The rules and regulations mentioned in the cooperation agreement governing participation in the field of selling artistic and cultural works in Honar Holding

In line with its mission to Hami Honar Mana
and artists, develop entrepreneurship, and improve the virtual business environment,Hami Honar Mana Institute, in accordance with Articles 10 and 219 of the Civil Code, concludes a contract based on mutual interaction and good faith and the following provisions.

Article 1. Parties to the contract

First party:

Hami Honar Mana Institute (private joint stock company) with registration number 54077 and national ID 14011391668 and website address www.MadeinArt.ir, represented by Mr. Ebrahim Derakhshan (according to the minutes of the board of directors of Mana Art Support Institute and granting the right to sign contracts to the CEO), which is hereinafter referred to as “Honar Holding” in this contract.

And

Second party:

Dear Mr. / Mrs. / Gallery / Institution / Company / Publication / 01: 02; Identity card number/registration number: 03; National code/national ID: 04; To: 05; Postal code: 06; Contact number: 07; Email address: 08; hereinafter referred to as the “Seller” in this contract. (The aforementioned items will be automatically recorded in the contract from the Seller’s authentication form)

The legal and contractual residence of the seller of this contract is the same as that mentioned in the introduction to this contract. If the seller changes his address as described above, he must inform the other party in writing at least 10 days before the change, and until then the previous address is valid. The legal and contractual residence of the Mana Art Support Institute is the one that is listed in the latest official newspaper of that company. The other party is obliged to consider the latest changes in the official newspaper of the Mana Art Support Institute when sending any correspondence or communication and to consider that address as the legal residence of the Hami Honar Mana Institute.

Article 2. Definitions

1-2- Defective product: means any work/goods or any part or component thereof that has a defect, defect, damage, or has an invalid warranty or, as the case may be, lacks a warranty (following the description in the warranty section in the seller’s account), certificates, licenses, or permits that are legally required for the sale of that work/goods, or is inconsistent with the features and descriptions mentioned in the product and store.

2-2- Counterfeit/non-original works/goods/copy similar to the original/use of an artistic idea

The following works/goods are considered counterfeit/non-original/similar copies/use of artistic ideas:

• Works and works/goods that are similar in name and design to the signature, brand, or original model of that work/good but different in terms of authenticity, or any works and works/goods that are inconsistent in terms of box, packaging, material, quality, etc. with the original works/goods sold by approved centers that sell original works/goods (such as the artist’s/brand’s main website or legal importing companies/reputable international galleries/museums), and also on the Honar Holding site, the original brand of the works/goods is mentioned in the title or images of the displayed works/goods, but the works/goods sold are inconsistent with the original examples of the works/goods;
• Works/goods in which the signature, serial number, model, label or other identifying marks or specifications of the works/goods, their parts and components or packaging or any writing on them have been removed, altered, replaced or tampered with in any way without authorization by the manufacturer, distributor or seller of the works/goods or any other person;

• Works/goods that are contrary to government, public, and industry laws, regulations, and standards, especially health regulations and the protection of ideas;
• Works/goods that infringe the rights of third parties, including intellectual property rights/registered ideas/ISBN-bearing publications/distinctive works of Mr.

3-2- Smuggled works/goods: Works/goods that do not have official documents and evidence that can be presented indicating their creation, entry, and clearance from the country’s legal and official customs authorities, or any works/goods that are considered smuggled according to the country’s current laws and regulations, including the note to Article 19 of the Value Added Tax Law.

4-2- Online market and offline market: Online market is a market in which works/goods are offered and sold on the Internet and online. Offline market is a market in which works/goods are offered and sold independently of the Internet and traditionally in stores and distribution centers.

5-2- Seller Center Panel: A virtual space with a dedicated portal for each seller, which is allocated to the seller by Honar Holding to offer and sell works and works/goods.

6-2- Internet portal: The website of Honar Holding is at www.MadeinArt.ir.

7-2- Valid warranty (follow the description of the warranty section in the seller’s account): A valid warranty is one for works/goods that have been identified by the Consumer Rights Protection Organization and have the relevant legal licenses, and a valid warranty is one for works that have potential defects and faults compensated within the usual time period.

8-2- Panel: DKMS Promotion Panel or Iranian Art Holding Marketing Solution is a virtual space with a dedicated portal for each seller, which is allocated by Art Holding to the seller to create or participate in promotions.

9-2- Honar Holding: Honar Hami Mana Institute (private joint stock company) with registration number 54077 and national ID 14011391668 and website address www.MadeinArt.ir

10-2- Seller: Any natural or legal person who, by confirming this contract as described in the attachment, sells their products and works/goods through the online portal.

11-2- Contract: The cooperation contract concluded between Honar Holding and the seller is based on the terms of this present contract and is described in the attached description.

Article 3. Subject of the contract

It is the display, mediation in the sale of artworks, products, and works/goods of the seller to buyers by providing an online portal.

Article 4. Contract Term

It is valid for 1 year from the date of signing the contract (digital/physical).

Note 1: This contract will be automatically extended for a similar period of one year at the end of the term unless one of the parties notifies the other party of its unwillingness to extend at least one week before the expiration of the term. If the value-added certificate is not valid or expires and is not extended within the specified and stipulated time, the seller will not be able to sell through the panel and, at the discretion of Honar Holding, the seller’s payments will be stopped.

Article 5. Commissions and sales costs

1-5- Honar Holding Commission: It is a percentage of the sale price of the works/goods that is paid to Honar Holding for providing services and offering the works/goods on the Honar Holding website, as described in the commission table in the seller dashboard panel. Since the aforementioned percentage is visible to the seller before the works/goods are listed in the panel, the seller confirms and accepts the aforementioned percentage as a fee and commission for Honar Holding by registering or listing the works/goods in the panel. Honar Holding can collect its commission from the seller’s receivables along with the applicable value-added tax.

2-5- Additional costs related to advertising services, content production and photography for works/goods, use of a special customer panel, return costs, label printing costs in Honar Holding warehouses (in case of sending by mail, sending the shipment without a label or with an illegible label to the warehouse), as well as fines (based on the working conditions of Honar Holding as described in this contract and the conditions stated in the seller’s dashboard panel) and additional costs related to all stages of packaging, sending works/works/goods to the warehouse and offices of Honar Holding (such as insurance, shipping and other related costs), warehousing and sending works/works/goods to the customer (based on the working conditions of Honar Holding), as described in the table of costs, along with value-added tax, shall be the responsibility of the seller and will be collected from the seller.

Note 2: The possibility of changing the commission, fees and penalties at any time by Honar Holding in the seller dashboard panel and the seller will be able to view the history of its changes. Changes in commission, fees and penalties will be notified to the seller two days before their implementation through the seller dashboard panel or email, and the continuation of the sales process by the seller after the changes are implemented is considered acceptance of the new conditions and is considered an amendment to this contract, which is automatically agreed upon by the parties with the continuation of the sales process and does not require separate signing and notification procedures to be effective.

Note 3: The seller undertakes to view his/her seller dashboard panel every day to be aware of any changes, and Honar Holding is not responsible for the seller’s claim of not being aware of the changes, and the seller is required to comply with the changes. Any amendment or addition or change, including changes in fees and penalties, will be posted on the seller’s panel, and a notification will be sent via the panel or the seller’s email to the address listed on the panel. The above changes will be effective within two days of the date of sending the notification and changes to the panel, unless the seller has announced his/her disagreement within the aforementioned period, in which case the contract will be terminated.

Article 6. How to implement the contract

1-6- Contracts are automatically renewed according to the period stated therein. If either party does not wish to automatically renew the contract, the matter must be notified to the other party in writing one week before the expiration. If the value-added certificate is invalid, the contract will not be renewed and the seller will not be able to sell through the panel, and at the discretion of Honar Holding, the seller’s payments will be stopped.

2-6- The customer’s purchase orders are visible to him, according to the inventory allocated by the seller in the seller’s dashboard panel, and the seller is obliged to pack the registered orders in a ready shipment, in a suitable wrapper, according to the criteria and time specified in his panel, and send them to the warehouse of Honar Holding or the customer’s address if Honar Holding confirms it in the panel. The warehouse address of Honar Holding will be announced to the seller, and if the announced address changes, Honar Holding will notify the seller, and the seller is obliged to comply with subsequent changes.

3-6- The storage of the works/goods of the customers in the warehouse of Honar Holding is on trust and Honar Holding is not liable except for infringement or omission. The storage fee is calculated according to the table in the panel and is collected from the seller. Honar Holding can deduct all its claims arising from this clause or other provisions of this contract directly from the seller’s claims or act in accordance with Note 9 of Article 10. In any case, Honar Holding has the right to claim the remaining or all costs and claims of Honar Holding through the judicial authorities.

4-6- This contract does not create an exclusive right to sell for the sellers, and no objections to the sale of works/goods or the price of works/goods being sold by other sellers will be heard.

5-6- The money from the sale of works/goods is deposited by the buyer into the account of Honar Holding, and the responsibility for issuing the sales invoice and the return document from the sale to the customer is the responsibility of Honar Holding, which, in accordance with the decision of the Technical Office and the objections of the taxpayers, issues and sends the sales invoice subject to the Direct Taxes Law for the sold works/goods on behalf of the seller, and also the invoice for the services provided by Honar Holding to the seller is issued by Honar Holding in the name of the seller. Honar Holding will report the income from providing its services to the seller and the contracts concluded with the seller to the Tax Affairs Organization in order to comply with the provisions of Articles 169 and 169-bis of the Direct Taxes Law. If the seller needs the information of the account holder to issue an invoice, it must issue its invoices in the name of the Mana Art Support Institute from the beginning of the same fiscal year.

6-6- By approving this contract, the seller authorizes Hami Honar Mana Institute (Honar Holding) to issue invoices on behalf of the seller for the items sold by the seller in the aforementioned virtual space, in order to satisfy the buyers. It should be noted that the seller assumes all responsibilities arising from the issuance of the aforementioned invoice and the sale of works/goods on the website of Hami Honar Mana Institute (Honar Holding) and, if necessary, is committed to appearing and responding to administrative and judicial authorities and is also the guarantor of compensation for damages incurred by third parties and Honar Holding, and Honar Holding Company has no responsibility whatsoever regarding the above matters.

7-6- The price of the works/goods is determined by and under the responsibility of the seller, in accordance with the pricing standards (according to the laws and regulations announced by the regulatory organizations or the approved price list approved by the unions or related organizations, as well as the pricing rules of Honar Holding) in the seller dashboard panel and in the DKMS panel. Therefore, the seller is responsible for responding to official authorities and third parties, including the customer, regarding the determined price. Pursuant to this contract, the seller declares as a condition of the contract that they have waived all options, including embezzlement, even if it is gross or obscene, regarding the sale of their works/goods on the Honar Holding online portal.

8-6- If the seller is subject to VAT and has a VAT certificate uploaded to the panel, he is obliged to renew it and upload a valid copy to the panel if the validity date of the said certificate expires. If a valid VAT certificate is not uploaded before the expiry date of the previous certificate, the seller’s payments will be blocked from the expiry date of the certificate until the seller uploads a valid certificate to the panel. It should be noted that a seller who is subject to VAT will still be subject to VAT after the expiry of the VAT certificate, and with the renewal of the certificate, the start date of the new certificate will be from the date of the individual or legal entity’s eligibility. If the VAT certificate is not renewed and the contract is canceled by the seller or Honar Holding, 9% VAT will be deducted from the seller’s account and the remainder will be paid to them after deducting the liability and damages.

9-6- In case the seller makes a mistake and posts a price lower than the actual price, he is obligated to deliver the works/goods to the customer at the same price as posted, and in case of refusal, he will be subject to the obligation and performance guarantee mentioned in Article 9 regarding the supply of non-existent works/goods. In any case, the seller is responsible for responding to the buyer in official authorities.

10-6- The seller declares that by offering the works/goods on his dedicated panel on the Honar Holding website, he has not violated the intellectual property rights or other acquired rights and privileges belonging to any other natural or legal person, and if he discovers otherwise, he will be responsible for all legal and criminal responsibilities and must compensate Honar Holding for all damages incurred in this regard.

11-6- The seller’s trade name for inclusion on the site is the trade name declared by the seller in his panel, and the seller hereby declares that the material and intellectual property of the said trade name does not belong to another natural or legal person, and if it is discovered otherwise, all legal and criminal responsibilities will be borne by the seller. If the seller does not refer to the relevant authorities within 3 days of Honar Holding’s announcement that he will refer to the relevant authorities for a response, he is obliged to pay the daily commitment fee (according to Article 9) to Honar Holding.

Article 7. Seller’s obligations and rights

1-7- The seller is obliged to upload the requested documents regarding identity verification and reliable and valid registration documents, as well as trade, professional, health certificates (if necessary), standards and other documents as described in the panel and update them if necessary. Failure to upload or update the documents correctly, in addition to creating the right to terminate for Art Holding (after notice of defect removal), creates the right for Art Holding to suspend all payments until the defects in the pending documents are resolved and the seller’s access to the seller’s dashboard panel is cut off.

2-7- The real seller can, at the same time as concluding this contract, introduce a person as her representative to communicate and coordinate with Honar Holding.

3-7- The legal seller is obliged to introduce a person as her representative to communicate and coordinate with Honar Holding at the same time as concluding this contract.

4-7- The seller is committed to complying with all principles and regulations of the competition law and specific trade conditions related to her activity.

5-7- The seller is obliged to provide product specifications and necessary explanations for introducing the works/goods, after-sales support and other necessary matters on the internet portal based on the conditions announced by Honar Holding. The seller is personally responsible for the accuracy of the information and ensuring the authenticity and quality of the services and hereby undertakes to indemnify Honar Holding from the liability and cost of any lawsuit filed by a third party in addition to appearing before official authorities and being held accountable for his violations.

6-7- The seller undertakes to send the works/goods requested by the customer without interruption and on time, and not to refuse to deliver them for any reason, including exchange rate fluctuations, lack of stock, errors in specifications, etc. Otherwise, Honar Holding may, at its discretion, demand damages resulting from the delay in fulfilling the obligations (based on Article 9) from the seller or deduct and collect them from his claims. In addition, Honar Holding may terminate cooperation. Termination of cooperation does not negate Honar Holding’s contractual rights regarding the calculation and deduction of penalties and delays from the seller’s claims and guarantees.

7-7- Since, according to the provisions of the Electronic Commerce Law, the seller is obliged to observe the seven-day deadline for the customer to cancel and return the works/goods, the seller, by confirming the obligations arising from the aforementioned regulations and other regulations related to this type of trade, is obliged to accept the returned works/goods. The seller is responsible for any violation of these regulations and the seller is obliged to respond to the claims. Even if customers file their claims against the Honar Holding for any reason regarding non-compliance with legal standards and under any circumstances the Honar Holding is convicted individually or jointly due to the performance related to the seller, the seller is obliged to, in addition to appearing before official authorities and being held accountable, indemnify the Honar Holding regarding legal matters and its costs and damages and reimburse these costs.

8-7- If the customer reports a defect, deficiency or defect in the works/goods, the seller is obligated to properly implement the obligations and respond to the customer and satisfy him based on the opinion of Honar Holding and, if the customer requests to replace or fix the defect, take action within 2 business days. If the seller does not take the necessary action within the aforementioned period or the customer requests a refund by returning the works/goods, Honar Holding will take action to return the money to the customer and the seller hereby waives and waives the right to any objection to the refund to the customer and the failure to return the works/goods by the buyer. The seller accepts that the cost of returning the defective or incomplete works/goods by the customer will be deducted from the seller’s claims and collected by Honar Holding.

9-7- The seller declares and acknowledges that he is the creator/legal owner of the works/goods introduced and is authorized to sell them. He has also procured the works/goods presented through legal channels and methods and has a valid purchase invoice. He undertakes not to deliver any smuggled, prohibited, unhygienic, harmful to health, expired, or unlicensed works/goods to the customer. He guarantees that all works/goods and accessories sold and sent are priced correctly and legally and are offered in compliance with intellectual property rights. They are authorized, legal, and hygienic works/goods. If imported, they have been cleared and entered the country through legal sources. They all have a green card and all necessary customs and tax documents and import licenses. He will submit all these documents, if necessary, along with the sales invoice to Honar Holding or the competent legal authorities. Otherwise, all judicial and legal responsibilities and accountability to the customer and other competent persons and authorities, including but not limited to customs, sanctions and tax administration, will be the responsibility of the seller, and the seller is obliged to pay damages or fines to Honar Holding in case of conviction or legal obligation, in addition to paying them, a fine in accordance with Article 9 as a guarantee for failure to fulfill the obligation to Honar Holding. While guaranteeing the above, the seller hereby accepts that in case of violation, Honar Holding may immediately terminate the seller’s access to the panel and terminate the contract, and the seller waives and waives the right to any objection.

10-7- The seller undertakes not to post any counterfeit or non-original works/goods on the site as original works/goods and not to deliver them to the customer. Otherwise, the seller is obliged to pay any non-fulfillment fee to Honar Holding in accordance with Article 9, and in this case, Honar Holding may immediately terminate the seller’s access to the panel and terminate the contract, and the seller hereby waives and waives the right to any objection.

11-7- The seller guarantees that firstly, the variety, quantity, price, quality, specifications and usual performance of the works/goods are in the order announced on the internet portal and the works/goods fully comply with the information published about them, secondly, all works/goods will be delivered in packaging in accordance with the standards of Honar Holding (and in the absence of a specific standard by Honar Holding, in the best packaging usual in commercial practice for that type of works/goods and the shipping route), thirdly, the works/goods sold are not second-hand works/goods (repacked or unpackaged), returned (refreshed) or resold. The seller will be responsible for compensating for damages and lawsuits filed by customers regarding the matters mentioned in this clause, and Honar Holding will not be liable in this regard.

12-7- The seller is obliged to accept the opinion of Honar Holding regarding the shortcomings and defects of the packages and to take the necessary measures to eliminate the defects within 24 hours. In case the defects are not eliminated, the seller is obliged to compensate the damages incurred by Honar Holding and the customer (based on Article 9) as announced by Honar Holding and to pay the damages resulting from the delay in fulfilling the obligation.

13-7- According to the circular of the Tax Affairs Organization (available in the panel), the seller does not need to issue a sales invoice, which is the subject of the executive regulations of Article 95 of the Direct Taxes Law, and the sales made by Honar Holding on its behalf will be sent to the seasonal trading system in the name of the Honar Hami Mana Institute.

14-7- The seller is obliged to present the works/goods with the authorized warranty on the panel for works/goods that are required to have a warranty. The warranty start date begins from the time the invoice is issued by Honar Holding, and the seller is obliged to calculate the warranty validity from the time the works/goods are sold. Otherwise, he is responsible for responding to claims from third parties (including the customer and other persons and authorities).

15-7- The seller declares and states that at the time of concluding this contract, he is not subject to any legal prohibition to conclude the contract and if at any time for any reason he is subject to a prohibition, he is obliged to announce his legal prohibition to Honar Holding in order to make an appropriate decision. In the event of failure to announce the prohibition, the seller will be responsible for its legal consequences and compensation for damages caused to third parties and Honar Holding, and Honar Holding has no responsibility.

16-7- If during the delivery, acceptance, use or access to the works/goods, financial loss or personal injury occurs due to fault or lack of care in the production, packaging or delivery of the works/goods, including cases such as low standards, defective or harmful components of the works/goods, contamination of the works/goods or any negligence or fault on the part of the seller, the seller will be liable to the Honar Holding, its employees and representatives, the buyer and third parties for all damages incurred.

17-7- The seller is obliged to announce only the works/goods available in the warehouse in the seller’s dashboard panel. Introducing non-available works/goods in the seller’s dashboard panel as available works/goods is prohibited and the seller will be responsible for compensating for the damages caused to the Honar Holding and the customer and for legal and criminal accountability before the judicial and legal authorities. In this case, the Honar Holding, at its discretion, in addition to collecting the contractual obligation stated in Article 9, will directly take immediate action to terminate the seller’s panel.

18-7- The seller is committed to maintaining the confidentiality of the username and password of the seller’s dashboard panel and will take all necessary measures to prevent any possible misuse, including changing the password at regular intervals and not disclosing it to third parties. Obviously, the seller is responsible for any negligence in maintaining the username and password, responsibilities arising from the use of the password, and in general, all activities carried out under the user account or password. In the event of any problem or violation or misuse by third parties, the seller is responsible and accountable to the relevant institutions and authorities and to compensate for any possible damage and must change the password as soon as possible. The seller is obliged to immediately notify Honar Holding of any possible problem and provide the necessary cooperation to resolve it. Otherwise, the seller is responsible for any misuse of the panel or damages arising from it.

19-7- The seller is committed to complying with the applicable regulations, especially the Electronic Commerce Law and the regulations specific to this law (including providing healthy works/goods to the customer, maintaining a seven-day withdrawal period, providing accurate and comprehensive information about the works/goods offered in cyberspace), and the laws and regulations of tax, trade union, computer crimes and Islamic punishment, as well as the laws and regulations of penal and customs affairs, export and import, and combating smuggling, and also confirms that it has the necessary legal permits and capabilities for these activities. The seller, while being aware of this issue, waives and waives its right to any claim for compensation for damages.

20-7- The seller is obliged to comply with all ethical, Islamic and legal regulations and matters when posting the content of the works/goods on his panel, and hereby accepts responsibility for any response to the competent authorities or third parties in this regard.

21-7- In case of violation of any of the obligations stated in this contract, the seller must compensate for the damages incurred by Honar Holding and by confirming this contract, he accepts that in case of violation and non-compliance with the provisions of this contract, Honar Holding may, at its sole discretion, disconnect the panel.

22-7- The seller’s claims, whether arising from this contract or from any other source, are among the guarantees with Honar Holding, and Honar Holding can collect any of its claims, costs and damages directly from the place of his claims or any of the guarantees with itself.

23-7- The seller shall not have the right to assign, in whole or in part, his rights and obligations under this contract to third parties without the prior written consent of the other party, under any title, including representation, attorney-at-law, legal settlement, or other titles, and Honar Holding reserves the right to assign.

24-7- The seller is obliged to deliver his works/goods to the Honar Holding with correct labeling. If the works/goods are sent to the Honar Holding warehouse without the aforementioned label, the works/goods will not be received and will be returned at the seller’s expense. If the works/goods are entered into the Honar Holding warehouse by someone other than the seller (post/courier), without correct labeling and the seller’s name and address being specified for any reason, the Honar Holding will not be responsible for such works/goods without proper specifications and labels. After notifying the seller, if they are identifiable, the seller is obliged to return the said works/goods at his expense and send new works/goods with correct labeling to the Honar Holding warehouse within a maximum of 24 hours after the Honar Holding’s notification.

25-7- The seller is obliged to take the necessary measures to deliver the works/goods from the warehouse of Honar Holding within 14 days after Honar Holding notifies him/her of the works/goods returned by customers, defective works/goods, works/goods that have become prohibited and illegal during the sales cooperation, or for any reason and at the discretion of Honar Holding, to the seller via panel or SMS (to the contact number announced by the seller in this contract) or email (announced by the seller in this contract). Until the seller takes action to return the aforementioned works/goods, Honar Holding will stop paying all invoices to the seller. If the seller returns the aforementioned works/goods within the stipulated period, first the warehousing costs and damages and the amount of the obligation will be deducted and collected by Honar Holding directly from the seller’s claims, and then the works/goods will be returned to him/her. If the seller is covered by Honar Holding’s shipping services, the works/goods will be sent to them by Honar Holding. Otherwise, they must come in person to receive the works/goods.

26-7- In case of repeated breach of obligation for three times, Honar Holding may terminate the contract at its discretion, while cutting off the seller’s access to the panel. Termination of the contract will not prevent the claim for commitment funds and damages.

27-07- If the seller does not take action to return the works/goods as follows within 14 days of the notice from Honar Holding:

• Works/goods without correct information labels,
• Works/goods that the seller has requested to be returned from the warehouse,
• Works/goods returned by customers with confirmed reasons,
• Defective and incomplete works/goods compared to the descriptions on the site,
• Works/goods whose sale has become prohibited or illegal during the collaboration,
• Or works/goods that, for any reason, are required to be returned according to the provisions of this contract.

Honar Holding will not be responsible for the storage of such works/goods, and Honar Holding will consider the failure to return the works/goods within the aforementioned period as the seller’s renunciation of ownership of the aforementioned works/goods. Therefore, by virtue of the signing of this contract by the seller, while accepting Honar Holding’s ownership of those works/goods, Honar Holding has the option to destroy the remaining works/goods. In this case, the seller will not have any claim to the works/goods or the value of the abandoned works/goods. Honar Holding is also entitled to receive storage and destruction costs and other claims and can receive the relevant funds from other guarantees. Also, the legal right to claim these costs through the competent authorities remains in effect. The seller’s claim that he was not informed of the audible warning is not valid, and the criterion will be the sending of the warning by Honar Holding through the aforementioned methods.

28-7- The seller is committed to introducing his representative for training and explanation on how to use the internet portal. Subsequently, the seller declares and acknowledges by using the panel that he has received the necessary training and is responsible for the panel and cannot make a claim against Honar Holding on the grounds of ignorance or lack of information.

Article 8. Obligations and rights of the Honar Holding

1-8- Honar Holding, as a virtual business intermediary and service provider regarding ancillary matters and trustee in keeping the funds paid from the sale, will cooperate with the seller in order to present the works/goods subject to the contract on the internet portal (introduction, description and photography, sending them to potential customers and other services as specified in the seller’s panel) by charging the relevant fees.

2-8- The design of the internet portal, determining the location of the works/goods, the method of introduction, the method of displaying and advertising the works/goods, if requested by the seller, will be the responsibility of Honar Holding, in return for receiving the relevant fees as described in the table of fees and penalties listed in the seller’s panel.

3-8- All content and images contained in the website regarding products and works/goods are under the copyright and intellectual property of Honar Holding. Also, any exploitation, citation and commercial use of them, even for the owner of the works/goods, is prohibited and Honar Holding reserves its right to pursue legal action for violations of these matters. Photos and materials produced by the seller will not be subject to this.

4-8- Honar Holding will take the necessary measures and coordination to train and explain the seller or his representatives on how to use the internet portal, and the seller is committed to attending mandatory meetings, otherwise Honar Holding can, at its sole discretion, stop the seller’s panel due to non-attendance at training sessions, and the seller will not have the right to object in this regard. Subsequently, the seller, by using the panel, declares and acknowledges that he has received the necessary training and is responsible for the panel, and cannot make a claim against Honar Holding on the grounds of ignorance or lack of information.

5-8- Funds from the sale of works/goods, after deducting commissions, costs, and contractual claims, and approval by the financial unit of Honar Holding, will be paid to the seller according to the schedule specified in the seller dashboard panel.

Note 4: If the payment day falls on a Thursday, the payment will be made on the previous day, i.e. Wednesday. If the payment day falls on a Friday or a public holiday, the payment will be made on the next business day.

Note 5: Honar Holding’s commissions, costs, and contractual claims will be calculated and collected from the seller, along with their value-added tax.

Note 6: The seller is obliged to introduce an account number with a Sheba code matching his name to Honar Holding. The above-mentioned funds will only be deposited into the account number whose Sheba code is in the seller’s name. In the event that the seller does not declare or the name of the seller and the owner of the Sheba code do not match, Honar Holding is not responsible for the delay or non-payment of funds.

Note 7: Honar Holding is not responsible or liable for the legal and tax obligations of the seller, including income tax and value added tax on works/goods. The seller is responsible for determining whether or not works/goods are included or excluded, as well as whether or not the seller is included or excluded. If the seller is not subject to registration in the VAT system, regardless of whether the works/goods sold by him are subject to VAT or exempt, he does not have the right to apply the VAT amount to the customers’ invoices. If the seller is subject to registration in the VAT system, if registered, he can only add the VAT amount to the price of the works/goods for works/goods subject to VAT and will not have the right to add the VAT amount to the price of exempt works/goods. If the seller is subject to registration in the VAT system and has not registered, he does not have the right to apply the VAT amount to the customers’ invoices. In the event of non-compliance with the above matters and in the event of non-compliance with any of the legal and tax obligations by the seller, as well as in the event that the eligibility of the works/goods is objected to by the buyers, or in the event that in subsequent proceedings by the Tax Affairs Organization, Honar Holding is assessed taxes or penalties for failure to comply with legal matters, including the above matters, by the seller, or in any other way, Honar Holding is entitled to collect the aforementioned amounts and damages incurred by itself or third parties, at its discretion, from the seller’s possible claims or his guarantors directly and without the need to refer to legal authorities, and in the event of non-compliance, through referral to judicial authorities. The seller is also obliged to submit a list of transactions in System 169 of the Direct Taxes Law, in a manner previously communicated to him, and is obliged to submit the information sent to Honar Holding with a reference code.

6-8- In order to provide any services to sellers, Honar Holding collects the relevant fees in accordance with the commission and fee table listed in the sellers panel, in exchange for issuing an invoice from the seller. Honar Holding’s invoice can be in electronic form on the panel, and the seller has a deadline of 5 working days after issuing the invoice to announce his objection. Obviously, in case of objection, the matters will be reviewed by Honar Holding and, if deemed appropriate, corrected in the next invoice.

7-8- Honar Holding may transfer its rights and obligations arising from this contract to third parties.

8-8- Honar Holding has the right to change the “Contract Terms” at any time, and these changes, as well as announcements and notifications, will be announced by Honar Holding on the seller’s dedicated panel, which will constitute a notification to the “Seller”. “Sellers” are obliged to carefully read all notifications and act accordingly. The changes will automatically be placed on the seller’s dedicated panel and will be considered an amendment and supplement to this contract, and the “Seller” is obliged to comply with the updated regulations and no other formalities are required for signing and notification.

Article 9. Obligation

If the seller fails to fulfill any of his contractual obligations on time or correctly, or if his actions for any reason result in damage to the credit or reputation of Honar Holding, Honar Holding has the right to calculate the following liability amounts according to the table in the seller’s dashboard panel and demand them from the seller or deduct them directly from the seller’s receivables:

A- Commitment to pricing and selling any works/goods at a price higher than the “consumer price” stated on the works/goods.

B- The obligation to sell non-original works/goods and works/goods without warranty,

C- The obligation to sell contraband, prohibited, unhygienic, harmful works/goods,

D- The obligation to cancel the customer’s order by the seller for reasons such as lack of availability of works/goods in the seller’s warehouse, sale of prohibited works/goods, delay in supplying and sending works/goods from the seller, errors in pricing, and other reasons at the discretion of Honar Holding,

E- Liability for delay in sending works/goods (from the date specified in the panel for delivery to the warehouse),

C- Liability for discrepancies between the works/goods and the shipped shipment and the order registered and the shipment registered in the panel, upon arrival at the warehouse,

G- The obligation to return works/goods by the customer for reasons such as content discrepancies, defective works/goods, counterfeit or non-original works/goods, and other reasons at the discretion of Honar Holding,

H- The obligation to delay the recovery and determination of the works/goods by the seller for reasons such as being defective, incomplete, being returned by the buyer, or for any reason subject to recovery from the warehouse at the discretion of Honar Holding.

Note 8: The aforementioned obligation funds are recoverable by the seller’s obligation to fulfill the original obligation and are not a substitute for it.

Article 10. Cases of termination of the contract

1-10- Either party may terminate the contract and notify the other party of the liquidation or bankruptcy.

2-10- Honar Holding may, in the following cases, at its own discretion and without the need to refer to a dispute resolution authority, immediately terminate the contract, while immediately cutting off the seller’s access to the panel. Termination of the contract does not prevent Honar Holding from claiming damages and liability funds.

1-2-10- In case of breach of the seller’s obligations under this contract and failure to remedy it within 10 days from the date of sending a written electronic notice on the panel or via email;

2-2-10- If it is determined that the seller is attempting to bribe, entice, or make any illegal offer to any employee of Honar Holding;

3-2-10- Assignment of the contract to a third party by the seller.

3-10- In addition to the above, if Honar Holding does not wish to continue with the other party, it may, directly and without the need to refer to the dispute resolution authority during the term of the contract, immediately terminate the panel and terminate its contractual relationship with the seller without any liability for damages under any title. In these cases, the seller declares and acknowledges that Honar Holding has the right to act at its discretion and that no damages under any title can be claimed by the seller.

Note 9: In the event of termination or termination of the contract, the works/goods remaining in the warehouse of Honar Holding will be returned to the seller after settlement of the account, upon presentation of an invoice and a written receipt. If within five days from the date of termination of the contract, the seller does not settle the claims of Honar Holding for damages, liabilities or other claims, the seller, by confirming the contract, grants the authority to Honar Holding to seize the works/goods in the warehouse for its own benefit and collect its claims from the location.

Article 11. Force Majeure

If, due to unforeseen events such as war, riot, flood, earthquake, fire, etc., it becomes impossible for one of the parties to fulfill its obligations, the contract will be suspended, and if this situation continues for more than three months and the parties do not reach an agreement on it, each party will have the right to terminate the contract.

Note 10: The party claiming the Cairo power must obtain a certificate from the relevant authorities and present it to the other party.

Article 12. Waiver of rights

Waiver of any rights by Honar Holding is only effective when notified to the seller in writing.

Article 13. Confidentiality

Each party must treat the information contained in the panel, especially customer information, as confidential and take all appropriate measures to ensure that its employees maintain its confidentiality. This obligation is valid for five years from the date of termination of the contract. Obviously, the provision of information pursuant to a legal order or order of authorities is excluded from the scope of this article. Honar Holding has the right to calculate the damages resulting from the breach of this obligation at its discretion and deduct them from the seller’s claims.

Article 14. Assignment

The seller shall not have the right to assign, in whole or in part, its rights and obligations under this contract to third parties without the prior written consent of the other party, under any title, including representation, power of attorney, settlement of rights, or other titles.

Article 15. Governing law and dispute resolution

The contract is subject to the laws of the Islamic Republic of Iran and, given the place of conclusion of the contract, all disputes and claims arising from or concerning it will be referred to the competent judicial authorities of the Islamic Republic of Iran in Tehran.

This contract is approved in 15 articles by confirming the contract, and the seller will be committed to it by confirming this contract.

Last edited 1403/09/05

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Reiterating important points of the contract:

• The user’s mobile number and email address are communication tools between the Honar Holding and the partner’s seller, and it is the partner’s responsibility to ensure that this information is up-to-date and active.

• Announcements registered by support teams are registered and visible in the user’s sales counter and are also sent to the seller’s email at the time of publication, and she is obliged to carry out the matters discussed in the announcement announcements.

• Registration of the artwork along with the appropriate image and complete information along with the features must be done in one step, and the user must complete his/her information to the fullest extent possible through relevant training before proceeding.

• The information and especially the price of the artwork published on the site (last updated) is the amount confirmed by the user, and if the customer places an order, she is obligated to provide the artwork consistent with the registered information and the stated price.

Buying and selling artworks on the official Iranian art site worldwide

Further Details :

The above contract is taken from the standard in the laws documented in the Computer Crimes Law of the Islamic Republic of Iran, and its main principles and contents are in accordance with the notification of the Computer Crimes Law. Therefore, if you need additional advice or create a note or appendix according to your circumstances, you can contact the support department via ticket.