We are Pierce Protocols Limited trading as Heni Leviathan (“Heni Leviathan” “we” “our” or “us”), a limited liability company registered in England and Wales under company number 05613954. Our registered office is at 126-134 Baker Street, London, England, W1U 6UE and our VAT number is GB 880 0793 13.
When you buy certain artworks from our site, we will offer you at the point of purchase the opportunity to store those artworks (“Artworks”) at our bonded storage facilities (the “Vault”). These Terms of Storage contain all the terms and conditions on which we supply storage services to you.
03. OUR CONTRACT
a) If you choose to receive storage services for an Artwork, we will send you an email acknowledging that a subscription has been set up. As some Artworks are not made until after expiry of the application process or a timed sale period, it may be several months from the point of purchase until the storage services will begin.
b) On or before the date when the Artwork arrives in the Vault, we will notify you by email, at which point a contract will come into existence between you and us. Your subscription fees will become payable from the date of arrival of the Artwork in the Vault (“Subscription Start Date”).
c) If we are unable to provide you with storage services, we will inform you of this and will not charge you for the storage services. This might be because of unexpected limits on our resources which we could not reasonably plan for or because we are unable to obtain authorisation for your subscription payment. If, for whatever reason, we are not able to provide you with storage services, we will notify you of this and will refund to you any amounts that you have already paid to us for the storage services.
04. WHAT OUR STORAGE SERVICES INCLUDE
a) Our storage services include (subject to applicable charges):
(i) providing secure storage of Artworks in the Vault, which is a climate-controlled fine art storage warehouse that has customs-bonded status, offering a special temporary storage area for items under bond; and
(ii) delivering the Artwork back to you upon cancellation of the storage services in accordance with clause 9.
b) The Vault may be owned and operated by a third party and we reserve the right to change the location of the Vault at any time.
05. OUR STORAGE SUBSCRIPTION FEES
a) Subscription fees for storage services will be charged at our list prices (as amended from time to time) current at the time we invoice you for them. We reserve the right to review the subscription fees and any other charges (such as the release and handling fee referred to in clause 9 b)) from time to time. If we increase the charges, then we will give you one month’s notice of the change, such notice to expire on your next subscription payment date. If you no longer want to store your Artwork with us due to an increase in any charges, you can cancel your subscription by giving us notice at any time before your next subscription payment date. Notice can be given in accordance with clause 8 b).
b) All subscription fees and charges are shown in United States Dollars. The actual amount to be paid in your home currency will be determined by the exchange rate used by your bank or credit card company when you are actually charged.
c) All subscription fees indicated on the site are inclusive of VAT (where applicable) at the current rates chargeable unless otherwise stated.
d) Subscription fees are payable monthly from the Subscription Start Date. Payment of the monthly subscription fee will auto renew unless the storage services are cancelled in accordance with these Terms of Storage. Different payment terms apply if you pay by a cryptocurrency payment method. See clause 6 below.
e) You will be asked to provide a payment method that we accept in order to activate your subscription along with other payment information. You represent and warrant that you have the legal right to use all payment method(s) that you provide to us. Your authorisation also applies to our payment processors. You hereby authorise us to charge your specified payment method on a monthly basis, in advance, for the provision of the storage services. You authorise us to continue to attempt to charge with respect to all sums described in these Terms of Storage, or any portion thereof, to your payment method until such amounts are paid in full. You agree to provide updated payment information upon request and at any time the information you previously supplied becomes invalid. You acknowledge and agree that we will not have any liability whatsoever for any insufficient funds or other charges incurred by you as a result of attempts to charge, and/or place holds on, your specified payment method as contemplated by these Terms of Storage.
f) If you choose to take out storage services for an Artwork, your shipping costs will be deducted from the total charges payable on purchase and your invoice for the purchase will be zero rated for VAT or customs duties due to entry into the bonded storage facilities. When you withdraw the Artwork from the storage facilities, you are responsible for payment of all VAT, customs duties or other taxes or duties at the rate and time required by applicable law. Shipping costs to deliver the Artwork to you will be calculated when you withdraw an Artwork from the storage facilities.
06. CRYPTOCURRENCY PAYMENT METHODS
a) If you choose to pay the subscription fees by a cryptocurrency payment method then you will need to pay the monthly subscription fees in advance. We will send you an invoice when we email you to acknowledge that a subscription has been set up. Payment must be made to the wallet address specified on the invoice. All payments are due by no later than the day before the Subscription Start Date and any subsequent subscription renewal date.
b) You should be aware that there may be risks inherent in using cryptocurrency payment methods including the risk of your wallet and related email address being hacked. If any unauthorised third party accesses your wallet, email address or transactional or other data and/or initiates a request for cancellation of our storage services and withdrawal of the Artwork from the Vault, and we rely on such request, you acknowledge and agree that we are not liable for any losses you incur as a result of such unauthorised actions.
07. WHAT CAN WE DO IF YOU FAIL TO PAY OR ARE LATE IN PAYING SUBSCRIPTION FEES
a) If you are late paying, we can do one or more of the following:
(i) If you do not make payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount. This does not limit our other rights under these Terms of Storage.
(ii) We can hold on to some or all of your Artworks until you have paid the subscription fees. This does not limit our other rights under these Terms of Storage (e.g. you will still be liable to pay interest).
(iii) We can sell some or all of the Artworks you store with us to discharge what you owe us (in relation to the Artwork in respect of which you are late in making payment as well as for other Artworks you store with us). From these sale proceeds, we will deduct what you owe us and our costs of sale with the balance of such sales proceeds, if any, being paid to you. This does not limit our other rights under these Terms of Storage (e.g. if any amounts remain outstanding, you will still be liable to pay the outstanding amount as well as interest).
b) If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved.
c) Once the dispute is resolved, we will charge you interest on correctly invoiced sums from the original due date (if applicable).
08. MINIMUM STORAGE TERM AND CANCELLATION
a) Minimum Storage Term: The storage services are effective from the Subscription Start Date and continue for a minimum term of 3 months during which (subject to your right to cancel in accordance with clause 8 c) below) you cannot cancel the storage services (“Minimum Term”). After expiry of the Minimum Term, you may cancel your subscription on 2 weeks’ written notice, such notice to expire at the end of the current subscription period.
b) If you fail to give notice by the due date, you will be charged an additional monthly subscription fee. You can give such notice by contacting us at [email protected] informing us of your wish to cancel and providing details of your name and contact details and the Subscription Start Date. When you cancel your subscription you may withdraw the Artwork from the Vault in accordance with clause 9.
c) Cancellation for consumers in the UK or European Union
(i) If you are a consumer residing in the UK or the European Union, you have a legal right to cancel your subscription at any time within 14 days of the date on which the contract is entered into. This right, under the Consumer Contracts Regulations 2013, is explained in more detail in these terms.
(ii) To exercise your right to cancel, please contact us before the end of the 14 day period informing us of your wish to cancel and providing details of your name and contact details and the Subscription Start Date. You may use the cancellation form in the Schedule to these Terms of Storage, but you do not have to. Any notice given by you after the 14 day time limit will not be effective to cancel your order.
(iii) However, if you cancel after we have started providing you with storage services, you must pay us for the storage services provided up until the time you tell us that you want to cancel.
d) Our rights to cancel
(i) We can cancel the provision of storage services at any time on 2 weeks’ written notice to you, with such notice to expire at the end of the current subscription period.
(ii) We can cancel the provision of storage services immediately on notice if you are in material breach of any of the terms of these Terms of Storage or if we reasonably believe that providing the storage services to you may be unlawful or puts us under any liability to any third party or may damage our reputation.
(iii) We will liaise with you to take all your Artworks out of storage (in accordance with clause 9).
09. WITHDRAWING AN ARTWORK FROM THE VAULT
a) When we or you cancel your subscription you can withdraw your Artwork from the Vault.
b) When we or you cancel a subscription you must pay a release and handling fee per Artwork at the current rate specified on our site.
c) When an Artwork is withdrawn from the Vault it will be shipped to you by our chosen carrier. Shipping costs will be calculated once you provide a delivery address. VAT or customs duties will also be calculated at this time and will be payable by you.
d) Before you can take your Artwork out from the Vault, you will need to have paid any outstanding subscription fees (in relation to the Artwork you are taking out or any other Artworks you store with us) as well as any other outstanding charge you may have with us under these Terms of Storage. We can hold onto your Artwork until you have paid these outstanding charges. This is in addition to what we can do if you pay late (see clause 7 above).
e) When we deliver the Artwork to you, you must ensure that you (or someone you have nominated) are available to take delivery of the Artwork at the relevant time. If you fail to do this, we may charge you for storage costs and any further delivery costs.
f) When you set up a subscription for storage services, you agree to provide us with the information we request for the purposes of identity verification and to permit us to keep a record of such information. We will use this information to complete certain verification procedures before you are permitted to withdraw an Artwork from the Vault if your subscription is cancelled for any reason.
If you have any questions or complaints about the Artworks or our services please email us at [email protected].
a) References to liability in this clause 11 include every kind of liability arising under or in connection with these Terms of Storage including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
b) No provision in these Terms of Storage shall be deemed to exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence, our liability for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.
c) Subject to clause 11 b) our total liability in connection with the provision of storage services in respect of an Artwork shall be limited to the total purchase price paid by you for the Artwork.
d) Subject to clause 11 b), under no circumstances will we be liable to you for: (i) any loss of profits, sales, business, or revenue; (ii) loss or corruption of data, information or software; (iii) loss of business opportunity; (iv) loss of anticipated savings; (v) loss of goodwill; or (vi) any indirect or consequential loss.
e) All information and services made available through the site are provided on an “as is” and “as available” basis. We are not responsible for the correctness of any statement of whatever kind, whether written or oral, nor for any other errors or omissions in description or for any faults or defects.
f) We do not give any representation or warranty or assume any liability of any kind whatsoever, express or implied, in connection with these Terms of Storage or our storage services, except to the extent such representations and warranties cannot be excluded under applicable law, and no statement anywhere whether oral or writing shall be deemed to be such a representation or warranty.
g) The laws of some countries do not allow some or all of the disclaimers, limitations or exclusions described above. This is especially so if you are a consumer. If these laws apply to you, some or all of the above disclaimers, limitations or exclusions may not apply to you and you might have additional rights.
h) If you wish to sell any Artwork that is stored in the Vault to a third party, you must cancel your subscription before you transfer ownership, in accordance with these Terms of Storage. If you do not cancel your subscription before you transfer ownership, you and only you, shall be our customer in respect of the storage services and you shall be solely responsible for all payments and for providing all instructions in relation to the storage services. You agree to indemnify us against all liability, losses, expenses and costs arising from any claim of whatever nature made by the third party owner of the Artwork and incurred by us in exercising our rights under these Terms of Storage or refusing to act upon such third parties’ instructions or otherwise.
12. PERSONAL INFORMATION
13. FINAL PROVISIONS
a) We can make reasonable changes to these Terms of Storage at any time for security, legal, regulatory or operational reasons. When we make material changes to the Terms of Storage, we will provide you with notice as appropriate under the circumstances, e.g. by displaying a prominent notice or seeking your agreement within the subscription or by sending you an email. If you do not accept such changes you can contact us to cancel your subscription and withdraw your Artwork from the Vault. You can give notice to cancel in accordance with clause 8 b).
b) We may transfer any of our rights and obligations under these Terms of Storage to another organisation. You may only transfer your rights or obligations under these Terms of Storage if we agree to this in writing.
c) Each of the clauses of these Terms of Storage operates separately. If any part of these Terms of Storage is disallowed or found to be ineffective by any court or regulator, the other provisions shall continue to apply.
d) If you breach these Terms of Storage and we take no action against you, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms of Storage. The rights and remedies in these Terms of Storage are cumulative and are not exclusive of any rights or remedies provided by law.
e) This agreement is between you and us. No other person shall have any rights to enforce any of its terms.
f) These Terms of Storage and their subject matter and formation (and any non-contractual disputes or claims) shall be governed by the laws of England and Wales.
g) Any disputes relating to these Terms of Storage shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
MODEL CANCELLATION FORM
(Complete and return this form only if you wish to withdraw from the contract)
To [TRADER’S NAME, ADDRESS, TELEPHONE NUMBER AND, WHERE AVAILABLE, FAX NUMBER AND E-MAIL ADDRESS TO BE INSERTED BY THE TRADER]
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract for the supply of the following service [*],
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s)(only if this form is notified on paper),