ARIANNE PIPER ART ADVISORY

CONDITIONS OF BUSINESS WHEN ARIANNE PIPER ART ADVISORY IS RETAINED TO SELL 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 sell artworks on behalf of a client (“you”), and will apply whenever we are instructed by you in an advisory role, including but not limited to advising on a potential sale or arranging a sale on your behalf.

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

2. Agency: You grant us the exclusive right worldwide to offer the artworks for sale on your behalf (the “Artwork(s)”), and to sell the Artwork(s) in accordance with our Conditions of Sale (by which you agree to be bound) available on our website,(https://www.ariannepiper.com/). Whilst we act as your exclusive agent, you shall not instruct anyone else to market or sell the Artwork(s) or market or sell it/them yourself, and you shall forward to us any offer you receive for the Artwork(s).

3. Sale Price, Commission and Expenses: Unless otherwise agreed, you authorise us to sell the Artwork(s) for a price which after deduction of our commission, any VAT on our commission and the artist’s resale royalty if applicable, will result in a net price to you that will be no less than the amount agreed by you and us in advance (the “Net Price”). Unless otherwise agreed, our commission on the sale shall be the difference between (i) the sale price paid by the buyer of the Artwork(s) (net of tax), and (ii) the Net Price, less any VAT on our commission and the artist’s resale royalty if applicable (the “Commission”), provided that our Commission shall not exceed 20% of the sale price paid by the buyer (net of tax). You agree that we may pay a commission to any party who has assisted us with the sale of the Artwork(s) or introduced you to us. We will absorb all expenses associated with the marketing and sale of the Artwork(s). We will remit any artist’s resale royalty due upon the sale of the Artwork(s) to the relevant collecting society on your behalf.

4. Payment: Unless otherwise agreed, and subject to the remainder of this paragraph, if the Artwork(s) is/are sold, we will send you the amount due to you within fourteen (14) business days of receiving payment from the buyer in cleared funds except where (i) we receive notice that the buyer intends to rescind the sale, or (ii) a third party makes a claim for the Artwork(s) or the sale proceeds, or (iii) in our reasonable judgment, (a) doubt has arisen as to the Artwork’s authenticity, authorship or attribution, (b) any of your representations is materially inaccurate, or we reasonably doubt its accuracy or (c) you have breached, or indicated that you intend to breach, any provision of these Conditions of Business in a material respect. Payment of the amount due to you will be delayed if the owner of the Artwork(s) sells the Artwork(s) as a trader as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the “Regulations”), and the buyer of the Artwork(s) qualifies as a consumer as defined in the Regulations. In that case, payment will be made within five (5) business days of the expiry of the period during which the consumer can cancel the sale (a period of fourteen (14) calendar days starting on the day after the day on which the consumer, or a third party other than the carrier, identified by the consumer to take possession of the Artwork(s), acquires physical possession of the Artwork(s)), provided that the consumer has not cancelled the sale within that period and that we have received full payment in cleared funds. You authorise us to deduct from the amount due to you any sum due by you to us that is outstanding and undisputed on the date of payment.

5. Transfer of Ownership and Risk: Ownership of the Artwork(s) shall pass from you to the buyer when (i) we receive the purchase price in full and cleared funds, and (ii) we confirm that we have completed to our satisfaction all our financial and other due diligence required by applicable regulations. The Artwork(s) will remain in your possession or control and you will maintain insurance against all risks of physical loss or damage to the Artwork(s) in an amount at least equal to the Net Price until ownership of the Artwork(s) passes to the buyer.

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. Anti-Money Laundering and Sanctions: In accordance with applicable anti-money laundering and sanctions legislation we must verify the identity of customers. 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 immediate and ultimate beneficial owner(s). You agree to supply such other information as we may require to meet our obligations under applicable anti-money laundering and sanctions legislation. If you are selling 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 buyer of the Artwork(s), solely for the purposes of the buyer’s compliance with anti-money laundering and sanctions obligations applying to them.

8. Your Representations and Undertakings: You represent to us and the buyer(s) of the Artwork(s) that now and at the date of payment of the amount due to you:
(i) you are the sole legal and beneficial owner of the Artwork(s) with unrestricted right to possession of the Artwork(s), or are properly authorised to sell the Artwork(s) by the sole legal and beneficial owner(s) with unrestricted right to possession;
(ii) you are able to, and shall, transfer to the buyer good and marketable title to, and possession of, the Artwork(s) free from any third party rights or any liens, charges, encumbrances, claims or potential claims;
(iii) you have notified us in writing of any concerns expressed by third parties in relation to the ownership, condition, authenticity, export or import of the Artwork(s);
(iv) you have furnished us with all of the information and documents in your possession or control concerning the Artwork(s) and all such information is accurate to the best of your knowledge;
(v) you are unaware of any matter or allegation which would render the description of the Artwork(s) inaccurate or misleading; (vi) the Artwork(s) has/have been lawfully exported and imported;
(vii) you have not restored, repaired or altered any part of the Artwork(s), nor consented thereto, and to the best of your knowledge, no other party has performed any restoration, repair or alteration;
(viii) you agree that the Artwork(s) will be sold “AS IS” and neither you nor we will make any representations or warranties, whether made orally or in writing, express or implied, and other than those which cannot be excluded by law, with respect to (a) the merchantability, (b) fitness for a particular purpose, (c) correctness of any descriptions and/or images, (d) relevance of the Artwork(s), and (e) with respect to any of the characteristics of the Artwork(s), including (without limitation): age, authenticity, attribution, provenance, origin, condition, importance, size, quality, rarity, value, historical reference or significance, current or future value, medium, material, period, cultural context or source (recorded in the description of the Artwork(s) or elsewhere) which shall be statements of opinion only and not representations of fact. The sale of the Artwork(s) shall not be treated as a sale by description and statements made orally or in writing by us as to the characteristics of the Artwork(s) shall not be treated as terms of the sale;
(ix) if you act as agent or fiduciary of the owner of the Artwork(s) (whether named or un-named), you accept joint and several liability with the owner;
(x) neither you, your principal, nor the beneficial owner of the Artwork(s) is subject to trade sanctions, embargoes or any other restriction on trade in the jurisdiction in which it does business as well as 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”), and is furthermore, not owned, partly owned or controlled by person(s) subject to such Restrictive Measures, and the proceeds of sale of the Artwork(s) will not be transferred to or used by or for the benefit of any person(s) subject to Restrictive Measures;
(xi) the Artwork(s) are not connected with, do not have any link to, nor are derived from any criminal activity, including without limitation tax evasion, money laundering, terrorist activities or other criminal activity, and neither you nor your principal (if any) are under investigation or charged with or convicted of without limitation, tax evasion, money laundering, terrorist activities or other criminal activities;
(xii) there is no civil, criminal, arbitration, administrative or other proceeding or investigation actual or pending against you nor your principal (if any), which would in any way seek to prevent, enjoin, alter or delay any transaction contemplated by these Conditions of Business;
(xiii) none of your representations and warranties in these Conditions of Business neither 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 or omit to state a material fact necessary to make the statements contained herein not misleading; and
(xiv) 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

9. Indemnity: You shall defend and hold us and each of our directors, employees, agents and consultants and the buyer harmless from and against, and fully compensate 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 any (a) breach or alleged breach (whether alleged by us or by a third party) of your representations, obligations and undertakings in these Conditions of Business, (b) any claim by a third party to the Artwork(s) or its/their sale proceeds, and (b) physical loss or damage to the Artwork(s).

10. 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 not exceed the amount of the Commission paid to us. 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. 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.

11. 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.

12. 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 and of the sale of any Artwork(s) confidential except that you and we may disclose such terms to our respective professional advisers. You agree that we shall be under no obligation to disclose to you the identity of the buyer(s) of Artwork(s).

13. Termination: If we are unable to sell the Artwork(s) within six (6) months of you instructing us to do so, unless otherwise agreed, Services will terminate. Upon termination, you agree that we shall continue to have your authority to sell the Artwork(s) under these Conditions of Business to any persons with whom we commenced negotiations prior to termination, such a sale shall be binding on you, and we shall be entitled to the Commission on that sale.

14. Payment and Rescission: You agree that (i) we have no obligation to pay you if the buyer does not pay us, (ii) we do not guarantee that payment will be received from the buyer, (iii) we are under no obligation to investigate, prior to a sale, the ability of the buyer to pay, and (iv) we are under no obligation to sue or collect payment if the buyer does not pay. We may, on notice to you, rescind a sale where we reasonably believe that there is a material breach of your representations or there is merit to a third party adverse claim to the Artwork(s). Within fourteen (14) days of our notice to you, you will return to us any sum paid to you for the relevant Artwork(s), and we will arrange the return of the Artwork(s) to you unless we are unable to do so for a reason beyond our control.

15. 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 10.

16. 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.

17. Miscellaneous Provisions: 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 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.