Terms and Conditions
Interpretation
In these Terms and Conditions: The Client is the individual, company, or entity who contracts for our services. The Object(s) is the artwork or other item to which conservation services supplied by Schalkx Conservation Ltd relate. The Work refers to the provision of all services provided to the Client by Schalkx Conservation Ltd. Contract
Unless otherwise agreed in writing, these terms apply to all dealings between Schalkx Conservation and the Client. The Client’s written approval for the provision of services to be undertaken by Schalkx Conservation implies acceptance of the terms to the exclusion of any other terms that the Client purports to apply and all previous communications, whether written or oral. No purported variation of, or addition to these terms shall be effective unless agreed in writing. For a matter to be “agreed in writing” under these terms, it must be signed by the director of Schalkx Conservation Ltd. For each project undertaken, we will provide a written proposal which, subject to these terms, may include details of treatment stages, timings, fees and expenses. Authority
Unless the Client indicates in writing that certain individuals only are entitled to give approvals for the purposes of these terms or for any particular Project, we shall be entitled to assume that any of the persons dealing with us on behalf of your organisation may do so. Condition Assessment
The Client must ensure that the description and condition of the Object(s) as documented by Schalkx Conservation Ltd is accurate, and by submitting written approval for our Services, the Client confirms agreement to the description and condition of the Object(s). Agreed documentation
Schalkx Conservation Ltd and the Client agree that: a) prior to any work being carried out by Schalkx Conservation Ltd, an appropriate written or visual preliminary report shall be agreed between Schalkx Conservation Ltd and the Client as to the condition of the Object(s). b) for lengthy or complicated works, interim “update” reports may be made by Schalkx Conservation Ltd. Any such report shall be considered a part of this agreement and shall be conclusive evidence of the condition of the Object(s), the nature of the treatment and its intended result. c) after completion of the work by Schalkx Conservation Ltd, a Treatment Record including photographic documentation shall be made by Schalkx Conservation Ltd., outlining the techniques and materials used during treatment. Schalkx Conservation Ltd retains the copyright and other associated rights in all reports, drawings, photographs or other forms of documentation made under or in relation to the Object(s). Such reports, drawings or photographs or other documentation may not be reproduced in whole or in part without written consent from Schalkx Conservation Ltd which may or may not be given on such terms as the Director thinks fit or declined with or without reason. Agreed Work
Schalkx Conservation Ltd shall perform the agreed work as approved by the Client in writing. By accepting these Terms and Conditions, the Client confirms that he/she/it is the legal owner of the Object(s) or has all necessary rights and permissions to authorise Schalkx Conservation Ltd to carry out the agreed work and there are no restrictions (whether financial or legal) on the Object(s). The Client shall reimburse Schalkx Conservation Ltd for all losses suffered by Schalkx Conservation Ltd in connection with any claim by any third party that the Client was not entitled to permit the agreed work to be carried out. Schalkx Conservation Ltd shall use all reasonable care and diligence in carrying out the agreed work. The Client hereby acknowledges that the Object(s) is subject to natural variations and deteriorations of colour, quality, markings and other visible and non-visible attributes. The Client hereby agrees and acknowledges that such variations and deteriorations are innate to the Object(s). Accordingly, the Client shall not seek to reject all or part of the Object(s), or make a claim against Schalkx Conservation Ltd, on the basis of any such natural variations or deteriorations. The Client hereby acknowledges that the need for further work may arise during the undertaking of the agreed work. Schalkx Conservation Ltd agrees to notify the Client of any such need for further work and any necessary changes to the specification and consequential change to the cost shall be agreed by Schalkx Conservation Ltd and the Client in writing before additional work is begun. Time
On receipt of written approval Schalkx Conservation Ltd will schedule the agreed work and notify the Client of the estimated completion date. Any dates or periods of time quoted in relation to the carrying out or completion of any work, or the making of any report or specification are estimates only although the Conservator will (subject to her/his duty to take reasonable care) endeavour to complete the agreed work as efficiently and as quickly as possible and within the estimated time.Cost
The estimated cost is indicative only and is not a fixed quotation unless previously agreed with the Client. The estimated cost shall be open for acceptance by the Client for a period of two calendar months from the date on which it is given. Where any such estimate is not accepted within two calendar months, the Conservator reserves the right to give a revised estimate, which shall be open for acceptance by the Client for a further period of two calendar months. The Client agrees to pay Schalkx Conservation Ltd the cost of the work to be carried out, the cost of documentation and any additional costs, as specified in the Treatment Proposal, and approved by the client in writing, in accordance with the payment terms below. Schalkx Conservation Ltd reserves the right to revise the estimated cost in accordance with any agreed changes to the specification. Schalkx Conservation Ltd reserves the right to require the Client to pay 50% of the estimated costs in advance of commencing the agreed work, based upon the scale of the work and anticipated associated costs. If 50% payment in advance is required, it must be paid by the Client prior to Schalkx Conservation Ltd commencing the agreed work. All estimates given are exclusive of VAT which shall be payable at the applicable rate. Additional costs
The Client agrees to pay Schalkx Conservation Ltd, in accordance with the payment terms below, all out of pocket costs reasonably and necessarily incurred by the Conservator in carrying out the work specified in the Contract, such expenses to include (but not be limited to) the cost of estimates, materials, equipment hire, travel, carriage, research, technical analysis, visits, photographs and consultation. The Client shall be notified in writing where any such costs are likely to exceed the amount specified in the Treatment Proposal.Terms of payment
Payment is due from the Client within twenty-eight days of the date of any invoice submitted by Schalkx Conservation Ltd. If any invoice is not paid within twenty-eight days the invoice total shall bear compound interest at the rate of 3% above the base lending rate determined by the Bank of England, such interest being payable from the invoice due date until the date of receipt of cleared funds by Schalkx Conservation Ltd. Schalkx Conservation Ltd reserves the right to cease work on the Object(s) for which payment of any invoice remains outstanding for more than twenty-eight days from the date of invoice. Schalkx Conservation Ltd reserves the right to retain possession of the Object(s) until all the invoices which relate to the Object(s) have been paid in full. The entitlement of Schalkx Conservation Ltd to charge a storage charge is set out below. Completion
Schalkx Conservation Ltd shall notify the Client of completion of the work by email unless otherwise agreed by Schalkx Conservation Ltd and the Client. It is the Client’s responsibility to notify the Conservator of a change of email/ telephone/address.Collection and Storage
The Object(s) shall be collected by the Client (or the Authorised Signatory) from Schalkx Conservation Ltd within one calendar month of notification of completion. If not so collected, Schalkx Conservation Ltd shall be entitled to charge a storage charge to cover storage costs reasonably incurred by Schalkx Conservation Ltd, such storage charge being payable from the date on which the one calendar month collection period expires until the date of collection. If the Object(s) is not collected within six months of the date of notification of completion then, after giving 30 days' written notice of its intention to do so, Schalkx Conservation Ltd shall be entitled to sell all or part of the Object(s) to recover from the net proceeds of sale any unpaid sums as may be due to Schalkx Conservation Ltd under or in relation to this agreement. If Schalkx Conservation Ltd does sell all or part of the Object(s) and the proceeds of sale are greater than the sums due, Schalkx Conservation Ltd shall pay to the Client any excess amount less the costs associated with the sale of such Item. Schalkx Conservation Ltd shall use its best endeavours to obtain the best price obtainable for the Object(s). Receipt of goods confirms approval of treatment and agreement between Schalkx Conservation Ltd and Client of satisfactory condition. Cancellation
Where the Contract is cancelled by the Client prior to completion of the agreed work, the Client shall be liable to pay to Schalkx Conservation Ltd the cost of any documentation and work already carried out and any additional costs reasonably incurred by Schalkx Conservation Ltd prior to the date of cancellation, which may include (but is not limited to) the costs of travel, equipment hire, raw materials purchased and, if any deposit paid by the Client is greater than the costs incurred by Schalkx Conservation Ltd at the point of cancellation by the Client, the excess shall be paid to the Client. Unless Schalkx Conservation Ltd is negligent in undertaking the agreed work up until the date of cancellation by the Client, Schalkx Conservation Ltd will not accept any liability for any damages, costs, claims and expenses which result from incomplete conservation treatment following cancellation or nonpayment of money due from the Client to the extent that such loss would not have arisen had such agreed work been completed. Risk
This contract is based on the Client accepting responsibility to insure in such sums and for such risks as the Client shall think fit and no such insurance is carried by Schalkx Conservation Ltd, nor shall the conservator be liable in the event of theft, loss, or damage. Under special circumstances following agreement recorded in writing only Schalkx Conservation Ltd will undertake to obtain insurance for the client for which payment would be due in advance. The Client shall be responsible for arranging transit of the Object(s) to and from Schalkx Conservation Ltd unless otherwise agreed in writing and the Client shall be responsible for the insurance of the Object(s) whilst in transit. If the agreed work is undertaken on the Client's premises, then (a) Schalkx Conservation Ltd shall be responsible for any loss or damage to the Object(s) caused as a result of the Conservator's negligence, or (b) in all other circumstances the Client shall be responsible for any loss or damage to the Item and shall take all necessary steps to insure the Object(s). Liabilities
Schalkx Conservation Ltd is excluded from all liability to the Client except for professional liability involving the neglect or default of Schalkx Conservation Ltd, its servants or agents. Under no circumstances shall the liability of Schalkx Conservation Ltd include losses related to any business of the Client such as loss of profit. This clause shall not exclude the liability of Schalkx Conservation Ltd for any death or personal injury caused by Schalkx Conservation Ltd. Third parties
Where Schalkx Conservation Ltd recommends to the Client any work to be carried out whether such recommendation is made in a report or otherwise, Schalkx Conservation Ltd is excluded from all liability to the Client in relation to any such work being carried out if and insofar as the Client engages a person other than Schalkx Conservation Ltd to carry out such work. Copyright
Schalkx Conservation Ltd retains the copyright of all reports, drawings and photographs prepared under this agreement which may not be reproduced in whole or in part without the consent of Schalkx Conservation Ltd. Consent may be given on terms by Schalkx Conservation Ltd, or declined, with or without reason. Variation
No alteration or variation to these terms and conditions shall be binding unless such alteration or variation is in writing and signed by Schalkx Conservation Ltd and the Client (or its Authorised Signatory). Arbitration
Any dispute or difference arising out of or in connection with these Terms and Conditions shall, if agreed by both Schalkx Conservation Ltd and the Client in advance, be referred to be determined by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with English law. The parties agree that any dispute between them will only be dealt with by the English courts, provided that, if the Client lives in a part of the United Kingdom other than England, the applicable law of that part of the United Kingdom will govern and any dispute will only be dealt with by the courts there. AGREEMENT
IN ENGAGING SCHALKX CONSERVATION LTD THE CLIENT AGREES THE ABOVE TERMS AND CONDITIONS OF BUSINESS.