R+V

R+V Advisory – Terms and Conditions

Last updated: 5 November 2021

These R+V Advisory Terms and Conditions (the “T&C”) are made and entered into by and between R+V and Customer and govern each Order (as defined below). By entering into any Order or similar form referencing or otherwise incorporating these T&C, Customer agrees to be bound by the Order and these T&C (collectively the “Contract”).

These T&C were originally drafted in English. If the Customer is a consumer, if there is any conflict between the English-language version of these T&C and a version translated into another language, the one most favorable to the consumer will prevail.

These T&C contain very important information regarding the Customer’s rights and obligations, as well as conditions, limitations, disclaimers of warranties, and exclusions that might apply to the Customer. Please read them carefully. The Customer's attention is particularly drawn to the provisions of clauses 9 disclaimer of warranties) and 10 (limitation of liability).

Interpretation and definitions

The following definitions and rules of interpretation apply in these T&C.

Definitions:

Charges: the charges payable by the Customer for the supply of the Services in accordance with 6.

Commencement Date: has the meaning given in 2.3.
Contract: has the meaning set forth in the first paragraph.

Customer Default: has the meaning set out in 5.2.

Customer: the person or firm who purchases Services from R+V.

Deliverables: the deliverables set out in the Order produced by R+V for the Customer.

Order: the Customer's order for Services as set out in the Customer's purchase order form or the Customer's written acceptance of a quotation by R+V, or overleaf, as the case may be.
R+V: Old and Modern Masters Limited, 38 Dover Street W1S 4NL London, United Kingdom, Company number 04348253.

Services: the tailored professional art advisory services, including the Deliverables, supplied by R+V to the Customer as set out in the Specification. The Services includes those made available by R+V from time to time, and may include the following:

Upcoming Auction – analysis and valuation of upcoming auctions’ lots in order to provide suggestions on which lot(s) clients should bid.
Auction Guarantees – provide Customers with auction guarantees investment information, suggestion and set up of the underwriting process.
Advisory Service and Valuation – art market first level solutions to assist Customers for what concerns the entire set of operations that surrounds a single work of art or an art collection.

Specification: the description or specification of the Services provided in writing by R+V to the Customer in the Order.

Supplier Materials: has the meaning set out in clause 4.1(h).

T&C: has the meaning set forth in the first paragraph.

Interpretation:

Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes email.

Scope of the agreement and basis of contract

R+V will make the Services available to the Customer as set forth in any Order.
The Order constitutes an offer by the Customer to purchase Services in accordance with these T&C.
The Order shall only be deemed to be accepted when R+V issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

Eligibility

The Services are intended solely for persons who are 18 or older. Any access to or use of the Services by anyone under 18 is expressly prohibited. By accessing or using the Services, the Customer represents and warrants that is 18 or older.

Supply of Services

R+V shall supply the Services to the Customer in accordance with the Specification in all material respects.
R+V shall use all reasonable endeavours to meet any performance dates specified in any Order but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
R+V reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and R+V shall notify the Customer in any such event.
R+V warrants to the Customer that the Services will be provided using reasonable care and skill.

Customer's obligations

The Customer shall:

ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
co-operate with R+V in all matters relating to the Services;
provide R+V, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by R+V;
provide R+V with such information and materials as R+V may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
comply with any additional obligations as set out in the Specification.

If R+V's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

without limiting or affecting any other right or remedy available to it, R+V shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the R+V's performance of any of its obligations;
R+V shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from R+V's failure or delay to perform any of its obligations as set out in this 5.2; and
the Customer shall reimburse R+V on written demand for any costs or losses sustained or incurred by R+V arising directly or indirectly from the Customer Default.

Charges and payment

The Charges for the Services shall be calculated on a time and materials basis or as differently set out in the Order.
R+V shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom R+V engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by R+V for the performance of the Services, and for the cost of any materials.
R+V shall invoice the Customer on completion of the Services or on a monthly basis, or as differently specified in the Order.
The Customer shall pay each invoice submitted by R+V:

within 30 days of the date of the invoice or in accordance with any credit terms agreed in the Order or by R+V and confirmed in writing to the Customer; and
in full and in cleared funds to a bank account nominated in writing by R+V, and
time for payment shall be of the essence of the Contract.

All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT), which will be added to the Charges and any disbursements where applicable. Where any taxable supply for VAT purposes is made under the Contract by R+V to the Customer, the Customer shall, on receipt of a valid VAT invoice from R+V, pay to R+V such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Intellectual property rights

R+V retains copyright in all documents and Deliverables drafted for the purpose of performing the Services, but licenses the Customer to use the Deliverables for the Customer’s purposes.
For know-how or other internal purposes, R+V may retain copies of the Deliverables generated when providing the Services to the Customer. These documents will be treated confidentially and no-one outside R+V will have access to them.
The Customer grants R+V a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to R+V for the term of the Contract for the purpose of providing the Services to the Customer.
The Customer agrees that R+V may include the Customer’s name, trademark and logo in R+V’s portfolio on its website, social media, and in print and electronic marketing materials.

Data protection

In compliance with applicable personal data protection legislation, R+V informs the Customer that any personal data communicated and/or accessed by R+V due to and in connection with the Contract will be processed principally for the purpose of providing the Services and managing the contractual relationship with the Customer, and for economic, tax, financial and accounting purposes connected with the performance of the Services.
For further information on R+V’s privacy policy please see here.

Disclaimer of Warranties: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

Although R+V shall do its utmost to provide Customers with a reliable Service, the Customer acknowledges and agrees that art advisory services and estimates of artworks are subject to specific market conditions, and consequently are relative to the circumstances and may vary substantially over time.
Except as expressly set out in the Contract, all warranties, conditions and other terms implied by statute or law are, to the fullest extent permitted by law, excluded from the Contract.

Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

References to liability in this 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default or gross negligence.
Nothing in this 10 shall limit the Customer's payment obligations under the Contract.
Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation.
if Customer is a consumer, any liability which cannot legally be limited under applicable consumer law.

Subject to 10.3 (No limitation in respect of deliberate default), and 10.5 (Liabilities which cannot legally be limited), R+V’s liability is limited or excluded to the maximum extent permitted under applicable law for any moral, direct, indirect or consequential damages whatsoever.
Subject 10.3 (No limitation in respect of deliberate default), 10.3 (No limitation of customer's payment obligations) and 10.5 (Liabilities which cannot legally be limited), this 10.7 sets out the types of loss that are wholly excluded:

loss of profits.
loss of sales or business.
loss of agreements or contracts.
loss of anticipated savings.
loss of or damage to goodwill; and
indirect or consequential loss.

Without limiting the generality of the foregoing exclusion, R+V's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, shall in any case not exceed the maximum amount equal to the Charges the Customer has paid to R+V in the calendar year in which the Service in respect of which any such liability is determined took place.
The above limitations or exclusions do not affect Customer’s statutory consumer rights in the Customer’s applicable jurisdiction.
This 10 shall survive termination of the Contract.

Termination

Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 15 days of that party being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

Without affecting any other right or remedy available to it, R+V may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
Without affecting any other right or remedy available to it, R+V may suspend the supply of Services under the Contract if:

the Customer fails to pay any amount due under the Contract on the due date for payment;
the Customer becomes subject to any of the events listed in 11.1(c) or 11.1(d), or R+V reasonably believes that the Customer is about to become subject to any of them; and
R+V reasonably believes that the Customer is about to become subject to any of the events listed in 11.1(b).

Consequences of termination

On termination or expiry of the Contract the Customer shall immediately pay to R+V all of the R+V's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, R+V shall submit an invoice, which shall be payable by the Customer immediately on receipt.
Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

General

Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Confidentiality.

Each party undertakes that it shall not at any time during the Contract, and for a period of three years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by 13.2(b).
Each party may disclose the other party's confidential information:

to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 13.2; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

Entire agreement.

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

Variation. Except as set out in these T&C, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of this Contract is deleted under this 13.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Notices.

Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by e-mail: if to the Customer, to the email address specified in the Order, if to R+V, to advisory@robilantvoena.com.
This 13.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

If the Services are provided in the UK or the Customer is resident in the UK:

Governing law. The Contract, 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. If the Customer is a consumer, these T&C will not affect the mandatory laws and statutory consumer rights of the Customer’s country of residence.
Jurisdiction. 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, as permitted by applicable law) arising out of or in connection with the Contract or its subject matter or formation. If the Customer is a consumer, the Customer may submit any claim to the court of its place of residence or domicile.

If the Services are provided in Italy or the Customer is resident in Italy:

Governing law. The Contract, 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 Italy. If the Customer is a consumer, these T&C will not affect the mandatory laws and statutory consumer rights of the Customer’s country of residence.
Jurisdiction. Each party irrevocably agrees that the Court of Milan shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims, as permitted by applicable law) arising out of or in connection with the Contract or its subject matter or formation. If the Customer is a consumer, the Customer may submit any claim to the court of its place of residence or domicile.
Specific approval of certain terms of these T&C – The Customer specifically approves the following clauses: 9 (disclaimer of warranties), 10 (limitation of liability), 11 (Termination), 13 (General).