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. WE SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF OUR PLATFORM OR SERVICES COMPLIES WITH APPLICABLE LAWS AND REGULATIONS IN YOUR JURISDICTION(S).  YOU ACKNOWLEDGE AND AGREE, THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY US WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

8.5 No claims against individuals

You agree to bring any claim (including negligence) in connection with any of the Services only against us, and not against any individual, however described.

9. Complaints

If you are reading this section you are probably unhappy. So, first things first, we are sorry.

We want all of our users to have a fantastic experience when using Tokhouse, so when we hear that we have not provided a service to that standard, we want to do all that we can to make things right.

However, we appreciate that some matters sometimes require further escalation. That is what this section is for.

Should you find that you need to make a complaint, we can assure you that it will be addressed swiftly, fairly and efficiently, so that we can find a resolution as quickly as possible.

If you have a complaint, we ask that you do the following:

Write an email addressed to support@tokenhouse.com

Enter the subject line: “I have a complaint” and add your company name (or the account that complaint relates to on the platform)

In the body of the email, please describe as much as possible the nature of the complaint, including when the issue happened and who you had been dealing with in our team

After you send your complaint email, you will receive an acknowledgement email from us within 7 business days.

A senior member of our organisation will review the complaint and will respond within a few days (no later than 7 business days from your acknowledgement email). This initial response may offer a resolution or may begin a dialogue in an attempt to reach the best possible outcome.

10. Miscellaneous

These Terms and our Privacy Policy and Cookie Policy constitute the entire agreement with respect to access to and use of the Platform and related Services. Our obligations, if any, with regard to our Platform and Services are governed solely by the agreements pursuant to which they are provided and nothing on our Site, Platform or through discussions with our team using our live chat should be construed to alter such agreements, unless we explicitly state we are acting or allowing you to act contrary to these Terms.

You agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity. The failure by us to enforce any provision in these Terms will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

If any reference in these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

Our agreement under these Terms is not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer and assign any of our rights and obligations under these Terms without consent. Our agreement under these Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.

No agency, partnership, joint venture, or employment is created as a result of our agreement under these Terms and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and legal fees.

All notices under these Terms will be deemed to have been duly given when received, or if transmitted by email, the day after it is sent.

Our agreement under these Terms will be governed by the laws of England and Wales and we both agree to the exclusive jurisdiction of the courts of England and Wales.

Privacy Policy

1. Our approach to privacy

We operate a service which allows you to convert physical property and convert it into Non-Fungible Tokens (NFTs) for the purposes of trading on our property NFT marketplace, using our website located at http://tokenhouse.com/ (the “Service”).

We appreciate your interest in our Service. Privacy protection is very important to us and we are committed to protecting you and respecting your privacy. This privacy policy sets out information about how we collect, store, process, transfer, share and use data that identifies or is associated with you when providing our Service (hereinafter “personal information”).

The Service is operated by TokHouse Limited Trading as TokenHouse (“TokenHouse”, “we”, “our” or “us”) and we act as a data controller in relation to the personal information we hold about you. Our registered address is 4 Moorgate, London, England, EC2R 6DA

2. Our role in relation to your personal information

We process two broad categories of personal information when you access the Service:
(A) Your personal information as a customer (or potential customer) of the Service, or as a visitor to our website (hereinafter “Customer Data”); and

For the purposes of data protection laws, we act as the controller of Customer Data. A controller decides why and how to process personal information. A processor processes personal information on behalf of a controller based on the controller’s instructions.

3. Personal information we collect about you and how we use it

Customer Data
3.1 We collect Customer Data about you when you voluntarily submit such data directly to us through our Service. This can include information you provide to us when you register with us, edit your profile, upload documentation, purchase services, correspond with us, respond to a survey, enter a promotion or use some other feature of our Service.

3.2 At various places on our site you may be requested to enter certain personal information. Personal information that must be provided in order to use the requested services will be indicated at the time of collection. If you choose not to provide this personal information, we may not be able to provide some or all of the features and functionalities of the Service to you or respond to your other requests. Other personal information that you are not required to provide in order to receive our services may be voluntarily given and you are free to decide not to give such personal information.

3.3 The annexes sets out the categories of Customer Data we collect about you and how we use that information. The table also lists the legal basis which we rely on to process the personal information and the recipients of the personal information. Please also refer to the section titled ‘Cookies and similar technologies’ below.
3.4 We also automatically collect Customer Data indirectly about how you access and use the Service and information about the device you use to access the Service.
3.5 We may link or combine the Customer Data we collect directly from you and the Customer Data we collect automatically from you. This allows us to provide you with a personalised experience regardless of how you interact with us.
3.6 We may anonymise and aggregate any of the Customer Data we collect about you (so that it does not directly identify you). We may use such anonymised information for purposes that include testing our IT systems, research, data analysis, improving our site and developing new products and features.

4. Cookies and similar technologies
What are cookies?
We may collect information using ‘cookies’. Cookies are small data files stored on the hard drive of your computer or mobile device by a website or web application. We may use both session cookies (which expire once you close your web browser) and persistent cookies (which stay on your computer or mobile device until you delete them) to provide you with a more personal and interactive experience on our Service.

Cookies we use
Our Service uses the following types of cookies for the purposes set out below:

Essential cookies
Purpose: These cookies are deemed essential to provide you with the required services. Without these cookies, we are unable to provide operational services to you. We only use these cookies to provide you with those services.
Third-parties: Chargebee, KissFlow

Functional cookies
Purpose: These cookies enable us to provide additional features of the service. The purpose of these cookies is to provide you with a more personal experience and enhance your user experience while interacting with our services.
Third-parties: Intercom, KissFlow

Marketing cookies
Purpose: These cookies enable us to provide a personalised experience and promote content that may likely be of interest to you. These cookies use information about your browsing history to group you with other users who have similar interests. Based on that information, and with our permission, third-party advertisers may place cookies to enable them to show adverts which we think will be relevant to your interests while you are on third-party websites.
Third-parties: Google Tag Manager, Facebook, Twitter, LinkedIn, Intercom

Analytics cookies
Purpose: These cookies are used to collect information about traffic to our Service and how users use our Service. The information gathered via these cookies does not ‘directly’ identify any individual visitor. However, it may render such visitors ‘indirectly identifiable’. This is because the information collected is typically linked to a pseudonymous identifier associated with the device you use to access our Service. The information collected is aggregated and anonymous. We use this information to help operate our Service more efficiently, to gather broad demographic information and to monitor the level of activity on our Service.
Third-parties: Google Analytics, Hotjar,

Social Media cookies
Purpose: These cookies are used when you share information using a social media sharing button or ‘like’ button on our site or you link your account or engage with our content on or through a social networking website such as Facebook, Twitter or LinkedIn. The social network will record that you have done this.
Third-parties: Facebook, Twitter, LinkedIn

Disabling cookies
You can typically remove or reject cookies via your browser settings. In order to do this, follow the instructions provided by your browser (usually located within the ‘settings’, ‘help’ or ‘tools’ menu). Many browsers are set to accept cookies until you change your settings.
If you do not accept our cookies, you may experience some inconvenience in your use of our Service. For example, we may not be able to recognise your computer or mobile device and you may need to log in every time you visit our Service.
Further information about cookies, including how to see what cookies have been set on your computer or mobile device and how to manage and delete them, visit www.allaboutcookies.org and www.youronlinechoices.com.uk.
In particular, you can disable cookies which remember your browsing habits and target advertising at you by visiting https://www.youronlinechoices.com/uk/your-ad-choices. If you choose to remove targeted or advertising cookies, you will still see adverts but they may not be relevant to you. Even if you do choose to remove cookies by the companies listed at the above link, not all companies that serve online behavioral advertising are included in this list, and so you may still receive some cookies and tailored adverts from companies that are not listed.

5. Information we share with third parties
5.1 We may share any of your personal information with the following parties (as required in accordance with the uses set out in Annexes 1 and 2:
(A) Companies in the same group of companies as us: our subsidiaries (i.e. any organisation we own or control) or our holding company or ultimate holding company (i.e. any organisation that owns or controls us) and any subsidiaries they own. These companies will only use your personal information in the same way as we can under this privacy policy.
(B) Service providers and advisors: third parties who provide a service to us. For example, third party service providers either provide IT infrastructure or help support it, help us to provide you with support in relation to the Service, process payments from you on our behalf, develop analytical information for us about our products and services and provide professional services such as legal and accountancy services. These third parties will only be allowed to use your personal information in accordance with our instructions and will be required to keep your information secure.
(C) Purchasers of our business: personal information may be disclosed or transferred to buyers or perspective buyers of our business or any of our assets as part of any such sale. We will take all reasonable steps to ensure that such recipients will use your personal information in a way that is consistent with this privacy policy.
(D) Law enforcement, regulators and other parties for legal reasons: third parties who we are under a legal obligation to disclose your personal information to or to whom we need to disclose your personal information to protect our rights, property or safety or to protect the rights, property or safety of others. We may also disclose personal information to third parties to help detect and investigate illegal activities and breaches of any agreement we have with you.

5.2 We do not disclose information about identifiable individuals to anyone else except as set out above. We may provide third parties with aggregate statistical information and analytics about users of our Service but we will make sure no one can be identified from this information before we disclose it.

6. Marketing and advertising

6.1 From time to time we may contact you with information about our products and services. Most marketing messages we send will be by email. For some marketing messages we may use Customer Data we collect about you to help us determine the most relevant marketing information to share with you.

6.2 We will only send marketing messages to users who have chosen to receive them. We will ask you if you would like to receive these messages when we first collect your contact details. You can also change your marketing preference at a later date by following the instructions outlined below:
(A) Click on the unsubscribe link at the bottom of our marketing emails.
(B) If you have an online account with us you might be able to opt-out of marketing emails, features updates through your account settings.

6.3 Please note that if you do opt-out of or do not grant consent to receiving marketing related messages from us, we may still send you non-marketing messages, such as communications relating to the provision of our Service.

6.4 You can also let us know at any time that you do not wish to receive marketing anymore by sending an email to us at support@tokenhousenft.com. You may also be able to unsubscribe from our marketing emails by clicking on the unsubscribe link in the emails we send to you.

6.4 Please rest assured that we do not sell your personal information to a third-party for commercial purposes.

7. Storing and transferring your personal information

7.1 Retention period: We will store the personal information we collect about you for no longer than necessary for the purposes set out in Annex 1 and Annex 2 and in accordance with our legal obligations and legitimate business interests.

7.2 Security: We implement appropriate and reasonable technical and organisational measures to protect your personal information against accidental or unlawful destruction, loss, change, or damage. All personal information we collect will be stored on our secure servers. We also limit access to your personal information to those employees and other staff who have a business need to have such access. We have put in place procedures to deal with any actual or suspected personal data breach. In the event of any such breach, we have systems in place to work with applicable regulators. In addition, in certain circumstances, we may notify you of breaches affecting your personal information where we are legally required to do so.

7.3 Phishing: We will never send you unsolicited emails or contact you by phone requesting your account ID, password, credit or debit card information or national identification numbers.

8. Your rights in respect of your personal information

8.1 If you are resident in the European Economic Area, in accordance with applicable privacy law, you have the following rights in respect of your personal information that we hold:
(A) Right of access. You have the right to obtain:
o (i) confirmation of whether, and where, we are processing your personal information;
o (ii) information about the categories of personal information we are processing, the purposes for which we process your personal information and information as to how we determine applicable retention periods;
o (iii) information about the categories of recipients with whom we may share your personal information; and
o (iv) a copy of the personal information we hold about you.
(B) Right of portability. You have the right, in certain circumstances, to receive a copy of the personal information you have provided to us in a structured, commonly used, machine-readable format that supports re-use, or to request the transfer of your personal information to another person
(C) Right to rectification. You have the right to obtain rectification of any inaccurate or incomplete personal information we hold about you without undue delay.
(D) Right to erasure. You have the right, in some circumstances, to require us to erase your personal information without undue delay if the continued processing of that personal information is not justified.
(E) Right to restriction. You have the right, in some circumstances, to require us to limit the purposes for which we process your personal information if the continued processing of the personal information in this way is not justified, such as where the accuracy of the personal information is contested by you.
(F) Right to object. You have a right, in some circumstances, to object to any processing based on our legitimate interests. There may, however, be compelling reasons for continuing to process your personal information, and we will assess and inform you if that is the case.

8.2 If you wish to exercise one of these rights, please contact us using the contact details at the end of this privacy policy. You may also review and edit the personal information you have submitted to us by logging into your account on our website.

8.3 We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal information. This is a security measure to ensure that personal information is not disclosed to any person who has no right to receive it.

8.4 We will try to respond to all legitimate requests relating to Customer Data within 30 days. Occasionally it may take us longer if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

8.5 Residents in other jurisdictions may have similar rights to the above. If you would like to exercise one of these rights, please contact us using the contact details at the end of this privacy policy. We will comply with any request to the extent required under applicable law.

IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS YOU CANNOT USE THE PLATFORM OR OUR SERVICES. IF YOU HAVE PROCEEDED TO RECEIVE LEGAL DOCUMENTS AND THEN COMMENCE USE OF THE SERVICES WE WILL DETERMINE THAT YOU HAVE ACCEPTED THESE TERMS IN FULL.

9. Location of your personal information

9.1 Many of our service providers are based outside the United Kingdom or the European Economic Area, so their processing of your personal information will involve a transfer of data to countries based outside of that territory.

9.2 We are under a legal obligation to ensure that people to whom we provide your personal information hold it subject to appropriate safeguards and controls. Whenever we transfer your personal information out of the United Kingdom or the European Economic Area, we ensure a similar degree of protection is afforded to it by implementing measures which comply with applicable privacy law. To receive details of those measures, please contact us using the contact details at the end of this privacy policy.

10. Links to third-party sites
Our Service may, from time to time, contain links to and from third-party websites of our partner networks, advertisers, partner merchants, news publications, retailers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for their policies. Please check the individual policies before you submit any information to those websites.

11. Changes to this policy
We may update this privacy policy from time to time and so you should review this policy periodically. When we change this privacy policy in a material way, we will update the “last modified” date at the top of this privacy policy. Changes to this privacy policy are effective when they are posted on this page.

12. Notice to you
If we need to provide you with information about something, whether for legal, marketing or other business-related purposes, we will select what we believe is the best way to get in contact with you. We will usually do this through email or by placing a notice on our site. The fact that we may send notices to you will not stop you from being able to opt-out of certain types of contact as described in this privacy policy.

13. Children
The Service is not intended for children below the age of 16, and we do not knowingly collect data relating to such children.

14. Complaints

14.1 If you would like to make a complaint regarding this privacy policy or our practices in relation to your personal information, please contact us using the contact details at the end of this privacy policy.

14.2 We will reply to your complaint as soon as we can.

14.3 If you feel that your complaint has not been adequately resolved, please note that applicable privacy law may give you the right to contact your local data protection supervisory authority. Further information about how to contact your local data protection authority is available at http://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm.

15. Contacting us
Questions, comments and requests regarding this privacy policy are welcome and should be addressed to: support@tokenhousenft.com