ARIANNE PIPER ART ADVISORY LIMITED

CONDITIONS OF BUSINESS WHEN ARIANNE PIPER ART ADVISORY IS RETAINED TO BUY FOR A CLIENT

These Conditions of Business set out the terms upon which Arianne Piper Art Advisory Limited, a company incorporated and registered in England with company number 05702303 (“we”, “us” and “our”) will source artworks for our client (“ you”), and will apply whenever we are instructed by you in an advisory role.

1. Services: We will provide you with the following services: (i) suggesting artworks you might want to acquire; (ii) sourcing and buying artworks for you; and (iii) other services as agreed by you and us (collectively, the “Services”).

2. Agency: Unless otherwise agreed with you, we shall buy artworks on your behalf as your exclusive agent. You agree that we may bind you to the seller’s terms of sale.

3. Sale Price & Commission: We shall not conclude a purchase on your behalf unless you have confirmed that the price is acceptable, except if you authorise us to agree a price up to a given amount and the price is at or below that amount. Our commission is typically a percentage of the purchase price of the artwork(s) we have bought for you (the “Artwork(s)”) before the taxes and expenses described in clause 4. You agree that we may pay a commission to any party who has assisted us with the purchase of the Artwork(s) or introduced you to us.

4. Payment and Expenses: You shall be solely responsible to pay us the purchase price of the Artwork(s) plus any expenses (for example without limitation transport and packing expenses paid by us and, if applicable, any VAT and artist’s resale royalty (the “Purchase Price”). We shall invoice you for any expenses we incur on your behalf, including any related VAT. If the Artwork(s) is/are sold within the VAT Margin Scheme, VAT will not be charged on the Purchase Price but only on our commission. Any tax and artist’s resale royalty shall be your responsibility. If the artist’s resale royalty is paid by you to us, we shall pay it to the seller, or directly to the collecting society. You agree to pay the Purchase Price in accordance with the terms of the invoice and in the currency specified on the invoice. The time of payment is of the essence. You agree to compensate us fully for any loss, damage, claim, liability, judgment, cost, or expense incurred by us (including reasonable legal fees) arising from or in connection with your failure to make payment of the Purchase Price in accordance with the terms of the invoice. All payments to us must be from a bank account held in the name of the person or company to whom the invoice is addressed, and the invoice and the identification documents provided pursuant to clause 9 below must match the identification details of the addressee of the invoice. It is your sole responsibility to ensure that the Purchase Price is wired to our bank account having checked the payment details over the telephone, and we accept no liability for any monies intercepted or not received by us for any reason including cybercrime.

5. Transfer of Ownership and Risk: Ownership will pass to you when (i) the seller receives the Purchase Price in full and cleared funds; and (ii) we have completed to our satisfaction all our financial and other due diligence required by applicable regulations. You are solely responsible for insuring the Artwork(s) from the date when possession of the Artwork(s) passes to you or your representative. Unless otherwise agreed in writing, the Artwork(s) will not be released until points (i) and (ii) in this clause have been completed.

6. Contractors: We do not provide services typically provided by contractors such as conservators, shippers, and insurance brokers. Whilst we may suggest that you use a particular contractor, if you use or agree to us using that contractor, you or we shall do so at your risk.

7. Export and Import: You are responsible for compliance with import and export laws and regulations. You undertake to us that if you make arrangements to export the Artwork(s) from the UK, you will (i) comply with HM Revenue & Customs regulations, including but not limited to shipping the Artwork(s) from the UK within the relevant period if the sale is for export and zero-rated for VAT, (ii) comply with applicable import and export laws and regulations; and (iii) will make payment of any tax or duty in relation to the purchase and transport of the Artwork(s), including but not limited to the payment of import tax, customs duty, sales or use tax that must be paid in the country of destination, whether on shipment, on import or at any other time. The sale of the Artwork(s) (whether or not described in the invoice as for export) is not dependent on either us or you obtaining an export or any other form of licence. You shall indemnify us and the seller in full against any claims, damages, costs, expenses (including professional fees), liabilities or losses arising from or in connection with any failure by you to comply with this clause.

8. Our Obligations: We shall exercise reasonable care when providing the Services. You acknowledge that information we provide to you is partly dependent upon the information provided by the seller and such experts as we (without obligation) may consult, the amount of research and any examination or testing we may reasonably and practically carry out prior to a purchase, and the generally accepted opinion of experts available at the time of your purchase of the Artwork(s). You acknowledge and agree that we make no representation and give no warranty, orally or in writing, express or implied (other than those which cannot be excluded by law) with respect to any of the characteristics of the Artwork(s), including without limitation: age, authenticity, provenance, condition, quality, rarity, value, historical reference or significance, medium (recorded in the description of the Artwork(s) or elsewhere), which are statements of opinion only and not representations of fact, and we accept no liability in relation to any of them. We are not liable (i) for the statements, data, information and opinions of others in relation to the Artwork(s), (ii) for any deterioration of the Artwork(s) after the sale or, (iii) in circumstances where you fail to comply with our or the artist’s instructions related to the handling, installation or maintenance of the Artwork(s). Nor are we liable for any matter which is specifically drawn to your attention before the purchase is completed or which your examination of the Artwork(s) ought to reveal. We do not offer investment advice. The value of art fluctuates over time and we offer no guarantee that you will make a profit when selling an Artwork. The Artwork(s) are non-exchangeable and non-returnable. We do not provide condition reports but we can commission them on your behalf. We are under no obligation to sue the seller in the event that the seller does not deliver the Artwork(s) or transfer ownership to you, or the seller is otherwise in breach of the terms of the sale.

9. Anti-Money Laundering and Sanctions: In accordance with applicable anti-money laundering and sanctions legislation we must verify the identity of buyers. Accordingly, if you are an individual, you agree to provide (i) a copy of your valid photo ID (such as a passport, driving licence or national ID card), and (ii) a copy of a recent utility bill, such as gas, electricity, water (but not your mobile phone bill) that is no more than three (3) months old showing your permanent address. If you are a legal entity, you agree to provide (i) a copy of the legal entity’s certificate of incorporation or equivalent formation document, and (ii) identification documents (as described above) of the legal entity’s beneficial owner(s). You agree to supply such other information as we may require to meet our legal obligations. If you are buying as an agent on behalf of someone else, should we request, you agree to provide us with the identification documents and related information of your principal as detailed above. You agree that we may share the information received from you pursuant to this clause with the seller of the Artwork(s), solely for the purposes of the seller’s compliance with anti-money laundering and sanctions obligations applying to them.

10. Your Representations and Undertakings: You represent and warrant now, and at all times up to and including the completion of the sale, that: (i) you will not resell or offer to resell the Artwork(s) to any third party until ownership has passed to you in accordance with clause 5 and will only make such an offer thereafter subject to your obligations pursuant to clause 12. (ii) you are not, and any agent acting for you, is not subject to trade sanctions, embargoes or any other restriction on trade in the jurisdiction in which it does business, under the laws of the European Union, the laws of England and Wales or the laws and regulations of the United States (the “Restrictive Measures”), you and your agents are not owned, partly owned or controlled by person(s) subject to such Restrictive Measures, and the Artwork(s) will not be transferred to or used by or for the benefit of any person(s) subject to Restrictive Measures; (iii) the funds to be used for the purchase of the Artwork(s) are not connected with nor have any link to nor are derived from any criminal activity, including without limitation tax evasion, money laundering or terrorist activities, and you are to the best of your knowledge neither under investigation, nor have you been charged with or convicted of without limitation, tax evasion, money laundering, terrorist activities or other criminal activities; (iv) there is no civil, criminal, arbitration, administrative or other proceeding or investigation actual and pending against you, which would in any way seek to prevent, enjoin, alter or delay any transaction contemplated by these Conditions of Business; (v) none of your representations and warranties in these Conditions of Business either contain nor, as of the date on which the sale contemplated in these Conditions of Business concludes, will contain any untrue statement of a material fact nor omit nor, as of the date on which the sale contemplated in these Conditions of Business concludes, will omit to state a material fact necessary to make the statements contained herein not misleading; and (vi) you agree to provide such information as we shall require to enable us to satisfy our regulatory and legal obligations and warrant that information about you, your principal (if any), and if appropriate, the source of the purchase funds is accurate, complete and not misleading. We shall rely on your representations, and your representations are a condition of your agreement with us.

11. Right of First Refusal: Unless a different period is agreed in writing, should you decide to re-sell the Artwork within five (5) years from the date of our invoice, you shall either (i) offer the Artwork to us first for a price equal to its then fair market value and we shall have the exclusive option, for a period of thirty (30) days from the date of your written offer, to buy the Artwork from you, or (ii) consign the Artwork to us for sale on your behalf for a period that will not exceed six (6) months, with the authority to sell the Artwork for a price that is not less than the fair market value less [15%]. Fair market value will be determined by the retail price for artworks of similar scale and significance at the time. If you fail to comply with this provision, you will promptly pay us an amount equal to the difference between (a) the average auction price (including buyer’s premium) achieved for similar artworks by the artist in perfect condition at the most recent public auctions and (b) the price invoiced by us to you for the Artwork.

12. Indemnity: You shall defend and hold us and each of our directors, employees, agents and consultants harmless from and against, and compensate each of us and them fully for, any and all claims, actions, liabilities, losses, damages, and expenses of any kind (including reasonable legal fees) arising from or relating to (a) any breach or alleged breach (whether alleged by us or by a third party) of your representations, obligations and undertakings in these Conditions of Business, and (b) any act or omissions by the seller of the Artwork(s).

13. Exclusion and Limitation of Liability: Any claim by you against us or the seller must be made within twelve (12) months of the date of the invoice. Our total liability in contract, tort, misrepresentation or otherwise, arising in connection with the performance or contemplated performance of our Services shall be limited to our commission (excluding any VAT) actually paid by you for the Services in relation to which our liability has arisen. We shall not be liable to you for any loss of profits, loss of business, loss of anticipated savings or for any special, indirect, incidental, or consequential loss, costs, damages, charges, or expenses to the fullest extent permitted by law. We do not accept any liability for any act or omission by the seller in relation to the sale of the Artwork(s) to you. No term in these Conditions of Business shall be deemed to exclude or limit our liability to you in respect of any fraud or fraudulent misrepresentation made by us, or in respect of death or personal injury caused by our negligent acts or omissions.

14. Force Majeure: Neither party shall be in breach of its obligations under these Conditions of Business nor liable for a delay in performing, or failure to perform, any of its obligations under these Conditions of Business if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance will be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or nonperformance continues for three (3) months, the other party may terminate these Conditions of Business by giving fourteen (14) days' written notice to the affected party without incurring any liability related to such termination.

15. Confidentiality: Unless compelled by order of a Court or governmental authority or unless the information is already in the public domain, you and we shall keep the terms of our dealings related to the purchase of any Artwork(s) confidential except that you and we may disclose the terms of such agreement to our professional advisers. You agree that we shall be under no obligation to disclose to you the identity of the seller(s) and/or previous owner(s) of the Artwork(s).

16. Termination: Each of you and us shall have the right to terminate our provision of Services at any time by giving notice in writing to the other party. Upon notice of termination, our Services shall be discontinued and you shall pay to us fair and reasonable compensation for work-in-progress together with any outstanding unpaid invoices. If at the date of termination, you are bound by any contract to purchase one or more Artwork(s), you shall honour those obligations.

17. Data Protection: During your interactions with us, you may provide us with personal data about yourself (and possibly others) to facilitate business between us. Such data may include your name, address, date of birth, contact numbers, billing address and email addresses. Any such personal data may be used by us for the provision of our services (including as described under these Conditions of Business), billing and other administrative purposes. Such personal data may also be used by us to provide you with information about us and our services (including contacting you via email, telephone, or post) and to help us understand your needs and objectives. If you do not wish to receive information about us and our services, please contact us at [dpo@ariannepiper.com] [or use the unsubscribe function contained within our communications]. For more information about our collection, storage, and use of your personal data, please see our Privacy Policy located at https://www.ariannepiper.com/privacy. Our liability to you in respect of your personal data is subject to clause 13.

18. Law and Jurisdiction: These Conditions of Business, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by English law. In the event of a dispute arising under or in connection with these Conditions of Business (including non-contractual disputes or claims), you irrevocably (i) submit to the exclusive jurisdiction of the English courts, (ii) agree that we shall have the right to bring proceedings in any Courts within or outside England and Wales, and (iii) waive any objection to the jurisdiction of such Courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.

19. Miscellaneous Provisions: You accept and agree that you do not acquire any copyright and other intellectual property right in the Artwork(s). Should any provision of these Conditions of Business be held void, invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect. These terms are binding on your successors, assigns and representatives. No term in these Conditions of Business shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone other than you. These Conditions of Business set out the entire agreement between us and you in respect of the Services and transactions contemplated therein and supersede all prior and contemporaneous written, oral, or implied understandings, representations and agreements between us and you relating to the subject matter of these Conditions of Business.