Terms of Business

Introduction

These are the standard terms of agreement of Artistic Statements Ltd. These standard terms of agreement may not be varied unless agreed in writing and signed by a Director of Artistic Statements Ltd.

All work which is conducted or performed by Artistic Statements Ltd incorporates these standard terms of business. Where these standard terms of business conflict with any other agreement, then the these standard terms will be subordinated to such agreements.

This is an important document. Please keep it for future reference. In these standard terms of business “we” or “our” or “us” refers to Artistic Statements Ltd and “you” refers collectively to you and every individual and organisation you are representing.

Our Business Relationship

Artistic Statements Ltd is a limited company incorporated in accordance with English law registered in England and Wales under registered number [11844099]

Your relationship is solely with Artistic Statements Ltd and it has sole liability for the work done for you. No individual Director, employee or consultant of Artistic Statements Ltd will have any personal liability for that work.

Our business relationship includes all and any work that you have asked us to carry out on your behalf irrespective as to whether any other formal or other agreement is intended or ultimately executed.

By continuing to work with us, you agree to incorporate these standard terms of business into our business relationship as express terms.

Privacy and Data Protection

Your personal data, data by which you can be identified, that you provide to us will be used by us for the purposes of providing the services and goods during our business relationship, and for the purposes of administration, accounting and communications.

We only collect, process and retain personal data where this is required for the performance of our duties to you, or where you have explicitly given us consent to contact you, such as signing up to our emails.

Access to your personal data is restricted to those people who need it in order to provide our services and comply with our obligations. We will not keep your data for longer than is necessary.

Under current legislation you have the right to know what personal data we process (and request a copy of that personal data), the right to rectification of incorrect data, the right to deletion of personal data, the right to restriction of processing of your personal data, and the right to withdraw consent to process your personal data. Depending on the reason for our processing of your personal data these rights are qualified.

Communications

Where you are a company or other entity with corporate personality, we will communicate with the individual or individuals who appear to us to represent you. If you wish to impose any restriction on the people with whom we may communicate, you need to give us clear written instructions.

In addition to speaking to you or any of those individuals in person, we may need to contact you and such individuals by post, telephone, facsimile and/or email. For this purpose, we may rely on information you or they give us or upon publicly available information. Communications by fax or by email may not be secure or reliable. You must tell us if you do not wish us to use such a method of communicating with you.

Where we are required to provide you with a notice in writing, for the purpose of our business dealings, an email constitutes being a document that is in writing.

Our Fees

Unless we have entered a separate written agreement with you to charge our fees on some other basis, as set out in that agreement, our fees will be calculated by reference to the amount of time we spend dealing with your instructions, including time spent in travelling to meetings outside our offices.

The applicable hourly rate will be £150 per hour plus VAT.

Value Added Tax

Our VAT registration number is (354 5719 79)

The place of supply of our services and goods to a business will be deemed to be where you reside. Unless the circumstances below apply, VAT is chargeable on, and will be added to our fees at the applicable rate.

Generally, if you reside outside the UK but within the EC, United Kingdom VAT will not apply and your invoices will be subject to the reverse charge procedure. For this to be the case, you will need to provide us with evidence of your commercial activities within the EC and your local VAT number. However, exemptions may apply requiring VAT to be applied.

If you are based outside the EC generally VAT will not apply and the reverse charge procedure will not apply. For this to be the case, you will need to provide us with evidence of your commercial activities outside the EC. You may however be subject to local taxes.

If you do not have a valid VAT registration number and/or we do not consider that the evidence you supply satisfies the requirements that you are engaged in commercial activities and that our services are supplied for a business purpose we will have to apply UK VAT to our invoices.

The place of supply of our services to a client will be in the United Kingdom, Thus, unless an exemption applies, VAT is chargeable on and will be added to fees at the applicable rate.

Estimates

We will endeavour to provide you at an early stage with the best information possible about our fees and likely expenses in carrying out your instructions. We may not be able to provide, at the outset, a reliable estimate of our fees and likely expenses for carrying out your instructions. Where we provide you with an estimate of our fees and likely expenses, each estimate is simply an estimate and does not constitute our agreement to charge a fixed price for the work detailed in the estimate.

An estimate is our indication, made in good faith, of our fees and likely expenses for the work concerned, based on information available at the time the estimate is given. An estimate is subject to revision and does not amount to a contractual commitment on our part to carry out the work within that estimate.

We will, if you so tell us, report to you when our fees and expenses have reached a specified level set by you. If such specified level is to operate as a limit, we cannot guarantee that work will be completed within this limit and we may need to stop working on your matter or transaction until a further fee and expenses limit has been agreed. We will, if you so tell us, periodically review our fees and likely expenses in carrying out your instructions and advise you accordingly.

Money on Account

We may ask you to pay one or more sums of money from time to time on account of our fees and expenses which are expected to be incurred.

If the sum held on deposit exceeds the amount payable in the final invoice, the balance will be returned to you. In certain cases we may require you to secure all of your anticipated liability to us for fees and expenses in a manner acceptable to us as a condition to continuing to supply our services and goods.

You agree that any surplus monies held on account may be held by us against any outstanding or anticipated liability that you owe or may owe to us.

Invoices

We will send you regular (usually monthly) invoices covering the work that you have instructed us to carry out.

Our invoices will be sent to you by email to any email address that you use for communicating with us.

Payments

Our invoices are payable on receipt. Remittances may be made by cheque drawn in favour of Artistic Statements Ltd or by electronic transfer to the account, details of which appear on our invoice.

You should always make payments directly to the account on the invoice and no payment must be made elsewhere without our agreement which can only be supplied either in person or via a video meeting.

Interest on Overdue Invoices

Unless an invoice is settled within 30 days of the date it bears, the sum due becomes payable with interest at the High Court judgment rate or the rate payable pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, whichever is the higher, unless we waive payment of interest.

Consequences of Failure to Settle and Invoice from Us

We reserve the right to retain the Work as our property in the event an invoice is not settled in full, with interest as specified, unless such interest had been waived by us. We will notify you in writing if we propose to adopt this course of action.

You will remain liable in full for our fees and expenses incurred. We may also be entitled to recover against you any costs we incur in collecting any overdue amounts from you.

Law and Jurisdiction and Costs

You agree that the law of England and Wales applies to all of our business dealings and that the appropriate courts to resolve any dispute are the Courts of England and Wales.

In the event that the amount claimed against you is less than £10,000 you agree to pay our reasonable legal costs and disbursements (such as Court fees) of recovering the debt from you.

Limitation of Liability

You agree that our liability in respect of any and all causes of action which may arise from or which are in any way connected with our engagement on a matter is strictly limited to £1 million (one million pounds sterling) which limit shall apply to all monetary amounts claimed against us including contractual and statutory interest and costs.

The limit of our liability of £1million applies in respect of the entirety of our engagement on a matter and, for the avoidance of doubt:

where we are instructed jointly on a matter by you and

where you have engaged us on behalf of yourself and on behalf of other individuals or organisations, a single limit of £1million will apply to be shared between you and those other individuals or organisations;

where we are in breach of our duty to you in more than one respect on a matter a single limit of £1million shall apply in respect of all such breaches.

Where you seek to make us liable in conjunction with any other individual, partnership or corporate entity, our liability is limited to our fair proportion of the sum for which all such parties are liable to you which in any event is subject to the limitation of our liability of £1million.

In no circumstances shall we be liable for any indirect or consequential loss, damage, costs or expenses of any nature incurred or suffered by you, including, without limitation, any economic loss or loss of turnover, profits, business contracts or goodwill. Nor shall we be liable for loss, damage, costs or other expenses of any nature incurred or suffered by you or an individual or organisation you represent arising from compliance by us with any statutory obligations placed on us.

Artistic Statements Ltd will have sole liability for the work done for you and for any act or omission in the course of that work. No individual person or employee or consultant of Artistic Statements Ltd shall have any liability to you and you agree to forbear from taking proceedings against any partner or employee or consultant of Artistic Statements Ltd save where his or her conduct amounts to fraud. You and we intend that this clause is for the benefit of, and shall be enforceable by, the directors, and employees and consultants of Artistic Statements Ltd under the Contracts (Rights against Third Parties) Act 1999;

Without derogation from your agreement to forbear from suit, this limitation of our liability is for the benefit of every director and every employee and consultant of Artistic Statements Ltd, past, present and future and every director and employee and consultant of any successor to Artistic Statements Ltd and each of those persons shall be entitled to assert this limitation of liability in defence of any claim against him or her and no such person shall be liable for any sum in addition to any sum for which Artistic Statements Ltd is found to be liable, save in the case of fraud by such person.

The limitation of our liability provided in this clause applies to the extent permitted by law or regulation or professional rules to which we are subject. We cannot, for example, limit our liability in respect of death or personal injury.

If any part of this section of our standard terms of retainer which seeks to limit our liability is found by a court or tribunal to be void or ineffective on the grounds that it is unreasonable or does not accord with a legal or regulatory provision to which we are subject or on any other grounds, the remaining parts of the section and provisions of these standard terms of retainer shall continue to be effective.

Ends