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Terms & Conditions

1 Parties to the agreement  

This agreement is made between the Conservator and Client whose respective details  appear in the Contract overleaf.  

Where the Client is not an individual the Client hereby warrants that the authorised  signatory whose details appear in the Contract (“the Authorised Signatory”) has the  Client’s full authority in all aspects in relation to this agreement.  

Each of these terms and conditions apply as between the Conservator and the Client  except as specified in the Contract or otherwise agreed in writing signed by the  Conservator and the Client (or Authorised Signatory).  

2 Description of Item  

The Conservator will have no responsibility for the accuracy of the description of the Item  provided in the Contract.  

3 Agreed documentation  

It is in the interest of the Client, the Conservator and the Item that:  

  1. a) prior to any work being carried out by the Conservator an accurate and detailed  preliminary report is made as to the condition of the Item.  
  2. b) for lengthy or complicated works, interim “progress” reports are made. Any such report  if signed by the Conservator and the Client (or Authorised Signatory) shall be considered  a part of this agreement and shall be conclusive evidence of the condition of the Item, the  nature of the work and its intended result.  
  3. c) after completion of the work by the Conservator, a final report is made detailing the  work carried out by the Conservator and the condition of the Item.  
  4. d) a photographic record of the condition of the Item is made.  

The Conservator retains the copyright in all reports, drawings, photographs or other forms  of documentation made under or in relation to the Contract. Such reports, drawings or  photographs may not be reproduced in whole or in part without the Conservator’s written  consent which may or may not be given on such terms as the Conservator thinks fit or  declined with or without reason.  

4 Agreed Work  

The Conservator shall perform the agreed work set out in clause 4 of the Contract in  accordance with any written specification of the Conservator which is accepted by the  Client and appended to this agreement.  

By accepting these Terms and Conditions, the Client herby warrants to the Conservator  that the Client is the legal owner of the Item or has all necessary rights, licences and  permission to authorise the Conservator to carry out the agreed work, and that the item is  free of all liens, charges and encumbrances of any nature. The Client shall indemnify and  hold the Conservator harmless against all costs, claims liabilities and expenses incurred  by the Conservator in connection with any claim by any third party that the Client was not  entitled to permit the agreed work to be carried out.  

The Conservator shall use all reasonable care and diligence in carrying out the agreed  work. If any process is to be applied by the Conservator in accordance with a specification  submitted by the Client, the Client shall indemnify the Conservator against all loss,  damages, costs, claims and expenses suffered or incurred by the Conservator in  connection with or paid or agreed by the Conservator in settlement of any claim of any  nature by the Client or any third party arising out of or connected with the said process.  The Conservator reserves the right to refuse requests contrary to ECCO professional  guidelines.  

The Client hereby acknowledges that the Item 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 Item and shall not form the basis for the Client to reject all or part of the Item nor  give rise to any claim by the Client against the Conservator.  

The Client hereby acknowledges that the need for further work may arise during the  undertaking of the agreed work. The Conservator 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 the Conservator and the Client in writing before  additional work is begun.  

5 Time  

On receipt of the signed Contract the Conservator will schedule the agreed work and  notify the Client of the planned completion date.  

Any dates or periods of time quoted in the Contract or in relation to the carrying out or  completion of any work, or the making of any report or specification are estimates only  and the time of completion shall not be the essence of the Contract. The Conservator will  endeavour to complete the agreed work within the estimated time but the Conservator  shall not be liable for any loss or damage resulting from any failure by the Conservator to  perform any obligations by any date, or within any period of time, quoted in the Contract.  

6 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 the Conservator the cost of the work to be carried out, the cost of  documentation and any additional costs, as specified in the Contract, in accordance with  the payment terms below.  

The Conservator reserves the right to revise the estimated cost in accordance with any  agreed changes to the specification.  

The Conservator reserves the right to require a deposit prior to beginning the agreed work  dependent on the scale of the work and anticipated associated costs.  All estimates given are exclusive of VAT which shall be payable at the applicable rate.  

7 Additional costs  

The Client agrees to pay the Conservator, 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 Contract.  

8 Completion  

The Conservator shall notify the Client of completion of the work by the manner specified  in the Contract. It is the Client’s responsibility to notify the Conservator of a change of  telephone/email/address.  

9 Terms of payment  

Payment is due from the Client within thirty days of the date of any invoice submitted by  the Conservator.  

If any invoice is not paid within thirty days the invoice total shall bear interest at the rate of  8% above the base lending rate determined by the Bank of England in accordance with  the Late Payment of Commercial Debts (Interest) Act 1998 as amended and  supplemented by the Late Payment of Commercial Debt Regulations 2002, such interest  being payable from the invoice due date until the date of receipt of cleared funds by the  Conservator.  

The Conservator reserves the right to cease work on the Item for which payment of any  invoice remains outstanding for more than 30 days from the date of invoice.  The Conservator reserve the right to retain possession of the Item until all the invoices  which relate to the Item have been paid in full. The Conservator’s entitlement to charge a  storage charge is set out below.  

10 Collection and Storage  

The Item shall be collected by the Client (or the Authorised Signatory) from the  Conservator’s premises within one calendar month of notification of completion. If not so  collected, the Conservator shall be entitled to charge the storage charge specified in the  Contract, such storage charge being payable from the date of notification of completion  until the date of collection. If the Item is not collected within six months of the date of  notification of completion then title to the Item shall pass to the Conservator who shall be  entitled to sell the Item and recover from the net proceeds of sale such sums as may be  due to the Conservator under or in relation to this agreement.  

11 Cancellation  

Where the Contract is cancelled by the Client prior to completion of the work specified in  the Contract, the Client shall be liable to pay to the Conservator the cost of any  documentation and work already carried out and any additional costs already incurred by  the Conservator. Further, the Conservator shall be entitled to require payment of the  cancellation fee specified in the Contract.  

The Conservator 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.  

12 Risk  

The Client remains responsible for the risk of damage to or loss of the Item whilst in the  Conservator’s custody including but not limited to fire, theft and any other accident.  The Client hereby agrees that the Client will take all necessary steps to insure the Item  whilst it is in the custody of the Conservator and the Conservator will have no  responsibility to insure the Item unless specifically requested to do so by the Client in  writing at least 28 days prior to the Item being delivered to the Conservator and  specifically accepted on that basis in writing by the Conservator in which case the Client  shall be liable for the payment to the Conservator of all premiums necessary to effect such  insurance on or prior to delivery. The Conservator may at any time refuse to accept the  Client’s instructions to insure the Item in which case the responsibility to insure will revert  to the Client.  

The Client is responsible for arranging transit of the Item to and from the Conservator’s  premises unless otherwise agreed in writing. The Client is responsible for the insurance of  the Item whilst in transit.  

13 Liabilities  

The Conservator is excluded from all liability to the Client except for professional liability  involving the wilful neglect or default of the Conservator, his servants or agents. The  Conservator’s liability shall not exceed the cost of the work as specified in the Contract.  Under no circumstances shall the Conservator be liable for any loss of profit or any  indirect or consequential loss or damage. This clause shall not exclude the Conservator’s  liability for any death or personal injury caused by the Conservator. The Client agrees and  accepts that the Conservator is only prepared to undertake the agreed work on this basis  and that such limitation of liability is fair and reasonable in all the circumstances.  

14 Third parties  

Where the Conservator recommends to the Client any work to be carried out whether  such recommendation is made in a report or otherwise, the Conservator 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 the Conservator to carry out such work.  

15 Variation  

No alteration or variation to these terms and conditions or to the Contract shall be binding  unless such alteration or variation is in writing and signed by the Conservator and the  Client (or the Authorised Signatory).  

16 Arbitration  

Any dispute or difference arising out of or in connection with this Contract shall 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.  

17 Governing Law  

This Contract shall be governed by and construed in accordance with English law and the  parties agree to submit to the exclusive jurisdiction of the English Courts.