TERMS AND CONDITIONS OF USE AND SERVICES – REVELA

1. OPERATOR IDENTITY The REVELA platform is published and operated by NUKOD LTD, a company registered in England and Wales. The development, maintenance and hosting of the platform are provided by HyperDrift, acting as an independent technical service provider. 2. PURPOSE OF THE PLATFORM REVELA is a private, invitation-only platform connecting users for the purpose of transactions relating to physical works of art. The platform enables users to offer works and receive acquisition offers in a confidential setting. 3. NATURE OF THE SERVICE REVELA acts solely as a technical intermediary facilitating connections and communications between users. REVELA provides an interface allowing users to submit and transmit purchase offers and expressions of intent to sell. REVELA does not, at any stage, participate in: negotiation; price setting; the decision to accept an offer; the completion of the transaction. REVELA: is not an auction house; does not act as auctioneer, agent, mandatary, broker, consignee, representative or fiduciary; does not hold, own or control the works; does not organise any public or private auction sale. The platform does not implement any bidding mechanism within the meaning of public or private auction sales. The features offered do not constitute an adjudication mechanism or an automated allocation process. 4. ACCESS CONDITIONS Access to the platform is strictly limited to users who: hold a valid invitation; have completed the registration process; have verified their identity through a verification process, including KYC where required. REVELA reserves the right to refuse, restrict, suspend or terminate access to any user, without prior notice, including in the event of suspected fraud, non-compliance, abusive behaviour, identity concerns, legal risk, regulatory risk or reputational risk. 4A. COMPLIANCE, AML AND SANCTIONS CHECKS REVELA reserves the right to request, at any time, additional information or documentation relating to a user’s identity, source of funds, source of wealth, provenance of the work, beneficial ownership, sanctions status or any other matter required for compliance, anti-money laundering, counter-terrorist financing, fraud prevention or sanctions screening purposes. REVELA may refuse, restrict, suspend or cancel access to the platform or to any transaction where the information provided is incomplete, inconsistent, insufficient or gives rise to legal, regulatory, financial, reputational or compliance concerns. No user has any right to access the platform, submit an offer, offer a work or complete a transaction where REVELA considers that further verification or due diligence is required. 5. HOW OFFERS WORK Users may submit acquisition offers on works offered via the platform during an indicative period. These offers are transmitted to the seller for information purposes. REVELA does not perform any automatic selection or allocation of offers. Any information displayed on the platform, including the highest offer received or changes in amounts, is provided for indicative purposes only and does not constitute automatic allocation. The seller remains entirely free: to accept or refuse any offer; to follow up on no offer; not to select the highest offer; to negotiate or not with one or more users. A sale is only formed once: the seller has expressly accepted an offer; and the buyer has confirmed the transaction. No offer has automatic effect. REVELA does not participate in the formation of consent between the parties and is not a party to transactions concluded between users. 6. USER OBLIGATIONS Any offer submitted via the platform constitutes a firm intention to acquire, subject to acceptance by the seller and confirmation by the buyer. Users agree to act in good faith and to perform any transaction validly concluded between them. REVELA reserves the right to suspend or exclude any user who fails to comply with these obligations. The user shall not seek to renegotiate the price after acceptance by the seller unless the seller expressly agrees. 6A. BINDING NATURE OF TRANSACTIONS Subject to any mandatory consumer rights or other non-excludable rights under applicable law, any transaction concluded between the parties via the platform is firm and final. No cancellation, withdrawal or renegotiation may occur after confirmation of the transaction and payment, except in the event of material non-conformity or where required by applicable law. Material non-conformity means only: a substantial error regarding the nature of the work; proven impairment of its authenticity; a significant deviation from the description provided. The following do not constitute non-conformity: minor defects; variations in appearance; any subjective assessment, opinion or change of mind. Any dispute must be raised within forty-eight (48) hours of receipt of the work, with supporting evidence. Failing this, the transaction shall be deemed definitively accepted. Nothing in these Terms excludes or limits any mandatory rights that cannot lawfully be excluded or limited. 7. OFFERING WORKS FOR SALE The seller undertakes to provide accurate, complete and truthful information about the work offered, including its description, images and, where applicable, provenance. The seller declares that they hold the necessary rights to offer the work for sale or are duly authorised to act on behalf of the owner. The seller warrants that the work does not infringe any third-party rights, including rights relating to ownership, intellectual property or applicable regulations. REVELA may, at any time and without notice, refuse, suspend or withdraw any work that breaches these Terms or may harm the platform’s reputation. The seller remains solely responsible for all legal obligations relating to the resale of the work, including resale royalty, artist’s resale right, droit de suite or any equivalent right where applicable. The seller is solely responsible for informing REVELA where a transaction may be subject to any resale royalty, tax, reporting requirement or other specific legal obligation. REVELA does not participate in determining, calculating, collecting, declaring or paying such obligations. REVELA may request additional information or suspend a transaction until such obligations have been clarified. 8. LIABILITY RELATING TO WORKS The seller is solely responsible for: authenticity; provenance; conformity; the description and information provided. REVELA provides no express or implied warranty in this respect. Information displayed on the platform, including descriptions, images, estimates or indications, is provided under the seller’s sole responsibility and is for indicative purposes only. REVELA shall not be liable for any error, omission or inaccuracy relating to a work. 9. EXPERT INVOLVEMENT REVELA may work with experts, consultants or art market professionals. The terms on which such persons act, including remuneration, role and any involvement in a transaction, are defined on a case-by-case basis under separate agreements. Such persons act independently and do not bind REVELA. REVELA does not guarantee the accuracy, completeness or relevance of opinions, estimates or information provided by them. Any expert input is indicative only and does not constitute validation, certification or a warranty regarding the work. REVELA does not intervene in the relationship between the user and the expert and shall not be liable for services performed by such persons. 10. NON-CIRCUMVENTION Users shall not conclude, outside the platform, any transaction with another user concerning a work for which they were connected through REVELA, where that transaction follows directly or indirectly from an interaction initiated on the platform. This restriction applies for a period of twelve (12) months from the last interaction relating to the relevant work on REVELA. Any attempt to circumvent this obligation, including direct contact between users for the purpose of completing a transaction outside the platform, constitutes a breach of these Terms. In the event of established circumvention, REVELA may: suspend or delete the user’s account; claim payment of the commissions that would have been due in respect of the relevant transaction. This restriction does not prevent the seller from marketing the work to third parties who were not identified, introduced or connected through the platform. 11. COMMISSIONS Transactions give rise to the following fees: 5% payable by the seller, inclusive of any applicable VAT or similar taxes where applicable; 5% payable by the buyer, inclusive of any applicable VAT or similar taxes where applicable. These fees are charged for access to and use of the platform and related services. These fees are calculated on the total transaction amount. 12. SUBSCRIPTION Access to buying and selling features is subject to an annual subscription of €12, inclusive of any applicable VAT or similar taxes where applicable. The subscription becomes effective upon completion of a first transaction on the platform, whether as buyer or seller. The subscription then renews automatically each year unless terminated by the user. The subscription is non-refundable, subject to any mandatory rights under applicable law. 13. PAYMENTS Payments are processed via a third-party payment service provider, including Stripe. Payments and settlement are processed by the third-party payment service provider in accordance with its own contractual terms. REVELA does not provide regulated payment services, does not act as an escrow agent, does not act as custodian, does not hold funds in its own name and does not control the safeguarding, holding or settlement of funds. Payment occurs only after the seller has accepted an offer. The buyer undertakes, in that case, to proceed with payment without undue delay. Completion of the transaction is conditional upon the successful processing and actual receipt of payment. If payment is not made, REVELA may suspend the transaction and take any appropriate measure, including suspension of the user account. 14. LOGISTICS AND DELIVERY Packing, shipping and delivery are the exclusive responsibility of the seller. REVELA may suggest logistics options or introduce third-party carriers for information purposes only, without accepting liability. Information required for delivery, including the buyer’s name and address, may be shared with the seller only after: acceptance of an offer by the seller; confirmation of the transaction; full payment via the platform. By default, the buyer’s direct contact details, including email address and phone number, are not transmitted to the seller. Where the chosen carrier requires additional information, such as an email address or phone number, the seller must provide REVELA with the carrier’s contact details and shipment references. REVELA may then transmit directly to the carrier only the information strictly necessary to perform the delivery. The seller shall not use any information shared in connection with the transaction for any purpose other than shipping the work. REVELA is not a carrier and shall not be liable for delays, loss, damage, customs charges, refusal of delivery or transport disputes. The seller is solely responsible for packing, shipping and choosing the carrier. Subject to any mandatory legal rule to the contrary, risk transfers when the work is handed over to the carrier. It is the seller’s responsibility to ensure, where applicable, that transport insurance coverage is adequate. If the buyer and seller wish to arrange handover in person, this may only take place after confirmation of the transaction and full payment via the platform. REVELA may organise or oversee the practical arrangements for such handover. Any attempt to complete the transaction outside the platform constitutes circumvention within the meaning of these Terms. 15. LIABILITY REVELA is liable only for direct damage resulting from a proven breach of its technical obligations. REVELA shall not be liable for: contractual relations between users; negotiation, formation or performance of transactions; quality, authenticity, provenance or conformity of works; offers made, their content, or their acceptance or refusal by users; disputes arising after the transaction, including payment, delivery or condition of the work; any indirect loss, including loss of opportunity, loss of revenue or commercial prejudice. REVELA’s liability is, in any event, limited to the amount of commissions actually received by REVELA in respect of the relevant transaction. This limitation applies to the fullest extent permitted by applicable law. Nothing in these Terms excludes or limits liability where such exclusion or limitation would be unlawful. 16. COMPLAINTS Disputes must be resolved directly between the parties. REVELA may provide informal assistance in the resolution of a dispute, without any obligation to do so. Such assistance shall not make REVELA a party to the transaction or to the dispute. 17. TERMINATION REVELA may suspend or delete an account in the event of breach of these Terms. REVELA may also suspend or delete an account where continued access to the platform may give rise to legal, regulatory, financial, technical, reputational or compliance risks. 18. TAX OBLIGATIONS Each user is solely responsible for their own tax obligations. REVELA does not provide tax, legal or accounting advice. Each user is responsible for determining, declaring and paying any tax, duty, levy or contribution applicable to their activity or to any transaction concluded through the platform. 19. GOVERNING LAW AND JURISDICTION These Terms are governed by the law of England and Wales. Subject to any mandatory consumer protection rights or other non-excludable rights under applicable law, any dispute shall fall within the exclusive jurisdiction of the courts of England and Wales. Nothing in these Terms deprives a consumer of any mandatory protection afforded by the law of the country in which they are habitually resident, where such protection cannot lawfully be excluded. 20. CONTACT For any question relating to these Terms, REVELA may be contacted at: contact@revela.club 21. LANGUAGE In case of divergence, inconsistency or contradiction between different language versions of these Terms, the English version shall prevail.