TERMS AND CONDITIONS
Last updated: September 2026
a) Purpose
b) Scope
c) Definitions
d) Categories of Clients and Counterparties
e) Specific Terms
f) Relationship with Other Policies
g) Languages and Versions
2 – CAPACITY AND REPRESENTATION
a) Legal Capacity
b) Acting Through Representatives
c) Evidence of Authority
d) Acting on Behalf of Third Parties
e) Instructions from Authorised Persons
f) Amendment and Revocation of Authorisations
g) Doubts as to Authority or Representation
3 – COMMENCEMENT OF THE RELATIONSHIP
a) Assessment and Selection
b) Acceptance
c) Partial or Limited Acceptance
d) Conditions Precedent
e) Previous Relationships
f) Continuity of the Relationship
a) Onboarding
b) Relationship Management
c) Information and Documentation
d) Historical Records
a) Acting on Own Account
b) Acting on Behalf of Third Parties
c) Intermediation, Representation and Mandate
d) Determination of Role in Each Transaction
e) Limits of the Role
a) Gallery Activities
b) Inventory and Availability
c) Artist Selection and Representation
d) Exhibitions and Projects
e) Sales on Own Account or on Behalf of Third Parties
a) Private Market and Off-Market Transactions
b) Sourcing and Selection of Opportunities
c) Requests and Targeted Searches
d) Discretion and Private-Market Information
e) Transactions on Own Account
f) Intermediation and Representation
g) Development and Execution of Transactions
a) Scope
b) Engagement
c) Specific Terms
d) Information and Instructions
e) Appraisal and Research
f) Legal Services
g) Financial Services
h) Mediation and Arbitration
i) Management and Coordination
j) Results and Limitations
a) Identification
b) Own Interests
c) Concurrent Relationships
d) Disclosure and Consent
e) Conflict Management
f) Subsequent Conflicts
g) Abstention or Termination
a) Confidential Information
b) Private Market
c) Use and Disclosure
d) Authorised Third Parties
e) Exceptions and Disclosure Obligations
f) Duration
11 – THIRD PARTIES AND EXPERTS
a) Involvement of Third Parties
b) Experts and Specialists
c) External Service Providers
d) Engagement and Coordination
e) Fees and Costs
f) Scope of Opinions and Services
g) Liability
a) Scope and Types of Transaction
b) Information and Availability
c) Attribution, Authenticity and Provenance
d) Condition
e) Offer, Order and Acceptance
f) Price, Taxes and Payment
g) Title and Transfer
h) Commissioned Works and Reproductions
i) Entrusted Works and Consignment
j) Purchase, Sale and Sourcing Mandates
k) Export, Import and Cultural Property
a) Breach
b) Suspension
c) Termination
d) Regulatory Compliance
e) Consequences of Termination
f) Surviving Obligations
a) Scope of Obligations
b) Causation and Attribution
c) Exclusions and Limitations
d) Force Majeure
a) Claims
b) Governing Law
c) Jurisdiction
1 – GENERAL PROVISIONS
a) Purpose
These Terms and Conditions establish the general framework applicable to the relationships, services, engagements, operations and transactions carried out by Monterone Art in the course of its activities, including its gallery and art dealing activities, professional services, and transactions involving works of art and other items of an artistic or cultural nature.
Their purpose is to set out the general terms governing such relationships, without prejudice to any specific terms that may be agreed in connection with a particular service, engagement or transaction.
Access to, browsing of and use of the Website are generally governed by the Legal Notice. These Terms and Conditions shall apply where a contractual, professional or commercial relationship exists, or where they are incorporated into or referred to in connection with a specific proposal, engagement or transaction.
General information published on the Website does not, in itself, constitute a contractual offer or give rise to any obligation to accept an engagement, provide a service, represent any person, acquire or sell a work of art, or enter into a transaction, unless expressly stated otherwise or where applicable law provides that such conduct is to have a different legal effect.
b) Scope
These Terms and Conditions shall apply to the relationships and transactions falling within their scope, irrespective of whether they are conducted through the Website, by electronic communications, in person or by any other valid means.
Their application shall depend on the nature of the relationship, the role actually assumed and the relevant specific terms. Accordingly, not all of their provisions will apply to every service, engagement or transaction.
Where a relationship involves international elements or affects more than one jurisdiction, these Terms and Conditions shall apply without prejudice to any mandatory rules that may be applicable.
c) Definitions
For the purposes of these Terms and Conditions:
a) “Monterone Art” means the entity identified as the operator of the Website in the Legal Notice.
b) “Website” means the website operated by Monterone Art, together with the pages, functionalities and content incorporated into it.
c) “Client” means, depending on the context, any natural or legal person who engages Monterone Art to provide services or otherwise maintains a professional or commercial relationship with Monterone Art.
d) “Counterparty” means any person or entity participating in a relationship or transaction in a capacity other than that of Client, including, where applicable, buyers, sellers, consignors, artists, representatives and other participants.
e) “Work” includes works of art, art objects, pieces, reproductions and any other items of an artistic or cultural nature to which a particular relationship or transaction relates.
f) “Services” includes any professional, technical, legal, financial, advisory, management or coordination activities undertaken within the scope accepted in each case.
g) “Transaction” includes any sale or purchase, intermediation, representation, mandate, consignment, commission, search, acquisition, transfer or other activity relating to a Work or to the activities of Monterone Art.
h) “Specific Terms” includes any proposal, engagement letter, mandate, representation or consignment agreement, transaction confirmation, accepted order, specific conditions or other document or agreement governing a particular relationship, service, engagement or transaction.
These definitions are functional in nature and shall be interpreted by reference to the nature and circumstances of each relationship.
d) Categories of Clients and Counterparties
The same person or entity may act in different capacities in successive relationships or transactions, or within the same relationship. References to Clients, buyers, sellers, consignors, artists, principals, representatives or other categories shall be construed according to the capacity actually assumed in the relevant circumstances.
Where legally relevant, a distinction shall be made between consumers and persons acting in the course of a business or professional activity, in accordance with applicable law and the circumstances of the case.
Participation in a transaction shall not confer any rights other than those arising from the legal relationship actually established. Unless expressly provided otherwise or required by applicable law, these Terms and Conditions do not confer contractual rights on any third party who is not a party to that relationship.
Any transfer of a contractual position, or assignment or transfer of rights or obligations, shall be subject to the terms agreed between the parties, the nature of the relationship and applicable law.
e) Specific Terms
Certain services, engagements or transactions may be subject to specific terms setting out their subject matter, scope, duration, remuneration, instructions, conditions precedent, responsibilities or other particular circumstances.
Such terms may be set out in proposals, engagement letters, mandates, representation or consignment agreements, transaction confirmations, accepted orders, written communications or other appropriate instruments.
Any material amendments to an existing formalised relationship shall be made in accordance with the applicable documentation and, where appropriate, by agreement between the parties.
These Terms and Conditions may be updated to reflect legislative, regulatory, organisational or technical changes, or developments in Monterone Art’s activities. General amendments shall not, of themselves, alter the terms of contracts already entered into where the consent of the other party is required or where any other legal requirement applies.
f) Relationship with Other Policies
These Terms and Conditions form part of Monterone Art’s legal framework together with other documents addressing specific matters.
The Legal Notice primarily governs access to, browsing of and use of the Website and contains the relevant identification and contact details.
The Privacy Policy and Cookie Policy govern, respectively, the processing of personal data and the use of cookies and related technologies.
The Anti-Money Laundering Policy sets out the principles and procedures applicable in this area. Any contractual consequences arising in connection with a relationship or transaction shall be governed by these Terms and Conditions, the applicable Specific Terms and the relevant legislation.
The Delivery and Returns Policy shall apply to transactions falling within its scope and shall govern, among other matters, the preparation, packaging, dispatch, transport, delivery, receipt, storage and return of Works.
g) Languages and Versions
These Terms and Conditions may be published or made available in different languages in order to facilitate their use in international relationships.
The different language versions are intended to remain substantially equivalent in content. Any terminological or linguistic differences shall be interpreted in light of the meaning and purpose of the relevant provision.
Unless otherwise provided in the Specific Terms, the Spanish version shall prevail in the event of any discrepancy between language versions.
Where a particular relationship is documented primarily in another language, the applicable Specific Terms may designate a different prevailing version.
2 – CAPACITY AND REPRESENTATION
a) Legal Capacity
Natural and legal persons entering into a relationship with Monterone Art must have the legal capacity and authority required to enter into contracts and validly assume the relevant obligations.
Where a person acts on their own behalf, they shall be presumed to have sufficient legal capacity, without prejudice to any checks that may be carried out having regard to the nature, value, complexity or circumstances of the relationship.
In the case of legal persons, estates, fiduciary structures, foundations, unincorporated entities or other forms of organisation, Monterone Art may require such documentation as is necessary to establish their existence, structure, governance arrangements and legal capacity.
A lack of sufficient legal capacity or authority may prevent a relationship or transaction from being commenced or continued, without prejudice to any consequences arising under applicable law.
b) Acting Through Representatives
A natural or legal person may act through a representative where the representation is valid and sufficient for the relevant purpose.
Monterone Art may require identification of both the represented party and the representative, together with evidence of the existence, scope and continuing validity of the representative’s authority, before accepting instructions, executing documents, dealing with Works, making payments, receiving funds or carrying out other relevant acts.
The involvement of a representative does not, in itself, alter the identity of the contracting party or confer any independent rights on the representative in relation to the relevant relationship, unless the representative also acts in another expressly recognised capacity.
Where a particular act requires the personal involvement of the Client, owner or other specifically authorised person, instructions given solely through a representative may be declined.
c) Evidence of Authority
Monterone Art may at any time request documentation reasonably sufficient to verify the authority of any person seeking to act on behalf of another person or entity.
Such documentation may include, as appropriate, powers of attorney, authorisations, corporate resolutions, appointments, constitutional documents, registry certificates, trust documents, identification documents or other appropriate instruments enabling Monterone Art to determine who is authorised to act, the scope of that authority and any conditions to which it is subject.
Acceptance of particular documentation on one occasion shall not mean that the same documentation must be regarded as sufficient for subsequent acts of a different nature, scope or significance.
Where authority is limited, conditional or subject to joint action, compliance with the relevant conditions may be required before any instruction is carried out.
d) Acting on Behalf of Third Parties
Any person acting for the account of a third party, or claiming authority to act on another person’s behalf, shall disclose that fact where relevant and provide such information and documentation as may be necessary to determine the capacity in which they are acting.
Acting for the account of a third party shall not, in itself, create a direct contractual relationship with the person for whose account the relevant act is carried out, unless expressly agreed or otherwise arising from the legal nature of the relationship.
Monterone Art may require identification of the persons or entities for whose account a person is acting, together with evidence of authority, instructions or relevant relationships, where necessary to determine the parties correctly, carry out the transaction or comply with legal or regulatory obligations.
The identification of beneficial owners, the source or destination of funds and any other compliance checks shall be governed by the provisions specifically applicable to those matters.
e) Instructions from Authorised Persons
Instructions may be accepted from persons who have been identified or otherwise verified as authorised to act in connection with a particular relationship, within the limits of their authority.
Instructions shall be communicated through the agreed, enabled or otherwise recognised channels, without prejudice to Monterone Art’s right to require additional confirmation, supporting documentation or the use of a particular channel where warranted by the significance or potential effects of the relevant action.
Additional verification may be carried out before acting on instructions relating, among other matters, to payments or transfers, changes to banking details, the release or delivery of Works, acceptance of financial terms, or material amendments to a transaction.
Where more than one authorised person is involved, Monterone Art shall act in accordance with the duly communicated and evidenced rules governing their authority. In the absence of sufficiently clear instructions, action may be suspended until adequate confirmation is received.
f) Amendment and Revocation of Authorisations
Any amendment, limitation or revocation of an authorised person’s authority must be communicated with sufficient clarity and by a means that allows its source to be reasonably verified.
Any such amendment or revocation shall take effect once it has been effectively brought to Monterone Art’s attention and its scope can be sufficiently ascertained, without affecting any acts validly carried out beforehand in reliance on the authority then evidenced.
Where the change cannot be sufficiently verified, the affected actions may be suspended until the position has been clarified.
The Client, represented party or other relevant person shall promptly notify Monterone Art of any change to authority, offices held, authorised persons or rules governing authority that may be relevant to the relationship.
g) Doubts as to Authority or Representation
Where there are reasonable doubts as to identity, legal capacity, representation, the scope of authority, the authenticity of an instruction or the existence of conflicting instructions, action may be temporarily suspended until the position has been sufficiently clarified.
For these purposes, Monterone Art may require confirmations, additional documentation, ratifications, joint instructions, notarial, registry or equivalent evidence, or other measures proportionate to the nature and significance of the relevant action.
A suspension on these grounds shall not constitute a breach where it is reasonably necessary to prevent unauthorised action, protect legitimate interests or comply with legal or regulatory obligations.
If the doubt cannot be satisfactorily resolved, the relevant instruction may be declined or, where appropriate, any of the suspension or termination measures provided for in these Terms and Conditions may be taken.
3 – COMMENCEMENT OF THE RELATIONSHIP
a) Assessment and Selection
Before entering into a relationship, accepting an engagement or participating in a transaction, Monterone Art may assess its nature, scope, feasibility, compatibility with its activities, availability of resources, potential conflicts, legal or regulatory requirements, associated risks and any other relevant circumstances.
Depending on the circumstances, the assessment may include the identity and status of the persons involved, the nature of the services requested, the characteristics of the Work or transaction, the documentation available, the provenance of assets or funds, the jurisdictions involved and any potential need to engage third parties or specialists.
Receipt of an enquiry, request, proposal, documentation, Work or information shall not, in itself, constitute acceptance of an engagement, Client, relationship or transaction.
Monterone Art may decide not to enter into a particular relationship or not to accept an engagement or transaction, without any general obligation to provide reasons for that decision, except where required by applicable law or by a commitment previously undertaken.
b) Acceptance
Acceptance of a relationship, service, engagement or transaction shall take place by express confirmation or through the contracting procedure established for the relevant matter.
The mere continuation of discussions, exchange of information, preliminary assessment, receipt of documentation or performance of prior checks shall not, in themselves, constitute acceptance.
Where appropriate, acceptance may be formalised by means of an engagement letter, accepted proposal, mandate, representation or consignment agreement, transaction confirmation, accepted order, written communication or other equivalent instrument.
The existence and scope of such acceptance shall be determined by reference to the applicable documentation, the nature of the relationship and the relevant law.
c) Partial or Limited Acceptance
A relationship, engagement or transaction may be accepted on a partial or limited basis, or subject to conditions relating to particular matters, activities, Works, territories, stages, time periods, amounts, objectives or functions.
Acceptance of a particular matter shall not automatically imply acceptance of any related, subsequent or additional matter, even where it concerns the same person, Work, collection, subject matter or transaction.
Where the scope has been expressly defined, no obligations shall be assumed in respect of matters falling outside that scope unless they are subsequently incorporated into it on an express basis.
Any material extension of the engagement or change in the role initially assumed may be subject to a further assessment and acceptance process and, where appropriate, to additional Specific Terms.
d) Conditions Precedent
The commencement or performance of a relationship, service, engagement or transaction may be subject to the satisfactory fulfilment of certain conditions precedent.
Such conditions may include, among other matters, the identification and verification of the parties, evidence of authority or ownership, receipt of sufficient documentation, completion of legal or regulatory checks, acceptance of the applicable Specific Terms, and satisfaction of any financial obligations required to be fulfilled in advance.
Formal satisfaction of a condition shall not preclude Monterone Art from requesting additional information or carrying out further checks where new circumstances arise or where it is necessary to complete or update checks previously undertaken.
While any material condition precedent remains outstanding, the commencement or performance of the affected matter may be deferred without this, in itself, constituting a breach.
e) Previous Relationships
The existence of any prior relationships, engagements, transactions, collaborations or contacts shall not, in itself, give rise to any right to have new matters accepted or imply that terms previously applied will automatically extend to future relationships.
Each new relationship, service, engagement or transaction may be assessed independently and may be subject to new terms, checks or documentation requirements.
Previous dealings between the parties may be taken into account to facilitate the management of subsequent relationships, without prejudice to any updates, checks or formalities that may be required in each case.
f) Continuity of the Relationship
Acceptance of an ongoing relationship shall not oblige Monterone Art to accept any future engagement, transaction, instruction or other matter proposed within the scope of that relationship.
Any new matter may be assessed individually to determine whether it falls within the existing scope, requires an extension or amendment of the engagement, or should be subject to separate acceptance.
Continuation of the relationship may be conditional upon maintaining the information and documentation required, compliance with the obligations assumed, and the continued existence of the circumstances on the basis of which the relationship was accepted.
Where circumstances arise during the course of the relationship that justify its suspension, limitation or termination, these Terms and Conditions and, where applicable, the relevant Specific Terms shall apply.
4 – CLIENT RELATIONSHIPS
a) Onboarding
Once a relationship has been accepted, Monterone Art may establish an initial onboarding process to define its practical, documentary and operational arrangements.
The onboarding process may include the identification of points of contact and authorised persons, communication channels, the scope of the engagement, relevant instructions, approval procedures, documentation requirements and any other matters necessary for the proper management of the relationship.
Arrangements may also be established regarding the manner in which instructions, documentation, Works, confidential information or particularly significant communications are to be submitted or transmitted.
Information established during this stage shall be primarily operational in nature, unless, by reason of its content and the manner in which it is accepted, it is to be regarded as a Specific Term or as an amendment to the scope of the relationship.
b) Relationship Management
The relationship shall be managed in accordance with its nature, the agreed scope, the applicable Specific Terms and any instructions validly received.
The Client shall notify Monterone Art of any circumstances that may materially affect the conduct of the relationship, including changes to instructions, objectives, authorised persons, contact details, structure, ownership or representation.
Where a new instruction materially alters the scope, cost, risk or terms of a matter already accepted, Monterone Art may require confirmation of that instruction, a further assessment or an amendment to the applicable terms.
The internal organisation of each relationship, including the allocation of individuals or teams, shall be determined by Monterone Art, without prejudice to any functions that must be performed by a particular person or to any arrangements expressly agreed otherwise.
The ordinary management of the relationship shall not constitute automatic acceptance of any new engagement, transaction or matter falling outside the scope previously established.
Upon termination or completion of the relationship, such measures as are reasonably necessary for its orderly conclusion may be taken, including, where appropriate, settlement of outstanding amounts, delivery or return of documents or property, transfer of ongoing matters, and the subsequent handling of files and records.
c) Information and Documentation
The Client shall provide sufficient, accurate, complete and reasonably up-to-date information and documentation where necessary for the provision of Services, the execution of instructions, the conduct of transactions or compliance with legal or regulatory obligations.
Monterone Art may reasonably rely on information provided by the Client, its representatives or authorised persons, unless there are grounds to question its accuracy, completeness, currency or authenticity.
Any error, change or circumstance materially affecting the information provided shall be notified without undue delay.
Monterone Art may request clarifications, additional documents, originals, certified copies, translations, independent verification or other evidence reasonably required in the circumstances.
The provision of documentation shall not, unless expressly agreed otherwise, impose any obligation on Monterone Art to retain originals, physical files or other materials provided for an indefinite period. Their return, retention, delivery or disposal shall be governed by the nature of the documentation, the applicable instructions and the relevant legal obligations.
The processing of personal data contained in such documentation shall be governed by the Privacy Policy and applicable law.
d) Historical Records
Monterone Art may retain, where appropriate and legally permissible, historical or professional records relating to Clients, Works, collections, engagements, research, transactions or previous relationships.
Such records may be retained for purposes including continuity and knowledge of the relationship, documenting work performed, maintaining the traceability of Works and transactions, preserving professional history, protecting or enforcing legal rights, and complying with legal or regulatory obligations.
Where retention is voluntary and does not arise from a legal obligation, Monterone Art may determine what documentation it is reasonable to retain and for how long, without thereby assuming any general obligation to maintain permanent archives.
Documentation required to be retained under legal, tax, accounting, regulatory, anti-money laundering, professional conduct or procedural requirements shall be kept for the applicable retention periods, notwithstanding termination or completion of the relationship.
Upon closure of a relationship, the return, retention, delivery or disposal of particular documentation or materials may be agreed, without prejudice to any records that must, or may lawfully, be retained under applicable law, the terms governing the relationship or legitimate interests.
5 – ROLE
a) Acting on Own Account
Monterone Art may act on its own account in certain transactions, including the acquisition, holding, offering, sale or transfer of Works in respect of which it acts as owner or as a principal to the transaction.
In such cases, Monterone Art shall act in its own interest and shall not owe the other party the duties of an agent, representative, mandatary or intermediary, unless a separate relationship of that nature has also been expressly accepted.
Unless subject to a specific legal or contractual obligation, Monterone Art shall have no duty to disclose acquisition costs, margins, internal valuations, financial expectations, terms previously obtained or other proprietary commercial information.
Any difference between the acquisition cost of a Work and the price at which it is subsequently transferred shall, where applicable, constitute Monterone Art’s own commercial margin and shall not, in itself, be treated as a commission or intermediary fee.
b) Acting on Behalf of Third Parties
Monterone Art may also act for the account of Clients, owners, buyers, sellers, artists, collectors or other persons or entities where it has expressly accepted a role in the interests of, or for the account of, a third party.
The scope of any such role shall be determined by the relevant engagement, mandate, representation arrangement, Specific Terms, accepted instructions and any other applicable documentation.
Acting for the account of a third party shall not confer any authority beyond that expressly granted or necessarily arising from the nature of the relationship assumed.
Unless otherwise agreed or provided by law, Monterone Art shall not assume obligations in the name of a third party, deal with that party’s property or bind that party contractually beyond the scope of the authority conferred.
c) Intermediation, Representation and Mandate
Monterone Art may act as an intermediary, representative, mandatary or in any other legally permissible capacity connected with the preparation, negotiation, structuring, coordination or execution of a transaction.
Where Monterone Art acts solely as an intermediary, its role may include introducing the parties, transmitting information, coordinating communications, assisting with negotiations and taking other steps intended to facilitate a transaction, without this necessarily involving representation.
Where Monterone Art acts under a representation arrangement or mandate, its authority shall be limited to the scope expressly agreed or validly conferred and shall be exercised in accordance with the applicable instructions and relevant law.
The existence of an intermediation, representation or mandate relationship shall not, in itself, imply exclusivity, authority to dispose of property, authority to accept terms on behalf of another person, or authorisation to undertake commitments falling outside its scope.
d) Determination of Role in Each Transaction
Monterone Art’s position shall be determined by reference to the role actually assumed in each relationship or transaction and to the documentation, communications and circumstances defining its scope.
A single relationship may involve activities of different legal or commercial natures, and Monterone Art may assume different roles in separate transactions, provided that such roles are compatible and any potential conflicts of interest are appropriately managed.
The use of any particular commercial, professional or descriptive designation shall not, in itself, alter the legal nature of the role actually performed.
Where relevant to the rights or obligations of the parties, it shall be specified whether Monterone Art is acting on its own account, for the account of a third party, as intermediary, representative, mandatary, adviser, coordinator or in any other applicable capacity.
e) Limits of the Role
Monterone Art shall assume only those functions, powers and obligations falling within the scope expressly accepted or necessarily arising from the nature of the relevant relationship.
Participation in a transaction shall not imply the assumption of any obligations properly belonging to buyers, sellers, owners, artists, consignors, carriers, insurers, financial institutions, advisers, experts or other third parties.
Unless expressly undertaken otherwise, Monterone Art does not guarantee that any negotiation will result in an agreement, that a counterparty will accept particular terms, that a Work will remain available, or that a transaction will be validly concluded or completed.
Where a requested action falls outside the scope initially accepted, Monterone Art may require an extension or amendment of the engagement, additional Specific Terms or separate acceptance before proceeding.
6 – GALLERY
a) Gallery Activities
Monterone Art may conduct gallery activities through the selection, presentation, promotion, exhibition and public offering of Works through the Website, exhibitions, art fairs, presentations, collaborations or other appropriate channels.
The inclusion of any Work, artist or project shall be determined by Monterone Art’s own curatorial, commercial, professional and operational criteria, and no prior contact, collaboration or service shall, in itself, give rise to any right to such inclusion.
Gallery activities may involve Works owned by Monterone Art or by third parties, Works held on consignment, Works by represented artists, or Works in respect of which Monterone Art has sufficient authority to present or offer them commercially.
The publication or presentation of a Work shall not, in itself, alter the legal nature of the relationship under which Monterone Art acts in respect of that Work.
b) Inventory and Availability
Works presented by Monterone Art may form part of its own inventory or may be available through artists, owners, consignors or other third parties.
Publication of a Work on the Website, in a catalogue, at an exhibition or through any other channel does not guarantee its continued availability or imply that it has been reserved for any particular person.
A Work may cease to be available as a result of sale, reservation, withdrawal, return to its owner, changes to instructions, changes in its legal or physical status, or any other relevant circumstance.
Information relating to a Work may be updated, withdrawn or amended in order to reflect accurately its availability, attribution, description, condition or terms of sale.
Final availability shall be determined in accordance with the applicable terms and, where relevant, upon acceptance of the corresponding transaction.
c) Artist Selection and Representation
Artists may be selected for presentation, promotion, commercialisation, representation or participation in projects connected with Monterone Art’s gallery activities.
Representation shall require express acceptance and shall be governed by the terms agreed in each case. It may be exclusive or non-exclusive and may be limited by territory, Works, projects, channels, duration or other circumstances.
The provision of professional, legal, financial, appraisal, advisory, management or research services, occasional promotional activities or other forms of collaboration shall not, in itself, constitute representation or give rise to any expectation or right of future inclusion in the gallery.
Where representation exists, its scope shall be determined by the relevant agreement and shall not confer any authority beyond that expressly agreed or inherent in the nature of the relationship.
Termination of the representation relationship shall be governed by the applicable Specific Terms and by those provisions of these Terms and Conditions that are relevant in the circumstances.
d) Exhibitions and Projects
Monterone Art may organise, coordinate or develop exhibitions, presentations, art fairs, curatorial projects and other initiatives connected with its gallery activities.
The selection of artists, Works, venues, dates, formats, content and other elements shall be determined by Monterone Art within the scope of the applicable relationships and agreements.
Scheduled activities may be modified, postponed, adapted or cancelled for curatorial, operational, logistical, technical, security or availability reasons, as a result of force majeure, or due to other material circumstances.
The involvement of venues, institutions, carriers, insurers, installers, conservators, specialists or other service providers shall be governed by the terms applicable to their involvement and, where relevant, by the provisions of these Terms and Conditions relating to third parties and experts.
Matters relating to transport, delivery, receipt, packaging, installation, storage and other logistical arrangements shall, where applicable, be governed by the Delivery and Returns Policy and the relevant Specific Terms.
e) Sales on Own Account or on Behalf of Third Parties
As part of its gallery activities, Monterone Art may offer and sell Works on its own account or for the account of artists, owners, consignors or other third parties.
Where a sale is made on Monterone Art’s own account, Monterone Art shall act as principal to the transaction and the provisions relating to transactions on its own account shall apply.
Where Monterone Art acts for the account of a third party, the nature and scope of its role shall be determined in accordance with the relevant relationship, including, where applicable, the terms governing representation, consignment, mandate or intermediation.
The capacity in which Monterone Art acts in relation to a Work may vary between transactions and shall be determined by reference to ownership, authority, documentation and the terms applicable in each case.
Sales and other transactions relating to Works shall also be subject to the provisions of the section governing Transactions and, where applicable, to the Delivery and Returns Policy.
7 – ART DEALERSHIP
a) Private Market and Off-Market Transactions
Monterone Art may conduct art dealing activities in the private market through the identification, assessment, presentation, negotiation and execution of opportunities that do not necessarily form part of the gallery’s public inventory or are not offered through open-market channels.
Such transactions may involve Works offered on a confidential basis, assets not publicly marketed, specific requests from buyers or sellers, and other opportunities arising within the private market.
The existence of an opportunity, discussion or indication of potential availability shall not imply that a Work may be freely offered, that its identity or terms must be disclosed, or that the transaction may proceed otherwise than subject to any restrictions imposed by owners, counterparties or the circumstances applicable to the matter.
Monterone Art may determine selectively which opportunities are presented, to whom they are presented and at what stage particular information is disclosed, having regard to confidentiality, instructions received, the suitability of the counterparty and any other relevant factors.
b) Sourcing and Selection of Opportunities
Works and opportunities for acquisition or disposal may be identified through collectors, owners, artists, galleries, dealers, advisers, agents, institutions, intermediaries, professional networks or other market sources.
The identification of a potential opportunity shall not imply that its availability, ownership, authenticity, attribution, provenance, condition, price, legal status or effective transferability has been definitively verified.
Before proceeding, Monterone Art may carry out such checks, enquiries and verification as are proportionate to the nature, value and circumstances of the transaction.
Opportunities may be rejected where they are unsuitable, insufficiently documented, inconsistent with the engagement, legally problematic or otherwise unreasonable to pursue in light of any material circumstance.
c) Requests and Targeted Searches
Clients may request searches for specific Works, artists, periods, categories, characteristics or assets, as well as opportunities meeting previously defined criteria.
Acceptance of a search engagement shall not constitute any guarantee that a suitable opportunity will be identified, remain available, be acquired, fall within a particular price range or timeframe, or result in a completed transaction.
The scope of the search may be defined by reference to factors including artist, attribution, period, provenance, quality, condition, dimensions, budget, location or territorial restrictions.
Where necessary, Monterone Art may request clarification or amendment of such criteria before commencing or continuing the search.
Presentation of an opportunity shall not oblige the Client to acquire it, nor shall Monterone Art be required to continue pursuing it where circumstances arise that justify its withdrawal, review or suspension.
d) Discretion and Private-Market Information
Private market transactions may require a heightened degree of confidentiality regarding their existence, the identity of the parties, ownership of the Work, price, terms, documentation and negotiations.
Information may be disclosed progressively, on a limited or anonymised basis, or subject to conditions, where necessary to preserve confidentiality, comply with instructions or protect legitimate interests.
Access to certain information may be subject to prior identification, evidence of a genuine interest, acceptance of confidentiality obligations or other reasonable verification requirements.
Information obtained in connection with a transaction may not be disclosed or used for purposes unrelated to that transaction unless authorised or otherwise supported by a sufficient legal basis.
Any specific obligations relating to exclusivity, non-circumvention or protection of a commercial introduction must arise from the applicable Specific Terms and shall not be implied merely from the presentation of an opportunity.
e) Transactions on Own Account
As part of its art dealing activities, Monterone Art may acquire, hold, offer or transfer Works on its own account.
In such cases, Monterone Art shall act as principal and may determine the financial terms on which it is prepared to acquire or transfer a Work, subject to the applicable legal and contractual limitations.
Unless subject to a specific legal or contractual obligation, Monterone Art shall have no duty to disclose acquisition costs, margins, internal valuations, financial expectations, terms negotiated with third parties or other proprietary commercial information.
Any difference between the acquisition cost of a Work and its transfer price shall, where applicable, constitute Monterone Art’s own commercial margin and shall not, in itself, be treated as a commission.
f) Intermediation and Representation
Monterone Art may act in the private market as an intermediary, representative, mandatary or in any other agreed capacity.
Where Monterone Art acts solely as an intermediary, its role may include introducing the parties, communicating proposals, coordinating communications, facilitating the exchange of documentation or participating in negotiations, without necessarily acting as representative of either party.
Where Monterone Art acts under a representation arrangement or mandate, its role shall be limited by the authority, instructions and terms expressly agreed.
Any remuneration payable shall be determined in accordance with the applicable Specific Terms and may reflect the nature, scope and complexity of the transaction.
Monterone Art’s involvement shall not constitute any guarantee that the parties will reach an agreement or that the transaction will be validly concluded or completed.
g) Development and Execution of Transactions
Private market transactions may proceed in stages and may include identification of the opportunity, contact with the parties, progressive exchange of information, documentary verification, valuation, due diligence, negotiation, structuring, formalisation and coordination of completion.
The commencement of discussions or negotiations shall not imply that a binding transaction has been concluded, nor shall it oblige any party to proceed to completion, unless a binding commitment has been expressly undertaken.
Progress of the transaction may be subject to checks relating to identity, representation, ownership, authenticity, attribution, provenance, condition, legal status, regulatory compliance, financing, payments, export, import or cultural property requirements.
The transaction may be suspended or discontinued where such checks cannot be satisfactorily completed, new material circumstances arise, a party withdraws its interest, or legal, regulatory, commercial or professional reasons justify not proceeding further.
Final formalisation and completion shall be governed by these Terms and Conditions, the applicable Specific Terms and any other relevant policies.
8 – PROFESSIONAL SERVICES
a) Scope
Monterone Art may provide professional services relating to the art market, Works, collections, cultural heritage and related transactions, within the scope expressly accepted in each case.
Such services may include, among other matters, appraisal and valuation, research, advisory services for artists, legal services, financial advisory services relating to art assets, collection management, conservation and restoration, exhibition curation, corporate collections, transaction structuring and coordination, mediation and arbitration.
The nature and extent of each service shall be determined by the relevant engagement, and the provision of one service shall not imply the assumption of any different or additional functions.
Where a particular matter requires specific professional qualifications, authorisation or specialist expertise, Monterone Art may engage appropriately qualified professionals or third parties.
b) Engagement
The provision of professional services shall require acceptance of the relevant engagement.
The engagement may be formalised by means of a proposal, engagement letter, mandate, written communication, Specific Terms or other instrument appropriate to the nature of the service.
The applicable documentation may set out its subject matter, scope, purpose, methodology, duration, timetable, fees, expenses, deliverables, points of contact and any other relevant terms.
An initial enquiry, the submission of documentation or preliminary discussions shall not, in themselves, constitute acceptance of an engagement.
Any material extension or amendment of the service may be subject to a further assessment and acceptance process.
c) Specific Terms
Professional services may be subject to Specific Terms tailored to their nature, purpose, complexity, duration, jurisdiction or particular risks.
Such terms may regulate, among other matters, the Client’s information and cooperation obligations, confidentiality, authorisations, payments, advance funding, involvement of third parties, use of reports, documentation or the handling of materials.
In the event of any inconsistency between such Specific Terms and these Terms and Conditions, the Specific Terms shall prevail in respect of the matters they specifically regulate.
Their application to a particular service shall not result in their automatic extension to any subsequent engagement.
d) Information and Instructions
The Client shall provide such information, documentation, materials and instructions as are reasonably necessary for the proper performance of the service and shall notify Monterone Art of any circumstances that may materially affect its performance or conclusions.
Monterone Art may reasonably rely on information provided by the Client, its representatives, authorised persons or sources appropriate to the engagement, without prejudice to any checks that may be required.
Where inconsistencies, omissions, uncertainties or material changes arise, Monterone Art may request clarification, additional documentation, access to Works, authorisations or any other measures necessary for the proper performance of the service.
Instructions must be sufficiently clear and consistent with the scope of the engagement, applicable law and the relevant professional obligations.
Monterone Art may decline or suspend instructions that are ambiguous, contradictory, incomplete, outside the accepted scope or cannot lawfully be acted upon.
e) Appraisal and Research
Appraisal, valuation and research services shall be carried out by reference to their purpose, valuation or reference date, the information available, the methodology applied and the circumstances of the Work, collection or asset under review.
Depending on the circumstances, such services may be based on physical inspection, documentation, photographs, market information, comparable transactions, provenance, bibliography, databases, technical analyses or specialist opinions.
Where no physical inspection has taken place, or where material limitations apply, those limitations may be stated in the relevant report or conclusions.
Valuations constitute professional opinions given by reference to particular circumstances and a specific date and do not guarantee the price that may be achieved in any future sale, auction or other transaction.
Use of a report for purposes other than those for which it was prepared, disclosure to third parties, updating, or the extent to which it may be relied upon may be subject to specific conditions.
Scientific testing, sampling, opening of frames or other potentially invasive procedures shall, where appropriate, require prior authorisation.
f) Legal Services
Legal services shall be deemed accepted only where a specific professional engagement has been entered into that sufficiently defines their subject matter and scope.
An initial enquiry, the submission of documentation or a preliminary analysis shall not, in itself, create a lawyer-client relationship or any obligation to assume representation or conduct a defence.
Acceptance may be subject to client identification and verification, conflict checks, determination of the relevant jurisdiction and compliance with applicable professional requirements.
Where necessary, lawyers, court representatives, local counsel or other duly qualified professionals may be engaged.
Communications and documentation shall be subject to the applicable confidentiality regime and, where relevant, to professional secrecy or legal professional privilege, depending on the nature of the service and the relevant jurisdiction.
No particular outcome is guaranteed in proceedings, negotiations, disputes or matters before public authorities.
g) Financial Services
Financial services relating to Works and collections may include analysis, structuring, advisory and coordination services in connection with economic or financial matters concerning such assets.
Such services may include matters relating to art-backed financing, wealth or asset structuring, transaction analysis, liaison with financial institutions, or coordination of specialist service providers.
Unless expressly stated otherwise and subject to the relevant authorisation being held, the provision of such services shall not imply that Monterone Art is acting as a bank, credit institution, lender, depositary, custodian, investment manager or any other entity subject to specific regulatory authorisation.
Decisions concerning the granting of financing, its terms, security, risk assessment or financial products shall remain the responsibility of the institutions or third parties performing those functions.
Monterone Art does not guarantee the availability of financing, any return, liquidity, appreciation in the value of a Work, or any other future economic outcome.
Matters subject to a particular jurisdiction may require independent advice from appropriately qualified professionals.
h) Mediation and Arbitration
Monterone Art may provide services relating to the prevention, management and resolution of disputes, including the preparation, coordination of, or assistance with, mediation and arbitration proceedings.
Advising or representing a party shall be distinct from any neutral role that may be assumed in relation to the same dispute.
Monterone Art shall act as mediator, arbitrator or other neutral third party only where such a role is compatible with the circumstances of the dispute and the applicable requirements of independence, impartiality, qualification and any other relevant conditions are satisfied.
Where applicable law or the rules governing the proceedings require the neutral role to be performed by a particular natural person, that role shall be carried out by an individual who satisfies the relevant requirements.
Monterone Art’s involvement in mediation or arbitration between third parties shall not imply that disputes involving Monterone Art are submitted to those mechanisms unless specifically agreed.
i) Management and Coordination
Monterone Art may assume management or coordination functions relating to Works, collections, projects, transactions or professional services where these fall within the accepted scope.
Such functions may include inventories, documentation, location and movement of Works, reference values for insurance purposes, loans, conservation, restoration, transport, installation, exhibitions, service providers, advisers or specialists.
Collection management shall not, in itself, imply physical custody, insurance cover or the assumption of responsibility as depositary, unless expressly accepted.
Conservation or restoration work may be subject to specific proposals, estimates and authorisations, and may require review where circumstances arise that were not identified at the outset. Such work shall not imply any guarantee of an increase in, or preservation of, the economic value of the Work.
Exhibition curation and coordination may include content selection, loans, insurance, transport, installation, image rights, venues and service providers within the agreed scope.
In the case of corporate collections, instructions and approvals may be required from persons duly authorised by the relevant entity.
The planning of cultural itineraries, visits or experiences relating to art and cultural heritage shall not, in itself, constitute the provision of services proper to a travel agency, carrier, accommodation provider or other tourism service provider.
j) Results and Limitations
Professional services shall be performed with the degree of care appropriate to their nature and to the scope of the engagement, without any guarantee of achieving a particular outcome unless expressly undertaken or required by applicable law.
Opinions, valuations, recommendations and conclusions shall be formulated by reference to the information and circumstances available at the relevant time and may be affected by subsequent facts, documentation, academic developments, market changes or later-acquired knowledge.
Any decisions taken by the Client on the basis of such services shall remain within the Client’s own sphere of responsibility, without prejudice to the obligations assumed by Monterone Art in providing the relevant service.
Where the outcome depends on authorities, courts, financial institutions, insurers, experts, institutions, owners, buyers, sellers or other third parties, Monterone Art does not guarantee their decisions, actions or conduct.
Any limitations specific to a particular service may be set out in the applicable Specific Terms, reports, proposals or other documentation and shall be interpreted together with these Terms and Conditions.
9 – CONFLICTS OF INTEREST
a) Identification
Monterone Art shall seek to identify and assess any conflicts of interest that may arise before or during a relationship, service, engagement or transaction, having regard to the nature of the matter, the parties involved and the role actually assumed.
A conflict may arise where Monterone Art’s own interests, those of a Client, another person to whom services are provided, or a third party connected with the transaction may materially interfere with the proper performance of the obligations undertaken.
The mere existence of differing interests, concurrent relationships or the involvement of several parties in the same transaction shall not necessarily constitute a conflict preventing Monterone Art from acting. Its significance shall depend on the circumstances and on whether it can be appropriately managed.
Where necessary, Monterone Art may request additional information, define or further delimit the respective roles, or temporarily suspend particular activities until the assessment has been completed.
b) Own Interests
Monterone Art may have its own economic, commercial or professional interests relating to a Work, artist, Client, counterparty, transaction or market.
Such interests may arise, among other circumstances, where Monterone Art acts on its own account as buyer, seller or owner of a Work, holds its own inventory, earns a commercial margin, provides different services relating to the same matter, or maintains professional relationships with other persons involved.
The existence of such interests shall not, in itself, prevent Monterone Art from acting where doing so is compatible with the role assumed, the applicable obligations and the appropriate management of any conflict of interest.
Unless disclosure is necessary to manage a material conflict of interest or is required by applicable law or the relevant terms, Monterone Art shall have no obligation to disclose acquisition costs, margins, internal valuations, financial expectations or other proprietary commercial information.
c) Concurrent Relationships
Monterone Art may maintain professional, commercial or contractual relationships simultaneously with different Clients, artists, collectors, owners, buyers, sellers, institutions, advisers or other market participants.
The existence of concurrent relationships shall not, in itself, imply incompatibility, exclusivity or a conflict of interest, unless this arises from the applicable Specific Terms, the nature of the relationship or the particular circumstances.
Monterone Art shall not be required to disclose the identity, confidential information, strategy, instructions or financial terms of one Client or relationship for the purpose of managing another, except with consent or where required by an applicable legal obligation.
Where two or more relationships give rise to materially incompatible interests, Monterone Art shall assess whether the conflict can be managed through the delineation of roles, information barriers, consent or other appropriate measures, or whether it is necessary to refrain from acting in relation to one or more of them.
d) Disclosure and Consent
Where a material conflict of interest can be managed through disclosure and consent, the persons affected may be informed of its existence and general nature to the extent necessary to enable them to make a sufficiently informed decision.
Any information disclosed shall remain subject to the limitations arising from confidentiality, professional secrecy, data protection, obligations owed to third parties and any other applicable restrictions.
Where consent is required, it must relate sufficiently to the circumstances giving rise to the conflict and may be subject to conditions or measures intended to ensure its appropriate management.
Obtaining consent shall not permit Monterone Art to continue acting where the conflict is legally incompatible with the role assumed, cannot be appropriately managed, or is subject to any legal, regulatory, professional or contractual prohibition.
e) Conflict Management
Where a conflict of interest can be managed, measures proportionate to its nature and significance may be adopted.
Such measures may include defining or modifying the scope of the engagement, separating functions or teams, restricting access to information, establishing separate communication channels, obtaining consent, involving independent third parties or adopting other appropriate measures.
Any conflict shall be managed in compliance with confidentiality obligations and with the restrictions applicable to the sharing of information between different relationships or parties.
A measure adopted in a particular case shall not imply that the same measure must necessarily be applied in other circumstances.
f) Subsequent Conflicts
Where a conflict of interest arises or is identified after a relationship, service, engagement or transaction has commenced, its implications and any necessary measures shall be assessed.
While that assessment is being carried out, the affected activities may be temporarily suspended where continuing could compromise the appropriate management of the conflict or prejudice any of the parties.
Where the conflict can be managed, the scope, terms, procedures or persons involved may be modified, the relevant consents may be sought, or other proportionate measures may be adopted.
The emergence of a conflict of interest after commencement shall not automatically result in termination of the relationship, unless its nature or seriousness, or the applicable obligations, make it unreasonable to continue.
g) Abstention or Termination
Monterone Art may decline to act, limit or suspend its involvement, or terminate a relationship in whole or in part where a conflict of interest cannot be appropriately managed.
The decision may affect only the service, transaction or role to which the conflict relates, or may extend to other related matters where necessary.
Where appropriate, such measures as are reasonably necessary may be taken to bring Monterone Art’s involvement to an orderly conclusion, protect confidential information, and deal with any outstanding documentation, Works or funds.
Any decision to refrain from acting, suspend involvement or terminate a relationship on grounds of conflict of interest shall be made in accordance with applicable law, relevant professional obligations, these Terms and Conditions and the applicable Specific Terms.
10 – CONFIDENTIALITY
a) Confidential Information
All non-public information known, received, generated or exchanged in connection with a service, engagement, transaction or relationship shall be treated as confidential where, by reason of its nature, content, purpose or surrounding circumstances, it should reasonably be regarded as confidential.
Confidential information may include, among other matters, the identity of Clients, counterparties, owners, buyers or sellers; the existence of transactions; prices and financial terms; negotiations; documentation; information concerning Works and collections; provenance; research; reports; non-public images; strategies; instructions; and transaction structures.
Information need not be expressly identified as confidential where its confidential nature is reasonably apparent.
These obligations shall apply without prejudice to any specific regimes governing personal data, professional secrecy, intellectual property, third-party information or other specially protected categories.
b) Private Market
Information relating to private market and off-market transactions shall be subject to a heightened duty of discretion.
Confidential information may include the very existence of an opportunity, the identity of the parties, ownership or location of the Work, its availability, price, terms, documentation, images, negotiations, introductions and any other related information.
Monterone Art may disclose such information progressively, on a limited or anonymised basis, or subject to conditions, where necessary to protect the transaction, comply with instructions, verify the interest of a prospective counterparty or preserve legitimate interests.
Access to such information shall not authorise its disclosure, publication or use for any purpose unrelated to the relevant transaction.
Any specific obligations relating to exclusivity, non-circumvention or the protection of commercial introductions must arise from the applicable Specific Terms and shall not be implied merely from the communication of an opportunity.
c) Use and Disclosure
Confidential information may be used only to the extent necessary to assess, develop, carry out, manage or document the relationship or transaction for which it was disclosed, or for other purposes legitimately connected with it.
The parties shall take reasonable measures to prevent unauthorised access to, use, reproduction or disclosure of such information.
Access may be restricted internally to persons who need the information in order to perform their functions, and appropriate access restrictions or levels may be established according to its sensitivity.
Information received may not be used to prejudice legitimate interests, circumvent the terms applicable to a relationship, or engage in conduct incompatible with the obligations undertaken.
Confidentiality obligations shall not prevent the use of experience, methodologies, general know-how or professional judgement that does not identify or disclose confidential information relating to a particular relationship.
d) Authorised Third Parties
Confidential information may be disclosed to employees, collaborators, advisers, lawyers, auditors, experts, specialists, carriers, insurers, financial institutions, service providers or other third parties where their involvement is reasonably necessary.
Where practicable, any such disclosure shall be limited to the information necessary for the relevant purpose.
Monterone Art shall seek to ensure that such third parties are subject to appropriate confidentiality obligations arising under law, by virtue of their professional status, under contract or pursuant to any other applicable arrangement.
Where a transaction requires information to be disclosed progressively to prospective counterparties or other participants, such disclosure may be made subject to prior identification, confidentiality, verification or similar requirements.
e) Exceptions and Disclosure Obligations
Confidentiality obligations shall not prevent the disclosure of information that is publicly available without breach of any duty of confidence, was lawfully known beforehand, is lawfully received from a third party, or may be disclosed pursuant to a valid authorisation.
Nor shall such obligations prevent disclosures necessary to comply with legal, regulatory, tax, professional, anti-money laundering or counter-terrorist financing obligations, or with requests or requirements issued by courts, authorities or other competent bodies.
Where legally permissible, any such disclosure shall be limited to the information necessary to comply with the relevant obligation, request or requirement.
Where applicable law prohibits informing the affected person of the existence or purpose of a check, disclosure or communication to an authority, such information may be withheld.
Information may also be used or disclosed to the extent reasonably necessary to bring, exercise or defend rights and claims, obtain professional advice, or demonstrate compliance with applicable obligations.
f) Duration
Confidentiality obligations shall remain in force throughout the relationship and shall continue after its termination for so long as the information reasonably retains its confidential character.
The completion or termination of a service, engagement or transaction shall not, in itself, authorise the disclosure or use of information that remains protected by reason of its nature, contract, professional secrecy, third-party rights or applicable law.
Where the applicable Specific Terms provide for a particular period, that period shall apply without prejudice to any obligations that are required to remain in force for a longer period.
Confidentiality may continue indefinitely in respect of information that, by its nature or under applicable law, remains confidential.
11 – THIRD PARTIES AND EXPERTS
a) Involvement of Third Parties
Monterone Art may engage third parties where necessary or appropriate to provide a service, perform an engagement, carry out a transaction, examine a Work or comply with legal, professional or regulatory obligations.
Such third parties may include, among others, lawyers, tax or financial advisers, appraisers, conservators, restorers, scientists, laboratories, art historians, provenance researchers, carriers, storage providers, insurers, photographers, installers, financial institutions, technology providers and other specialist professionals.
The involvement of a third party shall not necessarily mean that Monterone Art assumes that third party’s professional obligations or that a direct contractual relationship exists between the third party and the Client. The nature of each relationship shall depend on who engages the third party, the role performed and the applicable terms.
Information necessary for the third party’s involvement may be disclosed subject to the applicable obligations of confidentiality, data protection and any other relevant restrictions.
b) Experts and Specialists
Where the nature of a Work, collection, transaction or service requires specialist knowledge, Monterone Art may seek or recommend opinions from experts, specialists, committees, archives, foundations, laboratories, conservators, restorers or other suitably qualified professionals.
Their involvement may relate, among other matters, to authenticity, attribution, provenance, dating, technique, materials, condition, authorship, cataloguing, valuation, ownership or legal restrictions.
Selection may be based on qualifications, experience, specialisation, professional reputation, availability, independence or other relevant criteria.
Where appropriate, more than one opinion may be sought or conclusions from different sources may be compared, without this implying any obligation to reach a definitive conclusion where the matter is uncertain, disputed or subject to revision.
An expert opinion shall not automatically be adopted as Monterone Art’s own and shall not, in itself, constitute an absolute guarantee in relation to the matter considered.
c) External Service Providers
External service providers may be used for physical, technical, logistical, administrative or ancillary activities connected with Monterone Art’s operations.
Such providers may include specialist transport and storage companies, insurers, installers, framers, photographers, laboratories, technology platforms, payment service providers, document service providers and other service providers.
They may be selected directly by Monterone Art, by the Client or by mutual agreement, having regard to the nature of the relevant activity, instructions received, availability, location, technical requirements, security and cost.
The services provided by such third parties may be subject to their own terms of engagement, limitations of liability, operational requirements, insurance arrangements and timeframes.
d) Engagement and Coordination
Third parties and experts may be engaged directly by Monterone Art, by the Client or by another person involved, as appropriate.
Where they are engaged directly by Monterone Art to carry out activities falling within the scope of an engagement undertaken for the Client, this shall not exclude any obligations incumbent on Monterone Art by virtue of the role assumed or under applicable law.
Where a third party is engaged directly by the Client, a counterparty or another person, Monterone Art may coordinate that third party’s involvement without thereby becoming a party to the contract entered into with them.
The recommendation or introduction of a professional or service provider shall not, in itself, constitute any guarantee as to their performance, results, availability, financial standing or suitability for purposes other than those for which they were considered.
Where appropriate in light of the nature of the role, applicable professional rules or the relevant jurisdiction, Monterone Art may require certain third parties to be engaged directly by the Client.
e) Fees and Costs
Fees, expenses and costs arising from the involvement of third parties or experts may be borne by Monterone Art, charged to the Client or paid directly by the Client, as provided in the applicable terms.
Where practicable, estimated costs may be communicated in advance or authorisation may be sought before significant expenses are incurred, without prejudice to urgent or necessary action, or to expenditure otherwise authorised within the scope of the engagement.
Quotes or estimates may be revised where the scope of the relevant work changes, circumstances arise that were not known at the outset, or additional work becomes necessary.
Any remuneration payable for Monterone Art’s own coordination, management or supervisory activities shall be determined separately from the fees payable to the relevant third party.
f) Scope of Opinions and Services
Opinions, reports, certificates, analyses, assessments, appraisals and other work produced by third parties shall remain the responsibility of their respective authors and shall be governed by the scope, methodology, limitations and terms under which they were issued.
Such materials may be taken into account in connection with other services or transactions, but their content shall not be adopted as Monterone Art’s own conclusion except to the extent that it is expressly adopted, incorporated or is reasonably required to be verified within the scope of the relevant engagement.
Specialist opinions may depend on the information available, the state of knowledge at the relevant time, the methodology applied and professional or academic criteria that may evolve or be subject to differing views.
The existence of differing opinions, subsequent changes in attribution, new discoveries, revisions to catalogues raisonnés or changes in academic criteria shall not, in themselves, imply that an earlier opinion was negligent or incorrect when it was given.
The use or circulation of a report, or the extent to which third parties may rely upon it, may be subject to the terms established by its author or under the relevant contractual relationship.
g) Liability
Liability arising from the acts or services of third parties or experts shall be determined by reference to who engaged them, the nature of their involvement, the role assumed by Monterone Art, the applicable terms and relevant law.
Where a third party is engaged directly by the Client or by another person, responsibility for that third party’s services shall rest with the third party, without prejudice to any liability that may attach to Monterone Art in respect of its own selection, recommendation, coordination or supervision activities where these form part of the engagement.
Where Monterone Art engages a third party to perform obligations falling within the scope of a service undertaken for the Client, the involvement of that third party shall not exclude any liability that cannot validly be transferred, excluded or limited.
Monterone Art shall not be liable for acts or omissions of third parties falling outside the scope of the control, selection or coordination assumed by Monterone Art, without prejudice to any obligations arising under applicable law.
Any exclusion or limitation relating to third parties shall be construed by reference to the role actually assumed and shall not apply where the relevant liability cannot validly be excluded or limited.
12 – TRANSACTIONS
a) Scope and Types of Transaction
The provisions of this section shall apply to transactions involving Works in which Monterone Art participates, whether on its own account, for the account of third parties, as intermediary, representative, mandatary, consignee or in any other capacity validly assumed.
Such transactions may include, among other arrangements, sales and purchases, consignments, purchase or sale mandates, sourcing, commissions for Works, private acquisitions or transfers, and transactions carried out as part of Monterone Art’s gallery or art dealing activities.
The role assumed, the parties, the subject matter and the applicable terms shall be determined by reference to the documentation, communications, Specific Terms and circumstances of each transaction.
Preparation, packaging, transport, dispatch, delivery, receipt, storage, logistical incidents and returns shall also, where applicable, be governed by the Delivery and Returns Policy.
b) Information and Availability
Information relating to a Work may include, as appropriate, authorship or attribution, title, date, technique, materials, dimensions, provenance, bibliography, exhibition history, condition, images, documentation, price and other relevant details.
Such information may be prepared on the basis of Monterone Art’s own records or information obtained from owners, consignors, artists, experts, archives, publications, databases, historical documentation or other reasonably appropriate sources.
The information may be corrected, supplemented or updated where new evidence, documentation, specialist opinions or other relevant circumstances arise.
The publication, presentation or communication of information concerning a Work does not guarantee its continued availability. A Work may be sold, reserved, withdrawn, become subject to negotiation or otherwise cease to be available before the transaction is concluded.
Where particular information is material to a party’s decision, reasonable clarification or verification may be requested before the transaction is formalised.
c) Attribution, Authenticity and Provenance
References to authorship, attribution, authenticity, dating, workshop, circle, school, provenance or other art-historical matters shall be made by reference to the information and knowledge reasonably available at the relevant time.
Where appropriate, archives, catalogues raisonnés, foundations, committees, experts, laboratories, conservators, researchers or other specialist sources may be consulted.
An attribution, opinion or professional conclusion does not necessarily imply absolute certainty, particularly where there is academic debate, evolving knowledge, new documentation or subsequent revision of relevant criteria.
Subsequent changes in attribution or scholarly opinion shall not, in themselves, imply that an earlier description or opinion was incorrect or negligent where it was reasonably formulated on the basis of the information available at the time.
Where material doubts arise concerning authenticity, attribution, provenance, ownership or legal status, Monterone Art may suspend the relevant examination, offering, marketing, delivery or transaction, request additional documentation, seek expert opinions or scientific testing, preserve relevant evidence and cooperate with the competent authorities where appropriate.
The existence of a suspicion, investigation or disagreement shall not, in itself, amount to a definitive determination that a Work is false or inauthentic.
d) Condition
Works, particularly historic, antique or previously used Works, may show signs of wear, restoration, losses, craquelure, discolouration, repairs, replacements, previous interventions or other characteristics arising from their age, materials, technique, conservation history or prior use.
Information concerning the condition of a Work shall be limited to the scope of the documentation, inspection and analysis carried out and shall not necessarily constitute an exhaustive description of all existing alterations or defects.
Where warranted by the nature, value or circumstances of the Work, Monterone Art may recommend or request a condition report, conservation examination, technical analysis or specialist opinion.
Photographs and other images are provided for information purposes only and may not reproduce exactly the colour, scale, texture, relief, gloss, surface condition or other physical characteristics of a Work.
The absence of an express reference to a particular alteration shall not necessarily imply that the Work is in perfect condition, particularly where such alteration is consistent with its nature or age.
e) Offer, Order and Acceptance
The presentation of a Work, indication of a price, communication of availability, issue of a proposal or inclusion of a Work on the Website shall not, in themselves, constitute a contractual offer capable of immediate acceptance, unless expressly stated otherwise or unless the applicable contracting process has a different legal effect.
Orders may be subject to verification of availability, price, the identity of the parties, method of payment, regulatory compliance and any other necessary checks before final acceptance.
Automated confirmations generated by electronic systems may constitute only technical acknowledgement of receipt and shall not necessarily amount to acceptance of the transaction where further checks remain outstanding.
In individually negotiated transactions, contract formation shall be determined by reference to the relevant proposals, acceptances, confirmations, documents and other applicable circumstances.
Receipt of deposits, advance payments or other funds shall not, in itself, constitute final acceptance where any conditions precedent remain outstanding.
Manifest errors relating to price, description, availability or other terms may be corrected before the transaction is concluded. Where an error is identified after conclusion, it shall be dealt with in accordance with applicable law and the particular circumstances.
Electronic contracting shall be conducted in accordance with applicable information, confirmation and other legally required formalities.
f) Price, Taxes and Payment
The price shall be the amount indicated or agreed for the relevant transaction and may be stated in euros or in any other accepted currency.
Unless otherwise stated, the price may exclude taxes, import or export duties, fees, bank charges, transport, insurance, storage, installation, third-party services and any other applicable costs.
Any amounts due shall be paid in the manner, currency, timeframe and to the account specified.
Deposits, advance payments, funds on account or payment in full may be required before a Work is reserved, particular actions are carried out, an acquisition is formalised, delivery is instructed or commitments are undertaken towards third parties.
As a general rule, payments must originate from the person or entity involved in the transaction or from a source that has been previously identified and accepted. Third-party, split, unusual or insufficiently traceable payments may be declined, suspended or made subject to additional verification.
Any change to banking instructions may be subject to security checks. The parties must exercise particular care in relation to communications concerning changes to bank accounts or payment instructions.
Bank charges or currency conversion costs shall be borne in accordance with the applicable terms and, where relevant, must allow the full amount due to be received.
Refunds may be subject to verification and may be made using a method consistent with the original source of payment.
g) Title and Transfer
Title to a Work shall pass in accordance with the agreed terms and applicable law.
Where a sale is made on Monterone Art’s own account, it may be provided that title shall not pass until the price and any other amounts due have been paid in full.
Where Monterone Art acts for the account of third parties, title shall pass between the relevant parties in accordance with the nature of the transaction.
Title and risk may pass at different times where so provided by the applicable terms, the Delivery and Returns Policy or applicable law.
The acquisition of a Work shall not, in itself, entail the transfer of any intellectual property rights, including rights of reproduction, image rights, rights of communication to the public, adaptation rights or any other rights distinct from ownership of the physical Work, unless expressly agreed or otherwise provided by law.
Delivery may be deferred for so long as any amounts due, required verifications or other lawfully established conditions remain outstanding.
h) Commissioned Works and Reproductions
Monterone Art may be involved in the production, commissioning, acquisition or sale of Works created specifically for a Client, as well as editions, reproductions or other pieces whose characteristics are individually determined.
The applicable Specific Terms may set out the artist, technique, materials, dimensions, edition, finish, timetable, price, payments, approvals, modifications, installation, transport and any other relevant specifications.
Reasonable variations arising from manual processes, natural materials, artistic techniques or handcrafted execution shall not necessarily constitute a lack of conformity where they are consistent with the nature of the Work and with the terms agreed.
Any modifications requested after work has commenced may affect the price, timetable, feasibility or other terms and shall be subject to acceptance.
Final documentation, including certification or edition identification where applicable, may be provided once the Work has been completed.
Any rights of withdrawal, return or cancellation shall be determined in accordance with applicable law and the circumstances of the particular case. The fact that a Work is made to order shall not, in itself, exclude any mandatory rights that may apply.
i) Entrusted Works and Consignment
Works may be received on a temporary basis for examination, appraisal, research, documentation, analysis, photography, conservation, restoration, exhibition, custody, sale, consignment or other expressly accepted purposes.
Physical delivery of a Work shall not, in itself, constitute a consignment or confer any authority to sell, dispose of or represent in relation to the Work beyond that expressly granted.
Any person delivering or consigning a Work must have sufficient title, authorisation or authority to do so and must provide accurate information concerning ownership, provenance, attribution, authenticity, condition, encumbrances, claims, export or import restrictions, litigation and any other known material circumstances.
Monterone Art may request documentation, carry out checks or require the involvement of experts before or during the receipt, examination, marketing or return of a Work.
Consignments may be subject to Specific Terms governing the price or sale range, duration, exclusivity, commission, expenses, authority to negotiate, insurance, conservation, exhibition, withdrawal, return and settlement.
Settlement with the consignor shall be made in accordance with the terms agreed, once the relevant funds have been finally received and any applicable checks and deductions have been completed.
Withdrawal or return shall be carried out in accordance with the terms governing the relationship, reasonable preparation and logistical requirements, and any outstanding obligation that may lawfully affect release of the Work.
Custody, transport, insurance, risk and liability in respect of Works entrusted to Monterone Art shall be determined by reference to the purpose for which the Work was delivered, the applicable Specific Terms, these Terms and Conditions and, where applicable, the Delivery and Returns Policy.
j) Purchase, Sale and Sourcing Mandates
Monterone Art may accept mandates to locate, acquire, sell or facilitate the transfer of Works in accordance with the criteria and terms agreed with the Client.
The mandate may define, among other matters, artists, Works, periods, characteristics, budget, target price, negotiation limits, duration, territory, exclusivity, authority to represent the Client, fees, expenses and approval procedures.
Unless sufficient authority has been granted, Monterone Art shall not conclude an acquisition or sale on behalf of the Client without the Client’s approval.
Acceptance of a search or sourcing mandate does not guarantee that a suitable Work will be located, that particular terms will be obtained, that an acquisition will be completed, or that any of these outcomes will be achieved within a particular timeframe.
Information concerning opportunities may be disclosed progressively and shall remain subject to confidentiality obligations and to the restrictions inherent in the private market.
Monterone Art may cease pursuing a transaction where the Work is no longer available, the terms fall outside the authorised parameters, the required checks cannot be satisfactorily completed, or any other material circumstance arises that makes it inadvisable to proceed.
Fees and expenses shall be determined in accordance with the applicable Specific Terms and may depend on the nature, scope, complexity and outcome of the engagement.
k) Export, Import and Cultural Property
The acquisition, transfer, movement, export or import of certain Works may be subject to licences, permits, certificates, declarations, customs controls, rights of pre-emption, restrictions on movement, laws governing historic heritage or cultural property, protected species, restricted materials, sanctions or other applicable requirements.
The need for any authorisation or documentation shall depend, among other factors, on the nature, age, authorship, value, provenance, materials, location, origin and destination of the Work.
Where prior administrative authorisation is required, dispatch or delivery may be made conditional upon such authorisation being obtained.
Monterone Art may provide assistance or coordination in obtaining permits and documentation where this falls within the accepted scope, and the cooperation of the other parties may be required where appropriate.
Export, import and customs procedures may involve inspections, controls, delays and decisions by authorities outside the parties’ control.
There shall be no obligation to carry out any transaction, shipment or movement prohibited by applicable law, sanctions, trade controls, import or export restrictions, or cultural property legislation.
Where a destination, route, transaction or method of delivery ceases to be legally viable or becomes subject to subsequently imposed restrictions, its performance may be suspended or adapted within the limits permitted by law.
Any costs, taxes, duties, permits and other expenses arising from such procedures shall be determined in accordance with the terms of the transaction and, where they can reasonably be ascertained in advance, shall be communicated accordingly.
13 – BREACH
a) Breach
A failure to comply with any obligation assumed under these Terms and Conditions, the applicable Specific Terms or any other document governing a relationship, service, engagement or transaction shall constitute a breach.
Circumstances that may constitute a breach include, among others, failure to pay amounts when due, failure to provide necessary cooperation, failure to comply with validly accepted instructions or conditions, omission of material information, provision of false, inaccurate or misleading information or documentation, and failure to remedy a situation that reasonably prevents the relationship from continuing.
Where a breach is capable of remedy, the defaulting party may be required to remedy it within a reasonable period. No such period need be granted where remedy is impossible or would serve no useful purpose, where urgency or a material risk exists, or where other measures may properly be taken immediately under applicable law or the relevant terms.
The existence of a breach shall not prevent the cumulative or alternative exercise of any rights or remedies available.
b) Suspension
A relationship, service, engagement, transaction or other activity may be suspended in whole or in part where a material circumstance arises that prevents or reasonably militates against its immediate continuation.
Suspension may result, among other circumstances, from breach, non-payment, lack of documentation or cooperation, doubts concerning instructions or authority, conflicts of interest, pending verification, issues relating to a Work, temporary inability to perform, risk of fraud, or legal or regulatory requirements.
The suspension may be limited to the affected matter or extended to related matters where necessary to protect the transaction, the parties, property, funds or compliance with legal or regulatory obligations.
While the suspension remains in effect, the execution of instructions, formalisation of transactions, disposal or release of funds, delivery of Works or continuation of services may be deferred.
Suspension shall not, in itself, constitute termination and may be lifted once the circumstances giving rise to it have ceased to exist or have been sufficiently resolved.
c) Termination
Relationships, services, engagements and transactions may terminate upon fulfilment of their purpose, expiry of the agreed term, agreement between the parties, exercise of a validly agreed termination right, breach, impossibility of continuation or any other ground provided for in the applicable terms or by law.
In the case of ongoing relationships for which no specific duration or termination regime has been agreed, termination shall be determined by reference to the nature of the engagement, the terms agreed and applicable law.
Monterone Art may terminate a relationship or engagement where there is a material breach, the necessary checks cannot be satisfactorily completed, the role assumed can no longer be properly performed, a conflict of interest cannot be adequately managed, or any other contractual, material, legal or regulatory circumstance arises that prevents or makes continued performance inappropriate.
Termination may be limited to a particular activity, service, Work, transaction or role where the relevant ground does not affect the relationship as a whole.
Termination shall be without prejudice to any rights, obligations, payments or liabilities that have already accrued.
d) Regulatory Compliance
The continuation of any relationship, service or transaction shall be subject to compliance with applicable legal, regulatory and professional obligations, including those relating to anti-money laundering, counter-terrorist financing, sanctions, fraud and other relevant matters.
Monterone Art may at any time request additional information or documentation relating, among other matters, to identity, representation, beneficial ownership, the structure of the transaction, the source or destination of funds, the provenance of a Work or the purpose of a transaction.
Where such checks cannot be satisfactorily completed, material inconsistencies arise, or a legal or regulatory impediment exists, Monterone Art may decline to commence an activity, suspend or defer its performance, decline instructions or terminate the relationship to the extent permitted or required by applicable law.
Monterone Art may also take such measures as are necessary where a transaction, Work or person is affected by sanctions, restrictions, requirements imposed by competent authorities, prohibitions on disposal, cultural property controls or restrictions on payments.
Where applicable law restricts or prohibits disclosure of the reasons for a check, suspension, decision not to act, communication to an authority or termination, such information may be withheld in whole or in part.
Document retention and cooperation with competent authorities shall be carried out in accordance with applicable law and the Anti-Money Laundering Policy.
e) Consequences of Termination
Termination shall not affect any rights or obligations arising before its effective date.
Fees, commissions, expenses, funds on account, reimbursements, prices, taxes, third-party costs and any other amounts accrued or committed may remain payable, as applicable.
Such measures as are reasonably necessary to bring the relationship to an orderly conclusion may be taken, including the settlement of outstanding amounts, delivery or return of documentation, Works or other property, transfer or coordination of outstanding matters, and the management of related funds or materials.
Where there are ongoing transactions, consignments, entrusted Works, mandates, introductions, commitments to third parties or activities already commenced, their continuing effects shall be determined in accordance with the applicable terms and the nature of the relevant matter.
Termination shall not require Monterone Art to carry out new instructions or assume additional responsibilities beyond those necessary to discharge obligations already accrued or, where appropriate, to bring the relationship to an orderly conclusion.
f) Surviving Obligations
Any obligations which, by their nature, purpose or content, are intended to continue beyond the duration of the relationship shall survive termination.
Such obligations may include, among others, confidentiality obligations, payment of accrued amounts, liability for prior acts, document retention, protection of information, respect for intellectual property rights, and obligations relating to funds, Works or documentation awaiting return.
Termination shall also be without prejudice to the provisions relating to claims, liability, governing law and jurisdiction, or to any other provisions necessary to determine the effects of the relationship after it has ended.
The duration of any surviving obligations shall be determined in accordance with these Terms and Conditions, the applicable Specific Terms, the nature of each obligation and applicable law.
14 – LIABILITY
a) Scope of Obligations
Monterone Art’s liability shall be determined by reference to the role actually assumed, the scope of the relevant service, engagement or transaction, and the applicable Specific Terms.
Monterone Art shall be liable only in respect of obligations expressly assumed or those necessarily arising from the nature of its involvement or under applicable law.
Where Monterone Art acts as intermediary, representative, mandatary, adviser, coordinator, gallery, art dealer or principal to a transaction, the scope of its obligations shall be determined by reference to that capacity, and obligations attaching to one role shall not automatically be attributed to another.
The provision of advisory, valuation, research, intermediation, sourcing, coordination or management services shall not constitute any guarantee as to decisions taken by the Client, acts or omissions of third parties, market developments, the availability of a Work, or any economic, legal or tax outcome, unless expressly undertaken or required by applicable law.
Where proper performance depends on information, documentation, instructions, authorisations or cooperation from Clients, counterparties or third parties, those circumstances shall be taken into account in determining the scope of the obligations assumed.
b) Causation and Attribution
Liability shall require a sufficient causal connection between the loss or damage claimed and a breach or other conduct for which legal responsibility may properly be attributed.
In determining such attribution, account shall be taken, among other circumstances, of the conduct of the parties, the information available, the instructions received, decisions taken by the Client, the involvement of third parties and any subsequent events.
To the extent permitted by applicable law, Monterone Art shall not be liable for consequences arising from false, inaccurate, incomplete, outdated or omitted information where it has reasonably relied on such information and there were no sufficient grounds to question it.
Nor, to the relevant extent, shall Monterone Art be liable for loss or damage arising from the Client’s instructions, decisions taken contrary to recommendations received, lack of cooperation, delays attributable to other parties, or independent breaches by third parties, without prejudice to any liability arising from Monterone Art’s own acts or omissions.
Where the conduct of the affected party has contributed to causing or aggravating the loss or damage, or where that party could reasonably have taken steps to mitigate its effects, such circumstances shall be taken into account in accordance with applicable law.
c) Exclusions and Limitations
To the extent permitted by applicable law, Monterone Art shall not be liable for any loss or damage that does not bear a sufficient causal connection to a breach for which Monterone Art is legally responsible, or for consequences arising exclusively from risks inherent in the transaction, the market, the Work or the acts or omissions of third parties.
In relationships with Clients acting in the course of a business or professional activity, indirect loss, loss of opportunity, loss of profit, loss of revenue, business or reputation, and other consequences that do not constitute a sufficiently direct or foreseeable result of the breach may, where legally permissible, be excluded or limited.
Where the applicable Specific Terms establish a monetary cap on liability in respect of a particular service, engagement or transaction, that cap shall apply in accordance with the terms agreed and within the limits permitted by law.
No exclusion or limitation shall apply where the relevant liability cannot validly be excluded or limited, nor shall any such exclusion or limitation affect the mandatory rights of consumers.
Nothing in this section shall operate as a waiver of any duty of care applicable by reason of the role actually assumed.
d) Force Majeure
Neither party shall be liable for any failure or delay in performance caused by force majeure or by any circumstance beyond its reasonable control whose effects could not reasonably have been avoided or overcome, to the extent recognised by applicable law.
Such circumstances may include, where they meet those requirements, armed conflict, terrorism, civil unrest, strikes, fires, floods, earthquakes, epidemics, public health emergencies, border closures, serious disruption to transport or communications, widespread infrastructure failures, acts or prohibitions of public authorities, sanctions, embargoes, trade restrictions and subsequent regulatory changes.
The affected party shall take such reasonable measures as are within its control to mitigate the effects of the relevant circumstances and resume performance when reasonably possible.
Force majeure shall not automatically discharge the affected obligations where they remain capable of performance at a later date, but may justify their suspension, delay or adaptation or, where performance becomes permanently impossible, termination of the relevant relationship or transaction.
Force majeure shall not affect obligations that have already fallen due and can be performed independently of the relevant event.
15 – CLAIMS
a) Claims
Any claim or complaint relating to a relationship, service, engagement, transaction or other matter shall be submitted using the current contact details set out in the Legal Notice.
It must contain sufficient information to identify the person making the claim or complaint, the relationship or transaction concerned, the facts on which it is based and, where applicable, any documentation necessary for its proper assessment.
Additional information or documentation may be requested where reasonably necessary to understand or deal with the claim or complaint.
Any other communications relating to these Terms and Conditions may be sent through the same channels, unless a different method of communication has been established for a particular relationship.
The submission of a claim or complaint shall not, in itself, suspend any outstanding obligations or ongoing activities, without prejudice to any measures that may need to be taken having regard to its nature and applicable law.
Where appropriate, the parties may seek in good faith to resolve the matter raised before commencing contentious proceedings, without limiting the exercise of any applicable rights or remedies or requiring the dispute to be submitted to mediation, arbitration or any other alternative dispute resolution procedure unless specifically agreed.
Claims or complaints relating to preparation, transport, delivery, receipt, damage, returns or other logistical matters shall also be governed by the Delivery and Returns Policy where applicable.
b) Governing Law
These Terms and Conditions, together with the relationships, services, engagements and transactions governed by them, shall be governed by Spanish law, unless the applicable Specific Terms validly provide for a different governing law or a different legal regime applies pursuant to rules of private international law or mandatory provisions.
The choice of Spanish law shall not deprive consumers of any protection afforded to them by applicable mandatory provisions.
Where a particular relationship or transaction is subject to professional, regulatory, tax, customs, cultural property or other rules of another jurisdiction, such rules shall apply to the extent required without, in themselves, altering the law generally governing the relationship.
c) Jurisdiction
Any dispute relating to the interpretation, validity, implementation, performance, breach or termination of these Terms and Conditions or of any relationship, service, engagement or transaction governed by them shall be subject to the jurisdiction of the courts of Madrid, Spain, where applicable law permits such jurisdiction to be validly agreed.
The foregoing shall be without prejudice to any mandatory rules of jurisdiction or venue applicable by reason of the subject matter, the status of the parties or any other legally relevant circumstance.
Where the parties have specifically agreed to submit a dispute to arbitration, mediation or another dispute resolution mechanism, the terms and rules applicable to that procedure shall govern.
