Dais Contemporary Ltd - Terms and Conditions of Sale
In these Conditions, the following definitions apply:
Artworks: the artwork or artworks (or any part of them) set out in the Order, or any repaired or replacement artworks.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Collection Date: the date when the Customer collects the Artworks from the Projects in accordance with clause 6.1.
Conditions: the terms and conditions of sale set out in this document as amended from time to time by Dais Contemporary
Consumer: a private individual who buys Artworks as retail customer for personal use and who neither makes the Contract in the course or for the purpose of a business nor holds himself out as doing so.
Contract: the contract between Dais Contemporary and the Customer for the sale and purchase of the Artworks in accordance with these Conditions.
Customer/Client: the person or firm who purchases the Artworks from Dais Contemporary.
Delivery Date / Collection Date: the date for delivery quoted on the Order Form or the date on which delivery is first attempted at the Delivery Location in accordance with clause 6.2, whichever the earlier.
Distance Sale: any sale of Artworks concluded by a Customer as Consumer by telephone, mail or e-mail at a distance where the Customer has not viewed the original Artworks before placing his Order.
Force Majeure Event: any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock- outs or other industrial disputes (whether involving its own workforce or that of a third party), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
Dais Contemporary: A contemporary art consultancy practice whose registered office is at: 110 Stoke Newington Church St, Stoke Newington, London N16 0BU, United Kingdom, telephone: +44(0)7805397071, email: firstname.lastname@example.org
Order: the Customer’s order for the Artworks, as set out in the Sales Order Form and Invoice.
In these Conditions, the following rules apply:
2.1 A ‘person’ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.2 Headings shall not affect the interpretation of these Conditions.
2.3 A reference to a party includes its personal representatives, successors or permitted assigns.
2.4 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.5 Any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.6 A reference to ‘writing’ or ‘written’ includes e- mails.
3 Basis of Sale
3.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 The Order constitutes an offer by the Customer to purchase the Artworks in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
3.3 Dais Contemporary shall be free to accept or decline the Order at its absolute discretion. The Order shall only be deemed to be accepted when Dais Contemporary confirms acceptance of the Order in writing, at which point a binding Contract shall come into existence.
3.4 In the event that the Contract constitutes a Distance Sale, Dais Contemporary shall provide the Customer with a written statement of his additional consumer rights, including the right to cancel the Contract under certain circumstances. The written statement shall be supplemental to these Terms and Conditions and form part of the Contract. 3.5 If any of these Conditions are inconsistent with any term of the Order, the Order shall prevail.
3.6 The Contract constitutes the entire agreement and understanding between the parties. The Customer acknowledges that it has not relied on, and has no remedy in respect of, any statement, promise, representation, or warranty made or given by or on behalf of Dais Contemporary, which is not set out in the Contract.
3.7 Any drawings, descriptive matter, or advertising material produced by Dais Contemporary and any descriptions or illustrations contained in Dais Contemporary’s catalogues, brochures, or other sales and marketing materials or on its website are produced for the sole purpose of giving an approximate idea of the Artworks described and illustrated in them. They shall not be relied upon by the Customer as representations, and shall not form part of the Contract or have any contractual force.
4 The Artworks
4.1 All Artworks are described in the issued Dais Contemporary Project Details Sheet. Dais Contemporary confirms that it either owns the Artworks which it sells or that, to the best of its knowledge and belief, it is duly authorised to sell them on behalf of the owner.
4.2 All statements by Dais Contemporary about the authenticity, attribution, description, date, age, provenance, title, value or condition of the Artworks constitute a judgment and opinion genuinely held but may not be relied upon by the Customer as representation of facts and are not warranted. Dais Contemporary shall not be liable for any changes in expert opinion or scholarship which may occur after the date of the Contract. Artists’ particulars are provided by the artists themselves and Dais Contemporary shall not be liable for any inaccuracies or misrepresentations in these details.
4.3 Save as set out in clause 4.5, Dais Contemporary warrants that upon delivery and for a period of 36 months from the date of delivery (Warranty Period), the Artworks shall:
4.3.1 conform in all material respects with their description (subject to any qualifications contained in our brochures, catalogues, advertisements or any other documents);
4.3.2 be free from material defects in design, material and workmanship;
4.3.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
4.3.4 be fit for any purpose held out by Dais Contemporary; and
4.3.5 comply with all applicable statutory and regulatory requirements for selling the Artworks in the United Kingdom.
4.3.6 if during the warranty period and also outside of the warranty period the artworks are damaged or spoiled by means beyond the customers control Dais Contemporary guarantees the customer the rights to a replacement or reprint of the artwork.
4.4 Subject to clause 4.5, if:
4.4.1 the Customer gives notice in writing to Dais Contemporary during the Warranty Period and within a reasonable time of discovery that the Artworks do not comply with the warranty set out in clause 4.3;
4.4.2 Dais Contemporary is given a reasonable opportunity of examining such Artworks and accepts the warranty claim; and
4.4.3 the Customer (if asked to do so by Dais Contemporary) returns such Artworks to Dais Contemporary or such other location as Dais Contemporary may request at Dais Contemporary’s cost, Dais Contemporary shall repair or replace the defective Artworks, or refund the whole or part of the price of the defective Artworks.
4.5 Dais Contemporary shall not be liable for any failure of the Artworks to comply with the warranty set out in clause 4.3 in any of the following events:
4.5.1 the Customer makes any further use of such Artworks after giving notice in accordance with clause 4.3;
4.5.2 the defect arises because the Customer failed to follow Dais Contemporary’s oral or written instructions as to the handling, storage, installation,
use, lighting, exposure, preservation, maintenance, cleaning and care of the Artworks or (if there are none) good practice regarding the same;
4.5.3 the Customer alters, restores or repairs such Artworks without the written consent of the owner of the copyright of the Artworks or (if the Artworks are no longer subject to copyright protection) of Dais Contemporary; or
4.5.4 the defect arises as a result of fair wear and tear, willful damage, accident or negligence by the Customer, his agents, employees, contractors or any third party.
4.6 If the Customer placed an Order and enters into the Contract as Consumer, the warranty in clause 4 shall be in addition to the Customer’s legal rights in relation to Artworks which are faulty or otherwise do not comply with the Order or these Conditions and nothing in these Conditions shall affect the Customer’s statutory rights as consumer.
4.7 Except as provided in this clause 4, Dais Contemporary shall have no liability in respect of any failure of the Artworks to comply with the warranty set out in clause 4.3.
4.8 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
4.9 Where the Artworks are commissions made exclusively for the Customer; the commissions take place based on the aesthetic of an existing work and/or commission proposal produced by the Artist and this does not guarantee an exact copy of the existing work and/or proposal but rather something in a similar aesthetic. The artist retains creative and artistic rights to create an original artwork based on the previous Artwork and/or their commission proposal.
4.9.1 Where the Artworks are commissions made exclusively for the Customer; Dais Contemporary will update the Customer on the progress of the production of the Artworks in the form of written updates via email or letter, verbal discussion and photographs of the Artworks being produced, which will be provided in digital format via email. This will take place at regular intervals during the course of the Artworks production period before delivery.
4.9.2 Where the Artworks are commissions made exclusively for the Customer; in the case of the Customer being unhappy with any aspect of the design or the making of the Artworks Dais Contemporary reserves the right to offer the Customer a number of design changes, material or otherwise, to the commissioned Artworks on behalf of the Artist. This will be at the sole discretion of Dais Contemporary Ltd.
4.9.3 Where the Artworks sold are being delivered in digital form, or some other form that is transferable or reusable, any further usage other than that stated on Dais Contemporary’s order and invoice document is strictly prohibited without first gaining approval from Dais Contemporary, the Artist and any other representative involved and, where appropriate, paying an additional usage fee. If further usage is carried out but not paid for or permissions are not sought from Dais Contemporary, the Artist and representatives involved then lawful proceedings will be carried out pursuant of any monies or permissions owed.
4.9.4 If the client wants to oversee the framing of any Artworks themselves the client agrees to first seek approval of the framing style from Dais Contemporary and the Artist before carrying out this work.
5 Price and Payment
5.1 The price of the Artworks shall be the price set out in the Project Details Order Sheet and Invoice.
5.2 The price of the Artworks excludes value added tax (VAT) and Artist’s Resale Royalties, where applicable.
5.3 The price of the Artworks is exclusive of the costs and charges of packaging, insurance and delivery of the Artworks, which shall be invoiced to and paid by the Customer under service costs;
5.4 The Customer shall pay the invoice for the Artworks and any other charges and costs payable by the Customer to Dais Contemporary in full without any set-off deduction or counterclaim in cash or cleared funds within 30 days of the date of the Sales Order Form and Invoice (Due Date for Payment) and in any event prior to collection or delivery of the Artworks. Payment may be made in cash, by debit or credit card, or by bank transfer to a bank account nominated in writing by Dais Contemporary.
5.5 If the Customer fails to make any payment due to Dais Contemporary under the Contract by the Due Date for Payment, then the Customer shall pay interest on the overdue amount at the rate of 8.5% per annum above Barclays Bank’s base rate. Such interest shall accrue on a monthly basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the outstanding amounts.
5.6 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law. Dais Contemporary may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Dais Contemporary to the Customer and/or cancel or suspend any other outstanding order until the Customer has paid the outstanding amount in full.
5.6.1 The payment terms and percentages of art payments are set-out in the Project Details Order section. The deposit fee is required up front and in full before artworks work can start; in the case of commissions. The deposit is non-refundable
5.6.2 The company agrees that within a period of 30 working days from the date of invoicing that they will pay a nominal fee of £500 for any proposal that is made by Dais Contemporary for a new project. This clause is only applicable when work is carried out in terms of an artwork concepts proposal doc and any other such administration but the project is then deemed cancelled or put on hold indefinitely. A project may be considered cancelled or put on hold if the company states this in writing to Dais Contemporary or the project is put on hold for a period of 3 months or longer.
6 Delivery and Installation
6.1 Dais Contemporary will deliver all artworks to the address listed on the Project Details Order, or such other location requested by the Customer prior to collection, at a time convenient to the Customer.
6.2 Where Dais Contemporary agrees in the Order to arrange delivery of the Artworks to the location in the United Kingdom stated in the Order or such other location in the United Kingdom as the parties may agree (Delivery Location as specified on the Project Details Order), it shall take reasonable steps to pack the Artworks safely and arrange delivery either personally by a Dais Contemporary employee or through a reputable specialist art shipping company (Shipping Company). In the unlikely event that the Artworks are damaged on delivery, the Customer must note details of any such damage on the Shipping Company’s delivery document at the time of receipt of the Artworks and notify Dais Contemporary of the damage within 3 days of delivery, providing full details, so as to enable Dais Contemporary to make a claim under any applicable insurance. After notifying the damage to Dais Contemporary the Customer shall comply with Dais Contemporary reasonable directions for inspection and/or return of the Artworks. Any failure by the Customer to comply with these requirements shall be deemed to constitute acceptance of the Artworks by the Customer. If a return of damaged Artworks is accepted by Dais Contemporary, Dais Contemporary shall at its sole discretion either refund the price of the Artworks (including delivery charges) to the Customer or repair or replace the Artworks without charge.
6.3 Save as otherwise provided by clause 6.6:
6.3.1 delivery of the Artworks under clause 6.1 shall be completed upon collection of the Artworks by the Customer or his agent, employee or contractor; and
6.3.2 delivery of the Artworks under clause 6.2 shall be completed upon arrival of the Artworks at the Delivery Location, as requested by the Customer.
6.4 Dais Contemporary shall not be liable for any losses, costs, damages or expenses incurred by the Customer or any third party directly or indirectly out of or in connection with any delay in delivery of the Artworks that is caused by an event beyond its direct control, by a Force Majeure Event, or by the Customer’s failure to provide Dais Contemporary with adequate delivery instructions or any other instructions that are relevant to the successful delivery of the Artworks, or the Customer’s failure to make all arrangements necessary to take delivery of the Artworks whenever they are tendered for delivery.
6.5 If the Customer fails to take or accept delivery of the Artworks within three Business Days of the Collection Date or Delivery Date, then, except where such failure or delay is caused by Dais Contemporary’s failure to comply with its obligations under the Contract:
6.6 delivery of the Artworks shall be deemed to have been completed at 9.00 am on the third Business Day after the Collection Date or Delivery Date;
6.6.1 If storage is required Dais Contemporary shall store the Artworks until delivery takes place and charge the Customer for any related costs and expenses (including insurance and cost of re- delivery);
6.6.2 In any event, Dais Contemporary shall not be required to undertake more than three delivery attempts.
6.7 If within 20 Business Days after the Collection Date or Delivery Date, the Customer has still not taken delivery of the Artworks, without prejudice to any other rights and remedies which Dais
Contemporary may have, it may at its sole discretion:
6.7.1 cancel the Contract; or
6.7.2 resell or otherwise dispose of part or all of the Artworks and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Artworks or charge the Customer for any shortfall below the price of the Artworks.
6.7.3 Where appropriate if the Delivery Date or Collection Date is changed by the Customer and the Artworks are already in production or are in the process of being sourced by Dais Contemporary the Customer must pay Storage costs to cover the time between the original agreed Delivery Date or Collection Date and the newly appointed Delivery Date or Collection Date.
6.8 Dais Contemporary shall employ only qualified, experienced and professional art handlers and technicians to install the Artworks. An employee of Dais Contemporary will accompany and oversee all Artwork installations.
6.9 Installation will be charged in accordance with the project detail sheet
6.11 Installation Cancellation policy
We cannot respond easily to installation service days being cancelled or changed without reasonable notice. If you do cancel a day it could have a material impact on your installation and you will be liable for cancellation charges as follows:
Between 8 and 15 working days before the planned date; 50% of the installation cost.
Between 1 and 7 working days or less before the planned date; 100% of the installation cost.
6.11.1 Any travel expenses that we cannot recover (e.g. flights, hotels) will be charged to you at cost.
6.12 Disbursements are charged at cost in accordance with the project details sheet and formal quotation estimates and includes accommodation, flights and transport to and from the airport.
6.12.1 All associated Travel and Accommodation will be charged at cost
7 Title and Risk
7.1 The risk of damage to and loss of the Artworks shall pass to the Customer on completion of delivery in accordance with clause 6.3.
7.2 Ownership of and title to the Artworks shall not pass to the Customer until Dais Contemporary has received payment in full (in cash or cleared funds) for:
7.2.1 the Artworks; and
7.2.2 any other goods or services that Dais Contemporary has supplied to the Customer (including delivery charges) in respect of which payment has become due.
7.3 Until title to the Artworks has passed to the Customer, the Customer shall:
7.3.1 hold the Artworks unencumbered on a fiduciary basis as Dais Contemporary bailee;
7.3.2 keep the Artworks separately from all other artworks and property held by the Customer so that they remain readily identifiable as Dais Contemporary’s property;
7.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Artworks;
7.3.4 maintain the Artworks in satisfactory condition, protect them against loss or damage, and keep them insured against all risks for their full price from the date of delivery;
7.3.5 give Dais Contemporary such information relating to the Artworks as Dais Contemporary may require; and
7.3.6 not sell, export, dispose of, or part with possession of the Artworks.
7.4 If before title to the Artworks passes to the Customer, the Customer is in breach of clause 7.3, and/or becomes subject to any of the events listed in clause 8.2, and/or does anything which may in any way adversely affect Dais Contemporary’s or the owner’s title in the Artworks, or if Dais Contemporary reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Artworks have not been resold, and without limiting any other right or remedy that Dais Contemporary may have, Dais Contemporary may at any time cancel the Contract and/or organize for collection of the Artworks and/or enter any premises of the Customer or of any third party where the Artworks are stored in order to recover and repossess them.
8 Customer’s Insolvency or Incapacity
8.1 If the Customer becomes subject to any of the events listed in clause 8.2, or Dais Contemporary reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to Dais Contemporary, Dais Contemporary may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and Dais Contemporary without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
8.2 For the purposes of clause 8.1, the relevant events are:
8.2.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
8.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
8.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
8.2.4 (being an individual) the Customer is the subject of a bankruptcy petition or order;
8.2.5 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
8.2.6 the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
8.2.7 (being a company) a floating charge holder over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
8.2.8 a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
8.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.1 to clause 8.2.8 (inclusive);
8.2.10 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business;
8.2.11 the Customer’s financial position deteriorates to such an extent that in Dais Contemporary’s opinion the Customer’s capability to adequately fulfill its obligations under the Contract has been placed in jeopardy; and
8.2.12 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
8.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9 Import, Export and Licences
9.1 If the Artworks are to be exported from the United Kingdom, whether to other countries within the European Union or outside the European Union, the Customer shall be solely responsible for making all necessary and appropriate arrangements for export, import and any permits that may be required.
9.2 The Customer warrants to Dais Contemporary that he will comply with all applicable requirements of HM Customs and Excise, the export licensing authorities, and any other competent government and official bodies. The Customer shall provide Dais Contemporary upon request with all relevant documents showing compliance with such requirements.
9.3 The Customer shall be solely responsible for complying with any import procedures and requirements, and for paying any taxes, including but not limited to import taxes, customs duties, sales or local taxes, or any other levies payable at any time, in the country of destination.
9.4 Dais Contemporary makes no representations or warranties as to whether the Artworks may be subject to any export or import restrictions and the denial of any permit or license shall not justify cancellation or rescission of the Contract.
9.5 The Customer shall indemnify and hold Dais Contemporary harmless in respect of any sums claimed by any official or government body for taxes, duties, costs, expenses and/or penalties resulting from the Customer’s failure to comply with the requirements of clause 9.
10 Limitation of Liability
10.1 Nothing in these Conditions shall limit or exclude Dais Contemporary’s liability to the Customer for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its agents, employees or contractors (as applicable);
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, as applicable;
10.1.4 (if the Customer enters into the Contract as Consumer) defective products under the Consumer Protection Act 1987, as applicable; or
10.1.5 any other matter in respect of which it would be unlawful for Dais Contemporary to exclude or restrict liability.
10.2 Subject to clause 10.1:
10.2.1 Dais Contemporary shall under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of income, revenue, business, profit, anticipated saving, or goodwill, or any indirect, incidental or consequential loss arising under or in connection with the Contract; and
10.2.2 Dais Contemporary’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Artworks and of any other costs and charges (excluding any delivery charges) invoiced to the Customer in connection with the Contract.
11 Force Majeure
11.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.
12.1 Assignment and subcontracting.
12.1.1 Dais Contemporary may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
12.1.2 The Customer may assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract only with the prior written consent of Dais Contemporary.
12.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, or e-mail.
12.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2.1; if sent by pre-paid first class post or recorded delivery, at 11.00 am on the third Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e- mail, one Business Day after transmission.
12.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.4 Data protection.
12.4.1 Subject to clause 12.4.2, Dais Contemporary will use any personal details provided by the Customer about himself only for the purpose of fulfilling the Contract.
12.4.2 Unless the Customer has indicated on the Sales Order form that he would prefer not to receive such information, Dais Contemporary may use such personal details also to inform the Customer of other artworks, offers and events from Dais Contemporary. The Customer may notify Dais Contemporary at any time that he no longer wishes to receive such information.
12.5.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
12.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
12.5.3 If the Customer enters into the Contract as Consumer, these Conditions shall not apply to the extent that they would be rendered void or unenforceable by virtue of the provisions of the Unfair Contract Terms Act 1977.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or
default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
12.7 Third party rights.
A person who is not a party to these Terms and Conditions shall not have any rights under or in connection with it.
Except as set out in these Conditions, any variation, modification or amendment to the Contract, including this form requirement and the introduction of any additional terms and conditions, shall only be valid and binding if agreed in writing and signed by a Director of Dais Contemporary.
12.9 Governing law and jurisdiction.
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter formation or validity (including any non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
12.10 Marketing & Documentation
12.10.1 The Customer will allow Dais Contemporary to photograph the Artworks on their premises once they have been installed. The photographic documentation of the artworks will be utilised for archival and promotional purposes for Dais Contemporary Ltd and the Artist/s who have made the Artworks. Dais Contemporary reserves the right to publish these images on their website, blog, in printed matter, social media platforms and any other such marketing and promotional platform for the purpose of promoting the Artworks and Artists.
12.10.3 The Client agrees to always mention Dais Contemporary’s name in any interview or with relation to any press or promotion of the Artworks and related renovations or building project. This includes mentioning Dais Contemporary’s name in any press release, social media, newsletter, e-mail out, blog post or other such related copy that is in the form of print or digital media and features images of or discusses the Artworks provided by Dais Contemporary Ltd. The Client agrees to gain permissions from Dais Contemporary Ltd for any copy where the company name Dais Contemporary is mentioned, before it is published in print or digital form.
12.10.4 The Client agrees to invite and include the presence of one or more delegates from Dais Contemporary at any dinner, opening or event related to or promoting the Artworks or related building renovations or building where the Artworks are installed or are to be installed.
12.11 The Customer must not, under any circumstances, liaise with or contact the Artists that Dais Contemporary represents on their artist list or in their proposals directly without the inclusion of one or more employees from Dais Contemporary Ltd, either now or in the foreseeable future. Any Artwork sales or commissioned artwork sales with these Artists must always be carried out in liaison with Dais Contemporary Ltd.