General Terms and Conditions
1.
Background
1.1.
These are the terms and conditions of Artwishlist Ltd (trading as Facture.art) (us or we), a limited company registered in England and Wales under company number 09311563 and VAT number: GB239368278 and having its registered office at Flat 4, 71 Onslow Gardens, London, England, SW7 3QD.
1.2.
These terms and conditions apply to consumer users and:
(a)
Part 1 sets out the terms and conditions that apply to use of our website and platform (the General Terms);
(b)
Part 2 sets out the terms and conditions specific to the use of our website (Website Terms); and
(c)
Part 3 sets out the terms and conditions applicable to all subscribers (those individuals who agree to take and pay for our Services) to the our platform (Platform Terms).
1.3.
The General Terms provide information on the use of our website (https://facture.art/) and platform respectively. To contact us in relation to these, please email [email protected].
2.
Defined Terms
In the General Terms, defined terms shall have the meaning given to them as follows:
Force Majeure Event means in relation to any Party any circumstances beyond the reasonable control of that Party and without fault or negligence of the Party affected and which by the exercise of reasonable diligence, the said Party is unable to provide against including, without prejudice to the foregoing generality, acts of God, any government requisition or interference, insurrection any circumstances arising out of war (declared or not) or acts of terrorism, civil commotion, pandemics, earthquakes or other extraordinary weather conditions, strikes or other industrial action, fire or accident.
2.1.
In these General Terms, unless otherwise stated and where the context so admits or requires:
(a)
References to plural shall include the singular and vice versa and references to a particular gender shall include all genders;
(b)
The clause headings, the use of bold typeface and the use of underlining are for convenience of reference only and shall not affect the construction or interpretation hereof;
(c)
References to clauses and sub-clauses are to clauses and sub-clauses of these Platform Terms and any reference to a particular clause includes a reference to all sub-clauses with that particular clause;
(d)
Any reference to a person shall include natural and juristic persons, firms and other unincorporated bodies, companies and all other legal persons of whatever kind howsoever constituted;
(e)
Any reference to a Party is to a party to these Platform Terms and any reference to the Parties is a reference to both parties to the General Terms;
(f)
References to a Party include its successors and permitted assignees; and
(g)
References to statutory provisions include those statutory provisions as amended or re-enacted.
3.
General
3.1.
Force Majeure
If a Force Majeure Event occurs in relation to either Party that affects or may affect the performance of any of its obligations under these General Terms, it shall immediately notify the other Party as to the nature and extent of the Force Majeure Event. Provided that the affected Party notifies the other Party, the affected Party shall not be in breach of these General Terms nor be liable for delay in performing, or failure to perform, any of its obligations under these General Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control.
3.2.
Rights and Remedies
Except as expressly provided in these General Terms, the rights and remedies provided under these General Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
3.3.
Assignment and other Dealings
(a)
You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of you rights and obligations under these General Terms.
(b)
We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under these General Terms.
3.4.
Entire Agreement
(a)
These General Terms constitute the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b)
Each Party acknowledges that in entering into these General Terms it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these General Terms.
(c)
Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these General Terms.
3.5.
Relationship between the Parties
Nothing in these General Terms is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
3.6.
Variation
(a)
We reserve the right, at any time, to vary the Website Terms. The Website Terms will be deemed to have been varied when we have posted these on the Website.
(b)
No variation of the Platform Terms shall be effective unless they are in writing and signed by the Parties.
3.7.
Waiver
(a)
A waiver of any right or remedy under these General Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b)
A failure or delay by a Party to exercise any right or remedy provided under these General Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these General Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
3.8.
Severance
If any provision or part-provision of these General Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 3.8 of Part 1 shall not affect the validity and enforceability of the rest of these General Terms.
3.9.
Notices
(a)
Any notices to be given under these General Terms shall be made in writing and delivered personally, or by prepaid recorded delivery, or by registered post, or by commercial courier to the representative(s) of the other Party at the address set out for such Party as specified by the relevant Party by notice in writing to the other Party.
(b)
Any notice shall be deemed to have been duly received:
(i)
If delivered personally to the address set out for such Party; or,
(ii)
If sent by recorded delivery, registered post or commercial courier, at the time of signing for the delivery.
(c)
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
3.10.
Third Party Rights
Unless it expressly states otherwise, these General Terms do not give rise to any rights under the Contract (Rights of Third Parties) Act 1999 for any third party to enforce or otherwise invoke any term of these General Terms.
3.11.
Governing Law and Jurisdiction
The General Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the laws of England and Wales. You and we both agree that the courts of England will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
Website Terms and Conditions
1.
Acceptance of these Terms
1.1.
https://facture.art/ (the Website) is operated by Facture.art. By using our Website, you confirm that you accept these Website Terms and agree to comply with them. If you do not agree to these terms, then you must not use our Website.
1.2.
We, and our third-party licensors, are the owner or the licensee of all intellectual property rights in the Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
2.
Text and Data Mining and Web Scraping
2.1.
You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Website or any services provided via, or in relation to, our Website. This includes using (or permitting, authorising or attempting the use of):
(a)
any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Website or any data, content, information or services accessed via the same; and/or,
(b)
any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
2.2.
The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).
3.
Information on this Website
3.1.
The content on our Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website.
3.2.
Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up to date.
4.
Limitation of Liability
4.1.
Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
4.2.
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 employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
4.3.
Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
4.4.
If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
5.
Data Protection
We will only use your personal information as set out in our privacy policy.
6.
Linking to Our Website
6.1.
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
6.2.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
6.3.
You must not establish a link to our Website in any website that is not owned by you.
6.4.
Our Website must not be framed on any other site, nor may you create a link to any part of our Website other than the home page.
6.5.
We reserve the right to withdraw linking permission without notice.
6.6.
The website in which you are linking must comply in all respects with the Acceptable Use and User Generated Content standards set out in clauses 4 and 5 respectively in our Platform Terms at Part 3.
6.7.
If you wish to link to or make any use of content on our Website other than that set out above, please contact: [email protected].
Platform Terms and Conditions
1.
Background
1.1.
We have developed a platform which we make available to you via the internet on a pay monthly basis for the purpose of searching private art collections, past exhibitions or specific material for an overview of art by taking a photo or uploading a JPEG of the artwork.
1.2.
We agree to provide, and you (wishing to use our service) agree to take and pay for our service subject to these Platform Terms.
2.
Definitions and Interpretations
2.1.
In these Platform Terms, defined terms shall have the meaning given to them as follows:
Business Days / Business Hours means the period from 9:00 a.m. to 5:00 p.m. on any day except Saturday, Sunday, or any bank holiday in the UK.
Commencement Date means the first date of the Free Trial Period (which is also the date whereby you create an account with us).
Confidential Information means all confidential information (however recorded or preserved) disclosed us to you whether before or after the Commencement Date in connection with these Platform Terms, including but not limited to:
any information that would be regarded as confidential by a reasonable person relating to our:
(i)
business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities (or of any member of our group of companies to which we belong); and,
(ii)
operations, processes, product information, know-how, designs, trade secrets or software (or of any member of our group of companies to which we belong).
Controller, Personal Data and Processing (and its derivatives) shall have the meaning given to them under Data Protection Legislation.
Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including:
(a)
the UK GDPR;
(b)
the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder);
(c)
the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended;
and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the UK Information Commissioner's Office or other relevant data protection or supervisory authority and applicable to a Party.
Emergency Maintenance means emergency maintenance of the Software that we require to perform to ensure the continued operation of our software and services.
Free Trial Period has the meaning set out in clause 6.1 of Part 3.
Intellectual Property Rights means patents, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Renewal Period means the period described in clause 15.1 of Part 3.
Scheduled Maintenance means scheduled maintenance of the Software that we are required to perform upon providing you with reasonable prior notice.
Services means the services further described in clause 1.1 of Part 3, provided by us to you via Facture.art or any other website notified to you by us from time to time.
Software means the services further described in clause 1.1 of Part 3, provided by us to you via Facture.art or any other website notified to you by us from time to time.
Subscription Fee means the subscription fee of fifty-nine dollars (USD 59.00), or as otherwise agreed between us and you, payable by the you to us for the Services payable on a monthly basis and commencing [after the end of the Free Trial Period].
Subscription Term means period commencing the day after the Free Trial Period, together with any subsequent Renewal Periods. For example, if the Trial Period commences on 1 January 2023 (the Commencement Date) and you do not cancel then the Subscription Term will commence on 15 January 2023 and continue for one (1) month thereafter until 14 February 2023. These Platform Terms shall be automatically renewed for successive periods of one (1) month (each a Renewal Period, and together, the Subscription Term).
Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
3.
Licence
3.1.
The rights provided under this clause 3.1 of Part 3 are granted to you only and shall not be considered granted to any other individual.
3.2.
We hereby grant you a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Services:
(a)
during the Free Trial Period; and
(b)
subject to you paying the Subscription Fee, during the Subscription Term.
3.3.
You undertake to keep a secure password for your use of the Services and, that such password shall be changed no less frequently than once every six (6) months and shall keep your password confidential.
4.
Acceptable Use
4.1.
You shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a)
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or offensive;
(b)
facilitates illegal activity;
(c)
depicts sexually explicit images;
(d)
promotes violence;
(e)
is discriminatory based on race, gender, ethnicity, religious belief, sexual orientation or disability;
(f)
is otherwise illegal or causes damage or injury to any person or property; or
(g)
violates clause 5.8 of Part 3,
and we reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this clause 4.1 of Part 3.
4.2.
You shall not:
(a)
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services (as applicable) in any form or media or by any means; or
(b)
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
(c)
access all or any part of the Services in order to build a product or service which competes with the Services; or
(d)
use the Services to provide services to third parties; or
(e)
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party; or
(f)
attempt to obtain, or assist third parties in obtaining, access to the Services; or
(g)
introduce or permit the introduction of, any Virus or Vulnerability or any other material that is malicious or technologically harmful into the Services; or
(h)
attempt to gain unauthorised access to our Services, the server on which our Services are stored or any server, computer or database connected to our Services; or
(i)
attack our Platform via a denial-of-service attack or a distributed denial-of service attack.
4.3.
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify us.
5.
Content Standards
5.1.
Whenever you make use of a feature that allows you to upload content to our Platform (User Generated Content), or to make contact with other users of our Platform, you warrant that any such contribution does comply with this clause 5, and you will be liable to us and indemnify us for any breach by you of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
5.2.
Any User Generated Content you upload to our Platform will be considered non-confidential and non-proprietary. You retain all ownership rights in User Generated Content that is not owned by a third party, but you are required to grant us and other users of our Platform a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that User Generated Content in connection with the Services provided including to promote the Platform or the Services.
5.3.
We also have the right to disclose your identity to any third party claiming that any User Generated Content posted or uploaded by you to our Platform constitutes a violation of our intellectual property rights or of our right to privacy.
5.4.
We have the right to remove any User Generated Content your make on our Platform if, in our opinion, your post does not comply with these Platform Terms.
5.5.
You are solely responsible for securing and backing up User Generated Content.
5.6.
You must not upload any material that could incite a terrorist offence, solicit any person to participate in terrorist activities, provide instruction on any method or technique for committing a terrorist offence or threaten to commit a terrorist offence.
5.7.
Any User Generated Content must:
(a)
be accurate (where it states facts);
(b)
be genuinely held (where it states opinions); and,
(c)
comply with the law applicable in England and Wales and in any country from which it is posted.
5.8.
Any User Generated Content must not:
(a)
be defamatory of any person;
(b)
be obscene, offensive, hateful or inflammatory;
(c)
bully, insult, intimidate or humiliate;
(d)
promote sexually explicit material;
(e)
include child sexual abuse material;
(f)
promote violence;
(g)
promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(h)
infringe any copyright, database right or trade mark of any other person;
(i)
be likely to deceive any person;
(j)
breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
(k)
promote any illegal content or activity;
(l)
be in contempt of court;
(m)
be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
(n)
be likely to harass, upset, embarrass, alarm or annoy any other person;
(o)
impersonate any person or misrepresent your identity or affiliation with any person;
(p)
give the impression that the contribution emanates from us, if this is not the case;
(q)
advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse; and/or
(r)
contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
6.
Free Trial Period
6.1.
We will provide the Services to you from the Commencement Date. You will have fourteen (14) days from the Commencement Date (theFree Trial Period) to receive the Services and decide whether or not to continue receiving the Services, subject to payment of the Subscription Fees.
6.2.
At the end of the Free Trial Period you will be invoiced for the Subscription Fees and the Subscription Term will commence.
6.3.
You acknowledge and agree that:
(a)
our obligations and warranties in these Platform Terms, and in particular, those set out in clause 9 of Part 3, shall not apply during that the Free Trial Period;
(b)
our exclusions set out in these Platform Terms, and in particular those set out in clause 9.4 and the exclusions and limitations of liability in clause 14.1 and 14.4 of Part 3, shall apply to the Free Trial Period; and
(c)
all of your obligations and warranties set out in these Platform Terms shall apply during the Free Trial Period.
7.
Services
7.1.
We shall, during the Subscription Term, provide the Services to you on and subject to these Platform Terms.
7.2.
We shall use commercially reasonable endeavours to make the Services available to you 24 hours a day, seven days a week, however, the Services may be unavailable for or interrupted during any Scheduled Maintenance or Emergency Maintenance.
8.
Data Protection
8.1.
We shall act as a Controller of any Personal Data. We shall ensure that any Processing that we perform will be consistent with our obligations under these Platform Terms and at all times in full compliance with the relevant Data Protection Legislation.
9.
Our Obligations
9.1.
We undertake that the Services will be performed with reasonable skill and care.
9.2.
Subject to clause 9.3 of Part 3, in the event of any breach of the undertaking in clause 9.1 of Part 3, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking in clause 9.1 of Part 3.
9.3.
The undertaking at clause 9.1 of Part 3 and the remedies in clause 9.2 of Part 3 shall not apply to the extent that any non-conformance of the Services is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by you.
9.4.
We:
(a)
do not warrant that:
(i)
your use of the Services will be uninterrupted or error-free; or
(ii)
the Services will be free from Vulnerabilities or Viruses; or
(iii)
the Services will comply with any security measures or requirements except as set out in these Platform Terms.
(b)
is not responsible for any delays, delivery failures or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
9.5.
Nothing in these Platform Terms shall prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and / or services which are similar to those provided under these Platform Terms.
9.6.
We warrant that we have and will maintain all necessary licences, consents and permissions necessary for the performance of our obligations under these Platform Terms.
10.
Your Obligations
10.1.
You shall
(a)
provide us with:
(i)
all necessary co-operation in relation to these Platform Terms; and,
(ii)
all necessary access to such information as may be required by us;
in order to provide the Services;
(b)
without affecting our other obligations under these Platform Terms, comply with all applicable laws and regulations with respect to our activities under these Platform Terms;
(c)
carry out all of your responsibilities set out in these Platform Terms in a timely and efficient manner; and
(d)
obtain and maintain all necessary licences, consents and permissions (to the extent necessary or required) for us, our contractors and agents to perform their obligations under these Platform Terms, including without limitation the Services.
11.
Charges and Payment
11.1.
You shall pay the Subscription Fee to us in accordance with this clause 11.
11.2.
You shall, on the Commencement Date, provide us with up-to-date and complete credit card details acceptable to us and any other relevant, valid, up-to-date and complete contact and billing details and, if you provide your credit card details to us, you hereby authorise us to bill such credit card:
(a)
fourteen (14) days after the Commencement Date for the Subscription Fee; and
(b)
on each subsequent month from payment of the amount detailed in clause 11.2(a) of Part 3, the Subscription Fee.
11.3.
If we have not received payment within 60 days after the due date, and without prejudice to any of our other rights and remedies, we may, without liability to you, disable your password, account and access to all or part of the Services and you shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
11.4.
Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.
11.5.
Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.
(a)
shall be payable in United States' Dollars;
(b)
are exclusive of value added tax, or any other applicable sales tax, which shall be added to our invoice(s) at the appropriate rate.
11.6.
We shall be entitled to increase the Subscription Fee payable at the start of each Renewal Period upon ninety (90) days' prior notice to you.
12.
Intellectual Property Rights
12.1.
You acknowledge and agree that we and / or our third party licensors own all Intellectual Property Rights in the Services. Except as expressly stated herein, these Platform Terms do not grant you any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Services.
13.
Confidentiality
13.1.
The provisions of this clause shall not apply to any Confidential Information that:
(a)
is or becomes generally available to the public (other than as a result of its disclosure you in breach of this clause);
(b)
was available to you on a non-confidential basis before disclosure by us;
(c)
was, is or becomes available you on a non-confidential basis from a person who, to your knowledge, is not bound by a confidentiality agreement with us or otherwise prohibited from disclosing the information to you;
(d)
we provide in writing is not confidential or may be disclosed; or
(e)
is developed by or for you independently of the information disclosed by us.
13.2.
You shall keep our Confidential Information secret and confidential and shall not:
(a)
use such Confidential Information except for the purpose of exercising or performing your rights and obligations under or in connection with these Platform Terms (Permitted Purpose); or,
(b)
disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 13.
13.3.
You may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent you are legally permitted to do so, you give us as much notice of such disclosure as possible.
13.4.
We reserve all rights in our Confidential Information. No rights or obligations in respect of our Confidential Information other than those expressly stated in this clause are granted to you, or to be implied from these Platform Terms.
13.5.
On termination or expiry of these Platform Terms, you shall:
(a)
destroy or return to us all documents and materials (and any copies) containing, reflecting, incorporating or based on our Confidential Information;
(b)
erase all of our Confidential Information from computer and communications systems and devices used by you, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and,
(c)
certify in writing to us that you have complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on our Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient Party, subject to clause 15 of Part 3.
13.6.
Except as expressly stated in these Platform Terms, we make no express or implied warranty or representation concerning our Confidential Information.
13.7.
The above provisions of this clause 13 shall survive for a period of five (5) years from termination or expiry of these Platform Terms.
14.
Limitation of Liability
14.1.
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 employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
14.2.
You agree that you use our Platform for domestic and private use. You agree not to use our Platform for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
14.3.
Except as expressly and specifically provided in these Platform Terms:
(a)
any valuations provided on our Platform are intended for general information and interest purposes only and should not be relied upon for any commercial transaction or similar use. These valuations are based on publicly available information which may be inaccurate or incomplete. You assume sole responsibility for results obtained from the use of and reliance on the Services, and for conclusions drawn from such use. We shall have no liability to you for any loss or damage caused by errors or omissions in any information or valuations provided to you by us in connection with the Services;
(b)
the Services are provided to you on an "as is" basis for general information only. The information is not indented to amount to advice on which you should rely and we shall have no liability for any losses, damages, expenses and costs you incur from your reliance on the Services; and
(c)
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Platform Terms.
14.4.
Subject to clause 14.1 and clause 14.3(b) of Part 3:
our total aggregate liability in contract (including in respect of the indemnity at clause 14.3(b) of Part 3), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Platform Terms shall be limited to the total Subscription Fees received by us from you under these Platform Terms during the 12 months immediately preceding the date on which the claim arose.
14.5.
Nothing in these Platform Terms excludes your liability for any breach, infringement or misappropriation of our Intellectual Property Rights.
15.
Term and Termination
15.1.
These Platform Terms, shall, unless otherwise terminated as provided in this clause 15, commence on the Commencement Date and shall continue for the Free Trial Period, thereafter, these Platform Terms shall be automatically renewed for successive periods of one (1) month (each a Renewal Period), unless:
(a)
you notify us of termination by non-payment of the Subscription Fee, in which case these Platform Terms shall terminate upon the expiry of the Free Trial Period; or,
(b)
either Party notifies the other Party of termination, in writing, at least thirty (30) days before the end of the Subscription Term or any Renewal Period, in which case these Platform Terms shall terminate upon the expiry of the applicable Subscription Term or Renewal Period; or,
(c)
otherwise terminated in accordance with the provision of these Platform Terms.
15.2.
Without affecting any other right or remedy available to us, we may terminate these Platform Terms with immediate effect by giving written notice to you if:
(a)
you fail to pay any amount due under these Platform Terms on the due date for payment and remain in default not less than thirty (30) days after being notified in writing to make such payment;
(b)
you commit a material breach of any other term of these Platform Terms and (if such breach is remediable) fail to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or,
(c)
your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under these Platform Terms has been placed in jeopardy.
15.3.
On termination of these Platform Terms for any reason:
(a)
all licences granted under these Platform Terms shall immediately terminate and you shall immediately cease all use of the Services;
(b)
any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Platform Terms which existed at or before the date of termination shall not be affected or prejudiced.
Accelerating the transition towards online, aggregated, and always up-to-date catalogues raisonnés.
All artworks © the artists.
© 2024 All Rights Reserved. Artwishlist Ltd.
All artworks © the artists.
© 2024 All Rights Reserved. Artwishlist Ltd.