Terms & Conditions

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: 16 Black Friars Lane, London, EC4V 6EB), 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:

1. use of the singular includes the plural (and vice versa) and reference to any gender includes all genders;
2. any reference to a person shall include a firm or limited company;
3. 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
4. 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:

1. 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
2. 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 or to clarify whether a Designated item is a match or subject to a claim to notify not only the Client but also the possible claimant, 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 or consulted. In such circumstances any disclosure is a permitted disclosure and the ALR will, if lawful, promptly inform the Client of such disclosure.

8. WARRANTIES BY THE CLIENT

a) By requesting the search the Client warrants that:

1. the Client has the Designated Item lawfully in his possession, custody, power or control; or
2. the Client has legitimate access to the Designated Item; or
3. the Client has a prospective interest in acquiring the Designated Item in good faith; or
4. the Client has an actual or prospective security interest in the Designated Item; or
5. 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 or possible match with an Object on the Database or that a Designated Item may be the basis of a reasonable 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 ALR’s 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:

1. death or personal injury caused by its negligence;
2. fraud or fraudulent misrepresentation; or
3. any liability which cannot be limited or excluded by applicable law.

b) Subject to clause 9. a):

1. 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
2. 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:

1. the failure to match or the certainty of a match for an Agreed Item with an Object on the Database;
2. 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);
3. the fact that a lost or stolen object has not been entered on the Database; or
4. 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.

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: 16 Black Friars Lane, London, EC4V 6EB), 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.

2. INTERPRETATION

a) In this Agreement:

1. use of the singular includes the plural (and vice versa) and reference to any gender includes all genders;
2. any reference to a person shall include a firm or limited company;
3. 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
4. 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) “Database” means the computerised register of ownership, interests, and missing or stolen items maintained by the ALR;

b) “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 Client’s favour, or any item in which the Client has a contingent interest subject to a dispute;

c) “Registration Fee” means the relevant fee for registration currently advertised on the ALR website.

4. THE SERVICES WE OFFER

4.1 THE REGISTRATION SERVICE

a) Upon payment of the Registration Fee, and subject to its right to withdraw any listing, the ALR agrees to register Objects on the Database on behalf of the Client (the “Registration”). Other than this Registration, no warranties, promises or undertakings are being made to the Client through this Agreement. The Registration Fee is not refundable.

b) The ALR at all times has the right to determine whether an Object qualifies to be included or maintained in the Database. Should the ALR decline to register or, having entered, subsequently delete a Registration it will promptly notify the Client of such decision. The ALR will not be required to give any reason for its decision and nor will the Registration Fee be refunded to the Client.

c) All Objects will be searched against the Database prior to Registration, and in the event that an Object matches an item already on the Database the Client confirms that it will cooperate with the ALR in securing the return of the Object to its rightful owner, and if currently holding the Object which is a match for one already on the Database, the Client will continue to hold it and will not release it to a third party.

d) On completion of Registration, confirmation of Registration and a unique reference number shall be provided to the Client by e-mail.

e) Should the ALR request further information from the Client that in its sole opinion it considers necessary to complete the Registration, and the Client fails 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 Registration. In such circumstances the Registration Fee is not refundable.

f) Should the ALR need to undertake additional research and/or incur additional costs in order to complete a Registration, the ALR reserves the right to make additional charges which shall be payable by the Client within 14 days of the date of the relevant ALR invoice. No such charges shall be incurred without the prior consent of the Client.

g) Note that the Database is consulted or searched in response to appropriate enquiries from, amongst others, the Client and other clients, insurance companies, law enforcement agencies, auction houses, art dealers, museums, and private citizens.

h) The Client recognises that the ALR has contractual obligations to, and may be paid by, any party who consults, searches or registers items on the Database. This includes notifying searchers of any matches to a registered item.

i) In the event that any search of the Database reveals a match with an Object registered by the Client, the ALR will promptly notify the Client of this match. The ALR will also inform the Client if it locates or recovers any object that appears to be related to a registered Object.

j) The Client recognises that there may be occasions when, due to instructions from law enforcement agencies, the ALR will be obliged to delay notifying the Client and no liability will fall on the ALR for such late notification.

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

4.2 THE RECOVERY SERVICE

a) The Client appoints the ALR to recover or to assist the Client to recover the registered Objects (the “Recovery”). In addition to locating an Object, the services to be provided by the ALR may include but are not limited to negotiation, liaison with police or other law enforcement agencies, liaison with third parties, investigation or research, the facilitation of mediation, the prevention of a sale which is unauthorised by the Client, and the identification or location of other Objects in respect of which the Client has suffered loss or theft.

b) In the event that the Client does not have full title to a Recovery, the Parties will use their best endeavours to obtain the agreement to the Recovery Process of any other parties with an interest; including, but not limited to, any insurer.

c) The ALR shall keep the Client informed of progress by telephone, e-mail, or post.

d) The ALR may advise law enforcement agencies, any relevant insurer and any other parties with an interest in, or that the ALR believes ought to be notified of, the Recovery process.

e) The ALR may take other steps to effect the recovery of an Object; including, with the prior written consent of the Client, offering a reward.

f) The Client will promptly notify the ALR in the event that an Object the subject of this Agreement has been recovered and/ or delivered to the Client by a third party; or the Client is approached by a third party holding information that may be relevant to the location or recovery of an Object; or the Client secures some benefit from its location or sale.

5. FEES AND COSTS

5.1 RECOVERY FEE

a) Where, pursuant to clause 4.2 above, the ALR has acted on the Recovery of any Object for the benefit of the Client, the ALR shall be entitled to the payment of a recovery fee by the Client (the “Recovery Fee”). This will apply whether the Recovery is with the assistance of third parties or not.

b) The Recovery Fee is calculated as 20% of the ultimate net benefit to the Client. Ultimate net benefit is calculated as the Current Market Value (defined below) of an Object if recovered, plus any additional benefits secured by the Client through the Recovery, minus any costs and expenses agreed by the ALR in advance as necessary for the Recovery (the “Ultimate Net Benefit”). Such costs and expenses might include legal, investigative, PR, compensation or settlement costs, but exclude the ALR’s Recovery Fee. A minimum Recovery Fee of £500 applies and if the sum calculated as above is below this level the minimum fee will be charged.

c) In the event that the Location (as defined below) or Recovery of an Object by the ALR averts the settlement or payment of any claim, refund, or restitution of whatsoever nature by the Client, and/or in the event that the Location or Recovery averts or reverses any award of damages, costs or restitution of whatsoever nature against the Client, the benefit to the Client of this will be considered an additional benefit for the purposes of calculating the Ultimate Net Benefit.

d) In the event that the Client recovers property which was not registered on the Database but is nevertheless recovered by or identified by the Client as a consequence of efforts and/or information from the ALR, the Client shall also be liable to pay a Recovery Fee to the ALR.

e) Where the Client benefits from the Recovery of multiple Objects or items as a result of the ALR’s work the Recovery Fee will be based upon the aggregate value of all Objects or items recovered.

5.2 LOCATION FEE

a) The Client will pay to the ALR a location fee upon the discovery or identification by the ALR and notification to the Client of the location of any Object (the “Location”) registered with it (the “Location Fee”).

b) A Location Fee shall also be payable by the Client to the ALR when an Object, or any other item in respect of which the Client has suffered financial loss as a consequence of its theft, loss or looting, whether it is registered on the Database or not, is discovered or identified by the ALR when:

1. notification of the Location is first received by the Client from the ALR even though the Object may have been earlier located by a third party; or
2. the notification is first made to the Client through a third party after the Location has been identified by the ALR.

c) The Location Fee will be whichever is the greater of £200 or a sum equivalent to 5% of the Ultimate Net Benefit to the Client from the location of the Objects or items located (both plus VAT where applicable).

d) No Location Fee will be payable if a Recovery Fee is paid in respect of the same Object or item.

5.3 OBLIGATION TO PAY FEES

The Client’s obligation to pay a Recovery Fee or a Location Fee as defined under the terms of this Agreement arises immediately upon the submission of Objects to the ALR for Registration by the Client.

5.4 CURRENT MARKET VALUE

a) The Recovery Fee and Location Fee are based upon the current market value of an item at the time of Location or Recovery (the “Current Market Value”).

b) If the Current Market Value of an Object cannot be agreed between the Parties it will be calculated as follows.

c) The ALR will seek a qualified appraisal of the Current Market Value of any recovered Object (“Appraisal”). The Client agrees to cooperate and respond promptly to reasonable requests for information for the purposes of the Appraisal.

d) On receipt of the Appraisal the ALR will submit it to the Client.

e) Within thirty (30) days the Client will accept or contest the Appraisal. A failure to respond within that time will be deemed an acceptance of the Appraisal by the Client.

f) Should the Client wish to contest the Appraisal the Client shall give written notice to the ALR, and if the Current Market Value cannot be agreed between them the Parties will then jointly apply to the Royal Institution of Chartered Surveyors (“RICS”) for a further and final appraisal (“the Final Determination”). The cost of this procedure shall be the responsibility of the Client and the Final Determination shall be conclusively binding on both parties.

g) The Recovery Fee or Location Fee shall be payable within thirty (30) days of acceptance or deemed acceptance of the Appraisal, or in the event of an application to the RICS, within fifteen (15) days from receipt of the Final Determination.

5.5 POST RECOVERY DISPOSITION

Provided that it is not contrary to the terms of the Client’s relationship with any other interested party, the ALR is hereby appointed and designated to act on behalf of the Client with respect to any disposition of a recovered Object where the ALR is entitled to a Recovery Fee if it is proposed to sell the recovered Object.

5.6 ADDITIONAL COSTS

a) Provided that such costs have been agreed by the Client in advance, the ALR shall also be entitled to recover from the Client any reasonable additional costs or expenses incurred by the ALR (including the payment of rewards authorised by the Client) in connection with either the Location, Recovery, disposition or attempted disposition of an Object, or any other item in respect of which the Client has suffered financial loss as a consequence of its theft or loss.

b) Such additional costs will be paid within thirty (30) days of the sending of an invoice by the ALR to the Client, and shall be a first charge in favour of the ALR on the proceeds of any disposition.

6. TIME FOR PAYMENT

All fees due under this Agreement will be payable within thirty (30) days of invoicing by the ALR. Time for payment shall be of the essence of this Agreement. If fees are not paid within this timescale then the ALR may choose to withhold notice to the Client of further Locations of Objects.

7. INTEREST ON LATE PAYMENT

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 at the rate of 3% per annum above the Bank of England base rate prevailing from time to time.

8. TAXES

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

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

9. THE ALR’S SERVICES

The ALR warrants to the Client that the services provided for under this Agreement will be provided using reasonable care and skill.

10. LIMITATION OF LIABILITY – The Client’s attention is specifically drawn to this clause

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

1. death or personal injury caused by its negligence;
2. fraud or fraudulent misrepresentation; or
3. any liability which cannot be limited or excluded by applicable law.

b) Subject to clause 10. a):

1. 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
2. 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) This clause 10 shall survive any termination of this Agreement.

11. CONFIDENTIALITY

a) The ALR is registered under the Data Protection Act (2018) (“DPA”) as a Data Controller. Unless the Client specifically permits disclosure, information provided by the Client will be kept confidential.

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 to search its Database and in the event of a match to an Object to notify not only the Client but also 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.

c) 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.

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.

12. WARRANTIES BY THE CLIENT

a) By registering an Object the Client warrants:

1. the accuracy and completeness of any information supplied to the ALR;
2. to fully, accurately and promptly disclose to the ALR any information which may be relevant to the Object’s ownership and location, to its recovery and disposition, any issues relating to tax or export licenses pertaining to the Object, any third party interests in the Object, or any other information which may be relevant to the ALR or assist in its recovery of the Object;
3. to cooperate fully with the ALR in order to ensure the accuracy of the Database, and notify the ALR as soon as it ceases to have an interest in any Object;
4. that it has a registrable interest in the Objects;
5. that where an Object is the subject of an insurance policy all relevant details of cover and the identity of the insurer have been provided.

b) The Client warrants that it will refrain from any actions or inactions which will reduce the possibility of the ALR receiving its Recovery Fee, and if in any doubt the Client will seek the consent and advice of the ALR as to its actions in relation to an Object.

c) In the event that the Client becomes aware of the possible recovery of an Object that has been registered as lost or stolen, or is contacted by any other party in relation to the possible recovery of a lost or stolen object, the Client warrants that it will contact the ALR immediately. The Client also warrants that it will keep the ALR advised of any and all negotiations relating to an Object or its recovery.

d) The Client warrants that the ALR has permission to reproduce any Object whether by photograph or by illustration (including by electronic means) 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 ALR’s use of any photograph or illustration of an Object in the conduct of its business.

e) The Client warrants that it will promptly notify the ALR in the event that an Object has been recovered and/or delivered to the Client by a third party; or the Client is approached by a third party holding information that may be relevant to the Location or Recovery of an Object; or the Client secures some benefit from the Location or sale of an Object.

f) The Client warrants 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, such consent shall not be unreasonably withheld or delayed.

13. INDEMNITY

The Client agrees to indemnify the ALR from any claim, loss or expense (including reasonable legal fees in defending any such claim) whatsoever and howsoever arising out of or relating to:

a) 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; and

b) any use by the Client of the Registration, or reference to the ALR or the Registration, in dealings with a third party which leads to the ALR being drawn into a dispute.

14. NO AGENCY OR PARTNERSHIP

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

15. TERMINATION OF THE AGREEMENT

a) The Client may terminate this Agreement by no less than sixty (60) days written notice to the ALR (“Termination Notice”)

b) Termination Notice may not be served at any time by the Client in relation to an Object once the Client has been informed that the Object has been located, or that information has been received that might lead to its Recovery.

c) The termination of this Agreement will not result in the removal from the Database of the fact of the loss which is recorded in the Registration.

d) Once Termination Notice has been served the Client will become liable to pay an administration and management fee of £10 per year, or part year, since Registration in relation to each Object registered to cover the costs incurred up to the date of termination in maintaining the Registration on the Database. Termination will not be effective until this fee has been paid.

e) In the event that any Object is located following the termination of this Agreement the ALR will be under no obligation to provide the Location of the Object to the Client.

f) Without limiting its other rights and remedies, the ALR reserves the right to terminate this Agreement without prior notice to the Client, but will notify the Client of its decision to terminate.

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

16. PUBLICITY

The Parties will consult with each other and other relevant third parties, including any relevant law enforcement agency, in relation to any public statement to be made in relation to Objects or Recoveries covered by this Agreement.

17. NOTICES

a) Any notice given under this Agreement must be in writing and sent either by:

1. 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
2. registered post in which case such notice shall be treated as being received 2 working days after the date of posting.

b) 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).

18. 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.

19. WAIVER

a) 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.

b) No indulgence or extension of time which the ALR may grant to the Client will constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of the ALR in terms hereof, save in the event or to the extent that the ALR has signed a written document expressly waiving or limiting such rights.

20. 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.

21. THIRD PARTIES

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

22. CONFLICT

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.

23. PROPER LAW AND JURISDICTION FOR DISPUTES

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