By clicking and\/or accepting the terms set out at www.interrupted.art, the relevant party (each, a \u201cMember\u201d) shall be deemed to irrevocably and unconditionally acknowledge and agree to the terms and conditions set out herein between themselves as Member and
Interrupted.Art Limited with company number 13762484 and registered address at 4 Lodge Avenue SW14 8PQ (\u201cInterrupted Art\u201d, \u201cIA\u201d, \u201cus\u201d or \u201cwe\u201d) (where IA and the Member shall be collectively referred to as the \u201cParties\u201d) (the \u201cTerms and Conditions\u201d).<\/p>\r\n\r\n\r\n\r\n
1. Definitions and interpretation<\/strong><\/p>\r\n\r\n\r\n\r\n 1.1 <\/strong> For the purposes of these Terms and Conditions:<\/p>\r\n\r\n\r\n\r\n \u201cArtist<\/strong>\u201d means any individual who owns, creates or otherwise provides any piece(s) of Art Work to IA or any IA Representative for the purposes of making available to any Member on loan pursuant to these Terms and Conditions.<\/p>\r\n\r\n\r\n\r\n \u201cArt Work(s)<\/strong>\u201d means any piece(s) of art on loan to the Member pursuant to these Terms and Conditions.<\/p>\r\n\r\n\r\n\r\n \u201cBusiness Days<\/strong>\u201d means any day (other than a Saturday or Sunday or a public holiday) in the United Kingdom.<\/p>\r\n\r\n\r\n\r\n \u201cCollection Date<\/strong>\u201d means the date falling on or around ten (10) weeks following the Delivery Date where such date shall be agreed between the Member and IA for collection of any Art Work(s) in accordance with these Terms and Conditions.<\/p>\r\n\r\n\r\n\r\n \u201cDelivery Date<\/strong>\u201d means the delivery of any Art Work(s) to the Member at a time and date to be mutually agreed between IA and the Member pursuant to these Terms and Conditions.<\/p>\r\n\r\n\r\n\r\n \u201cLoan Commencement Date<\/strong>\u201d means the first date of the Loan Period.<\/p>\r\n\r\n\r\n\r\n \u201cLoan Period<\/strong>\u201d means each 10 week period for which any Art Work(s) shall be made available to a Member for viewing pursuant to these Terms and Conditions.<\/p>\r\n\r\n\r\n\r\n \u201cMembership Fee<\/strong>\u201d means a fee in an amount equal to \u00a366 for Independent Collectors or \u00a389 for Curated Collectors payable in freely transferable funds by the Member to those account details which may be notified by IA to the Member at the start of the Membership term. The Membership Fee should be transferred to IA monthly (or as IA may otherwise direct).<\/p>\r\n<\/div>\r\n<\/div>\r\n<\/div><\/div>\r\n\r\n\r\n\r\n 2. <\/strong> Background<\/strong><\/p>\r\n\r\n\r\n\r\n The Parties have agreed to enter into these Terms and Conditions to set out the terms of membership between IA and the Member pursuant to which certain Art Work(s) shall be placed on display in the private residences of Members and the potential sale of such Art Work(s) to Members in accordance with these Terms and Conditions.<\/p>\r\n<\/div>\r\n<\/div>\r\n<\/div><\/div>\r\n\r\n\r\n\r\n 3.<\/strong> Membership Fee<\/strong><\/p>\r\n\r\n\r\n\r\n 3.1<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n As consideration for your admission to the membership of Interrupted Art, the Member shall transfer the Membership Fee to IA monthly (or as IA may otherwise direct).<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 3.2<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n Membership is granted at the sole discretion of Interrupted Art and may be revoked in its sole discretion (acting reasonably) at any time.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 3.3<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n Any failure to transfer the Membership Fee in accordance with the terms of this Clause 3 risks the removal of any Art Work(s) on loan with the Member and\/or immediate termination of their membership.<\/p>\r\n<\/div>\r\n<\/div>\r\n<\/div><\/div>\r\n\r\n\r\n\r\n 4. Delivery and collection of Art Work(s)<\/strong><\/p>\r\n\r\n\r\n\r\n 4.1<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n The Member hereby agrees to accept delivery of the relevant Art Work(s) on each Delivery Date to the registered address of the Member set out in these Terms and Conditions.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 4.2<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n The Member shall ensure that an appropriate and accessible space shall be made available for the display of the Art Work(s) in the Member\u2019s registered address in accordance with any stipulations which may be outlined to them by Interrupted Art on or prior to the Delivery Date.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 4.3<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n IA reserves the right to withdraw the Art Work(s) from a Member\u2019s domicile at any time (including, without limitation), if IA or any IA Representative consider (acting reasonably) that any conditions or fixings could damage, jeopardise or otherwise compromise the condition of the Art Work(s) in any way).<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 4.4<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n The Member agrees to a standard loan term of 10 (ten) weeks from the Delivery Date until the Collection Date. Each Collection Date may be varied upon written notice between IA and the Member no later than 5 Business Days prior to the designated Collection Date. Where the Collection Date should fall on a day which is not a Business Day, each of the IA and Member shall agree a mutually convenient time for collection of the Art Work(s) on the following Business Day.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 4.5<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n If a Member does not enable or permit IA or any IA Representatives (as defined below) to collect any Art Work(s) within 10 Business Days of the agreed Collection Date, the Art Work(s) will be deemed automatically sold and the Member shall promptly transfer an amount equal to the agreed purchase price to IA.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 4.6<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n The Member agrees not to physically move or handle Art Work(s) or allow the Art Work(s) to leave the registered address at any time during the Loan Period.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 4.7<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n The Member agrees to acknowledge and accept full responsibility for any damage, loss or destruction of the Art Work(s) during the Loan Period.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 4.8<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n The Member agrees that, if the Member should miss a scheduled appointment on any specified Delivery Date or Collection Date, IA reserves the right to charge a missed appointment fee in an amount equal to \u00a330.00 plus applicable taxes.<\/p>\r\n<\/div>\r\n<\/div>\r\n<\/div><\/div>\r\n\r\n\r\n\r\n 5. <\/strong> Background<\/strong><\/p>\r\n\r\n\r\n\r\n 5.1<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n The Member hereby agrees to notify IA in writing at least 10 Business Days in advance of the Collection Date if they wish to purchase the Art Work(s) currently on loan to them in accordance with the provisions of this Clause 5.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 5.2<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n By accepting these Terms and Conditions, the Member hereby unconditionally and irrevocably acknowledges and agrees that:<\/p>\r\n\r\n\r\n\r\n 5.2.1<\/strong> any transaction to acquire any Art Work(s) shall be conducted in conjunction with IA as representative of the Artist at all times; 5.3<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n In those circumstances where a Member should breach the requirements of Clause 5.2 of these Terms and Conditions, the Member hereby acknowledges and agrees to promptly indemnify IA in an amount equal to such amount IA would have received if the purchase had been completed in accordance with these Terms and Conditions together with any other fees, costs, expenses, losses or liabilities which IA or its representatives may directly or indirectly incur as a consequence of such breach.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 5.<\/strong>4<\/p>\r\n<\/div>\r\n\r\n\r\n\r\n Any sale of the Art Work(s) to the Member shall not affect or otherwise prejudice the rights and obligations of the Parties under these Terms and Conditions in any way.<\/p>\r\n<\/div>\r\n<\/div>\r\n<\/div><\/div>\r\n\r\n\r\n\r\n 6. <\/strong> Title to Art Work(s)<\/strong><\/p>\r\n\r\n\r\n\r\n <\/p>\r\n<\/div>\r\n\r\n\r\n\r\n Each of the Parties acknowledge that the Artist shall retain all rights in, and title to, any Art Work(s) until the point of sale to a Member in accordance with Clause 5 (Sale of Art Work(s)) of these Terms and Conditions, whereupon title shall pass directly to the Member (subject to any trademarks, copyright and\/or other intellectual property rights which may be associated with the Art Work(s) and which shall remain the property of the Artist at all times).<\/p>\r\n<\/div>\r\n<\/div>\r\n<\/div><\/div>\r\n\r\n\r\n\r\n 7. <\/strong> Loss, damage or destruction<\/strong><\/p>\r\n\r\n\r\n\r\n 7.1<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n Upon becoming aware, the Member shall promptly notify IA of any loss or damage to the Art Work(s) or the destruction thereof and provide appropriate photographic evidence if requested.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 7.2<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n Under no circumstances does IA or any IA Representative accept responsibility or liability for any loss or damage to, or destruction of, any Art Work(s) (including, for the avoidance of doubt, any fair wear and tear which may arise during the Loan Period).<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 7.3<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n Each Member further agrees to promptly indemnify IA (including, without limitation, its directors, officers, representatives and employees together with any Artist (each, an \u201cIA Representative\u201d and together, the \u201cIA Representatives\u201d)) on demand in full against any direct or indirect claim, loss or liability (of any description together with any fees, costs or expenses) which IA or IA Representatives may directly or indirectly incur as a consequence of any loss of, or damage to, any Art Work whilst on loan with any Member pursuant to these Terms and Conditions (in each case, irrespective of its cause).<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 7.4<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n The Member hereby acknowledges and agrees, represents and warrants, for the benefit of IA and any IA Representative that any Art Work(s) which may be made available for hire pursuant to these Terms and Conditions shall be fully insured against any damage or losses (of any description) for the duration of any Hire Period with a reputable insurance provider and the Member shall take all steps necessary (including, without limitation, notifying any third party insurance providers or their representatives or brokers of the possession of any Art Work(s) to the extent such notification may be required pursuant to the terms of any individual insurance policy) prior to the commencement of any Hire Period to ensure adequate and appropriate insurance cover is in place for the Art Work(s) at all times. It is further acknowledged and agreed that any excess payment (or any other requirement of a Member to pay or contribute which may be triggered under any insurance policy of a Member in the event of any claim) shall remain the responsibility of the Member at all times.<\/p>\r\n<\/div>\r\n<\/div>\r\n<\/div><\/div>\r\n\r\n\r\n\r\n 8. Intellectual property and associated rights<\/strong><\/p>\r\n\r\n\r\n\r\n 8.1<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n Interrupted Art and any other name, logo and sign used on our website, are the trademarks, copyright and other intellectual property rights of IA and are owned solely by (or licensed to) IA. You shall not acquire any title, right or interest (including any user right) in any such intellectual property by reason of your membership and that the use of our intellectual property is forbidden without our prior written consent.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 8.2<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n The Member acknowledges and agrees that IA may use images of Members attending events to enhance the profile and publicity of IA, Artists and\/or the Art Work(s) in any online, written or visual publication.<\/p>\r\n<\/div>\r\n<\/div>\r\n<\/div><\/div>\r\n\r\n\r\n\r\n 9. Termination<\/strong><\/p>\r\n\r\n\r\n\r\n 9.1<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n These Terms and Conditions shall take effect from the date hereof and either Party may terminate these Terms and Conditions by giving the other Party at least 20 Business Days\u2019 prior notice in writing (including by e-mail). Termination of these Terms and Conditions shall not affect any accrued rights or obligations of either Party but shall release each Party from any further obligations hereunder.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 9.2<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n On termination of these Terms and Conditions by either Party, the Member shall allow reasonable and prompt access to IA and IA Representatives to their property or premises for the collection of any Art Work(s) on loan and shall promptly reimburse IA for any costs, fees and expenses incurred in connection with the collection or retrieval of such items.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 9.3<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n To the extent there is any delay in the collection of any Art Work(s) at the end of any given Hire Period due to (i) any failure of the Member to reasonably cooperate with IA or any IA Representatives with respect to the removal of such Art Work(s) in accordance with Clause [9.2] or (ii) any circumstances outside the reasonable control of IA or any IA Representatives, the Member shall remain liable in full for:<\/p>\r\n\r\n\r\n\r\n 9.3.1<\/strong> any Membership Fee for any subsequent Loan Period(s) until the Art Work(s) have been successfully removed from the premises of the Member; and 10. Confidentiality<\/strong><\/p>\r\n\r\n\r\n\r\n <\/p>\r\n<\/div>\r\n\r\n\r\n\r\n No Party shall disclose a copy of these Terms and Conditions (or their contents or the mere fact of their existence) to any third party without the prior written consent of the other Party save where required as a matter of law or regulation and provided that a copy of these Terms and Conditions may be shared with a Member upon reasonable request.<\/p>\r\n<\/div>\r\n<\/div>\r\n<\/div><\/div>\r\n\r\n\r\n\r\n 11. Data protection<\/strong><\/p>\r\n\r\n\r\n\r\n 11.1<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n Unless the context otherwise requires, words and phrases in this Clause 11 shall have the meaning given to them by the General Data Protection Regulation 2016\/679 as amended or restated from time to time (\u201cGDPR\u201d) and the terms \u201cdata controller\u201d, \u201ccontroller\u201d, \u201cdata processor\u201d, \u201cprocessor\u201d, \u201cprocess\u201d and \u201cpersonal data\u201d shall have the meanings given to those terms under the GDPR.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 11.2<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n For the purposes of these Terms and Conditions, each Party agrees that it shall comply with the terms of the GDPR. You agree that during and after the term of these Terms and Conditions, IA may process personal data relating to you from time to time and as such will be a data controller or data processor under GDPR. Such processing shall, without limitation, be for the following purposes: (a) as a result of providing services in fulfilment of these Terms and Conditions; (b) using contact details you have provided to us to send invitations, marketing materials, updates or other publications that we feel may be of interest to Members and to organise associated events; (c) processing personal data (including bank details) concerning Members for our own business purposes. By entering into these Terms and Conditions, you consent to us obtaining, storing and processing information about you as described in this paragraph.<\/p>\r\n\r\n\r\n\r\n Exclusion of liability<\/strong><\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 11.3<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n In no circumstances shall IA or any IA Representatives (past or present)) be liable to you or any of your representatives for any losses or damages (of any description whatsoever and arising in whatever circumstance) including those which may arise out of, or in connection with, your entry into these Terms and Conditions or performance of your obligations hereunder, any loss or damage to any Art Work(s), any loss or damage to any property or premises of a Member (whether owned by such Member or any third party), any loss of profits or savings (whether actual or anticipated), loss of data, loss of opportunity, loss of reputation, goodwill or business, or any consequential, special, incidental, or indirect damages of any kind arising out of the services provided by IA (or its failure to provide such services) pursuant to these Terms and Conditions together with the consideration, selection or rejection of the Art Work(s) or as a result of the termination or expiry of these Terms and Conditions.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 11.4<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n Notwithstanding the above, nothing in these Terms and Conditions shall operate to exclude or restrict our liability for death or personal injury resulting from our own negligence or fraud or to the extent such liability that cannot be limited or excluded by law.<\/p>\r\n\r\n\r\n\r\n <\/p>\r\n<\/div>\r\n<\/div>\r\n<\/div><\/div>\r\n\r\n\r\n\r\n 12. No fiduciary duty or other obligations<\/strong><\/p>\r\n\r\n\r\n\r\n 12.1<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n Nothing in these Terms and Conditions shall: 13. Entire agreement and no waiver<\/strong><\/p>\r\n\r\n\r\n\r\n 13.1<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n These Terms and Conditions constitute the entire agreement between the Parties and shall supersede all other agreements, statements (whether oral or written), letters and other arrangements made between the Parties.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n 13.2<\/strong><\/p>\r\n<\/div>\r\n\r\n\r\n\r\n
5.2.2<\/strong> in no circumstances shall any Member seek to contact, or otherwise engage communicate with, (directly or indirectly) any Artist(s) at any time where such communications are intended to facilitate or otherwise effect the sale, transfer or hire of any Art Work(s) (including the commissioning, selling, transferring or hiring of any new piece of art which is not an Art Work (an \u201cIndependent Piece\u201d)), without the prior written consent of IA; and
5.2.3<\/strong> the Member shall promptly notify IA in writing of any communications in breach of the requirements of this Clause 5.2.<\/p>\r\n<\/div>\r\n<\/div>\r\n\r\n\r\n\r\n
9.3.2<\/strong> any additional fees, costs and\/or expenses which may be incurred by IA or IA Representatives in facilitating the removal of the Art Work(s) in accordance with these Terms and Conditions.<\/p>\r\n<\/div>\r\n<\/div>\r\n<\/div><\/div>\r\n\r\n\r\n\r\n
12.1.1<\/strong> be construed as giving rise to the relationship of principal and agent between IA and the Artist or to any authority by you to represent or act on our behalf; or
12.1.2<\/strong> constitute IA (or any of its directors, officers, representatives or employees) as a trustee or fiduciary of the Artist or any other person.<\/p>\r\n<\/div>\r\n<\/div>\r\n<\/div><\/div>\r\n\r\n\r\n\r\n