Terms and Conditions

Our terms

1. These terms

1.1 What these terms cover. These are the terms and conditions on which we supply the Services to you.

1.2 Why you should read them. Please read these terms carefully before you submit you order to us. These terms tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss.

2. Information about us and how to contact us

2.1 Who we are. We are Pictor Conservation LLP, a limited liability partnership registered in England and Wales. Our registration number is OC446375 and our registered office is at Unit D228 Parkhall Business Centre, 62 Tritton Road, London, SE21 8DE. Our registered VAT number is GB444165305.

2.2 How to contact us. You can contact us via email at studio@pictorconservation.com or via telephone at 020 8058 9214.

2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us.

2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

3. Interpretation

The following definitions apply in these terms:

Advisory Work: means any advisory work, as set out in the Quotation, which may be carried out by us in relation to the agreed Item, as set out in the Quotation, which may include but is not limited to Collection Care, Consultation Works, Technical Research or Training.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Collection Care: means services which may be provided by us, as set out in the Quotation, including monitoring and advice in relation to the environment where your art collection is held.

Commencement Date: means such date that we shall endeavour commencing the Services, as either set out in the Quotation or as otherwise agreed in writing by the parties.

Condition Reports: means any written reports which may be provided by us, as set out in the Quotation, whereby we assess the condition of the Item and produce a report in support.

Conservation Works: means any such conservation or restoration work to be carried out by us in relation to the agreed Item, as set out in the Quotation, which may include but is not limited to Remedial Conservation Works or Preventative Treatments.

Consultation Works: means consultation services, as set out in the Quotation, which may be provided by us including general advice on conservation treatments, documentation, technical analysis, storage and movement of any Item.

Courier Assistance: means to the extent set out in the Quotation, accompanying the painting in transport.

Expenses: means any costs reasonably incurred by us in connection with the Services, including but not limited to the costs of travel, equipment hire and any materials purchased.

Hidden Defect: means a defect in the Item which was both (a) not reasonably apparent on either completion of the Services or cancellation pursuant to clause 13 (as applicable); and (b) caused directly by us failing to provide the Services using reasonable care and skill.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Item: means all and any such pieces of artwork as set out in the Quotation.

Non-Damage Complaint: means a complaint or claim brought by you in respect of the Services, albeit you are not alleging that such Services has resulted in any damage to the Item.

Order: means your order for the Services given in accordance with clause 4.1.

Our Premises: means such premises as notified by us in the Quotation or as otherwise agreed by the parties.

Preventive Treatments: means any non-remedial procedures, as set out in the Quotation.

Quotation: means the quotation or any other form of proposal provided to you by us, whether verbal or otherwise, setting out the Services.

Remedial Conservation Works: means any practical treatments on the Item, as set out in the Quotation.

Reports: means the preparation and supply by us of any written reports, descriptions, analysis and consultations, as set out in the Quotation, including but not limited to any Condition Reports.

Services: means those services to be provided to you as set out in the Quotation, including but not limited to any Conservation Works, Advisory Work, Courier Assistance or Reports.

Technical Research: means any research which may be carried out for your benefit, as set out in the Quotation, which may include but is not limited to writing essays on artist technique based on published research.

Training: means any training which might be provided by us for your benefit, as set out in the Quotation, which may include training provided to your staff in relation to movement, storage or handling of any artwork.

Your Default: has the meaning set out in clause 11.2.

Your Premises: means a suitable premise controlled by you which holds the Item and for which we shall be entitled to attend in order to carry out the Services until either completed or otherwise agreed by you and us.

4. Our contract with you

4.1 You shall be deemed to have made an order for Services following the earlier of:

(a) you accepting, whether verbal or otherwise, any Quotation or other proposal made by us in connection with the Services; or

(b) you providing us with access to the Item for the purposes of us carrying out the Services.

4.2 Our acceptance of your Order will take place when we tell you in writing that we are able to provide you with the Services or when we commence the Services (whichever is earlier), at which point a contract will come into existence between you and us.

4.3 If for whatever reason we are unable to accept your order for Services, we will inform you of this and will not charge you for the Services.

4.4 Any Quotation provided shall not constitute an offer, and is only valid for a period of 3 calendar months from its date of issue.

5. Your rights to make changes

If you wish to make a change to the Services, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the cost of the Services, their timing or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

6. Our rights to make changes

6.1 We may change the Services to reflect changes in relevant laws and regulatory requirements or to implement minor technical adjustments and improvements.

6.2 You hereby acknowledge that given the nature of the Services, the need for further work may be discovered during the undertaking of the Services, in which case we shall notify you of any such need together with any consequential changes to the extent and cost of the work, which shall then be agreed between the parties before work continues.

7. Providing the Services

7.1 We will supply the Services to you from the Commencement Date. An estimated completion date for the Services will be conveyed to you during the order process; however, whilst we will use reasonable endeavours to meet such proposed dates, these shall be estimates only and time shall not be of the essence for performance of the Services.

7.2 We warrant to you that the Services shall be provided using reasonable care and skill. No other warranty or representation, express or implied, shall apply under and/or in connection with the Services.

7.3 We may have to suspend the services to:

(a) deal with technical problems or make minor technical changes;

(b) update the services to reflect changes in relevant laws and regulatory requirements;

8. The Conservation Works

8.1 To the extent that the Services include Conservation Works, by accepting these terms and conditions, you warrant, represent and undertake that either:

(a) you are the legal owner of the Item; or

(b) you have all necessary rights and permissions to authorise us to carry out the Conservation Works,

and that there are no financial, legal or other restrictions relating to the Item which may prevent us from carrying out the Services.

8.2 In the event that it is discovered that, for whatever reason, you are in breach of clause 8.1 and/or do not have the authority to:

(a) permit the Services to be carried out; and/or

(b) to permit the Item to be imported into the United Kingdom,

you hereby agree to indemnify us for all losses, costs, damages and expenses incurred by us as a result, including but not limited to any such losses incurred in connection with any third parties claims that may arise.

8.3 Pre-treatment, during treatment and post treatment reports (whether verbal or in writing) are available on request and are not a mandatory condition of Conservation Works being carried out. We undertake to reasonably inform you of all progress, timings, costs and outcomes of any work.

8.4 An Item is subject to natural variations and deteriorations of colour, quality, markings and other visible and non-visible attributes, and that such attributes and variations are innate to the item. Accordingly, you acknowledge that you shall not seek to reject all or part of the Item following the Services being carried out, or to make a claim against us on this basis.

9. Reports

9.1 Where the Services include Reports, such Reports produced by us which include a description or condition assessment of an Item are intended and agreed to be a reasonable and accurate description, however it is acknowledged by you that examinations of Items are limited by the conditions at the time and their location and this may result in certain attributes of the Item not being included in a description that may be included in such Report. Any Report is therefore provided on an advisory basis only and may not be considered a complete and absolute description of the Item.

9.2 Any Reports shall be for your benefit only. No part of any report of advice produced for you by us shall be reproduced, transmitted, edited, abridged, changed, reproduced or disclosed to any third party in part or whole unless, in our absolute discretion, we provide prior written consent.

9.3 In the event that, in our absolute discretion, we consent in writing to the disclosure of any Reports to any third party, we shall not be liable for any such third party which relies upon any such Reports or advice.

9.4 Other than Intellectual Property Rights in any materials provided by you, we shall retain ownership of all Intellectual Property Rights in or arising out of or in connection with any Reports or any other written material produced by us (including but not limited to any documents, written correspondence such as emails or photographs or drawings).

10. The Item, Risk and Insurance

10.1 In order to carry out the Services, you will provide us with access to the Item. When carrying out the Services, whether:

(a) we will attend Your Premises; or

(b) you will instead arrange for the Item to be delivered and subsequently kept at Our Premises,

shall be agreed by the parties prior to the commencement of the Services (or as thereafter agreed in writing by both parties).

10.2 Risk in the Item shall at all times remain with you, irrespective of whether the Item is situated at Your Premises, Our Premises or in transit.

10.3 You will be solely responsible for ensuring that the Item remains at all times fully insured, including but not limited to those times that the Item is at Your Premises, is in transit or is situated at Our Premises. For the avoidance of doubt, we shall neither insure nor be responsible for insuring the Item at any time, irrespective of where it is held.

10.4 In the event that it is agreed that we will attend Your Premises in order to carry out the Services, you shall:

(a) provide us with access to Your Premises, together with such facilities as we may require in order to carry out the Services;

(b) provide all utilities as necessary for the performance of the Services;

(c) keep all our materials, equipment, documents and other property (Pictor Materials) at Your Premises in safe custody at your own risk, maintain the Pictor Materials in good condition until returned or collected by us and you shall not dispose of or use the Pictor Materials other than in accordance with our written instructions or authorisation;

(d) to the extent applicable and not already covered in the Quotation, provide us with access to Your Premises upon our request so that we can undertake an initial site visit whereby we need to engage technicians to facilitate access or removal, or to assist in handling, of an Item (for which we will be entitled to charge an agreed cost);

(e) ensure that Your Premises are not dangerous to the health and safety of those persons carrying out the Services (including but not limited to you, at your own cost, carrying out a suitable risk assessment and taking any necessary action to ensure a safe environment); and

(f) take such additional action as may be stipulated in the Quotation.

10.5 Where it is agreed that the Item will be delivered and subsequently kept at Our Premises until completion of the Services, in addition to your obligations under clause 10.3:

(a) you will be solely responsible for arranging and undertaking the delivery, unloading and collection of the Item at Our Premises;

(b) you will ensure that you notify your insurers that the Item will be at kept at Our Premises and that that such Item remains fully insured for the duration of time that it is stored at Our Premises;

(c) upon request, you shall provide to us suitable confirmation from your insurers that the Item will be fully insured whilst situated at Our Premises;

(d) unless otherwise agreed by us in writing, you shall ensure that any crates or frames accompanying the Item are removed from our Premises following delivery; and

(e) you shall take such additional action as may be stipulated in the Quotation.

10.6 For the avoidance of doubt, if as part of the Services we agree to provide you with Courier Assistance, the provisions contained in this clause 10 shall continue to apply, with Risk in the Item remaining with you at all times.

11. Your obligations

11.1 Notwithstanding your specific obligations in relation to the Item as set out in clause 10, you shall:

(a) ensure that the terms of the Order are complete and accurate;

(b) co-operate with us in all matters relating to the Services;

(c) provide us with such information and materials as we may reasonably require in order to carry out the Services, and ensure that such information is complete and accurate in all material respects;

(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and

(e) take such additional action as may be stipulated in the Quotation.

11.2 If our performance of the Services are prevented or delayed by any act or omission by you or failure by you to perform any of your obligations in clause 10 or this clause 11 (Your Default):

(a) without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy Your Default, and to rely on the Your Default to relieve us from the performance of any of our obligations in each case to the extent Your Default prevents or delays the performance of any of our obligations;

(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform the Services; and

(c) you shall reimburse us on written demand for any costs, Expenses or losses sustained or incurred by us arising directly or indirectly from Your Default.

12. Charges and payment

12.1 Our charges for the Services will be calculated principally on a time and materials basis. If, for any reason, the Services do not proceed to completion, we will still be entitled to charge you for work carried out up to the date of such work ceasing.

12.2 Whilst we will endeavour to provide you with an estimate of our charges where requested, any such estimate will be based on the information available to us at the time. In the event we discover that further work is required than originally anticipated (for example, the Item requires further Conservation Work than originally expected), we shall notify you of any such additional work and/or consequential increase in charges, with such additional works and charges to be agreed prior to us continuing with the Services.

12.3 We shall typically invoice you for the Charges on completion of the Services; however, depending on the circumstances, we may in our discretion instead raise interim invoices during the course of the Services being provided. Any invoices will only be submitted to you and not to any other party that was not named or included in the initial Quotation/Order.

12.4 You shall pay each invoice submitted by us:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by us, and

time shall be of the essence in relation to payment of such invoices.

12.5 All amounts payable by you are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made to you by us, you shall, on receipt of a valid VAT invoice, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

12.6 Notwithstanding our rights under clause 12.7, if you do not pay us for the Services when you are supposed to (see clause 12.4) and you still do not make payment within a further 14 days of us reminding you that payment is due:

(a) we may, subject to clause 12.8, charge interest to you on the overdue amount at the rate of 4% a year above the base rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount; and/or

(b) we may suspend the Services until you have paid us the outstanding amounts.

12.7 To the extent that the Item is kept at Our Premises, we shall have a general and particular lien on such Item as security for payment of all sums due to us in relation to the Services. If an invoice for the Charges is not paid in full on its due date for payment, we may, without prejudice to our other rights and remedies, continue to hold such Item in our possession at Our Premises and charge you a reasonable storage fee based on market rates, such charges accruing from the date upon which the Charges become due for payment and ending on the date of payment in full.

12.8 If you think an invoice is incorrect, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

13. Cancellation

13.1 Subject to clause 14.1, you may end the contract for the Services at any time by giving us at least 7 days prior written notice.

13.2 We may end the contract at any time by writing to you if:

(a) you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;

(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services;

(d) you are in breach of any provisions contained in these terms and conditions; or

(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these terms and conditions have been placed in jeopardy; or

(f) you ask us to carry out any Services which we consider, in our sole opinion, to be contrary to, or cause a breach of, any professional bodies’ standards or codes of conduct to which we are subject, including but not limited to The Institute of Conservation and their codes of conduct and professional standards and ethics.

14. Consequences of cancellation or completion of the Services

14.1 Where the Services are either completed or this contract terminates early for whatever reason (including pursuant to clauses 13.1 or 13.2 above):

(a) you will immediately pay all our outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has yet been submitted, we may submit an invoice for all such Charges and Expenses concerning the period up to the completion/termination date, which you shall then pay immediately on receipt;

(b) subject strictly to you making payment of all Charges and Expenses pursuant to clause 14.1(a) and failing which our right to keep hold of the Item in accordance with clause 12.7, where the Item is held at Our Premises at completion/termination of the Services, you shall promptly collect or procure the collection of the Item at your cost from Our Premises.

14.2 To the extent that following completion or termination of the Services you fail to collect the Item pursuant to clause 14.1(b) and we continue to hold such Item in our possession at Our Premises, we shall be entitled to charge you a reasonable storage fee based on market rates, such charges accruing from the date upon which the Charges become due for payment and ending on the date of collection. If the item is not collected within six months of the date of notification of completion or termination of the Services, we may then – after giving you a further 30 days’ notice of our intention to do so – sell or otherwise dispose of some or all of the Item in our possession, as your agent and at your expense and risk, and shall remit the proceeds of sale or disposal of such Item to you after deduction of all amounts due to us (including the storage fees) and the expenses incurred by us for the sale or disposal of the Item. We shall not be liable for the price obtained for the sale or disposal of the Item.

15. Our responsibility for loss or damage suffered by you

15.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence (or the negligence of our employees, agents or subcontractors); for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the services.

15.2 Damage to the Item. Subject strictly to the remaining terms of this clause 15, only if damage is caused to the Item as a direct result of our failure to use reasonable care and skill when carrying out the Services shall we be liable for such damage.

15.3 Cap on liability. We have obtained professional indemnity insurance cover in respect of our own legal liability for individual claims not exceeding £1,000,000. Subject to clause 15.1 and notwithstanding the other terms of this clause 15, our liability shall therefore be strictly limited to £1,000,000 in respect of any one event or series of connected events.

15.4 Loss or damage to the Item. As per clause 10.3, it is your responsibility to ensure that the Item remains fully insured at all times, including but not limited to when the Item is either in transit, at Our Premises or is stored at any other location. For the avoidance of doubt, save solely for where damage to the Item is caused by our failure to use reasonable care and skill when carrying out the Services pursuant to clause 15.2, we shall not be liable in any way for any damage caused at any time to the Item, including but not limited to any such damage arising from fire, flooding, impact, theft, malicious damage, changes to environmental conditions or accidental damage.

15.5 Obligation to inspect. Upon either completion of the Services or cancellation pursuant to clause 13 (as applicable), you are under an obligation to inspect the Item to ensure it is free from any damage. If you believe that the Item has been damaged by us whilst we carried out the Services (or believe that the Services were not provided with reasonable care and skill), you shall notify us within 30 days from the date that the Services were completed or cancelled pursuant to clause 13 (as applicable). Unless a Hidden Defect is discovered in accordance with clause 15.6, we shall not be liable for damage caused to the Item or a breach of our obligation to provide the Services with reasonable care and skill if you fail to notify us within this 30-day time period.

15.6 Hidden Defect. To the extent that you discover a Hidden Defect to the Item as a direct result of our failure to use reasonable care and skill when carrying out the Services, you shall immediately notify us in writing of such defect. We will not however be responsible or liable in any way for any Hidden Defect to the Item where you notify us in writing more than 12 months after the date that the Services were either completed or cancelled in accordance with clause 13.

15.7 Non-Damage Complaint. Notwithstanding the contents of this clause 15 which shall continue to apply (including the time limits in clauses 15.5 and/or 15.6 which shall both apply where you are alleging that we have caused damage or defects to the Item), we will not be responsible or liable in any way in connection with any Non-Damage Complaint where you notify us in writing about such Non-Damage Complaint more than 12 months after the date that the Services were either completed or cancelled in accordance with clause 13.

15.8 Force majeure. We shall not be liable in any way for any breach under these terms if such breach arises from circumstances beyond our reasonable control; including but not limited to instances of flooding earthquake, epidemic, pandemic or other natural disaster.

15.8 Storage. We are not responsible for any loss or damage caused to the Item due to your acts or omissions, including but not limited to any damage caused by the manner in which you collect, transport or store the Item.

15.9 Resolution of complaints. To the extent that you notify us that the Item has been damaged by us whilst we carried out the Services (or believe that the Services were not provided with reasonable care and skill), subject to the terms of this clause 15, we will (and you will do the same) act reasonably and in good faith in order to try and resolve the issue (to the extent that we are responsible). In order to evaluate your claims, you will promptly either:

(a) at your cost, deliver the Item to Our Premises; or

(b) if delivering the Item to Our Premises pursuant to clause 15.9(a) is not reasonably practicable, provide us with access to the Item at Your Premises (in which case we reserve the right, in our absolute discretion, to charge for all reasonable costs and expenses incurred attending Your Premises in order to carry out such evaluation).

15.10 We are not liable for unforeseeable or business losses We are not responsible for any loss or damage which are unforeseeable nor, where you are acting in the course of a business, are we liable for any, indirect or consequential losses, loss of profit, loss of business, business interruption, or loss of business opportunity.

15.11 We are not liable for any loss or change of value of the Item. We are not responsible for any change or loss of value to the Item as a result of any processes carried out, reports produced or any other work undertaken by the Company or its duly appointed sub-contractors.

15.12 Incomplete Services. In the event that, for whatever reason, this contract for Services is terminated or suspended prior to us completing the Services, to the extent that such liabilities would not have arisen if the Services had been completed, we shall not be responsible in any way for any damages, losses, costs, claims or expenses which result from such Services failing to complete, including but not limited to any conservation treatment that is not carried out or concluded.

15.13 Third Parties. Where we may recommend any work to be carried out in relation to the Item (whether such recommendation is made in a Report or otherwise), we shall not be responsible in any way for any damages, losses, costs, claims or expenses incurred by you or any third party which may result from such work being carried out, if and so far as you engage a third party other than ourselves to undertake such works.

15.14 Acting contrary to our advice. If you instruct us to carry out any Services which are contrary to our advice, for the avoidance of doubt, we shall not be responsible in any way for any damages, losses, costs, claims or expenses incurred by you or any third party which may result, directly or indirectly, from such Services being carried out.

16. How we may use your personal information

16.1 We will use the personal information you provide to us to:

(a) provide the Services;

(b) process your payment for such Services;

(c) if you agreed to this during the order process, to inform you about similar products that we provide, but you may stop receiving these communications at any time by contacting us; and

(d) in any other manner as set out in our privacy policy, found on our website.

16.2 We will only give your personal information to third parties where the law either requires or allows us to do so.

17. Other important terms

17.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. You may only transfer your rights or your obligations under these terms to another person with our prior written consent.

17.2 This contract is between you and us. No other person shall have any rights to enforce any of its terms.

17.3 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any paragraph (or any part of a paragraph) are unlawful, the remaining paragraphs (and, if applicable, remainder of the paragraph in question) will remain in full force and effect.

17.4 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things or prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date.

17.5 No alteration or variation to these terms shall be binding unless such alteration or variation is in writing and signed by both parties.

17.6 These terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with English and Welsh law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms or its subject matter or formation.