Terms and Conditions
1. SPECIAL CONDITIONS OF THE COLLECTOR NETWORK PLATFORM
Pursuant to the CONDITIONS OF THE COLLECTOR NETWORK PLATFORM in the "Service mode contracted (annual duration)Contracted Service Mode (Annual Term)"(the "contracted modality"), the COMPANY is obliged to grant the Client a non-exclusive, non-transferable term license for use of the PLATFORM accessible through www.redcollectors.com (hereinafter the PLATFORM) in the contracted mode and under the conditions set forth below for the services contained in the web.
The PLATFORM offers technological services to art galleries that may include the inventory of works of art/contacts with the purpose of providing promotion and sales services, as well as a system of Customer Relationship Management (CRM) system to the CLIENT and allow importing works/contacts and any other service that is part of the contracted modality. The software, among others, may include the following services (depending on the modality contracted see ANNEX 1), as well as other complementary services that may be expressly agreed between the parties.:
- Inventory of works of art: Manage all the information related to your works. Share in private format to offer "To sell" through personalised advice. Create documents in Word, Excel and Pdf. Import and export all user information. Create digital catalogues.
- Artists: Organise artist information and documents including biography, documentation and catalogues. Creates the necessary documents.
- Reports: Organizes and forwards by mail all publications, catalogs and documents in Word or Pdf. Archive the documents in the contact.
- Contacts: Manage your contacts including their own documents. Create categories of your contacts. Create tasks to organize user activity. Link to Mailchimp campaigns.
- Fairs/Expos: Organize your exhibitions, fairs and promote them.
- Invoices: Create invoices with different VAT rates and concepts. File them and follow up collections.
The PLATAFORMA service is contracted for a period of 1 year as of its signature and shall be extended for successive annual periods, unless either of the Parties denounces it in writing at least 1 month prior to its expiration.
Specific terms and conditions for the provision of services
By contracting the PLATFORM, THE COMPANY grants the CLIENT a limited and non-exclusive licence to use the PLATFORM and will provide the services under the following terms and conditions:
- The CLIENT is solely responsible for the selection of the PLATFORM and estimates that it fits his needs.
- In addition, when placing the order, the CLIENT declares that he/she has the necessary legal capacity to enter into contracts and that the information provided for the conclusion of the contract is complete and truthful.
- By virtue of the present contract the CUSTOMER undertakes:1) Not to commercially exploit the software; 2) Not to allow reverse technical handling, disassembly or decompiling of the program by any of its employees or contractors; 3) To make only the permitted copies and to use them only for the authorized uses;4) To use the software exclusively on the computers owned by it; 5) Not to make modifications to the software; 6) Not to make new works based on the licensed software (derivative works); 7) To acquire the necessary hardware, and to condition the place of use of the software with the sufficient electrical and data connections for the correct operation of the same one.89) Not to sublicense the use of the software object of the present contract; 9) Not to reproduce, modify, adapt, maintain, correct errors, assign, sell, lease, lend, transfer the right of use, disclose, publish, etc., the PLATFORM, neither partially nor totally. In all matters not expressly regulated in this Agreement, the parties refer to the provisions of the Intellectual Property legislation.
- The CLIENT acknowledges that the PLATFORM is provided as described on the website. RED COLLECTOR, S.L. will propose updates and improvements and the CLIENT will decide whether to include them, unless it is a structural improvement of the application. In the event that the CUSTOMER wishes developments not contemplated by the PLATFORM, its feasibility and scope will be studied and if it is possible to do so, a schedule or a budget for it will be proposed, which must be accepted by both parties.
- In no event shall the COMPANY be liable for any damages, including loss of profits, loss of savings or any kind of damage arising as a result of the use of the PLATFORM at the risk and peril of the CLIENT.
THE COMPANY is the owner of the copyright on the PLATFORM and therefore reserves the rights of reproduction, public communication, distribution, importation, translation and any transformation of said programme, by any means known or to be known.
Notifications/customer service/support and after-sales services/complaints
If you wish to contact us in relation to these Terms, if you have any questions, comments, complaints or claims, or wish to send any other type of notification regarding your licence or request information about the PLATFORM you may do so via the contact details set out in the header.
Any breakdowns or malfunctions of the PLATFORM will be communicated to RED COLLECTOR, S.L. by email.
RED COLLECTOR, S.L. will make its best efforts to resolve incidents within the following periods:
- Critical incident: 5 days. Critical incident is understood to be: incidents which, within the framework of the provision of services, significantly affect the CUSTOMER.
- Serious incident: 7 days. Serious incidents are understood to be: incidents which, within the framework of the provision of the Services, moderately affect the CUSTOMER.
- Minor incident: 10 days. Minor incidents are understood to be: incidents that are limited to hindering the provision of services.
Ordering of treatment and other treatments
By means of the present clauses, the COMPANY, as data processor, is authorised to process on behalf of the COMPANY, as data controller, the personal data necessary to provide the service specified hereinafter.
The processing shall consist of the development and maintenance of the PLATFORM provided for in this Contract.
Upon termination of this contract, the processor must return the personal data to the controller, and delete any copies held by the controller. However, it may keep the data blocked in order to deal with possible administrative or jurisdictional responsibilities.
The data processor and all its staff are obliged to:
- Use the personal data to which you have access only for the purpose for which you have been instructed. Under no circumstances may you use the data for your own purposes.
- To process the data in accordance with the instructions of the data controller.
- If the processor considers that any of the instructions infringes the GDPR or any other data protection provisions, the processor shall immediately inform the controller.
- Not to communicate the data to third parties, except with the express authorisation of the data controller, in the legally admissible cases.
- Maintain the duty of secrecy with regard to personal data to which it has access by virtue of this assignment, even after the end of the contract.
- Ensure that the persons authorized to process personal data undertake, expressly and in writing, to respect confidentiality and to comply with the corresponding security measures, of which they must be duly informed. and to comply with the corresponding security measures, of which they must be duly informed.
- Keep at the disposal of the person responsible the documentation accrediting compliance with the obligation established in the previous section.
- Ensure the necessary training in personal data protection for persons authorised to process personal data.
- Notification of data security breaches
The processor shall notify the controller, without undue delay and via the e-mail address provided by the controller, of any breaches of security of the personal data under its control of which it becomes aware, together with all relevant information for the documentation and communication of the incident.
At least the following information shall be provided:
- Description of the nature of the personal data security breach, including, where possible, the categories and approximate number of data subjects affected, and the categories and approximate number of personal data records affected.
- Contact person's data for further information.
- Description of the possible consequences of the personal data breach. Description of the measures taken or proposed to be taken to remedy the personal data breach, including, if applicable, measures taken to mitigate the possible negative effects.
If and to the extent that it is not possible to provide the information simultaneously, the information shall be provided gradually without undue delay.
- Make available to the controller all information necessary to demonstrate compliance with his or her obligations, as well as for audits or inspections carried out by the controller or another auditor authorised by the controller.
- Assist the controller in implementing the necessary security measures to:
- a) Ensure the ongoing confidentiality, integrity, availability and resilience of treatment systems and services.
- b) Restore availability and access to personal data quickly, in the event of a physical or technical incident.
- c) Verify, evaluate and assess, on a regular basis, the effectiveness of the technical and organizational measures implemented to ensure the security of the processing.
- Destination of data
The information uploaded by the CUSTOMER in the application will be its property and the COMPANY must keep it confidential, not use it for purposes other than those provided for in this contract or those indicated in the law and anonymise or destroy it when requested by the CUSTOMER.
However, the service provided by the COMPANY requires the CUSTOMER to register to access your account. In that case, the COMPANY may ask for personal information (name, email address, phone number, etc. that we will store with your account). Such personal information may be used to keep you informed (including by electronic means) of news related to the PLATFORM and other similar products, send you a newsletter, invite you to events and other similar actions. In addition, the COMPANY will perform statistics, profiles and data analysis regarding the activity that takes place on the PLATFORM and user behavior, always keeping confidential the identity and personal data of the CUSTOMERS.
2. SPECIFIC CONDITIONS FOR THE PURCHASE AND SALE OF WORKS
2.1 Catalog and sales prices of works of art
- THE COMPANY and THE CLIENT have established by mutual agreement a catalog of works and their reference prices to be offered by THE COMPANY through its PLATFORM or any other means for sale to a final customer of any kind.
- THE CLIENT guarantees that the price and conditions of sale offered through THE PLATFORM are equal to or better than those offered by the CLIENT through its art gallery or its intermediation.
- The final price of the works may be adjusted by mutual agreement between COMPANY and CUSTOMER to close the sale to the final customer.
- VAT or any other applicable tax will be applied to the final sale price to the end customer.
2.2 Guarantee on the works and their origin
The CLIENT, in its capacity as art expert, guarantees that the works of art included in its catalog exhibited on the PLATFORM:
- are authentic and original, and were created by the author indicated in the catalog of works and, if applicable, have a certificate of authenticity,
- are not subject to encumbrance in any way or are damaged or have visible or hidden defects or flaws,
- as obligated parties has complied with the requirements of Law 10/2010, of April 28, 2010, and therefore (among others) knows the origin of the work and has procedures in place to avoid suspicious transactions and comply with said Law,
- the possession of the work of art by its owner is legal and peaceful and the CLIENT is legally entitled to dispose of such work of art; and
- has all the necessary authorizations for its sale within and outside the national territory -as applicable-.
The CUSTOMER shall hold harmless THE COMPANY for any damages or claims it may suffer due to breach of this warranty by either the end customer or any third party (including defense costs).
2.3 Resale of the work of art to the end customer
- THE COMPANY will proceed to acquire from the CUSTOMER the requested artwork conditioned to its simultaneous resale to the final customer.
- The sale and purchase to the final customer will not be effective and therefore, the simultaneous sale and purchase by the COMPANY to the CUSTOMER will not be perfected until the delivery to the final customer of the work of art object of the sale and purchase.
- From the final price excluding VAT of the work paid by the end customer to the COMPANY, the latter will retain a percentage of 20%, plus the costs charged for transport to the end customer and any other necessary for the sale, the remaining amount being the purchase price of the work by the COMPANY to the CUSTOMER including VAT (hereinafter, the Price of the work).Price Gallery).
- Unless otherwise agreed, the payment of the Gallery Price by the COMPANY to the CUSTOMER shall be made by bank transfer within 30 days from the completion of the sale to the end customer and upon receipt of the invoice by the CUSTOMER.
- THE CUSTOMER acknowledges that the sale of the artwork by the end customer may constitute a distance sale and the end customer as a consumer may exercise his right of withdrawal under the General Law for the Protection of Consumers and Users. The CLIENT accepts that, in such a case, the COMPANY may also withdraw from the sale in the same terms as the consumer, returning the work and reimbursing the amount to the CLIENT once the corresponding invoice has been cancelled.
- The work of art shall be delivered directly by THE CLIENT to the end customer, at the risk and expense of THE CLIENT, who shall for this purpose take out a damage insurance policy and contract the corresponding transport according to what has been agreed with the end customer regarding the place of delivery, date and other details.
- Delivery shall preferably take place within 15 days of receipt by the CUSTOMER of the sales document with the end customer sent by the COMPANY, unless the CUSTOMER and the end customer agree on another delivery period.
- The works of art shall be adequately packed and shall be shipped in accordance with the normal requirements of art carriers in such a way as to guarantee the quality of delivery at a minimum transportation cost. As agreed, the CUSTOMER shall provide certificates of origin or warranty as deemed necessary.
- 3. GENERAL CONDITIONS
- MODIFICATION: The COMPANY reserves the right to modify the GENERAL CONDITIONS from time to time, without prejudice to the fact that those applicable to the contract shall be those in force at the time of contracting with the COMPANY.
- ASSIGNMENT: Unless otherwise agreed, the assignment to third parties by the CUSTOMER of the rights and obligations arising from this contract is expressly prohibited.
- INFORMATION - The CUSTOMER agrees to provide the COMPANY with the information requested by the COMPANY to ensure compliance with Law 10/2010, April 28, 2010, and the proper execution of this contract. 10/2010, of April 28, and the proper execution of this contract.
- MODIFICATION: The modification of any of the conditions established in this contract shall require the written agreement of the CUSTOMER and the COMPANY.
- CONFIDENTIALITY and PERSONAL DATA - The parties will treat the personal data provided to each other to provide the requested service and perform the billing thereof. The data provided will be kept as long as the business relationship is maintained or for the years necessary to comply with legal obligations. Both parties undertake to keep the most absolute secrecy regarding the personal data to which they have access in compliance with this contract and to ensure, prior to and throughout the treatment, compliance with applicable law. The data will not be transferred to third parties except in cases where there is a legal obligation. The signatories have the right to obtain information on data protection, access, rectify inaccurate data or request deletion of their personal data when the data is no longer necessary at the following e-mail address email@example.com
- The Parties are obliged to keep absolute confidentiality on the information and documentation that both Parties provide to each other or have access to during the provision of the Service. Both Parties are obliged not to disclose, nor use directly or indirectly the information and knowledge acquired, derived from the contractual relationship agreed between the Parties in other services that are not the object of this contract without prior and explicit authorization from the other Party.
- The Parties undertake to take the necessary measures, both with respect to their employees and third parties, to ensure compliance with the provisions of this clause.
- SUSPENSION OR TERMINATION OF SERVICES - The COMPANY shall have the right, immediately and without liability, to either suspend or terminate the provision of services or purchase and sale in the event of the Customer's failure to comply with its obligations hereunder and if such failure is not remedied within 10 days after notice of such failure is served on the Customer.
- The COMPANY's liability for loss, damage or expense of any nature whatsoever shall under no circumstances exceed an aggregate total of the annual contract amount.
- The COMPANY assumes no liability whatsoever for indirect and/or consequential loss or consequential damages, including without limitation loss of profits, loss of business, revenue or, profits, loss of opportunity and damage to reputation. The COMPANY also assumes no liability for any losses, damages or expenses that may arise directly or indirectly from third party claims or demands that the Customer may have incurred.
- APPLICABLE LAW AND JURISDICTION - The parties, waiving their own jurisdiction, if any, submit to the Courts and Tribunals of the city of Madrid.
- This Agreement is of a commercial nature and shall be governed by its own clauses and in all matters not foreseen therein, the parties shall abide by the provisions of the Code of Commerce, commercial uses and, in the absence thereof, by the provisions of the Civil Code.