Art Pylkkänen LLP: Standard Terms of Engagement

ABOUT US AND THE AGREEMENT

1.             The Commercial Terms and these Standard Terms (together, the 'Agreement') govern the use of advice and services (the 'Consultancy Services') provided by us, Art Pylkkanen ('Art Pylkkanen', 'we', 'us' or 'our') to you, our client ('you' or 'yours').  For more information about us, please see our website or speak to our team.

2.             The Agreement incorporating the executed Commercial Terms and these Standard Terms applies to the exclusion of any other terms and conditions referred to within or purported to be incorporated through any purchase order, correspondence or other document (in any form) that you may issue.

3.             No variation to the Agreement shall be binding unless agreed in writing by you and our authorised signatory. If there is any conflict between the executed Commercial Terms and these Standard Terms, the Commercial Terms shall take priority.

4.             If you instruct us through a representative, we will act on the basis that such representative is fully authorised to provide us with instructions and make binding decisions on your behalf, unless and until we receive written evidence that this is not the case.

ENQUIRIES AND CONSULTANCY SERVICES

5.             Art Pylkkanen warrants that we shall provide our Consultancy Services with reasonable skill and care and in a professional manner at all times.  

6.             You agree and undertake:

(a)        to comply with all applicable laws and regulations with respect to your use of the Consultancy Services; and

(b)        to provide and maintain correct and up-to-date information about yourself and your particular requirements when you use the Consultancy Services.

7.             All copyright and intellectual property rights arising in respect of any documents and/or materials that we provide to you as part of the Consultancy Services belong to us or our licensors. You agree to access and use any documents and materials we provide as part of the Consultancy Services only for the purposes specified within them or as reasonably contemplated under the Agreement.  We do not take responsibility for any other use of such documents and materials. You will not use our Consultancy Services or materials that we provide to offer advice or commercial services to others.

8.             This clause will only apply to you if you are a 'consumer' (which means you are using the Consultancy Services solely in a personal capacity, outside the ordinary course of business).  Nothing in these Standard Terms will affect your statutory rights as a consumer.  If you engage our Consultancy Services via email or telephone, you have a statutory right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to cancel this engagement within 14 days of entering into the Agreement without giving any reason.  If you wish to exercise this right you should provide us with a clear statement of your decision in writing, in the form provided at Annex 1.  Please note that if you do this after instructing us to start the Consultancy Services, you will be liable for our fees accrued and charges incurred up to the date of cancellation.

PAYMENTS

9.             We will invoice you for our Consultancy Services in accordance with the Agreement.  All fee quotes and invoices provided to you by Art Pylkkanen are exclusive of VAT which will be added at the applicable rate on the date of the invoice unless stated otherwise.  You must pay each invoice in full and cleared funds, without deduction or set-off, within 30 days of receipt.

10.           If we are unable to collect any payment you owe us, we may charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time.  This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.  You pay us the interest together with any overdue amount.

11.           If you change your instructions or requirements in relation to the Consultancy Services, we reserve the right to modify or increase our fees accordingly. We will reasonably endeavour to inform you of any applicable fee increases prior to providing the amended or extended Consultancy Services.

LIABILITY AND EXCLUSIONS

12.           Except as set out in this Agreement, we do not give any representations, warranties, promises, undertakings, conditions or terms in relation to the Consultancy Services, including but not limited to their suitability, fitness for purpose or that they will achieve a particular result or financial return.  Any other representation, warranty, undertaking, condition or term which might be implied or incorporated into the Agreement by statute, common law, custom, or otherwise is, to the fullest extent permitted by law, hereby disclaimed and excluded.

13.           Whilst every effort has been made to ensure information given by us as part of the Consultancy Services is correct as at the date of providing such information to you, we cannot guarantee its continuing accuracy or results that may be obtained from use of such information in the future. 

14.           We do not act as an art dealer and do not facilitate the sale or purchase of artwork as part of the Consultancy Services.  When you sell or purchase artwork in conjunction with the receipt of the Consultancy Services, you will transact with the buyer or seller of the relevant artwork (the 'Dealer') directly.  We do not give any representations, warranties, promises or undertakings in relation to any Dealer or their services.

15.           We do not advise on the authenticity or provenance of artwork. During the Consultancy Services, we may refer you to a third-party provenance expert or providers of other professional services (each an 'Expert').  Your relationship with any Expert will be subject to you having a separate contract with them.  We do not give any representations, warranties, promises or undertakings in relation to any such Expert or their services.

16.           Information provided by us as part of the Consultancy Services is not provided as or intended to constitute financial or investment advice.  We make no representation regarding the advisability or suitability of buying, selling or investing in any particular piece or collection of artwork(s).  You must use your own judgement and any decision taken by you to sell, purchase or otherwise deal with any particular piece or collection of artwork(s) should not be made solely in reliance on the Consultancy Services.

17.           Other than to the extent caused by our negligence or failure to comply with our express obligations under this Agreement, we will not be liable for any claims, damages, losses or costs of any nature in connection with any financial action or decision that you or anyone else takes based on the Consultancy Services.

18.           We may rely on information and instructions provided by you in order to provide the Consultancy Services.  To the extent that any information or instruction you provide to us is incorrect, incomplete or inaccurate, you will be liable to pay any additional fees accrued or charges incurred by us as a result.

19.           The extent of our liability to you under or in connection with this Agreement, regardless of whether such liability arises in contract, tort, (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall (subject to clause 19.2) be limited as follows:

(a)        we will only be responsible for direct losses, which could have reasonably been foreseen at the time we entered into the Agreement with you;

(b)        we shall not be liable for any: (a) wasted expenditure, loss of opportunity, or for loss of savings, revenue, profit, capital or income (whether direct or indirect); or (b) for any indirect loss or damage, howsoever arising; and

(c)        our total aggregate liability arising in connection with the performance or contemplated performance of the Consultancy Services shall be limited to the higher of: (i) the total fees paid by you to us during the 12-month period immediately preceding the date on which the claim first arose; or (ii) £10,000.

19.2         Nothing in the Agreement removes or limits our liability for: (a) death or personal injury caused by negligence; (b) fraud; or (c) any other liability that cannot be contractually excluded or limited under applicable law.

ILLEGAL ACTIVITY

20.           You will defend and fully indemnify us in respect of any claims or for any loss, liability, costs (including legal costs), damages and/or expenses incurred by us in connection with or as a result of you using the Consultancy Services in breach of this Agreement or to facilitate any illegal purpose.

CHANGES TO THESE STANDARD TERMS

21.           We may change or supplement these Standard Terms from time to time, at our sole discretion.  If we do so, then we will notify you in writing and you will have 60 days from receiving such notice to decide whether to terminate or cancel the Consultancy Services, failing which you will be deemed to have accepted such change.

TERMINATION

22.           The Agreement shall commence and run for the duration set out in the Commercial Terms unless terminated earlier as set out below.

23.           You can cancel our Consultancy Services and/or terminate the Agreement at any time upon giving at least 90 days' written notice to us.

24.           We can stop providing the Consultancy Services and/or terminate the Agreement with you at any time upon at least 90 days' written notice to you.  If so, we will refund any sums you have paid in advance for Consultancy Services which are not provided.

25.           We can suspend or terminate the Agreement with you with immediate effect if: (a) you do not make any payment to us when due and you still do not make payment within 14 days of our final reminder; (b) you do not, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to provide the Consultancy Services; or, (c) you take or are subject to any action in connection with you being made bankrupt, entering an arrangement with your creditors, having an administrator, receiver or other insolvency practitioner appointed over any of your business or assets, or you cease to carry on business.

26.           On expiry, cancellation or termination of the Agreement, you will be liable to immediately pay our accrued fees and charges incurred in respect of the Consultancy Services up to the date of cancellation and/or termination. Cancellation of the Agreement shall not affect any accrued rights that either you or us have at such date or any provisions of this Agreement that are expressed or implied to survive.

GENERAL

27.           Confidentiality. Neither you or Art Pylkkanen (each referred to as a 'receiving party' for the purposes of this clause) shall at any time during this Agreement (and for a period of five years after termination of this Agreement) disclose to any person any confidential information concerning the business, affairs, know-how, customers or clients which is disclosed to it by the other party, except: (i) to the receiving party's employees, officers, representatives, contractors, or advisers who need to know such confidential information for the purposes of the receiving party carrying out its obligations hereunder or receiving the benefit of the Agreement; or (ii) as disclosure may be required by law, a law court or any governmental or regulatory body.  The receiving party shall adopt appropriate measures to keep the other party's confidential information secure and only use it for the purposes reasonably contemplated under the Agreement.

28.           Anti-money laundering and personal data. If applicable law requires, we may ask you to provide documents and use an identity checking service to confirm your identity as client or, if you are an organisation, the identity of your beneficial owner(s).  We may also conduct credit checks or other verification of you or your organisation that we regard as necessary to protect our business. In doing so, we may pass personal information that you give us to an agency for that purpose. In providing the Consultancy Services we will use your personal data and/or personal data of individual personnel within your organisation or who may be acting for you in accordance with the privacy notice on our website from time to time.

29.           Events outside our control. We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond our reasonable control.  Such causes include, but are not limited to: acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or unforeseen change in law or any action taken by a government of public authority, including without limitation any export or import restrictions or sanctions.  If such an event takes place and affects the performance of our Consultancy Services: (i) we will notify you as soon as reasonably possible; and (ii) our obligations to you will be suspended for the period that such event affects our performance.  If such an event continues to delay performance for a period of more than 90 days, each of you and Art Pylkkanen will have the right to terminate this Agreement upon giving 30 days' written notice to the other.   

30.           Severance. If any of the provisions or part provisions contained in the Agreement are declared as invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such provision or part-provision shall be severed, and the remaining provisions and part provisions shall survive and remain in full force and effect and continue to be binding and enforceable.

31.           Waiver. Failure by us at any time to enforce any breach of the Agreement shall not be construed as a waiver of our rights to enforce that breach at any time.  A failure or delay in exercising any right or remedy under the Agreement shall not constitute a waiver of that right or remedy.  A single or partial exercise of any right or remedy shall not prevent the further exercise of that right or remedy.  A waiver of a breach of the Agreement shall not constitute a waiver of any other breach.

32.           Assignment. The provision of the Consultancy Services is personal to you and for your benefit only.  You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any manner with any or all of your rights or obligations under the Agreement or offer services to other parties based on the Consultancy Services.

33.           Third-party rights. Other than you or us, no other person or party has any rights in respect of the Agreement arising under the Contracts (Rights of Third Parties) Act 1999 or other laws.

34.           Governing Law and Jurisdiction. The Agreement and any dispute or claim arising out of it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. You agree to submit to the exclusive jurisdiction of the courts of England and Wales in relation to any such dispute or claim.