ARTICLE 1 — SCOPE OF APPLICATION
These general terms and conditions of services (hereinafter referred to as the “Terms and Conditions”) govern the conditions in which all services (hereinafter referred to as the “Services”) are provided by A&F Markets, creator of the Art Exchange service, a limited company with a capital of 40,000 Euros, registered with the Bobigny Register of Trade and Companies under n° 523 512 788, domiciled at 267 rue Lecourbe, F-75015 Paris, France (hereinafter referred to as “Art Exchange”), at the request of the Client (hereinafter referred to as the “Client”), as proposed on the internet site www.aexchange.net (hereinafter referred to as the “Site”).
Consequently, the Client acknowledges that any order of Services placed online, in compliance with the conditions defined hereafter, implies unreserved acceptance of the Terms and Conditions, to the exclusion of all others.
The Terms and Conditions may be completed by special conditions, purchase orders and/or special agreements, subject to their acceptance by the parties.
Any contrary condition which is not accepted by Art Exchange may not be enforceable against it. No waiver by Art Exchange of any one these General Terms and Conditions of sale shall imply a waiver on its part to enforce such condition in the future.
ARTICLE 2 — SERVICES OFFERED ON THE SITE
On its Site, Art Exchange offers the sale and purchase of undivided shares in the bare ownership of works of art or collections of works of art, which are freely negotiable. The Client gives mandate to Art Exchange to place sale and purchase orders on A&F Marketsʼ marketplace. The value of the undivided shares is fixed on a daily basis, on working days, at 6:00 p.m, according to the order matching principle, i.e. the combining of two compatible opposing orders. It may be consulted on the Site.
Each of the works or collections offered for sale on the Site is subject to a temporary conventional joint ownership arrangement managed by A&F Markets, which also holds the usufruct of the concerned works or collections for the purposes of managing and promoting them.
Ultimately, the co-owners can hold all of the undivided shares of the concerned work or collection and thus recover the full ownership thereof.
ARTICLE 3 — ACCESS TO THE SITE
Access to the services is available via the Site by creating an account by clicking on “Create an account”
The creation of an account by the Client is performed by entering his details and by addressing, either electronically or by the post to the address indicated, a copy of his identity document and proof of domicile no more than three (3) months old. Art Exchange shall then validate the inscription and address a password to the Client by post in order to guarantee the security and confidentiality of this information. The Client undertakes to keep his login and password secret and is entirely responsible for their safekeeping, their use and any divulgation thereof. Art Exchange may not be held liable for any fraudulent use of the login and/or password. If the Client loses his password, he may request Art Exchange for a new one.
Art Exchange reserves the right to refuse, on a discretionary basis, the creation of an account to persons with who it is in dispute, or who do not satisfy solvency and respectability requirements.
When the Client enters his login and password, he accesses his secure and personalised page (“My Account”), which contains all of the information relating to the undivided shares he holds and the transactions he has requested and which enables him to place purchase and sale orders.
The Client acknowledges that the successive entering of his login and password shall have the same value as a written document within the meaning of Article 1316 of the Civil Code. This double entry enables to identify the Client and proves his consent to the transactions carried out on the Site (purchase and sale orders, transfers, withdrawals, subscription, payment…) and the allocation of such transactions to the Client. The parties also agree that the entry of his login and password by the Client shall be considered as an electronic signature in particular to validate the placing of orders online.
ARTICLE 4 — ADVANCE AND DEPOSIT ACCOUNT TERMS OF PAYMENT
The payment of the Services is made by way of deduction from an advance and deposit account previously credited by the Client. Advance accounts are opened online in a secure and personalized space and are subject to the payment of a provision fixed by the Client according to his requirements. It is up to the Client to take all necessary dispositions in a timely manner to ensure that there are sufficient provisions in his account at all times. If the Client fails to do so, no services shall be provided.
The advance account may be provisioned by means of:
after having completed a request online, upon receipt of which Art Exchange shall address a transaction number to the Client to be indicated on the payment method.
The detailed statement of transactions carried out by the Client on his advance and deposit account can be consulted at any time on the Site by clicking on “My Account”.
The Client may request Art Exchange at any time to transfer of the amounts available in its advance and deposit account, on the Site via “My Account”, indicating the amount he wishes to have transferred and the number of the account to which these sums are to be credited. Art Exchange undertakes to transfer these sums subject to the regularization of the situation of the account, within five (5) working days. Transfer and exchange fees are borne by the Client.
The advance account shall be closed upon the written request of the Client or, as the case may be, his entitled payee. However, Art Exchange reserves the right to automatically close any account if the Client fails to fulfil his obligations. In the event of the closing of an account, the credit balance is reimbursed to the Client or his entitled payee by means of a bank transfer.
ARTICLE 5 — CONDITIONS OF OFFERING FOR SALE ON THE SITE
The owner of the works of art or collections of works of art who wishes to put them up for sale on the Site shall negotiate the conditions of its sale (number of undivided shares, sale price…) with A&F Markets. These conditions are formalized in an A&F Markets agreement. This agreement also provides the conditions for the collection, deposit and insurance of the work or collection which is offered for sale, as well as the remuneration of A&F Markets.
ARTICLE 6 — TRANSMISSION OF PURCHASE AND SALE ORDERS
The Client gives mandate to A&F Markets to execute its purchase and/or sale orders, on his behalf, on the Site.
The orders are placed by the Client on the Site via his “My Account” page. The orders are placed as limited orders i.e. they are only executed when the specified price limit is reached or at a better price.
The Client must indicate to Art Exchange all of the details necessary for the correct execution of the order and, in particular, the work or collection concerned, the type of order (purchase/sale), the limit price in Euros and the volume.
The Client validates his order by clicking “Validate”. A recapitulative of the order appears to enable the Client to verify the details and price of the order and to correct any errors. The Client then reiterates his order by entering his password and clicking on “OK”. The confirmation by the Client of his order implies full and unreserved acceptance of these Terms and Conditions. Art Exchange then electronically addresses an order receipt to the Client on which the date and time shall be taken as proof. This receipt implies acceptance by Art Exchange of the order and validates the transaction. The Client acknowledges that the data recorded on the Site constitutes proof of transaction.
Any order transmitted by the Client is executed by A&F Markets at 6:00 p.m., the time when the sale and purchase orders are matched (“fixing”). Art Exchange may not be held liable for the processing of an order unless it is confirmed by the Client. Any order received within 30 minutes prior to the fixing may, due to the time it takes to execute an order, not be taken into account on the session which is in progress. Such order shall be executed at 6:00 p.m. the following day, as is the case for orders received after 6:00 p.m.
As long as the order has not been executed, the Client may request its cancellation. However, no guarantee may be given to the Client as to the effective cancellation of the order and the liability of Art Exchange may not be engaged in this regard. Any order executed, notwithstanding a cancellation request, shall be posted to the Client’s account. Art Exchange reserves the right to refuse an order cancellation request.
Art Exchange reserves the right to suspend and/or refuse orders from a Client with whom Art Exchange is in dispute, for any reason whatsoever, without such Client being able to claim any compensation in this regard. Art Exchange also reserves the right not to place an order which appears to be abnormal and shall question the Client with regard to such order.
Acceptance of cookies is necessary to place any purchase or sale order on the Site.
ARTICLE 7 — EXECUTION OF ORDERS
The orders are executed if, and only if, they match with opposing orders.
The orders transmitted are executed globally and periodically during the daily fixing at 6:00 p.m. on working days and matched with the best opposing offer/demand. Orders are only executed within the price limit fixed by the Client.
During matching, when orders cannot be executed due to the absence of an opposing order, they are presented again the following day. In the same way, when the matching of orders shows a fall in the price of the undivided shares of more than 12%, the orders are not executed and their execution is deferred to the following day.
ARTICLE 8 — REMUNERATION OF THE SERVICE
The Service tariffs which apply are those shown on the Site on the day the purchase/sale order is placed. Art Exchange reserves the right to modify these tariffs at any time. They are indicated in Euros and include all taxes and participations in processing fees. All orders are payable in Euros.
ARTICLE 9 — NO RIGHT OF WITHDRAWAL
In compliance with Article L.121-20-4 of the Consumer Code, the Client acknowledges that the Services provided by Art Exchange do not give entitlement to a right of withdrawal.
ARTICLE 10 — LIABILITY
The works of art or collections offered for sale and purchase are authentic. All of the information and data published on the Site are provided for information purposes only. The provision of this information may not be assimilated, in any manner whatsoever, to specific advice or decision assistance for the purposes, in particular, of performing a transaction or taking an investment decision. Neither Art Exchange nor any of its partners may be held liable for any damage, direct or indirect, which may result from errors, omissions or delays in the transmission of said information.
The photographs and texts which are reproduced and which illustrate the Services offered on the Site are not contractual. Consequently, the liability of Art Exchange cannot be engaged in the event of an inaccuracy or error in one of these photographs or one of these texts.
Art Exchange may not be held liable for the non performance of the agreement concluded in the event of the perturbation, suspension and/or interruption of access to the Site due to the malfunction of telecommunication services. Access to the Site may be temporarily interrupted for maintenance purposes without Art Exchange engaging any liability. Art Exchange shall incur no liability for any indirect damage, operating losses, loss of profit, loss of opportunity, damages or costs arising in relation hereto.
In application of Article 1124 of the Civil Code, persons under the legal age are incapable of entering into a contract. Consequently, Art Exchange may not be held liable for the collection, without its knowledge, of personal data concerning persons under the legal age.
ARTICLE 11 — INTELLECTUAL PROPERTY
All of the information which is made available on the Site, all of the trademarks reproduced on the Site, all of the programmes and/or technology provided in relation with the Site and, more generally, all or part of the Site itself are protected by copyright and/or intellectual property rights across the entire world The Terms and Conditions do not imply the transfer of these intellectual property rights to any Client whatsoever. Consequently, Clients shall refrain from reproducing and/or using the trademarks and logos which appear on the Site. The Client shall also refrain from copying, modifying, translating, reproducing, distributing, selling, publishing, exploiting in any other manner and distributing electronically in another format all or part of the information (even partially) present on the Site. He shall also refrain from publishing within his company or to any third party whatsoever a magazine and/or press review which includes all or part of the information present on the site.
Any breach of these mandatory provisions subjects the infringing party and any responsible person to the criminal and civil sanctions provided by law.
ARTICLE 12 — PERSONAL INFORMATION
Art Exchange undertakes that all of the personal information concerning the Client which is gathered on the Site shall be considered as confidential information and shall only be used for the purposes of transactions and, as the case may be, for prospection purposes for the services of Art Exchange or subsidiary companies or third parties which are partners of Art Exchange. The Client acknowledges that this information may be electronically processed. In compliance with the information technology and freedom of information Law of January 6, 1978, the Client has the right to access, rectify and oppose the personal data concerning him.
ARTICLE 13 — APPLICABLE LAW AND ATTRIBUTION OF JURISDICTION
This agreement is governed by French law. The language of this agreement is French. In the event of dispute, sole competence is given to the French courts.
ARTICLE 14 — MODIFICATION OF THE TERMS AND CONDITIONS
Art Exchange reserves the possibility to adapt or to modify the Terms and Conditions at any time. The new general terms and conditions of services, as the case may be, shall be brought to the Clientʼs attention by means of modification online and shall apply only to the services provided after the modification.
ARTICLE 15 — CLIENT SERVICE
For any information or technical question relating to the operation of the Site, Art Exchangeʼs client service may be contacted: