Terms of Service

Last Updated Date: 25th of February 2023

Arrière-Garde Ltd, a Company registered in the UK with company number 14316133, registered offices located in 128 City Road, London EC1V 2NX, provides a Service for viewing, selling and purchasing original works of art both online (“Online Sales”) and/or through our Customer Service (“Offline Sales”) through consignments of Original Works of Art and Digital/Printable Works of Art and through commercially exploiting digital images of such Works of Art through our website, accessible at www.arriere-garde.co.uk (the “Site”) and www.arrieregarde.co.uk (the “e-platform”) together with any services, software, tools, features or functionality made available by Arrière-Garde Ltd to run its business (each, a “Service” and collectively, the “Services”). Selling service is provided through exclusive artist representation in the United Kingdom through a consignment of works of art selected by Arrière-Garde Ltd (the “Consignment” defined below) and through exclusive selling of the Consignment beyond the territory of the United Kingdom and to buyers reaching the Services from worldwide locations through Arrière-Garde Ltd’s digital platforms together with any services, software, tools, features or functionality used by Arrière-Garde Ltd to run its business.

Please read carefully the following terms and conditions (“Terms”) and our Privacy Policy, which may be found at https://arrieregarde.co.uk/pages/privacy-policy (the “Privacy Policy”). These Terms, the Privacy Policy, and any other policies linked to herein, govern your access to and use of the Services, and constitute a binding legal agreement between you and Arrière-Garde Ltd .

Certain areas of the Services and your access to certain Services may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and the terms and conditions posted or agreed upon through other binding agreement for a specific area of the Services or for access to specific Services, the latter terms and conditions shall take precedence with respect to your use of or access to that area of the Services.

You acknowledge and agree that, by accessing or using the Services or by selling or purchasing a work on or through the Services or by posting any content on the Services, you are indicating that you have read, understand and agree to be bound by these terms, whether or not you have registered with the Services. If you do not agree to these terms and the privacy policy, then you have no right to access or use the Services.

If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Modifications to these Terms

Arrière-Garde Ltd reserves the right, at its sole discretion, to modify, discontinue or terminate the Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Services or provide you with notice of the modification. We will also update the “Last Updated Date”. By continuing to access or use the Services after we have posted a modification on the Services or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services. We encourage you to check back regularly to review these Terms.

Modifications to the Services

(1) We reserve the right to change the URLs, modify or discontinue, and restrict or block access to, the Services without notice to you. We may modify or remove any Original Works of Art (as defined below), Digital Works (as defined below) and Printable Works (as defined below) Arrière-Garde Ltd  “Content” (as defined below) or “Selling Artists Content” (as defined below) from the Services at any time without notice to you. (2) Occasionally, there may be information on the Services that contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any such information on the Services is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information in the Services, except as required by applicable local laws, regulations, or statutes. No specified update or refresh date applied to the Services should be taken to indicate that all information on the Services has been modified or updated.

Eligibility

The Services are intended solely for persons who are 18 or older. Any access to or use of the Services by anyone under 18 is expressly prohibited. By accessing or using the Services you represent and warrant that you are 18 or older.

Privacy

See Arrière-Garde Ltd ’s Privacy Policy at: https://arrieregarde.co.uk/pages/privacy-policy for information and notices concerning Arrière-Garde Ltd ’s collection and use of your personal information.

Purchaser Terms and Conditions

Account Registration

In order to make a purchase through the Services, (other than users who utilize the guest checkout option), you must first create an account (“Account”) by completing our registration process. During the registration process you will be required to provide certain information and you will establish a username and a password. Upon completion of our registration process or by utilizing our guest checkout option you will become a “Member.” (1) You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete, for example if you become VAT registered. (2) Arrière-Garde Ltd reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. (3) You are responsible for safeguarding your password. (3) You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. (4) You will immediately notify Arrière-Garde Ltd of any unauthorized use of your Account.

Purchases of Original Works of Art

As a Member, you may purchase Original Works of Art or Digital Works of Art or Printable Works of Art that are listed by our Artist Roster through the Services. (1) When you purchase such an Original Work of Art or a Digital/Printable Work of Art through the Services, you acknowledge that Arrière-Garde Ltd’s capacity as an agent and intermediary between you and the Artist. (2) Prices for all types of Works of Art will be as specified on the applicable listing. (3) You acknowledge that prices may or may not include shipping and handling charges for orders delivered in the UK territory accordingly to what is indicated at the moment of purchase on the Sites, and that applicable shipping costs, Taxes (defined below) including VAT, if any, will be applied only at checkout point. (4) If you are purchasing from outside the UK, you acknowledge that prices do not include shipping and handling charges, and that applicable shipping costs, Taxes (defined below) including VAT, if any, will be applied to the item’s price stipulated in the listing. A Customer Service advisor will liaise with you with respect to shipping costs. (5) Arrière-Garde Ltd and/or its third-party Service providers will collect your billing and shipping information and process your payment. (6) Certain Original Works of Art (including, but not limited to, oversized works and sculptures) may require additional shipping and handling charges and special arrangements. (7) The Selling Artist identified on the listing of the Original Work of Art may ship the purchased work directly to you, or to Arrière-Garde first then from Arrière-Garde to you at our sole discretion. (8) The terms and conditions of Arrière-Garde’s then-current Return Policy apply to any Original Works of Art that you purchase through the Services. (9) When you purchase Original Works of Art via Online Sales (other than via the Services) such purchases will be subject to the terms and conditions of the applicable Online Sales channels which will be presented to you at the time of purchase. (10) Arrière-Garde and the Selling Artist reserve the right to reject any Order based on erroneous pricing.

Taxes

(1) For shipments in the UK, all prices, costs, commissions, fees and other amounts referred to in these Terms, including any prices, costs, commissions and fees set forth on the Services, are stated in GBP and do not include any sales, use, value added (“VAT”). (2) For shipments outside the UK, all prices, commissions, fees and other amounts referred to in these Terms, including any prices, costs, commissions and fees set forth on the Services, are stated in GBP and do not include any sales, use, value added (“VAT”), goods and Services (“GST”) or similar taxes or withholding taxes or any customs, duties or tariffs that may be assessed by any governmental tax authority or that are otherwise payable under applicable law with respect to the purchases, and sales transactions contemplated hereunder (collectively, “Taxes”).

Order Specifications

All Goods are offered for sale subject to availability and subject to Arrière-Garde Ltd and the Selling Artist’s acceptance of the Order. Arrière-Garde Ltd has a policy of continuous product development with the Selling Artists and Curators we work with and reserves the right to amend the specifications of any of the Goods without prior notice. Additionally: (1) given the bespoke, hand-crafted nature of many of the goods sold on Arrière-Garde Ltd, the exact size of Goods may alter slightly from piece to piece and from the official goods dimensions listed on the Arrière-Garde’s website. (2) You understand and agree that Arrière-Garde Ltd uses commercially reasonable efforts to display the colours of Original Works of Art, Digital Works and Printable Works accurately via the Services. However, because individual computer monitors may display colours differently, Arrière-Garde is not responsible for the colour accuracy of any Original Works of Art, Digital Works or Printable Works displayed on the Services, and disclaims all liability in this regard.

Payments

If you wish to purchase an Original Work of Art or Printed/Digital Work, or any other product or Service via the Services, you may be asked by us or our designee (Customer Service) to supply certain information relevant to your purchase, including, without limitation, credit card number, expiration date, billing address, VAT ID, and shipping information. (1) You represent and warrant that you have the legal right to use any credit card(s) or other payment means used by you or through your account for any such purchase. (2) You acknowledge that any such information will be treated by us in accordance with our Privacy Policy. (3) You grant us the right to provide such information to third parties in order to facilitate the completion of transactions initiated by you or on your behalf through the Services. Verification of information may be required prior to acceptance of any order through the Services.

Returns

The Member shall have the right to return a purchase within fourteen (14) days of Receipt for an exchange or refund at his/her preference if the item is defective or for any other reason provided if they do the following: (1) Email info@arriere-garde.co.uk  within fourteen days of Receipt stating: (a) Your Invoice Number (b) Artwork title (c) Reason for return and (d) Request for exchange or refund; (2) Return the Goods to Arrière-Garde Ltd in the condition it arrived in, via the instructions that Arrière-Garde sends following your email; (3) All Goods must be returned in their original packaging (which the buyer/Member should retain for the purpose), must be in an unused condition, including all accompanying certificates received with the order. (4) Return requests received outside the stated return period will not be accepted. (5) Customers are fully responsible for return shipping costs unless otherwise stated. (6) Refunds will be processed back to the original form of payment once the Selling Artist receives the artwork. (7)  All refunds will be subject to the exchange rate at the time of processing, and funds will be remitted in GBP. (8) Reduced items, Special Collection, Limited Edition, framed/matted artworks, Open Edition artworks, and eGift Cards are FINAL SALE and not eligible for returns. (9) Returns will not be accepted for any artwork that has been stretched, cropped, or altered in any capacity after purchase. (10) Arrière-Garde Ltd will not be held liable for any damage to any Goods caused anytime after Receipt of the Order. (11) Arrière-Garde will not be able to accept any returns of Goods that have been damaged after Receipt. (12) For Goods shipped to a different country from the origin country for such Goods, Arrière-Garde may offer only a partial refund subject to shipping (both outbound and return) and handling costs.

Order Cancellations

(1) Members may request to cancel an Order within twenty-four (24) hours of placing the Order by emailing info@arriere-garde.co.uk . (2) Arrière-Garde Ltd will, at its discretion (pending shipping and whether the order has already been processed) either elect to refund the Member immediately, or inform the Member to follow the normal returns policy. (3) Arrière-Garde reserves the right to cancel any order for an Original Work of Art or a Digital/Printable work of Art placed via the Services if Arrière-Garde determines, in its reasonable discretion, that the item is mispriced, out of stock, discontinued, or otherwise unavailable at the price listed via the Services. (4) If Arrière-Garde cancels an order placed via the Services, Arrière-Garde will send you an email confirmation of such cancellation and you will be either refunded, or whenever appliable, not be charged for your order.

Discounts and Promotions

(1) Any discounts or promotions are offered subject to availability and may be terminated or amended at any time by Arrière-Garde Ltd. (2) Arrière-Garde and the Selling Artist reserve the right to reject any Order based on discounts, or promotions. (3) Unless otherwise agreed by Arrière-Garde, any discounts or promotions are not cumulative, and no more than one discount or promotion shall be used on the same Order.

Selling Artists Terms and Conditions

Registration for Listing on the Services

To sell your Original Works of art or Digital/Printable Works of Art through the Services you must submit your portfolio and CV to Arrière-Garde Ltd at info@arriere-garde.co.uk . Access to Arrière-Garde’s service is through a selection process only, and you acknowledge that : (1) you must be shortlisted in order for your works to be listed in the Services; (2) Selling Service is provided through exclusive artist representation (the “Exclusive Representation”) in the United Kingdom through a consignment of works of art selected by Arrière-Garde Ltd (the “Consignment”) and through exclusive selling of the Consignment (the “Exclusive Consignment Sales”) beyond the territory of the United Kingdom and to buyers reaching the Services from worldwide locations through Arrière-Garde Ltd’s digital platforms together with any services, software, tools, features or functionality used by Arrière-Garde Ltd to run its business; (3) only if you are provided with a “Representation and Consignment Terms”, you become a “Selling Artist” in the Services.

Online Sales and Offline Sales

Once the Representation and Consigned Terms have been agreed between Arrière-Garde Ltd and you, Arrière-Garde will sell your Original Works of Art and Digital/Printable Works of Art either through the Services, and you hereby grant Arrière-Garde Ltd a worldwide, transferable, nonexclusive, right to: (1) use, reproduce, modify, distribute, publicly perform and publicly display images of the Original Work of Art to third parties via Online Sales and through other offline channels; and; (2) access, view, use, crop, resize, copy, distribute, publicly display, publicly perform, transmit and broadcast images of the Original Works of Art and of the Digital/Printable Works of Art in any form, medium or technology now known or later developed for the purpose of promoting Arrière-Garde Ltd and the Services. (3) You acknowledge and agree that the foregoing rights are granted on a royalty-free basis and that your sole compensation for the grant of such rights, if any, will be in the form of the Artist Revenue Share (defined in the “Representation and Consignment Terms”), which is payable only upon the sale of an Original Work of Art or via the Online Sales channel and Offline Sales channels. If any Original Work of Art are sold via a third-party website, the terms and conditions of the third-party website will apply to the purchase in question by the applicable purchaser via the third-party website. However, as between you and Arrière-Garde Ltd, these Terms will apply to the sale of such Original Work of Art and Digital/Printable Work of Art.

Responsibility for Works of Art

You acknowledge and agree that you are solely responsible for all Original Works of Art and Digital Works that you make available to buyers/Members through the Services. Accordingly, you represent and warrant that: (1) as to Original Works of Art that you make available through the Services, you are the creator of all such Original Works of Art and you are the sole and exclusive owner of all such Original Works of Art; (2) as to Digital and Printable Works of Art that you make available through the Services, you are either the sole and exclusive owner of all such Digital Works of Art or Printable Work of Art, or you have all rights, licenses, consents and releases that are necessary to grant to Arrière-Garde Ltd the right to sell such Digital works of Art and to print and sell Printable Works of Art contemplated under these Terms; and (4) neither the Original Works of Art nor Digital/Printable Works of Art that you make available through the Services nor Arrière-Garde’s use and commercial exploitation of digital images of works of art as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, intellectual property rights or other third-party rights, or result in the violation of any applicable law or regulation.

Consignment

The Services are applied to a consignment (the “Consignment”), of which artist revenue (the “Artist Revenue”), and our art packing coverage to you (the “Packing Coverage”), destined to cover your packing costs for shipment have been agreed between the parts through binding agreement (“Representation and Consignment Terms”) prior to the commencement of the Services.

Amendments to the Consignment and its Specifications

The listings in the Consignment and the Artist Revenue for each listing, may solely be amended or modified by a written instrument executed by both the Selling Artist and Arrière-Garde Ltd. (1) If you wish to revise the Consignment list requesting Arrière-Garde Ltd to take Work of Art or a Digital/Printable Work of Art down the Offline Sales and Online Sales platforms, you can do so by emailing us at info@arriere-garde.co.uk and you acknowledge and agree that the removal of any of the listings in the consignment is subject to Arrière-Garde Ltd’s consent  and that, if granted by us, the revision will take place and therefore the listing will be removed three months after a resolution with Arrière-Garde Ltd has been agreed.

Shipping, Packaging and Handling

(1) Arrière-Garde Ltd is responsible for arrangement of shipping. We will arrange the shipping with one of our preferred shippers and liaise with you to plan the collection of packed items for shipping. (2) You are responsible for packaging, labelling, and coordinating pickup or drop-off with our preferred shippers and couriers. (3) You must strictly follow the packaging guidelines supplied by Arrière-Garde to you through our comprehensive Packaging Handbook. (3) You are required to deliver the artwork in the same condition and materials as described in the artwork description online or as discussed and agreed upon with Arrière-Garde’s advisory team. (4) Certificate of Authenticity: You are required to add to the parcel a signed certificate of authenticity and we will provide you with a template for the creation of a branded certificate of authenticity for you to fill-up and print out for signing.

Billing

Arrière-Garde Ltd and/or its third-party service providers will be responsible for collecting billing and shipping information, as applicable, from the purchaser and for processing payments for such purchases via the Services. You acknowledge that (1) Arrière-Garde will remit applicable payments relating to such sales as agreed upon between Arrière-Garde and you; (2) for purchases made via third-party websites (ex.: Artsy and 221.Luxury), the partner will be responsible for collecting billing and shipping information as applicable from the purchaser and for processing payments, and will remit applicable payments relating to such sales as agreed upon between Arrière-Garde and the third-party website, as well as the partner will share related shipping information, including the contact details of the purchaser where necessary with Arrière-Garde; (3) Arrière-Garde or the purchasing Member will be fully responsible for the cost of shipping, unless you have neglected to follow the packing guidelines supplied to you by Arrière-Garde and your poor packing solution has caused the shipped item to arrive damaged as a consequence of your gross negligence. (4) You agree to ship the purchased Original Work of Art to the purchaser within seven (7) days following the date of purchase (the “Shipping Period”). If you do not ship the purchased Original Work of Art to the purchaser prior to the expiration of the Shipping Period, then the sale may be cancelled. (5) You are responsible for providing accurate shipping weight, shipping dimensions and shipping address to Arrière-Garde Ltd. If actual shipping weight, shipping dimensions and shipping origination information at the time of shipment varies from the information provided by you, Arrière-Garde (after providing documentation) reserves the right to deduct the resulting increased shipping costs from your Artist Revenue Share.

Payments

You agree to provide Arrière-Garde Ltd with accurate, current and complete information about your payment’s details and payments options and to update such information to keep it accurate, current and complete, for example if you become VAT/tax registered. You are required to (1) provide Arrière-Garde with a copy of a government-issued ID, tax identification, VAT ID, or similar documentation and information, unless you are tax exempted; (2) acknowledge that Arrière-Garde reserves the right to promote and market Original Works of Art and/or Digital/Printable Works of Art through the use of sales and/or discounts between 5% to 15%. The sale or discount amount will apply to the Artist Revenue Share of Original Works of Art and Digital/Printable Works of Art set out in the Consignment.

Taxation

You acknowledge that (1) each party will be responsible for complying with any and all obligations imposed on it under applicable national law with respect to import and export of art goods and the collection and payment of any Taxes including VAT; (2) each party will cooperate with the other party, and furnish the other party with any customary written documentation or forms required under applicable law to enable the other party to comply with such obligations or to exercise any rights available under applicable law to minimize or to qualify for an exemption from any such obligations; (3) all EU artists who are VAT (Value Added Tax) registered are asked to submit their VAT number to Arrière-Garde Ltd. All UK artists who are VAT (Value Added Tax) registered are asked to submit their VAT number to Arrière-Garde Ltd; (4) all Overseas (i.e.: American, Latin American etc.) artists who are VAT (Value Added Tax) registered are asked to submit their VAT number to Arrière-Garde Ltd; (5) if you are not VAT registered and do not plan to register no action is required. You must inform Arrière-Garde if you are VAT exempt.

Terms for both Purchasers and Selling Artists

Transaction Restrictions

Selling Artists who have agreed to a Consignment of Original Works of Art or Digital/Printable Works of Art with Arrière-Garde Ltd to be listed through the Services and have been directly contacted thanks to the Services by a Member with respect to purchasing either of the foregoing, or a similar work or custom piece related to a listed work of art, may not sell such Original Work of Art or Digital/Printable Work to such Member independent of Arrière-Garde Ltd and the Services. Similarly, if you are a Member and desire to purchase an Original Work of Art or Digital/Printed Work for which one of Arrière-Garde’s Selling Artists submitted a listing, or a similar work or custom piece related to any type of listed work of art, you may not purchase such Original Work of Art or Digital/Printable Work from such Selling Artist independent of the Arrière-Garde Ltd and the Services. Violation of this provision may result in the termination of your Member’s Account, of the Artist’s representation and the removal of all listings related to the Consignment, in addition to any other remedies available to Arrière-Garde Ltd including, without limitation, injunctive or other appropriate relief.

Arrière-Garde Ltd Content

Arrière-Garde Ltd may also make available through the Services text, graphics, audio, video and images of works of art listed in the Consignment and virtual renderings of such list of works of art as virtual exhibitions in the Metaverse (collectively, “Arrière-Garde Ltd Content”), some of which is owned by Arrière-Garde Ltd (“Arrière-Garde Ltd-owned Content”). (1) Arrière-Garde Ltd authorizes you to download, view and print Arrière-Garde Ltd-owned Content solely for your personal use in visiting the Services and in connection with exercising the rights granted to you under these Terms. (2) For Arrière-Garde Ltd-owned Content, the scope of your rights thereto will be solely as set forth in the applicable license agreement that governs the use of such content, as identified on the Services where such content appears. (3) Nothing in these Terms is intended to modify, restrict or limit the scope of your rights as to such Arrière-Garde Ltd-owned Content. (4) No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Arrière-Garde Ltd or its licensors, except for the licenses and rights expressly granted in these Terms. (5) Arrière-Garde Ltd reserves the right, at any time and without prior notice, to remove content, listings for Original Works of Art or Digital/Printable Works of Art from Arrière-Garde Ltd-owned Content or any other text, graphics, images, software, music, audio, video, information or other content or material that Arrière-Garde Ltd, at its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Services.

Additional Terms and Conditions

Arrière-Garde Ltd’s Intellectual Property

The Services and Arrière-Garde Ltd Content are protected by copyright, trademark and other laws of the United Kingdom and foreign countries. Except as expressly provided in these Terms, Arrière-Garde Ltd exclusively owns all right, title and interest in and to the Services and to Arrière-Garde Ltd-owned Content, including all associated intellectual property rights.

Copyright Policy

Arrière-Garde Ltd respects copyright law and expects you to do the same. It is Arrière-Garde Ltd’s policy to terminate in appropriate circumstances the Services if you are believed to be repeatedly infringing the rights of copyright holders.

Links

The Services may contain links to third-party websites or resources. You acknowledge and agree that Arrière-Garde Ltd is not responsible or liable for: (1) the availability or accuracy of such websites or resources; (2) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Arrière-Garde Ltd of such websites or resources or the content, products, or services available from such websites or resources.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Arrière-Garde Ltd used herein are trademarks or registered trademarks of Arrière-Garde Ltd or its licensors. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Changes

We reserve the right, with or without prior notice, to: change descriptions or references to artworks, products, subscriptions, software or Services; limit the available quantity of any artworks, products, subscriptions, software, or Services; honour, or refuse to honour, any coupon, coupon code, promotional code or other similar promotions; and/or refuse to provide any user of the Services with any products, subscriptions, software or Services. We may modify any points, rewards, or the terms that govern their usage, at our sole discretion, and such modifications may make the points or rewards more or less common, valuable, effective, or functional.

Fees

Arrière-Garde Ltd  reserves the right at any time to charge fees for access to the Services, or any portion thereof. However, in no event will you be charged for access to the Services unless we obtain your prior agreement to pay such charges. You may cancel your Account at any time. You agree to pay all charges that may be incurred by you or on your behalf through the Services, at the price(s) in effect when such charges are incurred. In addition, you remain responsible for any and all Taxes including VAT that may be applicable to your purchase(s), and you agree that such Taxes including VAT, if any, are not our responsibility.

Disclaimers

The services, Arrière-Garde Ltd content and Selling Artists content are provided “as is”, without warranty of any kind, either express or implied. (1) Without limiting the foregoing, Arrière-Garde explicitly disclaims any warranties of merchantability, fitness for a particular purpose or non-infringement, and any warranties arising out of course of dealing or usage of trade. Arrière-Garde makes no warranty that the Sites, Services, Arrière-Garde content or Selling Artist content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Arrière-Garde ltd makes no warranty regarding the quality of any works, services, content or products purchased or obtained through the Services or the accuracy, timeliness, truthfulness, completeness or reliability of any content obtained through the Sites or Services. (2) No advice or information, whether oral or written, obtained from Arrière-Garde ltd or through the Sites or Services, will create any warranty not expressly made herein. no action should be taken or purchase made based upon any of the information contained in the Services. (3) You should seek independent advice from a professional and/or a person who is knowledgeable in the applicable area before acting upon any opinion, advice, or information contained in the Services. (4) Arrière-Garde does not screen or inquire into the background of Members, Selling Artists or other users of the Services, nor does Arrière-Garde make any attempt to verify the statements of any Members, Selling Artists or users of the services. (5) Arrière-Garde ltd makes no representations or warranties as to the conduct of users of the services. (6) You agree to take reasonable precautions in any direct communications with Selling Artists and Members resulting from your use of the Services and independently from Arrière-Garde and its Services, particularly if you decide to meet offline or in person.

Indemnity

You agree to defend, indemnify, and hold Arrière-Garde Ltd , its Officers, Directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services, Arrière-Garde Ltd Content or Selling Artists Content, or your violation of these Terms.

Limitation of Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Services, Arrière-Garde Ltd Content, and/or Selling Artists Content and remains with you. (1) Neither Arrière-Garde Ltd  nor any other party involved in creating, producing, or delivering the Services and/or Arrière-Garde Ltd Content will be liable for (1.1) any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, Service interruption, computer damage or system failure or the cost of substitute products or Services; or (1.2) for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms or from the use of or inability to use the Services, Arrière-Garde Ltd Content, and/or Selling Artists Content, or (1.3) errors, mistakes, or inaccuracies of content; or for (1.4) any unauthorised access to or use of our secure servers and/or any and all personal information stored therein; or for (1.5) any interruption or cessation of transmission to or from the website; or for (1.6) any bugs, viruses, trojan horses, or the like which may be transmitted to our through our website by any third party; and /or for (1.7) any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the websites; or (1.8) from any communications, interactions or meetings with other users of the Services or other persons with whom you communicate or interact as a result of your use of the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Arrière-Garde Ltd  has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. (3) In no event will Arrière-Garde’s aggregate liability arising out of or in connection with these Terms or from the use of or inability to use the Services and/or Arrière-Garde Ltd  exceed: (3.1.) if you are a Selling Artist who has sold Original Works of Art and/or Digital/Printable Works of Art and has received any Artist Revenue Share from Arrière-Garde Ltd  from the sale of artworks, the total payments made or credited to you by Arrière-Garde Ltd  for the sale of your Original Works of Art during the three (3) month period preceding the date a claim for liability arises under these Terms; and (3.2) if you are a Member who has purchased Original Works of Art or Digital/Printable Artworks, the total payments that you made to Arrière-Garde Ltd for the Original Works of Art and/or Digital/Printable Artworks that are the subject of a claim. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Arrière-Garde Ltd and you. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. (4) The Websites are controlled and offered by Arrière-Garde from its facilities in the United Kingdom. Arrière-Garde makes no representations that the Websites are appropriate or available for use in other locations. Those who access or use the Websites from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Termination

If you breach any of these Terms, Arrière-Garde Ltd will have the right to suspend or terminate these Terms, at its sole discretion and without prior notice to you. Arrière-Garde Ltd reserves the right to revoke the Services and Arrière-Garde Ltd-owned Content at any time, with or without cause. In the event Arrière-Garde Ltd terminates these Terms for your breach, you will remain liable for any amounts due hereunder.

Resolution of Dispute

Governing Law and Jurisdiction

This Agreement will be construed in accordance with and governed by the laws of England without regard to conflict of law provisions. You and we expressly agree that any claim or dispute must be resolved exclusively by a court or located in England, except as described in the Agreement to Arbitrate below or as otherwise mutually agreed by the parties.

Informal Resolution

It is our goal that the Services meet your expectations and provide excellent service. However, there may be instances when you feel that we have made a mistake or left you disappointed in some way. In those instances, we are committed to working with you to reach a reasonable resolution that satisfies you; therefore: (1) We want to know about and understand your concern and for any problem or dispute that you may have with us, you acknowledge and agree that you will, as an initial matter, email us at info@arriere-garde.co.uk to describe to us the nature of your complaint or dissatisfaction. (2) If you request  Arrière-Garde Ltd to remove an Original Work of Art or a Digital/Printable Work of Art from the Services and the resolution is at your favour, you acknowledge and agree that the Agent’s right to commercially exploit digital images of works of art through our website accessible at www.arriere-garde.co.uk and our e-commerce platform accessible at www.arrieregarde.co.uk and through any services, software, tools, features or functionality used by the Agent to supply the Services, such social media platforms and the sales facilities supplied by such social media platforms we adopt to run our business will terminate as of the date the listing is removed. (3) This except that such right will survive and remain in effect for as long as necessary for Arrière-Garde Ltd and its third-party services to fulfil any in-progress orders accepted by Arrière-Garde Ltd or its third-party services or its Online Sales partners via third party websites and its Offline Sales partners prior to or as of the effective date of termination. (3) If for some reason your problem or dispute is not resolved satisfactorily within thirty (30) days after our receipt of your written description of it, you agree to the further dispute resolution provisions below. To the extent permitted by applicable law, the informal resolution process described in this paragraph is a precondition to pursuing any other process, so please do not forget to contact us first.

Mutual Agreement to Arbitrate

You and Arrière-Garde Ltd agree that, except as expressly set forth below, the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of your use of the Services and these Terms or to any products or Services sold or distributed through the Services, will be final and binding arbitration, except to the extent that either party has, in any manner, infringed upon or violated, or threatened to infringe upon or violate, the rights of either party or any third party’s patent, copyright, trademark, trade secret, privacy or publicity rights or is seeking to vindicate public rights, in which case both sides acknowledge that arbitration is not an adequate remedy and that injunctive or other appropriate relief may be sought by either party and/or the applicable third party(ies) on an individual basis in a court located in England. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered address. (1) Means and Fees: In the interest of efficiency and fairness, you and we agree that the arbitration proceeding will be based solely on written submissions, unless the arbitrator deems an oral hearing strictly necessary. Should the arbitrator deem an oral hearing to be necessary, such hearing will be conducted via telephone or other electronic or technical means, or if that’s not possible, in person in the jurisdiction where you reside or at another mutually agreed upon location. The language of the arbitration will be English or, for users who reside outside of the UK, the official language of your jurisdiction. The arbitrator’s award will be final and binding, and judgment may be entered upon it by any court having jurisdiction thereof. Each party will have the right to use legal counsel in connection with arbitration at its own expense. If you initiate arbitration, we will reimburse you for filing, administration and arbitrator fees for claims totalling less than GBP 2,500, unless the arbitrator determines the claims are frivolous. We are not responsible for reimbursing you for costs incurred by you for legal counsel, travel or other out-of-pocket costs or expenses. We will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. (2) Right to Opt-Out: You have a right to opt-out of this agreement to arbitrate by sending an email to info@arriere-garde.co.uk or by mailing us, postage prepaid, to Arrière-Garde Ltd , 128 City Road, London EC1V 2NX. Such opt-out must be given within the earlier of thirty (30) days of approving your first purchase of products on the Services or our first upload of your artwork(s) to the Services or if we make any changes to this Agreement to Arbitrate which alter your rights, within thirty (30) days after the effective date of such revision to this Agreement to Arbitrate. Any opt-out received after such deadline will be ineffective and this Agreement to Arbitrate will remain in full force and effect, except as expressly provided above. If you opt-out of this Agreement to Arbitrate, we also will not be bound by the terms of this Agreement to Arbitrate. (3) Class Action Waiver: To the fullest extent permitted by applicable law, no arbitration or other claim under these terms will be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former user of the services, and no class, collective, and/or representative arbitration proceedings will be permitted. if this class action waiver is deemed unenforceable with respect to any claim otherwise subject to arbitration, then that claim will not proceed in arbitration but rather will be resolved in a court of competent jurisdiction. If that occurs, however, this Agreement to Arbitrate and this Class Action Waiver still will be fully enforceable as to all other claims, which must be resolved in arbitration on an individual basis. (4) Waiver of Trial by Judge or Jury: You and we agree and understand that by using arbitration to resolve disputes you and we are giving up any right that you or we may have to a judge or jury trial with regard to all claims subject to this agreement to arbitrate. You and we further agree that any claim heard in a court of competent jurisdiction will be heard by a judge instead of a jury, except where a jury trial waiver is not permissible under applicable law.

Limitation of Actions

You and we agree that regardless of any statute or law to the contrary, any claim of cause of action arising from or relating to use of the Services, or these Terms must be filed within one (1) year after such claim or cause of action arose, or will be forever barred.

Ability to Accept Terms & Conditions

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to abide by and comply with these Terms and Conditions. The Website is not intended for children under 13. If you are under 13 years of age, then please do not use the Website.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Arrière-Garde Ltd and you regarding the Services and these Terms supersede and replace any and all prior oral or written understandings or agreements between Arrière-Garde Ltd and you regarding the Services with exclusion of the Representation and Consignment Terms only, which shall take precedence with respects to Selling Artists’ use or access to the Services.

Notices

Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Arrière-Garde Ltd via email (in each case to the address that you provide) or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Arrière-Garde Ltd ’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Arrière-Garde Ltd  may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms, will be in writing and given: (1) by Arrière-Garde Ltd via email (in each case to the address that you provide) or; (2) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

General

No failure or delay by Arrière-Garde Ltd in exercising any power, right or privilege provided in these Terms will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of another right, power or privilege provided by the Terms. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Arrière-Garde Ltd. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Purchasers, Members and Selling Artists will be liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Arrière-Garde in enforcing this agreement as a result of any default of this Agreement by Purchasers, Members and Selling Artists.

Contacting Arrière-Garde Ltd

If you have any questions about these Terms, please contact Arrière-Garde Ltd at: info@arriere-garde.co.uk  

 

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