Terms and Conditions of Use Seller

Montpellier, 23/02/2022

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The “Seller” Terms and Conditions are intended for art market professionals (galleries, dealers, artists) wishing to exhibit and sell works on the Alfred marketplace.

PREAMBLE

The company Alfred, SARL with a capital of 10,000 Euros, whose head office is located at 1 place Christophe Colomb in Montpellier (34000), registered in the Trade and Companies Register of Montpellier under the number 890970874 (hereinafter: “Alfred”), offers, on the Site alfred-art.com (hereinafter: the “Site”), a marketplace allowing buyers (hereinafter: the “Buyer”), after registration, to enter into contact with art market professionals, galleries, dealers or artists (hereinafter: the “Seller”) also registered, who present and sell original works of art (hereinafter: the “Products”) offered at a fixed price.

Alfred can be contacted at the following coordinates, in particular for any request for additional information:

  • Postal address: Alfred, 1 place Christophe Colomb, 34000 Montpellier
  • Phone number: +33 (0)9 80 65 47 10
  • E-mail address: contact@alfred-art.com

In order to use the Site, the Seller must agree to abide by these Terms and Conditions of Use (hereinafter: the “Seller TOU”) without restriction or reservation. This acceptance is materialized by a validation click during his registration on the Site.

Sales made through the Site between Buyers and Sellers are governed by the General Terms and Conditions of Sale of the Site (hereinafter: the “GTCS”).

1. PURPOSE

The purpose of these General Terms and Conditions of Use Seller is to define the terms and conditions of exhibition and sale online (hereinafter: the “Service”) offered on the Site and to define the rights and obligations of the parties in this context. They can be accessed at any time by a direct link at the bottom of the Site. They may be supplemented, if necessary, by special terms of use, which supplement these General Terms of Use and, in the event of contradiction, prevail over them.

2. ACCESS TO THE SITE

The Site and the Services are accessible:

  • Any natural person who is at least 18 years of age and has full legal capacity to enter into these terms and conditions. A natural person who does not have full legal capacity may only access the Site with the consent of his or her legal representative.
  • To any legal entity acting through a natural person who has the legal capacity to contract in the name and on behalf of the legal entity.

3. ACCEPTANCE OF THE GENERAL CONDITIONS

If an artist, a gallery or a merchant submits an application on the Alfred website, the acceptance of the present General Terms of Use for Vendors is done after the application has been accepted by the Alfred selection committee. The Seller will receive an e-mail informing him/her of the acceptance of his/her application and asking him/her to accept the Seller’s GTC by an online validation.

Specific case: in case of creation of a Seller’s account by Alfred’s team, the Seller will receive an e-mail informing him that his Seller’s account has been created and asking him to accept the Seller’s Terms and Conditions by an online validation.

This acceptance can only be full and complete. Any membership with reservations is considered null and void. Any Seller who does not agree to be bound by these terms and conditions should not access the Site.

4. REGISTRATION ON THE SITE

Access to the Site is subject to the opening of an account on the Site. Any Seller wishing to exhibit and sell Products on the Site must apply online by submitting an application on the Site. The application form must be completed. Each application will be reviewed by the Alfred selection committee. Alfred carefully selects the Sellers in order to ensure the quality and the coherence of the catalog of Products offered on the Website. All candidates will be formally informed by return of the validation or refusal of their registration. Alfred remains the only one to decide on the selection criteria of the Sellers. Alfred is not required to communicate its selection criteria or to justify its choices. The Seller must provide all information marked as mandatory in the application form. Any incomplete form will not be considered. Any validation of an application by Alfred automatically leads to the opening of an account in the name of the Seller (hereafter: the “Account”). As soon as the Seller’s application is validated by the Alfred selection committee, the Seller receives an e-mail with access codes in order to connect to his Account.

The Seller guarantees that all information provided to Alfred is accurate, up-to-date and sincere and is not misleading. The Seller is informed and accepts that the information entered for the purpose of creating or updating his Account is proof of his identity. The information entered by the Seller is binding upon validation. The Seller undertakes to update this information in its Account in the event of modifications, so that it always corresponds to the above-mentioned criteria. The Seller can modify this information, login and password from his account on the Site. Alfred may also ask the Seller to provide any document or additional information necessary to implement the sales and/or Services. The Seller undertakes to provide such documents and information as soon as possible. The Seller can access his Account at any time after having identified himself with his login and password. He is solely responsible for maintaining the confidentiality of his login and password, any access to the Site using the latter being deemed to be made by the Seller. Seller agrees not to disclose or transfer its account, login and password and is solely responsible for their use until they are deactivated. He must immediately contact Alfred at the address mentioned in the preamble of the present document if he notices that his
Account waś used without his knowledge. He recognizes Alfred’s right to take all appropriate measures in such cases.

5. PRODUCTS OFFERED FOR SALE

The Seller can offer all types of original works for sale: paintings, sculptures, photographs, drawings, prints, iconic furniture, art objects… The Seller may list a maximum of 50 works. The works offered for sale on Alfred must constitute works of art within the meaning of Article 98A of Annex III of the General Tax Code. Each Seller must have all the rights and authorizations necessary to sell the products.

Each Product exhibited and offered for sale must be accompanied by a certificate of authenticity which the Seller will attach to the invoice at the time of sale.

Works of a defamatory, insulting, racist, xenophobic or obscene nature, or those promoting illegal activities, are prohibited.

The Seller undertakes to specify the essential characteristics of each Product in a technical data sheet appearing on the Site and filled in by the Seller before it is put online. Each Product file will be attached to an artist file that the Seller will have to create or complete if it already exists. The artist’s file will include key information about the artist (name, first name, date of birth, biography, individual or group exhibitions, etc.) and will be accompanied by a black and white photo also uploaded by the Seller. Seller may change and update this information. The descriptions of the Products offered for sale must be as complete as possible and must present the essential qualities of the work and the price. Alfred could not put online a Product whose description is incomplete. Seller agrees not to provide false information for the purpose of harming Buyer. The following fields are mandatory:

  • Artist (name, first name)
  • Title of the work
  • Date or Circa
  • Technique
  • Dimensions (with and without frame)
  • Price includes VAT
  • Presence of a signature
  • Theme
  • Current
  • Dominant Color

Each description must be accompanied by one to five photos of the work. Photos of works must be full-face, full-page and unreflected (JPEG, JPG or PNG format in high definition). Alfred would not be able to put online a Product with a bad quality picture. Alfred reserves the right to modify the description of a product put on sale for reasons of editorial consistency. Also, Alfred reserves the right not to put online a work which would not be in conformity with the spirit of the platform or the obligations of the Seller. Alfred can also decide unilaterally to remove a work from the platform according to the criteria of his choice.

6. PRODUCT PRICES

The selling price displayed on the Site is determined by the Seller. The price displayed is all taxes included according to the rules applicable to the seller. Alfred does not impose any exclusivity clause on sellers. Nevertheless, if the Seller is already referenced on other online art galleries, French or foreign, or if the Seller has his own gallery or online sales store, the Seller must ensure that the public price displayed for the same work of art is not higher on Alfred than on these other platforms.

7. AVAILABILITY OF PRODUCTS

The Products are offered for sale on the Site by the Seller, subject to their availability. The contract of sale between Buyer and Seller is subject to the resolutive condition that the Product is available or that its offer is accepted. The Seller shall confirm to Alfred by e-mail the availability of the Product, the acceptance and the validation of the order within 24 hours after the placing of the order by the buyer. In the event that the Product is no longer available, an e-mail informing the Buyer will be sent by Alfred within 48 hours, resulting in the cancellation of the order.

The fact that the Seller presents Products on the Site does not constitute an obligation to market them, particularly in the event of stock shortage, unavailability of Products or impossibility of marketing said Products, for whatever reason. In the absence of confirmation of the availability of the Product(s) and of the order within the above-mentioned period, the contract concluded between the Buyer and the Seller is automatically terminated and each of the parties is released from its obligations.

8. INVOICING MODALITY

The Seller remains responsible for each transaction. Seller shall include an invoice for the full amount of the sale with the Product upon shipment. The invoice will also be uploaded by the Seller directly into the Seller’s area. The invoice will include the following elements: the inventory number of the work (optional), a complete description of the work (name of the artist, title of the work, date of production, technique, dimensions, price, presence of a signature), a photo of the work taken from the front, the amount of the work including VAT in Euros.

The payment of the work will be received on a dedicated account held by Alfred and will be paid back to the Seller by bank transfer once the 14 days retraction period has elapsed in accordance with the regulations in force in distance selling.

The Seller must transmit the IBAN details of his bank account at the time of registration. This information will of course be confidential and completely secure.

9. CERTIFICATE OF AUTHENTICITY

Seller shall accompany the invoice with a certificate of authenticity from the gallery or artist certifying that the Product is an original work. An original version of the certificate of authenticity will be attached to the invoice and included in the product package and will also be uploaded by the Seller directly into the Seller’s area.

The certificate of authenticity must include some mandatory fields:

  • Date of certificate
  • Precise description of the work that includes:
    • Name and surname of the artist
    • Title of the work
    • Production date
    • Technique
    • Dimensions (with and without frame)
    • Price includes VAT
    • Presence of a signature
    • Photo taken from the front
    • Stamp of the gallery, the artist’s studio or the person in charge of the artist’s estate

10. ASSIGNMENT OF COPYRIGHT

By accepting the present General Terms of Use, the Seller grants Alfred representation and communication rights, which authorize Alfred to use for communication and promotion purposes all information about the Products transmitted by the Seller.

The right of representation includes in particular:

  • The right to represent or have represented the Work to the public in whole or in part, by any existing or to be discovered means of communication, and in particular by radio and television broadcasting, by any electronic communication network.

The right of communication includes in particular:

  • The right to distribute and broadcast the Work in any form useful for its exploitation and to communicate it to the pulic by any communication technique, including communication by cable, satellite, hertzian waves, Internet and computer networks. The inclusion of all or part of the Work on a website is deemed to be a form of distribution covered by this Agreement,
  • The right to promote the Work in all media (and in particular: by posters, press, television, internet, social networks).

11. DELIVERY

Costs related to transportation and delivery are at the charge of Alfred. Alfred does not store any work of art, the works exposed on the site remain stored by the Seller.

For any work worth less than 5.000€, the Seller is requested to pack the work taking all necessary precautions to ensure the safety of the work during transport and to avoid any damage to the work during delivery. See the article ” Packing a work of art well: what an art “.

For any work of art of an amount equal or superior to 5.000€, the transport and the delivery will be taken care of by our provider specialized and recognized in the transport of works of art. With their expertise and knowledge of transporting works of art, this carrier takes charge of collecting the works from the Seller, packing them according to strict specifications when the order is collected and delivering them to the address indicated by the Buyer when he placed his order.

The transport of the works of art also includes nail-to-nail insurance.

After validation and payment of the order by the Buyer and confirmation of the availability of the work by the Seller, the carrier will contact the Seller by e-mail informing him of the date and time at which the collection will be scheduled. The works exhibited on the site remain stored at the seller’s. Alfred does not store any of his own work. We ask the Seller to prepare the invoice and the certificate of authenticity and to attach them to the artwork before the collection.

12. FEES AND COMMISSIONS

After validation of the applications by Alfred, registration on the Site is free for art market professionals. The referencing of the products is also free. Sellers benefit from a Website that is permanently optimized in terms of natural referencing, functionality and design thanks to the know-how of Alfred’s technical teams.

Alfred is remunerated by a commission on the sales of Products that the Seller realizes via the Website for the service rendered of putting in contact. Sales commissions are invoiced by Alfred to the Seller.

The commission on sale is calculated according to the public sale price of the product displayed on the platform. The Seller remains the sole decision-maker in the choice of the public selling price displayed. The selling price displayed on the platform by the Seller includes all taxes.

Sales commissions are expressed exclusive of tax and are increased by 20% VAT.

The amount of the commission on sales invoiced by Alfred is specified in the Specific Terms and Conditions of Use communicated to the Seller at the time of validation of his Account.

Alfred reserves the right to modify, subject to acceptance by the Seller, the commission and fees rates applied. Seller shall be notified by e-mail of any changes to the Special Terms of Use subject to acceptance.

The commission is invoiced by Alfred to the Seller upon validation of the order on the Site. Payment of the sales commission and financing application fee invoice is due by the Seller to Alfred 14 days after delivery.

13. SELLER’S OBLIGATIONS

Without prejudice to the other obligations set forth herein, Sellers agree to comply with the following obligations.

The Seller, if he is a professional, is solely responsible for the implementation of the right of resale if he decides to proceed later to the resale of the work.

The Seller is solely responsible for the accuracy, completeness and updating of the information it provides to Alfred for the purpose of implementing the Services, in particular its contact information.

When the Seller distributes content (product descriptions, portraits of artists, etc.), regardless of its nature (editorial, graphic, audio, audiovisual or other, including the name and/or image chosen by the Seller to identify it on the Site, hereinafter referred to together as the “Content”) as part of the Services. He is solely responsible for this Content.

The Seller guarantees to Alfred that he has all the rights and authorizations necessary for the diffusion of these Contents. The User agrees that the Content is legal, does not infringe on public order, public morality or the rights of third parties, does not violate any legislative or regulatory provision and, more generally, is not likely to bring into play Alfred’s civil or criminal liability.

The Seller is thus prohibited from distributing, in particular and without this list being exhaustive

  • Content that is pornographic, obscene, indecent, offensive or unsuitable for a family audience, defamatory, offensive, violent, racist, xenophobic or revisionist,
  • Infringing Content or Content that constitutes plagiarism of an existing work,
  • Content that infringes on the image of a third party,
  • Content that is false, misleading or that proposes or promotes illegal, fraudulent or deceptive activities,
  • Content that is harmful to the computer systems of third parties (such as viruses, worms, Trojan horses, etc.),
  • And more generally, Content likely to infringe the rights of third parties or to be prejudicial to third parties, in any way and in any form whatsoever.

The Seller undertakes to make strictly personal use of the Site and the Services. Consequently, he/she shall not assign, concede or transfer all or part of his/her rights or obligations hereunder to a third party, in any manner whatsoever.

Seller shall take the necessary steps to back up by its own means such of its Account information as it deems necessary, no copies of which shall be provided to Seller.

14. PROHIBITED CONDUCT

It is strictly prohibited to use the Site or the Services for the following purposes

  • Carrying out illegal, fraudulent activities or activities that infringe on the rights or safety of others,
  • Undermining of public order or violation of laws and regulations in force,
  • Intrusion into a third party’s computer system or any activity of a nature to harm, control, interfere with, or intercept all or part of a third party’s computer system, violate its integrity or security,
  • Sending unsolicited e-mails and/or commercial prospecting or solicitation,
  • Manipulations intended to improve the referencing of a third party site,
  • The use of the Site to disseminate information or links redirecting to a third-party site, the aiding or abetting, in any form and in any manner whatsoever, of one or more of the acts and activities described above, and more generally any practice diverting the Services to purposes other than those for which they weré designed.

It is strictly forbidden for Sellers to copy and/or misappropriate for their own purposes or those of third parties the concept, technologies or any other element of the Alfred Website.

The following are also strictly prohibited

  • Any behavior that interrupts, suspends, slows down or prevents the continuity of the Services,
  • All intrusions or attempts of intrusions in the systems of Alfred,
  • Any misuse of the system resources of the Site,
  • Any action that would impose a disproportionate burden on the infrastructure of the latter,
  • Any breach of security and authentication measures,
  • Any act that could harm the rights and financial, commercial or moral interests of Alfred or the users of its Website, and more generally,
  • Any breach of these terms and conditions.

It is strictly forbidden to monetize, sell or license all or part of the access to the Site, as well as to the information hosted and/or shared on it.

15. SANCTIONS FOR NON-COMPLIANCE

In case of breach of any of the provisions of these terms and conditions, or more generally, breach of the laws and regulations in force by a Seller, Alfred reserves the right to take any appropriate action and in particular to:

  • Suspend access to the Site and the Services of the Seller, author of the breach or infringement, or having participated in it,
  • Delete your account,
  • Delete any Content posted on the Site,
  • Publish on the Site any information message that Alfred will consider useful,
  • Notify any relevant authority,
  • Initiate any legal action.

16. LIABILITY AND WARRANTIES

Use of the Site implies knowledge and acceptance of the characteristics and limits of the Internet, or translations of the Site into languages other than French, and in particular those relating to technical performance; response times for consulting, querying or transferring information; and the risks inherent in any connection and transmission on the Internet.

Consequently, in the absence of a breach on its part, Alfred cannot be held responsible for any damage suffered by a Seller, including but not limited to

  • Loss of operations or information, resulting from possible malfunctions, breakdowns, delays or interruptions in access to the Internet network;
  • The transmission and/or reception of any data and/or information on the Internet;
  • The consequences of any virus, computer bug, anomaly, technical failure;
  • Failure of any receiving equipment or communication lines;
  • The loss of any electronic mail and, more generally, the loss of any data;
  • Any damage caused to the computer, PDA or smartphone etc. of an Internet user who connects to the Site;
  • Any technical, hardware and software failure of any kind, which prevents or limits the possibility of using the Site or which damages the system of an Internet user connecting to the Site;
  • Any failure or obvious error (including technical, hardware, software, price display, translation etc. …);
  • Of any nature, having prevented or limited the possibility of using the Site or having misled an Internet user who connects to the Site;
  • Consequential damages.

It is the responsibility of the Seller to take all appropriate measures to protect its own data and/or software stored on the computer equipment it connects to the Site, against any attack and to be able to assess whether there is an obvious error in the information displayed on the Site (by sending an e-mail via the contact form) so that any useful verification can be carried out, in order to correct the erroneous information if necessary.

Alfred’s responsibility towards the Seller can only be engaged for facts that would be exclusively attributable to him and that would cause him a prejudice directly linked to these facts. It cannot be held liable for indirect damages. Alfred cannot be held responsible for the misuse of the Service by the Seller or for any fault on his part. It shall not be held liable for any facts attributable to a third party to the Service.

By using the Site, the Seller declares that he/she is fully aware of the characteristics and constraints of the Internet, that he/she is solely responsible for the information he/she provides in the context of his/her account on the Site and his/her relations with other users of the Service.

In addition, in accordance with Article 6-I, 2 and 3 of the French Law n° 2004-575 of June 21, 2004 for confidence in the digital economy, Alfred shall not be held liable for any content made available on the Website by the Seller, in particular regarding the description of the Products, unless it does not promptly render them inaccessible after having been informed of their illegality in accordance with the conditions provided for by this law.

Finally, Alfred declines any responsibility regarding the sales that the Buyers conclude through its Website with the Sellers, to which it remains unrelated.

The Seller is solely responsible for its use of the Site.

The Seller commits, at first request, including in case of a non final court decision, to indemnify and compensate Alfred for any damage, loss, loss of profit, claim, liability and expenses, including consulting fees and expenses, that Alfred would have to bear if its responsibility was engaged by a third party, due to a claim or an action related to the use of the Service by the Buyer.

17. UNSUBSCRIBE

The Seller can unsubscribe from the Site at any time, by sending a request to this effect to Alfred by e-mail, at the address: contact@alfred-art.com. The unsubscription is effective within a maximum of 7 days from this request. It leads to the cessation of the sale of the works of art indicated by the Seller on his account.

18. DURATION AND VALIDITY OF THE CONTRACT

The Seller is subject to these Seller TOU as soon as he/she registers on the Site and until the deletion of his/her account, whether or not he/she carries out transactions on the Site.

The applicable Seller’s TOU are those in effect on the day the Seller uses the Site’s services.

19. OBLIGATIONS OF ALFRED

Alfred invests time and resources to work on the development of its community of buyers through a sustained communication policy: the Alfred newsletter, personalized emails, the Alfred newspaper, social networks, press relations, events, partnerships, search engine optimization…

20. PARTIAL NULLITY

If one or more provisions of these Seller TOU are held to be invalid or declared as such in application of a law, a regulation or a final decision of a competent court, the other provisions shall retain all their force and scope.

21. APPLICABLE LAW AND JURISDICTION

The present General Conditions of Use are governed by French law.

In the event of a dispute concerning the validity, interpretation and/or execution of these General Terms of Use, the parties agree that the courts of Montpellier shall have exclusive jurisdiction to rule on the matter, except for mandatory procedural rules to the contrary.

Effective date: 01/03/2022.