The Art Loss Register

Terms and conditions of search

Terms and conditions of search

 

1.      THIS AGREEMENT

a)      Agreement to these Terms and Conditions (the “Agreement”) represents the entire agreement between the International Art & Antiques Loss Register Limited (the “ALR”), a company registered in England with company number 2455350 (registered office: First Floor, 63-66 Hatton Garden, London EC1N 8LE), its affiliates and subsidiaries, and you (the “Client”) (together the “Parties”).

b)      This Agreement supersedes all prior oral or written agreements, arrangements or understandings between the Parties.

c)      The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the ALR which is not set out in this Agreement.

d)      Where any conflict or contradiction appears between the provisions of this Agreement and any other relevant terms and conditions, policies or notices, the terms of this Agreement shall prevail.

 

2.      INTERPRETATION

a) In this Agreement:

i)       use of the singular includes the plural (and vice versa) and reference to any gender includes all genders;

ii)     any reference to a person shall include a firm or limited company;

iii)   reference to any law or statute includes a reference to that law or statute as from time to time amended and to any orders, statutory instruments or regulations made under that law or statute; and

iv)   reference to writing or written includes emails.

b)      Headings to clauses contained in this Agreement are inserted for convenience only and they do not form part of or affect the interpretation of this Agreement.

 

3.      DEFINITIONS

a)      “Designated Item” means any item submitted by the Client to the ALR to be searched against the Database;

b)      “Database” means the computerized register of ownership, interests, authentication issues, and missing or stolen items maintained by the ALR;

c)      “Object” means any stolen, lost or looted property, art work or cultural property, any item the subject of a lien or other security interest in the registrant’s favour, or any item in which the registrant has a contingent interest subject to a dispute, or item against which authentication issues have been raised, which has been registered on the Database or is linked to such a registration.

 

4.      THE SERVICE

a)      In consideration of the payment of the Search Fee specified in clause 5(a) below, the ALR undertakes to search the Designated Item against the Database and review its ownership history.

b)      The Client shall provide the ALR with all relevant information pertaining to the Designated Object and as may be required by the ALR to assist in the search. Further information may be required by the ALR to establish past or current ownership.

c)      The ALR will complete the search as soon as reasonably practicable.

d)      On completion of the search the ALR will notify the Client as to whether or not an object conforming to the Designated Item is recorded on the Database or is sufficiently closely matched with an Object on the Database for action or further investigation. 

e)      The ALR shall use its best endeavours to provide a complete and accurate service.  If the Client is contacted by the ALR when a Designated Item is potentially matched with an Object on the Database and requires further investigation, the Client will provide whatever information or assistance may be reasonably required by the ALR in seeking to verify or exclude the match. The Client will provide edition numbers for prints (which may involve taking off the frame), serial numbers for watches (which may involve taking off the back), and images of any labels, stamps or foundry marks on an item if requested.

f)       Should the ALR request information from the Client and the Client fail to provide the requested information within 14 days thereafter, or within such other timescale as may be set by the ALR, the ALR may decline to complete the search. Furthermore the ALR shall not be obliged to notify the Client as to the outcome of any such search or partial search which may not be able to be completed. 

g)      If additional research is required in order to complete the search, and the Client instructs the ALR to carry out this research, the ALR reserves the right to make additional charges which shall be payable by the Client. Such costs will only be payable if agreed in advance with the Client.

h)      In the event that the Client is unable to supply the information required by the ALR to complete a search on a Designated Item then no refund will be payable.

i)       In the event that a Designated Item is logged as a lost or stolen item on the Database subsequent to the search being carried out the ALR will use its best endeavours to notify the Client if and when it becomes aware of the match.

j)       The ALR cannot guarantee the provenance of any Designated Item and the Client cannot solely rely on the results of any search or enquiry by the ALR either:

i)       as sufficient evidence of due diligence and/or good faith on the part of the Client in investigating the provenance of a catalogued item; or

ii)     to excuse any failure on the part of the Client to properly act with due diligence and/or good faith in any such investigation.

k)      The ALR maintains a database of items which are reported as fakes and forgeries in order that the ALR can alert the Client in the event of a match to such an item or a particular danger of forgery. The ALR does not give any final determination that the item searched is a fake or is of doubtful authenticity but may suggest that further research is advisable. 

l)       The ALR reserves the right to refuse service, terminate accounts, or remove or edit content, at its sole discretion.

 

5. THE SEARCH FEE

a)      The ALR shall charge the Client a fee for the service under this Agreement (the “Search Fee”). The fee for each Designated Item to be searched against the Database will be as set out on the ALR’s website at the time the search is submitted or will be agreed in advance of the search and the Search Fee will be due prior to the carrying out of the search.

b)      Payment of the Search Fee by the Client is a condition precedent to the performance of this Agreement by the ALR.

c)      The ALR reserves the right to increase the Search Fee. Notice of such increases will be on the ALR’s website and the new fee will be immediately applicable, other than to search credits which have already been purchased by the Client.

d)      Notification of any other payments due shall be by way of invoice and payment shall be due within thirty days thereafter.

e)      In the event that payment is not made in accordance with and at the times set out in this Agreement, interest shall become payable on all sums outstanding from the date that they become due until payment to the ALR is made, at the rate of 3% per annum above the Bank of England base rate prevailing from time to time.

f)       Payment of invoices shall be a condition precedent to the performance, or the continuing performance, of this Agreement by the ALR.

g)      For the avoidance of doubt, the Client is responsible for all VAT and/or other applicable taxes.

h)      All fees quoted are exclusive of VAT unless it is expressly stated to be included.

 

6.      DURATION OF THE AGREEMENT

Clauses of this Agreement which expressly or by implication survive termination shall continue in full force and effect following any termination.

 

7.      CONFIDENTIALITY

a)      Although it is acknowledged that the ALR maintains an audit trail in relation to the service provided and those making use of the Register, unless disclosure is specifically permitted by the Client, the ALR will exercise reasonable care to maintain that information with regard to a Designated Item shall at all times be treated as confidential (except insofar as it is information published elsewhere).

b)      It is, however, understood and agreed that the ALR may from time to time be under a legal obligation to disclose information in the course of its operation. In particular the Client acknowledges the right of the ALR in the event of a match to notify not only the Client but also the claimant (as specified on the Database), any insurer of the item, loss adjuster, law enforcement agencies or any other party that in its absolute discretion the ALR considers should be notified. In such circumstances any disclosure is a permitted disclosure and the ALR will, if lawful, promptly inform the Client of such disclosure.

c)      The Client also recognises that there may be occasions when due to instructions of law enforcement agencies the ALR will be obliged to delay notifying the Client and no liability will fall on the ALR as a result of such late notification.

d)      The Client agrees that no information provided by the ALR to the Client will be released to any third party without the prior written consent of the ALR, which shall not be unreasonably withheld or delayed.

e)      The ALR is registered under the Data Protection Act (1998) (“DPA”) as a Data Controller. Unless the Client specifically permits disclosure, information provided by the Client will be kept confidential.

f)       The restrictions herein contained shall not apply to any information which is in, or comes into, the public domain (otherwise than in consequence of a breach by the party to whom the information was disclosed); or can be demonstrated to have been lawfully in the other party’s possession prior to disclosure; or is required to be disclosed by a legally enforceable request from a competent law enforcement authority or Order from a competent court of law.

g)      Should the ALR become aware of any abuse of information provided by the ALR it reserves the right to pass on evidence of the abuse to law enforcement agencies.

 

8.      WARRANTIES BY THE CLIENT

a)      By requesting the search the Client warrants that:

i)       the Client has the Designated Item lawfully in his possession, custody, power or control; or

ii)      the Client has legitimate access to the Designated Item; or

iii)   the Client has a prospective interest in acquiring the Designated Item in good faith; or

iv)   the Client has an actual or prospective security interest in the Designated Item; or

v)      the Designated Item is, was or will be exhibited at an exhibition or fair organised by the Client.

b)      The Client must notify the ALR should their interest in the Designated Item be shared with any other party and shall use their best endeavours to provide the ALR with contact details for such other party.

c)      In the event that a Designated Item is confirmed as a match with an Object on the Database or that a Designated Item may be the basis of a legitimate claim, the Client will co-operate with ALR and others so far as is reasonable in the circumstances and legal under the laws of the relevant jurisdiction(s), in the restoration of the Designated Item to the rightful owner or in the resolution of any claim. In particular the Client warrants that it will retain the Designated Item in its possession and safe-keeping until such time as the Parties have agreed upon the appropriate manner of release, or as may be ordered by a Court of competent jurisdiction, whichever is the earlier. Meanwhile the Parties will cooperate with each other and render the other reasonable assistance in relation to any enquiry relating to provenance or ownership of the Designated Item.

d)      In the event and at any time (including after a search of the Database) that the Client is notified by a third party that an Agreed Item has been or may have been lost, looted or stolen the Client will immediately advise the ALR. The Client warrants that it will not conduct discussions with the original owner or with any other party (whether that party is claiming title or not) without the prior consent and advice of the ALR.

e)      The Client warrants that the ALR has permission to reproduce any Agreed Item whether by photograph or by illustration (including by electronic means) in order to perform the service and the Client warrants that it will indemnify the ALR against all claims arising from an infringement or alleged infringement of copyright, which are made by any party in connection with the ALRs use of photograph or illustration of an Agreed Item.

 

9.      RESPONSIBILITY OF THE ALR

a)      Nothing in this Agreement limits or excludes the ALR’s liability for:

i)       death or personal injury caused by its negligence;

ii)     fraud or fraudulent misrepresentation; or

iii)   any liability which cannot be limited or excluded by applicable law.

b)     Subject to clause 9. a):

i)       the ALR shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement; and

ii)     the ALR’s total liability to the Client in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £10,000 (Ten Thousand Pounds Sterling).

c)      In particular, but without limitation to the above, although the ALR undertakes to try and conduct every search with due care and attention the ALR cannot accept responsibility for and no warranty is given by the ALR to the Client or any other person in respect of claims following:

i)        the failure to match or the certainty of a match for an Agreed Item with an Object on the Database;

ii)     the accuracy or completeness of any information on the Database or issued to the Client or to any third party (including information as to the authenticity or provenance of an object);

iii)   the fact that a lost or stolen object has not been entered on the Database; or

iv)   the failure of an owner who has recovered an Object entered on the Database (or the failure of the owner’s agent or insurer or law enforcement agencies) to notify the ALR of its recovery.

d)     This clause 9 shall survive any termination of this Agreement.

 

10.  INDEMNITY

The Client agrees to indemnify the ALR from any claim or expense (including reasonable legal fees in defending any such claim) howsoever arising out of or relating to the use of information contained in the Database by a third party, where such information has been made available to that third party by the Client, unless prior written consent to such disclosure has been provided by the ALR.

 

11.  DISCLOSURE

In the event of any claim in negligence being made against the Client and / or the ALR, the Client will make available to the ALR without formality all documents and information whether written or oral which may be relevant as evidence to the ALR’s defence in such proceedings and which the Client is able to reasonably provide, for the sole use by the ALR in defending any action brought against it.

 

12.  PROPER LAW AND JURISDICTION FOR DISPUTES

a)      The construction, validity and performance of this Agreement shall be governed by the Law of England and Wales. 

b)      Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, which cannot amicably be resolved shall be referred to and resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause. 

c)      In any such arbitration the number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England.  The language to be used in the arbitration proceedings shall be English.

 

13.  FORCE MAJEURE

Neither party shall be liable in damages nor have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

 

14.  THIRD PARTIES

A person who is not a party to the Agreement shall not have any rights to enforce its terms.

 

15.  ALTERATION

The ALR may at any time modify any relevant terms and conditions, policies or notices. You acknowledge that by visiting the website from time to time, you shall become bound to the current version of the relevant terms and conditions (the "current version") and, unless stated in the current version, all previous versions shall be superseded by the current version. You shall be responsible for reviewing the current version each time you visit the website.

 

16.  ASSIGNMENT

The ALR shall be entitled to cede, assign and delegate all or any of its rights and obligations in terms of any relevant terms and conditions, policies and notices to any third party.


17.  NO AGENCY OR PARTNERSHIP

Nothing in this Agreement shall be deemed to constitute either party as the agent of the other nor shall this Agreement create a partnership between the parties.


18.  NOTICES

a)      Every notice to be given under this Agreement shall be in writing and sent either by

b)      electronic mail, or by hand, in which case such notice shall be treated as being received on the day it is delivered unless delivery occurs after the normal working hours of the recipient, in which case delivery shall be treated as having occurred on the next working day; or

c)      registered post in which case such notice shall be treated as being received 2 working days after the date of posting.

d)      The address of each party for the service of notices shall be as set out in this Agreement (unless or until that address is changed by notice given under this clause).

 

19.  SEVERABILITY

a)      If any provision or part provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

b)      If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

20.  WAIVER

A waiver of any right under this Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

Company registered in England and Wales. Registration Number: 02455350

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