TERMS & CONDITIONS FOR SERVICES AND USING OUR WEBSITE
About us
Welcome to Seido Art Services!
We provide a range of professional fine art services (Services), and we’re looking forward to working with you.
When we talk about “Seido Art Services”, “we”, “our”, or “us” in these Terms, we are referring to Seido Art Services Ltd, a company registered in England and Wales (company number 12942760). Our registered office is at Kemp House, 160 City Road, London, EC1V 2NX.
And when we talk about “you”, that’s you – our client.
What are Services?
We are expert picture hangers, mirror hangers and art installers. We also offer art transportation and delivery, art wrapping and packing, art fair installation and exhibition installation. We can also supply and install versatile industry leading picture rail art hanging systems for evolving or rotating collections.
You can read a bit more about our Services options on our website accessible here: www.seidoartservices.com (Website).
About these Terms
We separated these terms into three parts, so they are easy to read and understand.
Those parts are:
PART A: Terms for when you engage us to perform Services
PART B: Terms for when you browse and interact with this Website
PART C: Liability and warranties, and interpretation provisions (applies to both engaging us to perform Services and browsing)
Before you engage us to provide Services, please carefully read these Terms. By accepting these Terms, or otherwise engaging us to provide the Services, you agree to be bound by these Terms.
We've also used a few other capitalised words and phrases as shorthand to refer to recurring concepts. Each of these are defined in brackets after the concepts are first mentioned.
Part A FOR WHEN YOU ENGAGE US TO PERFORM SERVICES
1. OVERVIEW
1.1 DURATION OF THESE TERMS
(a) These Terms apply to all your dealings with us, including being incorporated in all agreements, quotations, orders or bookings under which we are to provide Services to you.
(b) You will be taken to have accepted these Terms if you order, accept or pay for any Services provided by us after receiving or becoming aware of these Terms.
(c) These Terms commence on the date you accept these Terms in accordance with clause 1.1(b), and will continue in force including in relation to all bookings for Services made by you.
1.2 AGE REQUIREMENTS
(a) By engaging us to provide you with Services, you represent and warrant that you are either:
(i) over the age of 18 years and accessing the Services for yourself; or
(ii) under the age of 18 years and have your parent or guardian’s permission to access Services.
(b) If you are using Services and are under the age of 18, you must have the consent of and be accompanied by your parent and/or legal guardian in order to receive the Services.
2. SERVICES
2.1 BOOKING REQUEST
(a) To engage us to perform the Services, you must contact us to make a booking (Booking), either by way of email, telephone or via our Website.
(b) Making a Booking constitutes your intention and offer to enter into a contract, where we will provide you with the Services you have ordered in exchange for your payment of the total amount notified to you (Fee).
(c) At the time of submitting a Booking, you may be required to provide information about yourself such as your name, mobile phone number, email address, billing details, business information (if applicable), the number & type of items you’d like hung, the weight & dimensions of such items, the height at which the items are to be hung, the premises at which you’d like the Services to be performed (Premises), and other information as requested from us from time-to-time.
(d) You warrant that any information you provide to us is true, accurate and complete information, and understand that if such information is incorrect, inaccurate or incomplete, we are not liable for any loss or damage suffered and reserve the right to charge additional fees in accordance with clause 2.4(a) or treat your Booking as a cancellation in accordance with clause 3.
(e) We reserve the right to reject a Booking if we determine at our discretion that the Services are not right for you, if the Premises is located outside of our area of operation, or for any other reason as determined by us.
(f) Unless otherwise agreed, we may, in our discretion:
(i) not commence work on any Services until you have paid any Fees or deposit payable in respect of such Services; and
(ii) withhold delivery of Services until you have paid an invoice in respect of such Services.
2.2 PREMISES
(a) You agree to provide us with access to the Premises to the extent reasonably required by us to perform the Services.
(b) You warrant that the Premises is suitable and safe for our staff to attend and perform the Services, including with all obstacles removed.
(c) You must ensure that any required permissions or authorisations to use the Premises to perform the Services have been obtained.
2.3 FEE ESTIMATE
(a) At the time of Booking, we will provide you with a fee estimate for equipment, labour, and number of hours required to complete the Services (Fee Estimate).
(b) You will be taken to have accepted a Fee Estimate if you provide written confirmation by return email or otherwise accept any part of the Services being performed.
(c) Any Fee Estimates are estimates only and Services shall be invoiced in accordance with the actual number of hours spent and equipment used.
(d) While we endeavour to ensure that any Fee Estimates are accurate, you acknowledge and agree that such Fee Estimates are not binding and may be subject to change during the course of us providing the Services.
2.4 CHANGES TO SERVICES
(a) We reserve the right to charge, and you must pay, a ‘change in scope fee’, in an amount reasonably determined by us (Change Fee), for changes to Services requested by you which alter the scope of the Services and require us to perform additional work or incur additional costs (Changes).
(b) Unless otherwise agreed in writing, we may at our discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
(c) We will only be required to perform Changes, if:
(i) we agree to perform the Changes;
(ii) you confirm in writing that you wish for us to proceed with the Changes and the relevant Change Fee; and
(iii) you pay the Change Fee, in accordance with clause 6 as if it was a Fee.
3. RESCHEDULING OR CANCELLING SERVICES
(a) If you notify us in writing that you would like to cancel a Booking:
(i) at least 4 Business Days before the scheduled Booking, no Fees will be payable; and
(ii) 3 or less than 3 Business Days before the scheduled Booking, 50% of the Fee Estimate will be payable.
(iii) less than 1 Business days before the scheduled Booking, including on the day of a Booking, 100% of the Fee Estimate will be payable.
(b) If you would like to reschedule a Booking, please notify us as soon as possible. If you notify us less than 4 Business Days before the scheduled start time, 50% of the Fee Estimate will be payable (in addition to any other Fees payable as part of the rescheduled Booking). If you notify us less than 1 Business Days, including the day of the booking, 100% of the Fee Estimate will be payable.
(c) Please ensure that you are available to grant us access at the Booking’s scheduled start time. If we cannot access the Premises at the scheduled start time, this will be treated as a cancellation in accordance with clause 3(a)(ii).
(d) If we need to cancel your Booking, we will let you know as soon as possible. You will then have the option of cancelling the Booking and receiving a refund or rescheduling the Booking.
(e) For the purpose of this clause 3, “Business Day” means a day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in the City of London.
4. DISCLAIMERS
4.1 DEPENDENCIES
(a) Our ability to perform our obligations under this agreement are dependent on:
(i) you fulfilling your obligations under this agreement; and
(ii) third party goods or services utilised by us for the purpose of providing the Services.
(b) To the extent that:
(i) you do not fulfil your obligations under this agreement; or
(ii) third party goods or services are interrupted or are not accessible due to maintenance, accessibility issues or other circumstances beyond our control,
(c) then (without prejudice to our rights and remedies) we will be relieved of our obligations to you to the extent that we are prevented from performing the Services in accordance with this agreement, and we shall not be liable for any loss, damage, cost or expense suffered by you arising out of or relating to such non-performance.
(d) Whilst every effort has been made for accuracy in performing the Services, your approval to proceed constitutes acceptance of full responsibility for any errors and omissions within the Services.
4.2 NO GUARANTEED OUTCOME
(a) All information provided as part of the Services is an opinion only, based on our experience and expertise.
(b) While we will use our reasonable endeavours to obtain a successful result, we do not guarantee any particular outcome on any issue if you rely on the Services.
4.3 NO LEGAL OR REGULATORY COMPLIANCE
(a) You acknowledge and agree that our experience and expertise does not extend to complying with any applicable Laws, and we rely on your instructions in this regard.
(b) You acknowledge and agree that it is your responsibility to comply with applicable Laws relevant to your business, and agree that we are not liable for any loss, damage, cost or expenses arising out of or relating to any non-compliance with applicable Laws.
(c) For the purposes of this agreement, “Laws” means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction(s) where the Services are performed or received and includes any industry codes of conduct.
5. CLIENT OBLIGATIONS
(a) You agree to provide us with all documentation, information, instructions, assistance and access as reasonably required by us to perform the Services.
(b) You agree that it will not by receiving or requesting the Services:
(i) breach any applicable Laws, rules and regulations (including any applicable privacy laws); or
(ii) infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.
6. PAYMENT
6.1 PAYMENT
(a) You must pay our fees in the amounts as set out in an invoice provided to you by us, or as otherwise agreed in writing with you (Fees).
(b) Unless otherwise agreed:
(i) if we issue you an invoice, payment must be made by the time(s) specified in such invoice; and
(ii) in all other circumstances, you must pay for all goods and services within 30 days of receiving an invoice for amounts payable.
(c) You must pay the Fees using the fee payment method specified in the invoice. If you use our third-party payment provider to pay our Fees (Payment Provider), the processing of payments by the Payment Provider will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.
6.2 EXPENSES
Unless otherwise agreed in writing:
(a) you will bear all third party costs and related expenses reasonably incurred by us in connection with performing the Services; and
(b) any third party costs incurred by us in the course of performing the Services may be billed to you, unless agreed otherwise in writing.
6.3 SUSPENSION OF SERVICES
We reserve the right to not perform any Booking or suspend all or part of your Services indefinitely where you fail to pay the Fees in the amounts and times agreed.
6.4 LATE PAYMENT
(a) If you do not pay us the amounts due and payable under an invoice on or before its due date, without limiting any of our other rights under this agreement, you must pay us a late payment fee of £80+VAT in addition to any other amounts owed under this agreement.
(b) In the event that clause 6.4(a) is determined unenforceable, you must pay us interest at the rate of 8% plus the Bank of England base rate per annum on each amount outstanding, from the due date for payment to the date on which the payment is received by us, plus any other amount we are entitled to claim under law including The Late Payment of Commercial Debts (Interest) Act 1998.
7. THIRD PARTY GOODS AND SERVICES
(a) Any Service that requires us to acquire goods and services supplied by a third party on your behalf may be subject to the terms & conditions of that third party (Third Party Terms).
(b) You agree to any Third Party Terms applicable to any goods and services supplied by a third party that you or we acquires as part of the Services and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
Part B FOR WHEN YOU BROWSE THIS WEBSITE…
8. ACCESS AND USE OF THE WEBSITE
You must only use the Website in accordance with these terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with these terms and any applicable laws.
9. YOUR OBLIGATIONS
You must not:
(a) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without our express consent;
(b) use the Website for any purpose other than the purposes of browsing, selecting or purchasing Services;
(c) use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(d) use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website;
(e) use the Website with the assistance of any automated scripting tool or software;
(f) act in a way that may diminish or adversely impact our reputation, including by linking to the Website on any other website; and
(g) attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:
(i) gaining unauthorised access to Website accounts or data;
(ii) scanning, probing or testing the Website for security vulnerabilities;
(iii) overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or
(iv) instigate or participate in a denial-of-service attack against the Website.
10. INFORMATION ON THE WEBSITE
(a) While we make every effort to ensure that the information on the Website is as up-to-date and accurate as possible, you acknowledge and agree that we do not (to the maximum extent permitted by law) guarantee that:
(i) the Website will be free from errors or defects (or both, as the case may be);
(ii) the Website will be accessible at all times;
(iii) messages sent through the Website will be delivered promptly, or delivered at all;
(iv) information you receive or supply through the Website will be secure or confidential; and
(v) any information provided through the Website is accurate or true.
(b) We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including product descriptions, prices and other Website Content.
11. INTELLECTUAL PROPERTY
(a) We retain ownership of the Website, all materials on the Website and any other content we provide to you in the course of providing the Services (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any intellectual property rights owned or licensed by it not expressly granted to you.
(b) You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from the Company or as permitted by law.
(c) In this clause 11, “intellectual property rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in England and Wales and throughout the world.
12. THIRD PARTY TERMS AND CONDITIONS
(a) You acknowledge and agrees that third party terms & conditions (Third Party Terms) may apply.
(b) You agree to any Third Party Terms applicable to any third party goods and services, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
13. LINKS TO OTHER WEBSITES
(a) The Website may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.
(b) Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.
14. THIRD PARTY HOSTING
(a) This Website is hosted by a third party and the terms and conditions of that third party may apply to your use of this Website to the extent applicable to you.
(b) To the maximum extent permitted under applicable law and our agreement with our third party hosting provider, we will not be liable for any acts or omissions of that third party, including in relation to any fault or error of the Website or any issues experienced in placing orders for Services.
15. SECURITY
We do not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Website. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to risk of viruses, malicious computer code or other forms of interference.
16. REPORTING MISUSE
If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details or form provided on our Website.
Part C LIABILITY AND OTHER LEGAL TERMS
17. LIMITATION OF LIABILITY
(a) To the maximum extent permitted by the applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
(b) To the maximum extent permitted by the applicable law, neither us, nor any of our employees, contractors, directors, officers or agents (Personnel) will be liable to you for:
(i) any incidental, punitive, indirect, special or consequential damage, loss or expenses, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by you, even if we or any of our Personnel have been advised of their possible existence, arising in connection with the provision of the Services or this agreement; nor
(ii) any direct damage loss or expenses arising from loss of customers, loss of profits, loss of anticipated profits or loss of savings, arising in connection with the provision of the Services or this agreement.
(c) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement or in connection with the provision of the Services including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in England and Wales (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
(d) Without prejudice to the limitation of liability provisions above, in the event that you incur any loss, damage or expense arising out of this agreement, you agree that our maximum liability to you shall be limited to the sum of £100.
(e) Nothing in this agreement shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
(f) You indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of:
(i) any breach of this agreement by you; and
(ii) any negligent act or omission committed by you.
18. INSURANCE
You acknowledge that we may, in our discretion, hold insurances in relation to the Services but such insurances may not cover you or your items (including artworks), and we have no obligation or requirement to insure such items under this agreement. We strongly encourage you to take out adequate insurance to cover all potential liabilities that could arise from your use of the Services.
The Client accepts responsibility to insure in such sums and for such risks as the Client shall think fit. The Client acknowledges that no such insurance is carried by Seido Art Services Ltd, nor shall Seido Art Services Ltd be liable in the event of theft, loss, or damage.
19. CONFIDENTIALITY, DATA & PRIVACY
19.1 DATA PROTECTION
(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.
(b) During and after the delivery of the Services, you agree that we will be processing personal data for our own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
(i) us providing Services;
(ii) us and/or our independent contractors and third party suppliers may use your contact details to send marketing materials or other publications;
(iii) we may process personal data concerning our other clients and contacts in other ways for its own business purposes; and
(iv) we may process and transfer personal data as necessary to effect a re-organisation of its business.
(c) During and after the delivery of Services, there may be limited occasions where we may process on your behalf as a processor any personal data you have provided to us. We will advise you in writing where we believe we may act as a processor and any such processing shall be in accordance with, and subject to, your instructions.
(d) Before performing the processing, we shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. We will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by you to us against unauthorised or unlawful processing, accidental loss, destruction or damage, including when we subcontract any processing (for example, in the case of external storage of data).
(e) Your instructions are taken to include our use, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.
(f) By accepting this agreement you give positive consent for us to obtain, store and process information about you as described in the preceding paragraphs. You agree that where necessary you will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing us with personal data. It is also a term of this agreement that any personal data supplied by us to you about employees/independent contractors of us and/or any third parties may only be used for the express purposes for which that information is provided to you.
(g) Each party shall comply with the terms of the Data Protection Legislation.
19.2 CONFIDENTIAL INFORMATION
Except as contemplated by this agreement, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
This clause does not apply to:
(a)information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
(b) information required to be disclosed by any law; or
(c) information disclosed by either party to its subcontractors, outsourced workers, employees, cloud storage providers or agents for the purposes of performing the Services or its obligations under this agreement.
For the purposes of this clause 19.2, “Confidential Information” means information of or provided by a party to the other party under or in connection with this agreement or a Proposal that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
20. NOTICES
(a) A notice or other communication to a party under this agreement must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent; or
(ii) when replied to by the other party,
whichever is earlier.
21. GENERAL
21.1 GOVERNING LAW AND JURISDICTION
This agreement 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 the law of England and Wales. Each party irrevocably agrees that 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 this agreement or its subject matter or formation.
21.2 SURVIVAL
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.
21.3 SUBCONTRACTS
Seido Art Services may at any time subcontract all or part of the Services without prior notice or permission from you. Seido Art Services will be responsible for the actions of its subcontractors.
21.4 THIRD PARTY RIGHTS
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
21.5 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
21.6 SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
21.7 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
21.8 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
21.9 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.