Terms & Conditions – March 2023

1. Applicability

The client entrusts the private limited company « ARTTS », with registered office at Quai Paul Verlaine 10, 6000 Charleroi, and registered in the Banque carrefour des entreprises  under number 0775.360.392 (hereinafter the ‘Company’), for drafting authenticity certificates of works of art.

To this end, the client undertakes to provide the information requested, which will enable the Company to issue the authenticity certificates.

2. Order

The precise object of the Company’s mission is defined in an order form.

The Company reserves the right to refuse any order for any reason whatsoever.

The signing of the order form by the client implies the explicit and unconditional acceptance of these general terms and conditions, notwithstanding any stipulations to the contrary appearing on any document or correspondence emanating from the client, except in the case of formal and written acceptance by SRL ARTTS or one of its authorised representatives.

This order form and these terms and conditions together constitute the entire agreement reached between the parties with respect to the object described and replaces and supersedes any prior agreement, correspondence or writing by either party.

No document, agreement, statement or clause may give rise to obligations binding on the Company unless it has been the subject of a separate amendment or agreement signed by the client and the Company or one of its authorised representatives.

3. Price

Only the prices stated on the order form are binding on the Company.

Prices will only be definitively fixed on the day the order form is signed by the client.

Any modification or additional work requested by the client without an additional order form will give rise to a review of the agreed price.

4. Execution time

The duration of the services is that specified in the order form.

It shall apply from the date on which the order form is signed.

The execution times stipulated in the order form are maintained as far as possible, but they do not constitute an essential clause in the relationship between the parties.

Any change to this duration must be the subject of a new amendment to the order form.

A delay in execution may not be invoked by the client to claim damages or assert any other claim, unless otherwise expressly agreed in writing by the Company.

5. Delivery of the certificate

As soon as the certificate ordered is available, it is made accessible to the client, who is notified by e-mail or by any other means agreed when the order was placed.

The order is considered delivered when the certificate is handed over to the client.

6. Claims

Receipt of the order by the client implies unreserved acceptance of its validity.

Complaints or disputes must be sent by e-mail within 7 days, stating the reasons, subject to penalty of forfeiture.

7. Invoicing – payment – delay in payment terms

The invoices issued by the Company are payable, at the latest before the due date mentioned on the front of these invoices, at the registered office of the Company to the bank account opened in its name.

In the event of a delay in payment, the Company reserves the right to suspend its services and to resume them once the payment has been cleared. In the event of non-payment on the due date, the invoices shall automatically and without formal notice of default bear interest at a rate of 12% interest a year.

In addition, they will be increased automatically and without notice of default with 15 % by way of flat-rate indemnity.

The indemnity shall never be less than € 50,00.

Failure to pay, or late payment of, all or part of an invoice will, moreover, automatically and without notice of default, result in all other invoices due and payable.

The Company reserves the right to refuse any subsequent order or to make acceptance subject to the provision of sufficient guarantees.

8. Modification or cancellation of the order

By signing the order form, the customer places a definitive and irrevocable order.

No order may be cancelled or modified without the prior written agreement of the Company and subject to compensation by the customer for all resulting costs.

Unless otherwise agreed in writing by the Company, in the event of cancellation of an order by the client, the Company may either demand full payment for the cancelled services if they have been carried out in part or in full, or payment of compensation equal to at least [30%] of the cancelled services if they have not yet begun.

Furthermore, if the order has given rise to the payment of a deposit, the amount of which is stated on the order form, the deposit will not be reimbursed, whatever the reason for cancellation.

9. Dissolution

The mission may be dissolved by either party with immediate effect, automatically and without the intervention of a judge, in the event of wrongful breach by one of the parties of any of the contractual obligations within 15 days following an unfruitful formal notice, specifying the alleged breach as well as the intention to dissolve the contractual relationship if the breach is not resolved.

In the event of dissolution notified by the client, the latter shall owe the Company compensation equivalent to the remaining balance of the value of the total order, without prejudice to the right to claim compensation for greater loss.

10. Intellectual property rights

The client is solely responsible for the content transmitted concerning the work of art for which he/she requests the Company to draw up a certificate.

In particular, the client is responsible for obtaining any authorisations and paying any royalties for the texts, photos, illustrations and, in general, any work used, and guarantees the Company against any claims by third parties and/or condemnation in principal, interest and costs.

11. Liability

The Company undertakes to carry out its mission as defined in the order form within the limits of its resources and in accordance with good practice.

The client undertakes to cooperate with the Company throughout the execution of the mission in order to promote and improve the quality of the services as described in the order form.

The responsibility of the Company is limited to the foreseeable, personal and certain damage resulting from its fraud or serious breach, up to the amount agreed between the parties for the execution of the order. The Company can never be held liable for indirect damages suffered by the client such as additional expenses, loss of business, loss of contracts, loss of data, financial or commercial loss, loss of profit or turnover, increase in general costs, etc., or any other damage of this kind, caused by the execution of the order.

The Company acts as an independent service provider towards the client and is only liable for the acts of its employees and not for the acts of third parties or the client.

12. Force majeure

If, as a result of force majeure, the Company has to suspend the execution of the mission, the execution of the agreement will be suspended for the time it is unable to carry out the mission.

Force majeure refers to all events beyond the Company’s control, unforeseeable and unavoidable, of whatever nature, such as, in particular, natural disasters, bad weather, pandemics, fires, strikes, sabotage, acts or regulations issued by the administrative or judicial authorities, which have the effect of making execution of the contract impossible.

13. Exception circumstances

In the event of the occurrence of exceptional circumstances, beyond the control of the parties, unforeseeable at the time of the conclusion of the present contract and which would be of such a nature as to profoundly alter the economy of the present contract harming one of the parties, by excessively increasing its contractual obligations, the parties will seek in equity the modifications to be made to the present contract in order to re-establish the balance of their mutual services, whilst safeguarding their respective interests.

14. Confidentiality

The Company and the client undertake to keep confidential all information and documents concerning the other party, the artists and the works of art, of any nature whatsoever, including financial, technical, social or commercial, which may have come to their attention during the execution of the mission.

15. Nullity

Should any of the provisions of these general terms and conditions be declared null and void, such nullity shall not affect the remaining provisions of these general terms and conditions.

The nullity of a clause is limited to that clause, it being understood, however, that a valid provision whose economy would correspond or be as close as possible to the effect of the null and void or ineffective provision will be substituted for it after negotiation in good faith between the parties.

16. Processing of personal data

The purpose of this article is to inform clients about how client data is collected and processed by the Company (hereinafter referred to as the ‘Data controller’) in accordance with the Act of 8 December 1992 on the protection of privacy in relation to the processing of personal data and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

All personal data collected from the client (personal identification data such as name, first name, e-mail address, place of residence, etc.; professional data such as company name, registered office, VAT number, telephone number, professional e-mail address, job title, position, representative’s name, human resources data, etc.; financial identification data such as bank card number, credit card number, etc.), shall be managed and used exclusively by the Company in the context of the execution of the mission.

These data will not be communicated to third parties or used for commercial purposes without the express prior consent of the client. The Data controller shall keep personal data only for as long as is reasonably necessary for the purposes for which they are to be used and in accordance with legal and regulatory requirements.

By means of a written, dated and signed request to the Data controller at the following address Quai Paul Verlaine 10, 6000 Charleroi, or at the following e-mail address hello@artts.io, the client, once having proved his identity (by attaching a copy of his identity card), has the right to access, restriction of processing, rectification, deletion, portability, objection to processing and the right to be forgotten of the data concerning him.

17. Applicable law and competent court

The contractual relations between the parties to which these general terms and conditions apply are governed exclusively by Belgian law.

All disputes arising out of or connection to this cooperation, including questions regarding its existence, validity or termination, will be resolved by the French-speaking courts of Brussels, unless the Company, acting as plaintiff, prefers to bring the action before any other competent court.