Terms of Service

EDITIONS

PRIMARY

TALKS

PUBLISHING

NEWS

Editions

Artists

1. ABOUT US

We are Pierce Protocols Limited trading as HENI (“HENI” “we” “our” or “us”), a limited liability company registered in England and Wales under company number 05613954. Our registered office is at 126-134 Baker Street, London, England, W1U 6UE and our VAT number is GB 880 0793 13.

You can contact us at [email protected].

CHECK RESTRICTIONS ON PURCHASE: there are restrictions on the trade of artworks to Russia under applicable sanctions and anti-money laundering regulations and therefore the use of our Service may be restricted. See clause 15 for details.

2. ABOUT US AND THESE TERMS

We provide a service for purchasing limited edition prints (each an “Artwork”). Buyers can buy, or apply to buy, an Artwork via our website at https://heni.com/editions (“Site”).

This Terms of Service is a binding agreement that governs your access to and use of the Site, the purchase of Artworks from us together with your use of the software and services provided by us in connection with such purchase (collectively the “Service”).

Please refer to our Privacy Policy for information about how we collect, use and share information about you.

When you buy a subscription for storage services from our Site, additional Terms of Storage apply.

3. HOW TO BUY AND APPLICATION PROCESS

a) Certain releases of Artworks will be made available for sale during a fixed purchase period. The number of Artworks purchased will determine the final size of the edition.

b) Other releases may be purchased in accordance with an application process. You may apply to purchase such Artworks from the Site during an application period. We will allocate Artworks based on the online applications upon the expiry of the application period. The number of applicants may exceed the number of Artworks available and allocations will depend on availability. If your application is successful (or partially successful e.g. you request 2 Artworks but are only allocated 1), we will facilitate payment automatically in accordance with clause 6 a) below.

c) For certain releases, there is a limit to the number of Artworks you are permitted to buy. For example, in a series of 8 editions, you may be permitted to buy all 8 editions in the series, but only 1 of each separate edition. If you fail to comply with these restrictions, we will not be able to accept your order.

4. WHEN WE ACCEPT ORDERS

a) For all orders, once your order has been placed, we will send you an acknowledgment by email providing you with a customer order number and the cost of your order. This email is an acknowledgement that we have received your order and does not constitute acceptance of your order by us.

b) Unless we have notified you that we do not accept your order or you have cancelled your order in accordance with the cancellation procedures set out below, our acceptance of your order will take place when we notify you that the Artworks ordered by you are ready to be dispatched, at which point a contract will come into existence between you and us.

c) We may be unable to accept your order. This might be because we are unable to obtain authorisation for your payment or we identify an Artwork or pricing error. If, for whatever reason, we do not accept your order, we will notify you of this and will refund to you any amounts that you have already paid to us for the Artwork.

5. DESCRIPTION AND CONDITION OF ARTWORKS AND INTELLECTUAL PROPERTY RIGHTS

a) We will take all reasonable care to ensure that prices of Artworks appearing on our Site are correct at the time that the relevant information is entered onto the system. Although we aim to keep the Site as up to date as possible, the information on the Site at a particular time may not always reflect the position exactly at the moment when you place your order.

b) Please note that all dimensions are approximate and illustrations and images are for identification and illustrative purposes only. Whilst we make every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the Artwork. Artworks purchased may vary from the images shown.

c) You acknowledge that descriptions of Artworks are not warranties and that each Artwork is sold ‘as is.’ Information provided in respect of any Artwork, including in the online descriptions and whether written or oral is a statement of our opinion and not a representation of fact.

d) The intellectual property rights in each Artwork is owned by the artist who created it, or any third party to whom such rights have been transferred by the artist, and you shall have no right, title or interest in or to the intellectual property rights in any Artworks purchased by you using the Service.

e) Certain releases of Artworks that are made available for purchase on our Site are created using a generative algorithm. The algorithm enables users of the Site to choose from parameters created by the artist (such as different colours, styles and shapes) and to generate an Artwork based on those choices (“Generative Artwork”). If you generate a Generative Artwork, you acknowledge that the artist who created the parameters is the sole author and owner of the copyright and other intellectual property rights in the Artwork and that your purchase of the Generative Artwork does not provide any rights, express or implied, to such intellectual property rights.

f) Notwithstanding clause 5 e), in consideration of the right to use the generative algorithm, you:

f-i). assign to the artist referred to in clause 5 e) with full title guarantee the following rights throughout the world:

f-i-1.) the entire copyright and all other rights in the nature of copyright subsisting in the Generative Artwork; and

f-i-2). all other rights in the Generative Artwork of whatever nature, whether now known or created in the future, to which you are now, or at any time after the date of this assignment may be, entitled by virtue of the laws in force in the United Kingdom and in any other part of the world;

in each case for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on, or after the date of this assignment;

f-ii.) waive absolutely your moral rights in and to the use of the Generative Artwork arising under the Copyright, Designs and Patents Act 1988 and, so far as is legally possible, any broadly equivalent rights you may have in any territory of the world; and

f-iii). shall execute such documents and perform such acts as may be required for the purpose of giving full effect to this assignment.

6. PRICE AND PAYMENT

a) We will facilitate the collection of your payment details during the purchase or application process through a secure third party payment processor. If your application is successful, or partially successful, then payment will be taken using the payment details that you have previously supplied.

b) All prices and charges are shown in United States Dollars or such other currency as is specified on the Site for an edition (“Purchase Currency”). The actual amount to be paid in your home currency will be determined by the exchange rate used by your bank or credit card company when you are actually charged. We are not responsible for any exchange rate fees charged by your bank or credit card company, and such amounts are not charged by or received by us.

c) The purchase price of each Artwork will be the price indicated on the Site.

d) All prices, fees and charges indicated on the Site are exclusive of any applicable VAT payable in connection with the purchase. If any such VAT applies, it will be charged at the current rate unless otherwise stated.

e) The costs of shipping the Artworks will be payable by you and will be calculated once you provide a delivery address.

f) In addition to the amounts payable to us, you are responsible for paying any taxes, customs duties and fees levied by local customs authorities ("Import Duties and Taxes") which are triggered when the Artworks are shipped to the country you designate. Where Import Duties and Taxes are due, you are solely responsible for paying them. Subject to clause 6 h), we do not collect and pay Import Duties and Taxes on your behalf. You will need to pay any amounts due directly to the applicable customs authority. We are not able to offer any guidance on Import Duties and Taxes and we recommend that you contact your local customs office for details. Failure to pay the applicable Import Duties and Taxes means you may not be able to receive your Artworks. We will have no liability to you in such event.

g) UK Buyers: certain editions will be shipped to buyers from Germany. Where we ship from Germany to UK buyers, we may choose to collect Import Duties and Taxes at checkout. If we do not choose to do this, you are responsible for paying Import Duties and Taxes at the point of delivery in accordance with clause 6 f).

h) It is possible that, despite our best efforts, some of the Artworks on the Site may be incorrectly priced. If we accept and process your order where a pricing error could reasonably have been recognised by you as a mispricing, we may end the contract, refund to you any sums already paid and require that you return the Artworks to us.

i) Payment may be made by any of the methods specified on the Site. You must pay for the Artworks before they are dispatched to you.

7. CRYPTOCURRENCY PAYMENTS

How to pay with cryptocurrencies

a) We accept payments in cryptocurrencies. The cryptocurrencies we accept will be displayed on the Site. All cryptocurrency transactions will be handled through a payment gateway used by us and with which you will deal directly.

b) Before you can pay with cryptocurrency, you will need to get some of the applicable cryptocurrency and store these in a wallet. When you get to the payment option screen you will be presented with the various ways you can pay. If you choose to pay using cryptocurrency then you will be taken to the payment page of the payment gateway which allows you to select the applicable cryptocurrencies.

c) The purchase price in the Purchase Currency will be converted into the current value of the applicable cryptocurrency at the time your transaction is processed, pursuant to a source determined by us at our sole discretion.

d) How much cryptocurrency is required: You must send the exact amount of cryptocurrency specified by us. If you send less or more than that amount, we will issue a refund and you will need to repeat the checkout process. We cannot guarantee that the purchase price of the Artwork will be the same for any repeat payment because the cryptocurrency conversion rate may have changed.

e) How soon must the payment be made: Once you choose to pay with cryptocurrency, you must send it within the timeframe displayed by the payment gateway. If you do not send it within this timeframe, the conversion rate may have changed and will need to be refreshed in order to complete the payment.

f) Transaction fees: The purchase price is exclusive of the transaction fees that are payable if you choose to pay with cryptocurrency.

g) Every cryptocurrency transaction must be added to the blockchain in order to be considered successfully completed or valid. Transaction fees are payable in order to validate transactions and add them to the blockchain. Transaction fees are paid to miners on the Bitcoin and Ethereum networks. We do not receive any transaction fees nor do we have any control over how much you need to pay when you make the transaction.

h) You can choose the amount of the transaction fees to pay but the lower the fee, the longer it will take for the transaction to be confirmed. See also below. We suggest using your wallet’s recommended transaction fees.

i) Confirmation of transactions: When you make a transaction using cryptocurrency, your transaction will not be recorded on the blockchain until it has been included in a block on the blockchain, at which point the blockchain has one confirmation. Each new block added to the blockchain is another confirmation for your transaction. A specific number of block confirmations is required in order to consider a transaction final. The number of block confirmations required to consider a transaction final will vary depending on the applicable cryptocurrency. We require 6 confirmations for Bitcoin and 35 confirmations for Ether and USDC or such other amounts as may be notified by us to you.

j) The length of time it takes to get the required number of block confirmations will depend on the amount of transaction fee that you have chosen to pay. The less you choose to pay, the longer it will take for your transaction to be confirmed. We do not have any control over the timeframe for confirmation of your transaction.

k) The required number of block confirmations must be processed within 5 days from the date on which you make the transaction. We have no control over this, and a failure of your payment to be finalized means you may need to pay again, using the then-current cryptocurrency conversion rate. If the cryptocurrency arrives in our wallet after this date, we will not accept your order and will issue a refund.

l) Transactions sent to the incorrect wallet address: You must send the cryptocurrency to the address that we give to you. Since transactions are irreversible on the blockchain, if you make a mistake and it goes to the incorrect address, you will lose the cryptocurrency and the order cannot be accepted. It is your responsibility to make sure that you send the cryptocurrency to the correct address. We are not liable for any failure to send the cryptocurrency to the correct address.

m) Conversation rates for refunds: If you qualify for a refund under our refund policy, you will be refunded using the Purchase Currency as the base currency for the purchase price (including VAT where applicable), converted into the applicable cryptocurrency at the current rate at the time we issue the refund (and not at the time the refund is requested or when we confirm that a refund will be issued).

n) We do this to ensure that the equivalent amount in the Purchase Currency you pay at the time of purchase is also returned to you in cryptocurrency. In order to protect both you and us from fluctuations in the cryptocurrency rate, we do not refund at the cryptocurrency rate in force at the time of purchase. This could mean that you receive more or less cryptocurrency than the amount you paid at the time of the transaction. However, the Purchase Currency value will still be the same.

o) Transaction fees payable for refunds: If an order made by cryptocurrency is not accepted or cancelled and a refund is issued, we will incur transaction fees when we issue the refund. You will not be liable to reimburse us for the transaction fees if we are not able to accept your order but payment has already been made and this is not due to any act or omission by you e.g. there has been a pricing error on the site.

p) You will be liable to pay the transaction fees if any of the following apply: (i) you exercise your right to cancel an order in accordance with clause 9; (ii) we need to issue a refund because you have sent the incorrect amount of cryptocurrency (see above); or (iii) the required number of block confirmations needed to confirm a transaction did not take place before the expiry of the 5 day time limit (see above) in which case we will deduct the applicable transaction fees from the amount to be refunded.

q) Payment must be made on the correct network: you must pay the cryptocurrency on the correct network (which is Ethereum for Ether and USDC). Since transactions are irreversible on the blockchain, if you do not pay on the correct network then you may lose the cryptocurrency and you will not be able to get it back. It is your responsibility to make sure you pay on the correct network and we are not liable for any failure to do so.

8. DELIVERY OF ARTWORK

a) After we have acknowledged receipt of your order in accordance with clause 4 a), we will arrange for fabrication of the Artworks. We estimate that the earliest completion date for fabrication will be 3 months from the date of the order or as otherwise notified on the Site.

b) We will deliver your purchased Artworks to you by no later than four weeks after the date on which the contract is formed, unless otherwise stated. Delivery will only be made once full payment for the Artworks has been received from you. We are not responsible for any delays or additional charges resulting from destination customs clearance processes. Timing may be impacted by Covid-19 restrictions or delays.

c) The costs of delivery of the Artworks will be as displayed to you on our Site during the purchase or application process.

d) We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Terms of Service that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”). If an Event Outside Our Control takes place that affects the performance of our obligations under the Terms of Service (i) we will contact you as soon as reasonably possible to notify you; and (ii) our obligations under the Terms of Service will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Artworks to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

e) Orders shall be delivered to the address indicated by you at the time of ordering, save that we will only deliver to those countries found on the list shown on our Site at the time of ordering or as otherwise notified by us to you, and we do not deliver to P.O. boxes. We cannot be liable for any loss suffered by you as a result of you supplying us with incomplete or inaccurate delivery information. We are unable to redirect orders once the Artworks have been dispatched.

f) In the event that no one is available at your address to take delivery, a notice shall be left informing you of how to rearrange delivery or indicating from where the Artworks may be collected. If you do not take delivery or collect the Artworks within a reasonable time, we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and charge you a reasonable amount by way of compensation for the costs that we incur as a result.

9. CANCELLATION AND RETURNS FOR CONSUMERS

a) Subject to clause 9 (i), if you are a consumer you have a legal right to cancel your order at any time prior to delivery or within 14 days of delivery having been made (starting with and including the day after you receive the Artworks). This right, under the Consumer Contracts Regulations 2013, is explained in more detail in these terms.

b) To exercise your right to cancel, please contact us before the end of the 14 day period informing us of your wish to cancel and providing details of your name, address, contact details, customer order number, the date on which your order was placed and the Artwork to be returned. You may use the cancellation form in the Schedule to this Terms of Service, but you do not have to. Any notice given by you after the 14 day time limit will not be effective to cancel your order.

c) If you cancel your order after the Artworks have been dispatched to you (or at a time when it is too late for us to prevent them being dispatched), you must return them to us at Pierce Protocols Ltd, 29-35 Lexington Street, London, W1F 9AH or such other address as we may specify) by recorded delivery within 14 days of notifying us that you wish to cancel the contract. You must retain the recorded delivery receipt for your own purposes in order to provide proof to us that you have returned the Artworks should this be required. You are responsible for ensuring that the Artworks are adequately protected during transit, bearing in mind their nature and value. Artworks must be returned in a saleable condition. We ask that you return the Artworks in the same packaging.

d) If you exercise your right to cancel set out in this clause, you must pay the costs of return.

e) If you exercise your right to cancel, we will refund you the purchase price and delivery costs but subject to any applicable deductions as described in clause 9 f) below. The refund will be made to you by the method you used for payment. All refunds will be made in Purchase Currency. The actual amount to be paid in your home currency will be determined by the exchange rate used by your bank when you are actually charged. All currency exchange fees, remittance fees or other charges payable in connection with payments by you shall be borne by you.

f) In calculating the amount to be refunded to you:

i. the maximum amount that we will refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer.

ii. we may make deductions to reflect any reduction in the value of the Artworks that is the result of unnecessary handling of the Artworks by you. If we make the refund to you before we are able to inspect the Artworks and later discover that you have handled them unnecessarily, you must pay us an appropriate amount.

g) We will process any refunds due to you within 14 days from the day on which we receive the Artwork back from you or, if earlier, the day on which you provide us with evidence that you have sent the Artwork back to us in accordance with this Terms of Service. We will notify you by email once your refund has been processed.

h) Nothing in this clause affects any of your rights to reject Artworks other than in accordance with your right to cancel under this clause. If you wish to exercise a right to reject an Artwork, you must notify us and return the Artwork to us in accordance with clause 9 c).

i) No right to cancel for Generative Artworks: You can’t change your mind and cancel your purchase of a Generative Artwork because these Artworks are personalised and made to your specification based on parameters chosen by you. The cancellation terms set out in clause 9 a) to h) do not apply to the purchase of a Generative Artwork.

10. OWNERSHIP AND RESPONSIBILITY

a) You will own the Artworks from the time when the contract between you and us is made. Ownership will immediately revert to us if we refund the price you have paid for the Artwork.

b) The risk in and responsibility for the Artworks will transfer to you from the time we deliver them to the address provided by you (or if we agree that you may commission a carrier rather than selecting one from a range offered by us, risk transfers to you on delivery to that carrier).

c) You are responsible for insuring the Artwork from the point at which risk transfers to you.

11. COMPLAINTS

If you have any questions or complaints about the Artworks or our services please email us at [email protected].

12. USE OF OUR SITE AND SERVICE

a) We are the owner or the licensee of, or have a valid right to use, all intellectual property rights in the Service and in the images, photographs, illustrations and other content created by us or for us or featured in connection with our Service (including the look and feel, design and graphics of the Site). All such rights are reserved to us. Except as permitted by law, you must not reproduce, distribute, transmit, disseminate, create derivate works of, perform, display or otherwise use in any way any material (or part thereof) on our Site or obtained via our Service.

b) If your use of the Service breaches this Terms of Service, your right to use our Service will cease immediately and you must, at our option, return or destroy any copies or other infringing material so created.

c) We may update and change the Service from time to time, including making changes to the Artworks available via it, and do not guarantee that the Service, or any content on it, will always be available or be uninterrupted. Access to the Site is permitted on a temporary basis and we may suspend, withdraw, discontinue or change all or part of the Service (including the Site) without notice to you. We reserve the right to restrict the availability of all or part of the Service at our discretion. We shall not be liable to you or any third party for any modification to or withdrawal of the Service.

d) 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.

e) 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. You must not establish a link to the Site on any website that is not owned by you and you must not frame the Site on any other website.

f) We reserve the right to withdraw linking permission without notice.

g) Where our site contains links to other websites and resources provided by third parties, these links are provided for your convenience and information only. Such links should not be interpreted as endorsements by us of those linked websites. We have no control over the contents of those websites and disclaim any liability, and accept no responsibility, for the content of any website referred to or accessed through our site.

h) If you choose, or you are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential and must not disclose it to any third party. We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms of Service.

i) If you know or suspect that anyone other than you knows your username or password, you must promptly notify us at the email address given in clause 1 above.

13. OUR LIABILITY

a) References to liability in this clause 13 include every kind of liability arising under or in connection with this Terms of Service including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

b) No provision in this Terms of Service shall be deemed to 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, our liability for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.

c) Subject to clause 13 b) our total liability to you in connection with the sale of an Artwork shall be limited to the total amount actually paid by you for the Artwork.

d) Subject to clause 13 b), under no circumstances will we be liable to you for: (i) any loss of profits, sales, business, or revenue; (ii) loss or corruption of data, information or software; (iii) loss of business opportunity; (iv) loss of anticipated savings; (v) loss of goodwill; or (vi) any indirect or consequential loss.

e) All Artworks, information and services made available through the Service are provided on an “as is” and “as available” basis. We are not responsible for the correctness of any statement of whatever kind concerning any listing, whether written or oral, nor for any other errors or omissions in description or for any faults or defects in any listing.

f) We do not give any representation or warranty or assume any liability of any kind whatsoever, express or implied, in connection with these Terms of Service, the Site, the Service or any Artworks, except to the extent such representations and warranties cannot be excluded under applicable law, and no statement anywhere whether oral or writing shall be deemed to be such a representation or warranty.

g) The laws of some countries do not allow some or all of the disclaimers, limitations or exclusions described above. This is especially so if you are a consumer. If these laws apply to you, some or all of the above disclaimers, limitations or exclusions may not apply to you and you might have additional rights.

h) We are not responsible for any loss caused by or resulting from confiscation of a shipment of purchased Artworks to any foreign country or state or risks of restricted transportation by any government or authority.

i) We shall have the right, but not the obligation, to cancel a sale without notice to you if we reasonably believe that completing the sale is or may be unlawful or that the sale puts us under any liability to any third party or may damage our reputation. Upon notice of our election to cancel the sale, you will promptly return the Artworks to us and we will then refund the total amount paid by you to us in respect of the sale. The refund shall constitute your sole remedy and recourse against us with respect to such cancelled sale.

14. PERSONAL INFORMATION

We will only use your personal information as set out in our Privacy Policy.

15. RESTRICTIONS

a) We are not permitted to export, supply, deliver, make available and transfer any Artworks to, or for use in, Russia or to a person connected with Russia, in accordance with sanctions and anti-money laundering laws and regulations of the United Kingdom and any other applicable governmental authority (“Sanctions Laws”). Shipping is not currently possible to Russia and you will not be permitted to buy an Artwork from us if such purchase would be in breach of Sanctions Laws.

b) You acknowledge and agree that you are not purchasing any Artworks for the purpose of supplying or delivering them to Russia, or making them available for use in Russia or to a person connected with Russia. A person is ‘connected with’ Russia if the person is (i) an individual who is (or an association or combination of individuals who are) resident in Russia; or (ii) an individual who is (or an association or combination of individuals who are) located in Russia, or (iii) a company or organization which is incorporated or constituted under the law of Russia, or is domiciled in Russia.

16. FINAL PROVISIONS

a) We may amend these Terms of Service from time to time. Every time you wish to use our Site, please check these Terms of Service to ensure you understand the terms that apply at that time.

b) We may transfer any of our rights and obligations under this Terms of Service to another organisation. You may only transfer your rights or obligations under this Terms of Service if we agree to this in writing.

c) This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.

d) If a court invalidates some of this Terms of Service, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.

e) If you breach this Terms of Service and we take no action against you, we will still be entitled to use our rights and remedies in any other situation where you breach this Terms of Service.

f) This Terms of Service and its subject matter and formation (and any non-contractual disputes or claims) shall be governed by the laws of England and Wales.

g) Any disputes relating to this Terms of Service shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

SCHEDULE

MODEL CANCELLATION FORM

(Complete and return this form only if you wish to withdraw from the contract)

To [TRADER'S NAME, ADDRESS, TELEPHONE NUMBER AND, WHERE AVAILABLE, FAX NUMBER AND E-MAIL ADDRESS TO BE INSERTED BY THE TRADER]

I/We [] hereby give notice that I/We [] cancel my/our [] contract of sale of the following Artworks []/for the supply of the following service [],

Ordered on []/received on [],

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),

Date

ADDITIONAL TERMS APPLICABLE TO STORAGE SERVICES

1. WHAT THESE TERMS COVER

When you buy certain Artworks from our Site, we will offer you at the point of purchase the opportunity to store those Artworks at our bonded storage facilities (the “Vault”). These Terms of Storage apply in addition to our Terms of Service and contain the terms and conditions on which we supply storage services to you.

2. OUR CONTRACT

a) If you choose to receive storage services for an Artwork, we will send you an email acknowledging that a subscription has been set up. As some Artworks are not made until after expiry of the application process or a timed sale period, it may be several months from the point of purchase until the storage services will begin.

b) Your subscription fees will become payable from the date stated on our Site or as otherwise notified to you, at which point a contract will come into existence between you and us (“Subscription Start Date”).

c) If we are unable to provide you with storage services, we will inform you of this and will not charge you for the storage services. This might be because of unexpected limits on our resources which we could not reasonably plan for or because we are unable to obtain authorisation for your subscription payment. If, for whatever reason, we are not able to provide you with storage services, we will notify you of this and will refund to you any amounts that you have already paid to us for the storage services.

3. WHAT OUR STORAGE SERVICES INCLUDE

a) Our storage services include (subject to applicable charges):

i. providing secure storage of Artworks in the Vault, which is a climate-controlled fine art storage warehouse that has customs-bonded status, offering a special temporary storage area for items under bond; and

ii. delivering the Artwork back to you upon cancellation of the storage services in accordance with clause 7.

b) The Vault may be owned and operated by a third party and we reserve the right to change the location of the Vault at any time.

4. OUR STORAGE SUBSCRIPTION FEES AND PAYMENT

a) Subscription fees for storage services will be charged at our list prices (as amended from time to time) current at the time we invoice you for them. We reserve the right to review the subscription fees and any other charges (such as the withdrawal fee referred to in clause 7 b)) from time to time. If we increase the charges, then we will give you at least one month’s notice of the change, such notice to expire on your next subscription payment date. If you no longer want to store your Artwork with us due to an increase in any charges, you can cancel your subscription by giving us notice by no later than the day before your next subscription payment date. If you fail to give notice by such date, you will be charged an additional monthly subscription fee. Notice can be given in accordance with clause 6 b).

b) All subscription fees and charges are shown in United States Dollars. The actual amount to be paid in your home currency will be determined by the exchange rate used by your bank or credit card company when you are actually charged.

c) All subscription fees indicated on the Site are inclusive of VAT (where applicable) at the current rates chargeable unless otherwise stated.

d) Subscription fees are payable monthly from the Subscription Start Date. Payment of the monthly subscription fee will auto renew unless the storage services are cancelled in accordance with these Terms of Storage.

e) You will be asked to provide a payment method that we accept in order to activate your subscription along with other payment information. You represent and warrant that you have the legal right to use all payment method(s) that you provide to us. Your authorisation also applies to our payment processors. You hereby authorise us to charge your specified payment method on a monthly basis, in advance, for the provision of the storage services. You authorise us to continue to attempt to charge with respect to all sums described in these Terms of Storage, or any portion thereof, to your payment method until such amounts are paid in full. You agree to provide updated payment information upon request and at any time the information you previously supplied becomes invalid. You acknowledge and agree that we will not have any liability whatsoever for any insufficient funds or other charges incurred by you as a result of attempts to charge, and/or place holds on, your specified payment method as contemplated by these Terms of Storage.

f) Subject to clause g) if you choose to take out storage services for an Artwork, your shipping costs will be deducted from the total charges payable on purchase and your invoice for the purchase will be zero rated for VAT or customs duties due to entry into the Vault. When you withdraw the Artwork from the Vault, you are responsible for payment of all applicable VAT, customs duties and fees levied by local customs authorities (“Import Duties and Taxes”) which are triggered when the Artworks are shipped to the country you designate. Where Import Duties and Taxes are due, you are solely responsible for paying them. Subject to clause g), we do not collect and pay Import Duties and Taxes on your behalf. You will need to pay any amounts due directly to the applicable customs authority. We are not able to offer any guidance on Import Duties and Taxes and we recommend that you contact your local customs office for details. Failure to pay the applicable Import Duties and Taxes means you may not be able to receive your Artworks. We will have no liability to you in such event.

g) If you choose to ship your Artwork to an address located in the UK, we will collect all applicable Import Duties and Taxes at checkout when you withdraw the Artwork from the Vault.

h) Shipping costs to deliver the Artwork to you will be calculated when you withdraw it from the Vault.

5. WHAT WE CAN DO IF YOU FAIL TO PAY OR ARE LATE IN PAYING SUBSCRIPTION FEES

a) If you are late paying, we can do one or more of the following:

i. If you do not make payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount. This does not limit our other rights under these Terms of Storage.

ii. We can hold on to some or all of your Artworks until you have paid the subscription fees. This does not limit our other rights under these Terms of Storage (e.g. you will still be liable to pay interest).

iii. We can sell some or all of the Artworks you store with us to discharge what you owe us (in relation to the Artwork in respect of which you are late in making payment as well as for other Artworks you store with us). From these sale proceeds, we will deduct what you owe us and our costs of sale with the balance of such sales proceeds, if any, being paid to you. This does not limit our other rights under these Terms of Storage (e.g. if any amounts remain outstanding, you will still be liable to pay the outstanding amount as well as interest).

b) If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved.

c) Once the dispute is resolved, we will charge you interest on correctly invoiced sums from the original due date (if applicable).

6. CANCELLATION

a) You may cancel your subscription at any time provided that you give notice of cancellation by no later than the day before the next subscription payment date. If you fail to give notice by such date, you will be charged an additional monthly subscription fee.

b) You can give such notice by contacting us at [email protected] informing us of your wish to cancel and providing details of your name and contact details and the Subscription Start Date. When you cancel your subscription you may withdraw the Artwork from the Vault in accordance with clause 7.

c) Cancellation for consumers

I. If you are a consumer you have a legal right to cancel your subscription at any time within 14 days of the date you entered into the contract for the storage services (starting with the day after the date the contract is entered into). This right, under the Consumer Contracts Regulations 2013, is explained in more detail in these terms.

II. To exercise your right to cancel, please contact us before the end of the 14 day period informing us of your wish to cancel and providing details of your name and contact details and the Subscription Start Date. You may use the cancellation form in the Schedule to these Terms of Storage, but you do not have to. Any notice given by you after the 14 day time limit will not be effective to cancel your order.

III. You acknowledge that you are requesting us to start providing the storage services during the 14 day cancellation period, which means that you must pay us an amount proportionate to any services provided to you up until the time you tell us that you want to cancel.

d) Our rights to cancel

I. We can cancel the provision of storage services at any time on at least 2 weeks’ written notice to you, such notice to expire at the end of the current subscription period.

II. We can cancel the provision of storage services immediately on notice if you are in material breach of any of the terms of these Terms of Storage or if we reasonably believe that providing the storage services to you may be unlawful or puts us under any liability to any third party or may damage our reputation.

III. We will liaise with you to take all your Artworks out of storage (in accordance with clause 7).

7. WITHDRAWING AN ARTWORK FROM THE VAULT

a) When we or you cancel your subscription you can withdraw your Artwork from the Vault.

b) When we or you cancel a subscription you must pay a withdrawal fee per Artwork at the current rate specified on our Site.

c) When an Artwork is withdrawn from the Vault it will be shipped to you by our chosen carrier. Shipping costs will be calculated once you provide a delivery address. Any applicable Import Duties and Taxes will also be calculated at this time and will be payable by you.

d) Before you can take your Artwork out from the Vault, you will need to have paid any outstanding subscription fees (in relation to the Artwork you are taking out or any other Artworks you store with us) as well as any other outstanding charges you may have with us under these Terms of Storage. We can hold onto your Artwork until you have paid these outstanding charges. This is in addition to what we can do if you pay late (see clause 5 above).

e) When we deliver the Artwork to you, you must ensure that you (or someone you have nominated) are available to take delivery of the Artwork at the relevant time. If you fail to do this, we may charge you for storage costs and any further delivery costs.

f) When you set up a subscription for storage services, you agree to provide us with the information we request for the purposes of identity verification and to permit us to keep a record of such information. We will use this information to complete certain verification procedures before you are permitted to withdraw an Artwork from the Vault if your subscription is cancelled for any reason.

8. COMPLAINTS

If you have any questions or complaints about our services please email us at [email protected].

9. LIABILITY

a) References to liability in this clause 9 include every kind of liability arising under or in connection with these Terms of Storage including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

b) No provision in these Terms of Storage shall be deemed to 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, our liability for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.

c) Subject to clause 9 b) our total liability in connection with the provision of storage services in respect of an Artwork shall be limited to the total purchase price paid by you for the Artwork.

d) Subject to clause 9 b), under no circumstances will we be liable to you for: (i) any loss of profits, sales, business, or revenue; (ii) loss or corruption of data, information or software; (iii) loss of business opportunity; (iv) loss of anticipated savings; (v) loss of goodwill; or (vi) any indirect or consequential loss.

e) All information and services made available through the Site are provided on an “as is” and “as available” basis. We are not responsible for the correctness of any statement of whatever kind, whether written or oral, nor for any other errors or omissions in description or for any faults or defects.

f) We do not give any representation or warranty or assume any liability of any kind whatsoever, express or implied, in connection with these Terms of Storage or our storage services, except to the extent such representations and warranties cannot be excluded under applicable law, and no statement anywhere whether oral or writing shall be deemed to be such a representation or warranty.

h) If you wish to sell any Artwork that is stored in the Vault to a third party, you must cancel your subscription before you transfer ownership, in accordance with these Terms of Storage. If you do not cancel your subscription before you transfer ownership, you and only you, shall be our customer in respect of the storage services and you shall be solely responsible for all payments and for providing all instructions in relation to the storage services. You agree to indemnify us against all liability, losses, expenses and costs arising from any claim of whatever nature made by the third party owner of the Artwork and incurred by us in exercising our rights under these Terms of Storage or refusing to act upon such third parties’ instructions or otherwise.

10. FINAL PROVISIONS

a) We may amend these Terms of Storage from time to time. Every time you wish to use our Site, please check these Terms of Storage to ensure you understand the terms that apply at that time.

b) We may transfer any of our rights and obligations under this Terms of Storage to another organisation. You may only transfer your rights or obligations under this Terms of Storage if we agree to this in writing.

c) This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it. If a court invalidates some of this Terms of Storage, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.

d) If you breach this Terms of Storage and we take no action against you, we will still be entitled to use our rights and remedies in any other situation where you breach this Terms of Storage.

e) This Terms of Storage and its subject matter and formation (and any non-contractual disputes or claims) shall be governed by the laws of England and Wales.

f) Any disputes relating to this Terms of Storage shall be subject to the exclusive jurisdiction of the Courts of England and Wales.