Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and MTSTGEORGE LTD, trading as Visionary Studios™ ("Visionary Studios", "we", "us", or "our"), governing your access to and use of our website, marketplace, applications, and related services (collectively, the "Platform").

By accessing, browsing, registering for, or using any part of the Platform, you acknowledge that you have read, understood, and agree to be legally bound by these Terms together with any policies incorporated by reference, including our Privacy Policy.

If you do not agree to these Terms, you must immediately discontinue use of the Platform.

You represent that you are at least 18 years of age and have the legal capacity to enter into a binding contract. If you use the Platform on behalf of a business or other legal entity, you represent that you have authority to bind that entity to these Terms.

Visionary Studios may amend these Terms from time to time. Material changes will be communicated through the Platform where appropriate. Continued use of the Platform following publication of revised Terms constitutes acceptance of those changes.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• "Platform" means the Visionary Studios website, marketplace, applications, software, AI-powered features, auction services, room visualisation tools, market insight tools and any related services operated by MTSTGEORGE LTD.
• "Visionary Studios", "we","our" or "us" refers to MTSTGEORGE LTD trading as Visionary Studios™.
• "User" means any individual or entity accessing or using the Platform.
• "Platform Facilitator" describes the sole role of Visionary Studios: the provider of technology infrastructure enabling Users to list, discover and transact with one another. A Platform Facilitator is not a party to any sale and does not act as agent, broker, dealer, consignee, auctioneer, escrow provider, authenticator or appraiser.
• "Consignor" means a Seller who lists Artwork on the Platform. Sole responsibility for title, provenance, attribution, condition and authenticity of listed Artwork rests with the Consignor. "Consignor" and "Seller" are used interchangeably in these Terms.
• "Collector" means a Buyer who acquires or seeks to acquire Artwork through the Platform. "Collector" and "Buyer" are used interchangeably in these Terms.
• "Independent Appraiser" means a third-party appraiser or valuer listed on the Platform. Independent Appraisers are not employees, agents, partners or representatives of Visionary Studios, and Visionary Studios does not vet, endorse or guarantee their services, qualifications or conclusions.
• "Consumer" means a User who qualifies as a consumer under applicable Irish or EU consumer protection law. For the purposes of these Terms this includes: (a) a natural person not acting in the course of a business, trade or profession; (b) a sole trader, partnership, trust, club or charity (not being a body corporate) with an annual turnover in its previous financial year of €5 million or less; and (c) an incorporated body with an annual turnover in its previous financial year of €5 million or less that is not a member of a group of companies with a combined annual turnover greater than €5 million. Users who do not fall within this definition are"Business Users" and acknowledge that consumer protections do not apply to them.
• "Buyer" means a User purchasing or attempting to purchase artwork or related products through the Platform.
• "Seller" means a User listing or offering artwork, collectibles or related products for sale through the Platform.
• "Artwork" includes original works, limited editions, prints, sculptures, photographs, digital works, collectibles and other creative items listed on the Platform.
• "Transaction" means any purchase, sale, offer, auction bid, payment or agreement entered into between Buyers and Sellers using the Platform.
• "Services" means all functionality made available through the Platform including marketplace services, auctions, messaging, AI-generated market insights, room visualisation tools, search functions and any future features.
• "Third-Party Services" includes payment processors, shipping providers, insurers, identity verification providers, analytics providers and any external service integrated into the Platform.
• "Applicable Law" means all laws, regulations, consumer protection legislation and regulatory requirements applicable to the User, Seller, Buyer or the operation of the Platform.

3. Platform Role

Visionary Studios operates solely as a neutral online technology marketplace that enables Buyers and Sellers to discover, list, market, negotiate and complete transactions involving artwork and related collectibles. Unless expressly stated otherwise in writing, Visionary Studios is not a buyer, seller, broker, dealer, consignee, auctioneer, agent, importer, exporter, distributor or reseller of any Artwork listed on the Platform.

All sales contracts are formed directly between the Buyer and the Seller. Visionary Studios is not a party to those contracts and assumes no responsibility for the performance, completion or enforcement of any agreement between Users.

Sellers remain solely responsible for the accuracy of listings, pricing, descriptions, provenance information, authenticity claims, condition reports, shipping arrangements, export or import compliance, taxes, warranties and all obligations arising from the sale of their Artwork. Buyers remain solely responsible for conducting their own due diligence before entering into any Transaction.

Unless expressly stated otherwise, Visionary Studios does not:

• own, purchase or acquire listed Artwork;
• take legal title to Artwork;
• take physical possession or custody of Artwork;
• inspect, appraise or authenticate Artwork;
• guarantee provenance, ownership or condition;
• arrange or supervise shipping or delivery;
• act as an escrow provider or trustee;
• provide investment, legal, tax or financial advice;
• guarantee that any listing will result in a sale.

The Platform provides technology, search tools, marketplace functionality, auction functionality, messaging features, AI-powered tools and other services intended to facilitate Transactions between independent Users. The availability of these services does not create any agency, partnership, fiduciary, employment or joint venture relationship between Visionary Studios and any User.

Visionary Studios may remove listings, suspend accounts, refuse access to the Platform or moderate content where reasonably necessary to protect the integrity, security and lawful operation of the Platform. Such actions do not create any obligation to monitor all activity or assume responsibility for User conduct.

Any fees charged by Visionary Studios are consideration for providing access to the Platform and related technology services and do not alter the contractual relationship between Buyers and Sellers.

4. User Accounts & Responsibilities

Certain features of the Platform require the creation of a User account. By registering an account, you agree to provide accurate, complete and up-to-date information and to keep your account details current at all times.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activity conducted through your account. You must notify Visionary Studios immediately if you believe your account has been accessed without authorisation or compromised in any way.

You agree that you will not:

• provide false, misleading or fraudulent information;
• impersonate another individual or organisation;
• create multiple accounts to circumvent Platform policies;
• share, sell or transfer your account to another person;
• attempt to gain unauthorised access to any part of the Platform;
• interfere with the security, operation or integrity of the Platform;
• upload malicious software, viruses or harmful code;
• use automated systems, bots or scraping tools without our prior written consent;
• engage in unlawful, deceptive or fraudulent conduct;
• use the Platform in a manner that infringes the rights of other Users or third parties.

Sellers are solely responsible for ensuring that all Artwork listings, descriptions, pricing, provenance information, photographs and other listing content are accurate, lawful and do not infringe the intellectual property or other legal rights of any third party.

Buyers are responsible for reviewing all listing information, conducting their own due diligence where appropriate and ensuring that they understand the terms of any Transaction before completing a purchase or placing a bid.

Visionary Studios requires identity verification for all Transactions valued at €2,500 or above. Verification is conducted by Stripe, Inc. via Stripe Identity. Transactions cannot be completed without successful verification.

We may suspend, restrict or terminate any account that violates these Terms, presents an unacceptable risk to the Platform or other Users, or where required by applicable law, a competent authority or a payment service provider.

5. Marketplace Transactions

Visionary Studios provides an online marketplace that enables independent Buyers and Sellers to discover, negotiate and complete transactions for Artwork. Visionary Studios provides the technology that facilitates these transactions but is not a contracting party unless expressly stated otherwise.

6. Authenticity, Seller Representations & Due Diligence

Visionary Studios does not independently verify, authenticate, inspect, appraise or guarantee the authenticity, provenance, ownership, condition, value or legality of any Artwork listed on the Platform unless expressly stated in writing.

All information relating to Artwork, including descriptions, provenance, certificates of authenticity, dimensions, condition reports, photographs and pricing, is supplied solely by the Seller unless expressly indicated otherwise.

7. AI Services, Market Insights & Room Visualizer

Visionary Studios may provide AI-powered features designed to assist Users, including market insights, artwork recommendations, image analysis, room visualisation, search enhancements and other intelligent tools (collectively, the "AI Services").

AI Services are provided solely as optional informational tools to assist Users in making their own decisions. They are not intended to replace independent research, professional advice or personal judgement.

8. Intellectual Property

All intellectual property rights in the Platform, including its design, software, branding, trademarks, content, AI systems and functionality, are owned by or licensed to Visionary Studios.

Users are granted a limited, non-exclusive, non-transferable licence to access and use the Platform for its intended purpose in accordance with these Terms.

This licence does not permit copying, modifying, distributing, reverse engineering or exploiting any part of the Platform without prior written consent.

All Artwork and listing content remains the property of the respective Seller or rights holder. Visionary Studios does not claim ownership of User content.

9. User Content & Listings Licence

By uploading or submitting content to the Platform, including Artwork listings, images, descriptions and related materials, Users grant Visionary Studios a worldwide, non-exclusive, royalty-free licence to use, display, reproduce and distribute such content for the purpose of operating, promoting and improving the Platform.

This licence continues for as long as the content remains on the Platform and for a reasonable period thereafter where necessary for legal, regulatory or operational purposes.

Users represent and warrant that they have all necessary rights to grant this licence and that their content does not infringe the rights of any third party.

10. Prohibited Conduct

Users must not use the Platform for any unlawful, fraudulent or abusive purpose.

Prohibited conduct includes, but is not limited to:

• listing counterfeit, stolen or illegal items;
• engaging in fraud, money laundering or deceptive practices;
• manipulating auctions or pricing;
• circumventing Platform fees;
• violating intellectual property rights;
• interfering with Platform security or functionality.

10a. Notice-and-Action and Statement of Reasons

Where the Digital Services Act (Regulation (EU) 2022/2065) applies to the Platform's hosting of User content, the following mechanisms are available:

• Notice-and-action: Any person may notify Visionary Studios of specific content believed to be illegal or in breach of these Terms by emailing legal@visionarystudios.art with a description of the content, its location on the Platform, and the reason it should be removed. Notices are reviewed and, where action is taken, actioned within a reasonable timeframe having regard to the nature of the notice.
• Statement of reasons: Where the Platform removes, restricts, or demotes a Seller's listing or account for reasons connected to the content or conduct in question, the affected Seller will, where legally required and practicable, be given a statement setting out the fact and reason for the decision, the content or conduct concerned, and the redress options available (including the internal complaint-handling system described in the Seller Terms and the right to seek judicial redress).

Nothing in this section requires disclosure of information that would compromise fraud prevention, security, or an ongoing investigation, or that the Platform is not permitted to disclose under applicable law.

11. Payments, Fees & Taxes

Visionary Studios operates as a marketplace platform and facilitates Transactions between Buyers and Sellers. All payments — card payments and bank transfers alike — are completed through Stripe, our integrated third-party payment provider.

For card-based Transactions, payments are processed securely through third-party providers, including Stripe. Sellers are required to create and maintain their own connected payment accounts. In such cases, the Seller is the merchant of record and receives funds directly. Visionary Studios does not receive, hold, or control customer funds, except where funds are temporarily routed through payment providers as part of standard payment processing flows.

Visionary Studios does not store or have access to full payment card details. All payment information is handled by the relevant payment provider in accordance with their terms and applicable law.

For acquisitions of €2,500 or above, Buyers may elect to pay by bank transfer instead of card. This is processed entirely by Stripe: Stripe generates a unique virtual bank account for the Buyer's transfer, and funds settle directly into the Seller's own connected Stripe account. Visionary Studios does not receive, collect, or store either party's bank account details at any point in this process — that data is held exclusively by Stripe, in the same manner as for card payments above.

Users acknowledge that sharing financial information carries inherent risks. Visionary Studios shall not be responsible for any loss arising from fraud, unauthorised access, incorrect payment details or misdirected transfers between Users.

By initiating a Transaction, Buyers authorise the applicable payment provider to charge their selected payment method for the full amount of the Transaction, including any applicable fees. Where applicable (including in auction scenarios), charges may be processed on an off-session basis without additional user interaction.

Visionary Studios may charge service fees for use of the Platform in accordance with its published fee schedule. Such fees may be deducted automatically via the payment provider or otherwise invoiced as applicable.

Sellers are solely responsible for determining, collecting, reporting and remitting any applicable taxes, including VAT, sales tax or similar obligations arising from Transactions.

Visionary Studios shall not be responsible for any tax liabilities arising from Transactions conducted through the Platform.

11a. VAT, Taxes & Deemed Supplier Status

The platform acts as the deemed supplier for VAT purposes only where EU law requires it — specifically, where a seller established outside the EU sells goods already in free circulation in the EU to an EU consumer. In those transactions, the platform collects VAT at the destination country's rate at checkout and remits it via the EU One Stop Shop (OSS). The seller makes a zero-rated supply to the platform and does not separately charge VAT on the same transaction.

Where a non-EU seller ships an artwork from outside the EU to an EU buyer, and the artwork is valued above €150, import VAT and any customs duty are not collected by the platform. They are collected by the carrier at the point of import and paid by the buyer on delivery. The platform is not the deemed supplier for such imports.

Where the seller is established in the EU, the seller remains the supplier for VAT purposes and is responsible for their own VAT registration, reporting, and any OSS filings once they exceed the EU distance-sales threshold. The platform does not collect or remit VAT on those sales.

For VAT purposes only, and only where required by EU law, the platform may be treated as the supplier of goods sold by non-EU-established sellers to EU consumers. This does not alter the seller's role as merchant of record for any other purpose, including contract formation, consumer rights, dispute resolution, and liability.

B2B buyers with a valid EU VAT number may be eligible for reverse-charge treatment on qualifying intra-EU transactions. VAT number collection and validation occur at checkout where applicable.

12. Disputes Between Users

Any disputes arising between Buyers and Sellers must be resolved directly between those parties, through the relevant payment provider, or through the applicable legal process.

Visionary Studios is a neutral technology facilitator and does not adjudicate payment disputes. When a chargeback is raised, the Platform provides the Seller with a structured tool to submit supporting documentation to Stripe on the Seller's behalf. Dispute outcomes are determined independently by Stripe and the buyer's issuing bank, never by the Platform. The Platform does not mediate disputes regarding artwork condition, authenticity, or satisfaction.

13. Limitation of Liability

To the fullest extent permitted by law, Visionary Studios shall not be liable for any indirect, incidental, consequential or economic losses, including loss of profit, data, reputation or opportunity.

Visionary Studios is not liable for:

• the conduct of Users;
• the quality or authenticity of Artwork;
• failed or disputed Transactions;
• shipping, loss or damage in transit;
• third-party services or payment providers.

Notwithstanding the foregoing, the total aggregate liability of Visionary Studios arising out of or in connection with a specific Transaction shall not exceed the total platform fees actually received by Visionary Studios in respect of that Transaction. Where a claim does not arise from a specific Transaction, Visionary Studios' total aggregate liability to a User shall not exceed the total platform fees actually received from that User in the twelve (12) months preceding the event giving rise to the claim. This limitation applies equally to Buyers and Sellers.

Nothing in these Terms excludes liability where it cannot be excluded under applicable law.

14. Indemnity

Users agree to indemnify and hold harmless Visionary Studios from any claims, damages, liabilities or expenses arising from their use of the Platform, their breach of these Terms or their violation of any law or third-party rights.

15. Termination

Visionary Studios may suspend, restrict or terminate access to the Platform at any time where a User breaches these Terms, poses a risk to the Platform or other Users, or where required by applicable law.

Users may stop using the Platform at any time. Termination does not affect any rights or obligations accrued prior to termination.

16. Force Majeure

Visionary Studios shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, technical failures, internet outages or failures of third-party services.

17. Changes to Terms

Visionary Studios may update these Terms from time to time. Where changes are material, we will take reasonable steps to notify Users.

Continued use of the Platform following such changes constitutes acceptance of the updated Terms.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Ireland.

Any disputes arising in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Ireland, unless otherwise required by applicable consumer protection law.

19. Contact

For any questions regarding these Terms, please contact:

MTSTGEORGE LTD (trading as Visionary Studios™)
Email: legal@visionarystudios.art
Apt 7, 36 York Road, Dun Laoghaire, Co. Dublin, Ireland