Introduction

Thank you for instructing Rufus Bird Art Advisory (RBAA) to act as your agent. We are committed to providing you with informed, impartial, and trusted advice on specific areas of the international art market.

Governing Law

These Terms of Business are governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

Definitions

- "RBAA" means Rufus Bird Art Advisory, with its registered office at Buddens Farm, Twyford, Shaftesbury, SP7 0JE.
"You" or "your" means the person engaging RBAA's services and who is required to pay for those services.
"Services" means any service offered by RBAA, including but not limited to assessments, valuations, mediations, acquisitions, and sales.
"Work" means any work of art, cultural good, or object.
"Sale Price" means the price at which a Work is sold.

Agreement

These Terms of Business form a contract between you and RBAA and supersede all other terms and conditions that may have existed between us. These terms will apply whenever you engage RBAA's services unless otherwise agreed in writing.

1. ACTING AS YOUR EXCLUSIVE AGENT TO BUY ARTWORK
RBAA acts exclusively as your agent and never as a principal.

1.1 Services and Confidentiality
RBAA is instructed to act on your behalf for all agreed-upon Services (whether verbally or in writing). RBAA will generally handle your instructions exclusively, unless otherwise explicitly agreed. RBAA may, with your prior consent and while maintaining confidentiality, consult third parties to deliver the Services. As a mediator for Works, RBAA is not obliged to disclose the identity of the seller or buyer. The terms of acquisition and sale remain strictly confidential. Works consigned to RBAA remain the property of the legal owner until full payment is received.

1.2 Fees and Expenses
Our fees are based on a pre-agreed commission rate, fixed price, or percentage of the Sale Price achieved (exclusive of VAT). Expenses will be billed separately with supporting receipts. Payments must be made to RBAA's account. Cash payments are not accepted. The Anti-Money Laundering Regulations apply.

1.3 Representations and Warranties
You represent and warrant that: You will act in good faith throughout our engagement.You have sufficient funds to purchase a Work at the agreed price. You will pay the Sale Price, commission, and expenses promptly. You will indemnify RBAA for any costs arising from export/import, taxes, or legal issues related to the Work's purchase. You will provide satisfactory evidence of your identity and source of wealth upon request. Money used for purchases or our fees is not derived from criminal activity. You acknowledge that RBAA relies on these warranties and agree to indemnify us for any losses incurred due to their breach.

1.4 Client Authorizations
You authorize us to negotiate, sign, and finalize purchase contracts for Works on your behalf within agreed-upon parameters. You authorize us to make payments for purchases and expenses on your behalf. You authorize us to make offers and commit to purchase Works within agreed-upon parameters, subject to inspection and receipt of funds.
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1.5 Price and Commission
We will not finalize a purchase without your confirmation, except if you authorize us to agree to a specified price limit. You are responsible for the purchase price, taxes, and potential resale royalties. Our commission is typically a percentage of the purchase price or a pre-agreed fee for our services. We may pay a commission to parties assisting with the purchase or introducing you to us. Commission fees are due within fourteen (14) days of our invoice. Minimum fees apply in certain situations, such as irrevocable purchase authorization or holding the Work until outstanding fees are paid.

1.6 Payment and Expenses
You are solely responsible for the purchase price, commission, expenses, and taxes (collectively, the "Purchase Price"). You agree to pay the Purchase Price according to the invoice terms. You agree to compensate RBAA for any losses arising from your failure to make payment. We will invoice you for any expenses incurred on your behalf, including VAT. You agree to pay interest on overdue payments at the specified rate.
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1.7 Our Obligations
1.7.1 Duty of Care
We will use reasonable care and skill when providing the Services to you. This means we will take all reasonable steps to ensure the information we provide is accurate and reliable. However, it's important to understand that:
The information we provide is partly based on details from the seller and any experts we consult. We can only conduct a reasonable amount of research and examination of the Work before a purchase. Our information reflects the prevailing expert opinion at the time of your purchase.
1.7.2 "As Is" Sale and Examination
You are acknowledging that you are buying the Work "as is." This means it's your responsibility to fully understand its condition. We can arrange for external expert assistance at your expense, but you will need to give your prior consent. If we personally deliver the Work, you have the opportunity to assess its condition at that time. We do not make any guarantees or warranties (written or verbal, express or implied) about the Work's characteristics. This includes, but is not limited to: Age, Authenticity, Provenance, Condition, Quality, Rarity, Value, Historical reference or significance, Medium. These details are considered opinions and not factual representations. We accept no liability for any of them. Similarly, we are not liable for any issues brought to your attention before the purchase or anything that a reasonable examination of the Work would reveal.
1.7.3 Investment and Returns
The value of art can fluctuate. We do not guarantee any profit when you buy a Work. The Work is non-refundable and non-exchangeable. We do not provide condition reports, but we can commission one for you on your request.
1.7.4 Seller Issues
We are not obligated to take legal action against the seller if they fail to deliver the Work, transfer ownership, or breach the sale agreement in another way.

1.8 Your Undertakings - Export
If you intend to export the Work from the UK, you undertake to comply with all applicable regulations, including but not limited to: HM Revenue & Customs (HMRC) regulations. Shipping the Work from the UK within the relevant period if the sale is for export and zero-rated for VAT. Providing us with valid proof of export within seven (7) days of the shipment date.

1.9 Import & Export
You are solely responsible for ensuring you comply with all import and export laws and regulations that may apply to the Work.

1.10 Seller Liability
We are not liable for any act or omission by the seller in relation to the sale of the Work to you. This includes, but is not limited to, any breach of the sale and purchase agreement by the seller.

1.11 Insurance
1.11.1 Your Responsibility
Unless otherwise agreed in writing, you are solely responsible for insuring the Work from the moment ownership passes to you. This typically occurs upon payment.  

1.11.2 Insurance Requirements
You are required to take out and maintain, at your own cost, a comprehensive all-risks fine arts insurance policy for the Work. The policy should be ""nail to nail" or "wall to wall" (covering the Work throughout its lifecycle) and cover the full Sale Price.  The policy should cover all risks of physical loss or damage, including theft, during transit, installation, de-installation, and while on display (subject to standard policy exclusions). Coverage should extend until the Work is delivered to you. We should be named as an additional insured party (loss payee) on the policy. This means that, in the event of a successful insurance claim related to an insured risk, any payments owed to us from you will be paid directly by the insurance company.

1.12 Indemnity
You agree to indemnify and hold harmless us, any directors, employees, agents, consultants, and the seller of the Work against any and all claims, actions, liabilities, losses, damages, and expenses (including reasonable legal fees) arising from or relating to:
Your Breaches:
Any breach or alleged breach (by you or a third party) of your representations, obligations, and undertakings in these Terms of Business.
Seller's Acts or Omissions: Any act or omission by the seller of the Work.
Contractor's Acts or Omissions: (If applicable) Any act or omission by a contractor you engage.
Loss or Damage to Work: Physical loss or damage to the Work.
Third-Party Injury: Any injury, loss, or damage caused to any person by you.
Our Actions: Our exercising any rights, powers, or duties under Clause 15 (Refusal to Buy).
Price Recovery: Our receiving, recovering, or seeking to recover the Sale Price.
Your Fraud: Any fraud committed by you.

1.13 Limitation of Liability
1.13.1 Standard of Care and Liability
We will only be liable for loss or damage that we cause you through negligence (failing to take reasonable care) or breach of contract. We are not liable for any defects or damage in the Work itself, as we act as a broker and are not responsible for the condition of the Work.
1.13.2 Limitation on Amount of Liability
Our total liability to you, whether in contract, tort (including negligence), misrepresentation, or otherwise, arising in connection with our Services, will be limited to the lower of: The commission (excluding VAT) you actually paid us for the Services related to the issue, or £25,000
1.13.3 Exclusions from Liability We exclude all liability to you for the following, to the fullest extent permitted by law: Loss or Damage During Inspection/Custody: Any damage to or defect in the Work that is apparent on inspection upon delivery and/or occurred while in our possession.
Statements and Warranties: Any claims based on oral or written statements we make that are not included in these Terms of Business (unless fraudulent).  We also exclude liability for any warranties not expressly included in these Terms. Seller/Buyer Identity: Not disclosing the identity of any seller, buyer, their principal, advisors, or agents.
Value Estimates: Estimates of the Work's value are our opinions on the potential Sale Price and do not guarantee the actual selling price or account for VAT or premiums. You acknowledge these are estimates and not guarantees.
Your Mistakes: Any lack of conformity, inaccuracy, error, misdescription, or omission relating to the Work made by you, before or after our engagement.  
Woodworm: Woodworm presence at the time of sale and any resulting damage.
Environmental Changes: Changes in atmospheric pressure.
Indirect Losses: Any loss of goodwill, revenue, profits, anticipated sales, expenditure, investment, or commitment related to our engagement or termination.
Consequential Losses: Any indirect or secondary consequence of any act or omission by us.

1.14 General Exclusion
Except as expressly stated in these Terms of Business, all conditions, warranties, and other terms, and all representations (express or implied) by statutes, common law, or otherwise with respect to the Services are excluded to the fullest extent permitted by law.

1.15 Refusal to Purchase on Your Behalf
We may refuse to purchase a Work on your behalf if we have reasonable grounds to believe that:
Legal Issues: A court order or other legal authority restricts us or you from buying the Work, or you lack the legal right to purchase it.
Breach of Contract: You are in breach of any warranties or undertakings set out in these Terms of Business.
Work Issues: The Work is a counterfeit, has incorrect attribution, or was unlawfully acquired.We will notify you of any refusal decision as soon as reasonably practicable.  In addition to these reasons, we reserve the right to refuse to purchase a Work for you, without providing a reason, by written notice to you.

1.16 Right of First Refusal on Resale
If you decide to resell the Work within three (3) years of purchase through us, you must first offer it to us for a price equal to its then fair market value, determined in good faith between us. We have the right to either buy the Work from you or sell it on consignment on your behalf before you offer it to anyone else.
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1.17 Termination
1.17.1 Term and Termination
This agreement becomes effective when we start providing Services and continues until the Work is sold, and our post-sale services are complete. One party gives written notice to terminate.
Earlier termination occurs (as described below). Either party has the right to terminate the Services by giving written notice to the other. Upon termination, our Services will cease, and you will pay us a fair and reasonable amount for work-in-progress, along with any outstanding invoices. If you are obligated to purchase one or more Works at the termination date, you must fulfill those obligations. The notice period for termination is not less than thirty (30) Business Days. During this period, we will continue to perform the Services. If termination of any third-party contracts incurs withdrawal fees, penalties, or other charges that cannot be canceled, you are responsible for those costs.
1.17.2 Termination for Cause
We may terminate this agreement immediately with written notice  if you: Commit a material breach of these Terms that cannot be remedied, or (if remediable) fail to fix the breach within five (5) Business Days of written notice. Become bankrupt, enter into an arrangement with creditors, or have a county court administration order made against you. Resolve to wind up your business, enter into an arrangement or composition with your creditors, apply to court for creditor protection, or have an administration or winding-up order made against you, or an administrator or receiver appointed. Become incapacitated (e.g., due to illness) for more than ten (10) Business Days, preventing us from receiving your instructions. Commit fraud, dishonesty, or acts that damage our reputation or are materially adverse to other clients' interests.
Commit an offense under the Bribery Act 2010 or any Anti-Money Laundering Legislation. Commit an equivalent offense, event, or action in any other applicable jurisdiction.
1.17.3 Return of Work Upon Termination
Upon termination and full payment of any outstanding amounts, we will return the Work (if in our custody) to your premises within twenty-one (21) days at your cost. We reserve the right to exercise a lien over the Work for any sums owed by you.

2. ACTING AS YOUR EXCLUSIVE AGENT TO SELL ARTWORK
2.1 Appointment
You grant us the exclusive right worldwide to offer the artworks for sale on your behalf ("Artwork"), and to sell the Artwork in accordance with our Conditions of Sale (which you agree to be bound by).
While we act as your exclusive agent, you will not: Instruct anyone else to market or sell the Artwork. Market or sell the Artwork yourself. Fail to forward any offer you receive for the Artwork to us.

2.2 Services Provided
When you instruct us to advise on the Artwork's sale, we will provide you with some or all of the following services: (a) Prepare and produce a bespoke report assessing the available sale options for the Artwork. (b) Offer in-depth market analysis and strategic advice related to the Artwork. (c) Negotiate the terms of consignment with an auction house, private sales agent, dealer (as applicable), or the terms of sale if the Artwork is being sold directly to a person. (d) Oversee (but not carry out) all pre-sale and post-sale logistics until the Artwork is sold and delivered safely to the buyer or their agent (as applicable). (e) Protect your anonymity by representing ourselves to third parties as an agent for an undisclosed principal, unless otherwise agreed. (f) Liaise with legal and other professional advisors regarding the Artwork's sale. (g) Liaise with heritage and tax advisors if the Artwork is eligible for any tax incentives managed by Arts Council England, including acceptance in lieu, conditional exemption, private treaty sales, or cultural gifts. (h) Assist with arranging and agreeing to the terms for museum gifts and loans. (i) Audit and value your collection.

2.3 Your Representations and Warranties
You represent to us and the buyer(s) of the Artwork that now and at the date of payment of the amount due to you:
(i) You are the sole legal and beneficial owner of the Artwork with unrestricted right to possession of the Artwork, or are properly authorised to sell the Artwork by the sole legal and beneficial owner(s) with unrestricted right to possession. If you act as an agent or fiduciary of the Artwork's owner (whether named or unnamed), you accept joint and several liability with the owner.
(ii) You are able to, and shall, transfer to the buyer good and marketable title to, and possession of, the Artwork free from any third-party rights or any liens, charges, encumbrances, claims, or potential claims. (iii) The Artwork is not a counterfeit. (iv) The Artwork is not the subject of an incorrect attribution. (v) You have furnished us with all the material information and documents in your possession or control concerning the Artwork's condition, provenance, literature, exhibition history, and authenticity, and all such information is accurate to the best of your knowledge and belief. (vi) You have notified us in writing of any concerns expressed by third parties regarding the ownership, condition, authenticity, export, or import of the Artwork. (vii) You are unaware of any matter or allegation that would render the description of the Artwork inaccurate or misleading. (viii) You are unaware of any challenges or disputes (past, pending, or threatened) relating to the attribution, authenticity, description, or title of the Artwork. (ix) You have not received any communication from or with any third party regarding the possibility of any title claim or encumbrance over the Artwork. (x) The Artwork has been legally exported from: (1) its place(s) of origin; (2) the place where you acquired the Artwork; and (3) legally imported into the United Kingdom (if applicable). (xi) The Artwork is not the national patrimony of its place(s) of origin. (xii) The Artwork has not been confiscated by any governmental or other authority at any time and is not "confiscated property" or "stolen property" within the meaning of any United States deferral or state law, or the laws of any other country. (xiii) No import, export, or other laws, rules, or regulations of any governmental or other authorities have been violated in connection with the Artwork. (xiv) Any and all taxes due on the Artwork have been paid. (xv) You are acting in accordance with all sanctions. (xvi) You have not restored, repaired, or altered any part of the Artwork, nor consented thereto, and to the best of your knowledge, no other party has performed any restoration, (xvii) these terms of business do not contain any untrue statement of fact or omit to state any fact necessary in order to make the information contained in these terms of business not misleading; (xviii) there are no restrictions (whether copyright or otherwise) affecting the Work or our right to photographs or illustrate the Work or reproduce (in any manner and in any media) photographs or illustrations or any text of any information or Description of, about or relating to the Work provided by you or on your behalf.

2.4 Authority
2.4.1 Consultation and Sale with your Approval
We will consult with you on all material issues concerning your Artwork, including any offers or counteroffers we make or receive on your behalf. Subject to your written approval of the Sale Price, we are authorised to negotiate and sign or otherwise conclude contracts for the sale of the Artwork in your name or on your behalf, provided the Sale Price is within the previously agreed Parameters. We are also authorised to issue invoices on your behalf to the buyer or their agent for the sale of the Artwork. You agree to promptly provide us with all the information we require to correctly issue the invoice in your name.
Unless otherwise agreed in writing, we are authorised to collect payment (or any instalment thereof) for the sale of the Artwork on your behalf.
2.4.2 Offering the Artwork and Accepting Offers
We are authorised to offer the Artwork to such prospective buyers and/or their agents as we may decide, subject to the previously notified Parameters. You authorise us to accept offers and commit to sell the Artwork for a net return to you of the Sale Price, subject only to: Clause 2.15 (Refusal to Sell); and The Artwork being in our control.
2.4.3 Restriction on Selling the Artwork Yourself
During our Engagement, you will not, without our prior written consent:
Make offers or quotations to, or negotiate with, any person regarding the Artwork. Sell, or agree to sell, the Artwork to any person. You will refer all such potential transactions to us. If you act in breach of this clause, we may immediately terminate our Engagement. In the event of termination due to your breach, you agree to pay us on demand (or we may deduct from any of your money we hold on account) our Commission as liquidated damages, plus any accrued Expenses. You confirm that our Commission represents a genuine pre-estimate of our loss.

2.5 Sale Price and Commission
2.5.1 Sale Price and Net Proceeds
Unless otherwise agreed in writing, you authorise us to sell the Artwork for a price that will result in a net price to you of no less than the amount previously agreed upon by you and us (the "Net Price"), after deducting our commission, any VAT on our commission, and the Resale Royalty (if applicable).
2.5.2 Commission
Unless otherwise agreed in writing, our commission on the sale will be the difference between:
   (i) the sale price paid by the buyer of the Artwork (excluding VAT), and
   (ii) the Net Price, less any VAT on our commission and the Resale Royalty (if applicable) (the "Commission").
Our Commission will not exceed 20% of the sale price paid by the buyer (excluding VAT).
You agree that we may pay a Commission to any party who assisted us with the sale of the Artwork or introduced you to us.
2.5.3 Artist's Resale Royalty
You are liable to pay any artist's Resale Royalty due upon the sale of the Artwork. We will deduct the Resale Royalty from the Sale Price and remit it to the relevant collecting society on your behalf.
2.5.4 Withholding Sale Proceeds
We are authorised to retain from the Sale Price any monies owed to us by you, including the Commission, Expenses, Tax, VAT, and any other sums due in respect of any other Artwork sold through us for you. We may retain the Sale Price until you deliver the Artwork and/or any relevant documentation reasonably required by us in relation to the Artwork. If, before the Sale Price less those deductions has been distributed to you, the buyer or any other person makes a claim against either you or us in relation to the Artwork, we may withhold distribution of the Sale Proceeds to you until the claim is resolved. You agree to indemnify us and keep us indemnified on demand against defending any such claim (whether threatened, issued, or contemplated), including without limitation all legal and professional costs, Expenses, liabilities, and other losses incurred by us, our officers, employees, or agents.
2.5.5 Modification of Commission
We reserve the right to modify our Commission from time to time by providing you with written notice (Modification Notice). Any modification will not apply to any purchase or sale Services already agreed upon and will only apply to new instructions after the date of the Modification Notice. We reserve the right to share our Commission with third parties, subject to notifying you in advance where practicable.
2.5.6 Post-Termination Sale
If, within twelve (12) months after the termination of our Engagement, you directly or indirectly sell or agree to sell the Artwork, or any part of it, to a person we approached on your behalf during the Engagement, you will be liable to pay us our Commission as liquidated damages on demand (or we may deduct it from any of your money we hold on account).  You confirm that the Commission represents a genuine pre-estimate of our loss. A person will be considered "approached by us" if, during our Engagement and on your instruction, we:
Wrote to, spoke to, or showed the Artwork (or part of it, or an image of it) to the prospective buyer or their representative. In the absence of a written agreement to the contrary, the Commission shall be paid in the same currency as the Sale Price.

2.6 Expenses
You authorise us to incur reasonable Expenses necessary to perform the Services.
We will seek your written approval before incurring any Expenses outside the ordinary course of our Services.
We reserve the right to request an advance payment on account of Expenses. We will not commence or continue work under these terms until the payment is received in cleared funds. Similarly, we will not incur an Expense requiring an advance payment until the payment is received. All sums payable under these terms are exclusive of VAT, which will be added at the appropriate rate where applicable.

2.7 Insurance
2.7.1 Your Responsibility for Insurance
Unless otherwise agreed in writing, you are responsible for taking out and maintaining, at your own cost, all-risk fine arts insurance on a wall-to-wall basis for the Artwork throughout the Engagement and afterward. The insurance should be a general fine arts insurance policy covering the Artwork for an insured sum equivalent to the Sale Price.
2.7.2 Insurance for Artwork in Our Care
Unless otherwise agreed, the Artwork will remain in your possession or control until delivery to the buyer. If entrusted to our care, the Artwork will be insured based on its estimated value and volume at your expense. This applies to transit risk and shipping insurance as well. The insurance value and the Artwork's condition will be agreed upon by both parties beforehand. We reserve the right to refuse custody of any Artwork.
2.7.3 Insurance Policy Requirements
The insurance policy must:
Comprehensively cover the Artwork against all risks of physical loss or damage, including loss, theft, and risks arising during transit, installation, de-installation, and while on display (subject to standard policy exclusions). Comprehensively cover the Artwork until it is delivered to the buyer. Name us as an additional insured party (loss payee). This means that in the event of a payout under the policy for an insured risk, any payments due to us from you will be paid directly by the insurance company.
2.7.4 Evidence of Insurance
You will need to provide us with an official confirmation from the insurance company verifying the coverage.
2.7.5 Minimum Insurance Coverage
You will maintain insurance against all risks of physical loss or damage to the Artwork in an amount at least equal to the Net Price, until possession of the Artwork passes to the buyer.
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2.8 Warranties
2.8.1 Your Warranties and Indemnification
You acknowledge that we will rely on the warranties and undertakings you provide. You will promptly pay and discharge any Loss we incur arising out of, resulting from, or connected to a breach of any of your representations and warranties.  This includes (but is not limited to) the costs of defending or bringing any legal proceedings related to such a breach. You will also indemnify us on demand against any such Loss.
2.8.2 Our Investigations (Optional)
We may, for your benefit (and potentially without informing you beforehand), conduct our own investigations, research, tests, or engage independent specialists to examine the Artwork. We are under no obligation whatsoever to do so. If we choose to do so without your prior approval, you will not be responsible for the costs.
2.8.3 Assistance with Buyer's Warranties
We will offer you all reasonable assistance in enforcing the warranties and representations made by the buyer in any sales contract. This includes, but is not limited to, situations where the buyer fails to pay the Sale Price.

2.9 Indemnity
2.9.1 Sale Completion and Indemnity
If we irrevocably commit to sell the Artwork for you within the agreed Parameters, you undertake to fulfil the sale. You will indemnify us on demand against all claims, damages, and expenses (including legal and professional costs) incurred by us if you:
Fail or refuse to complete the sale. Breach any contract for the sale of the Artwork, causing us to be in breach.
2.9.2 Import/Export Licences and Sales Cancellation
If the buyer is unable to obtain an import/export licence for the Artwork, they are entitled to withdraw from the purchase. In this case, the sale will not proceed, and all obligations under the sales contract will cease. You agree to pay us all Expenses incurred up to the date of the buyer's withdrawal.
2.9.2.1 Buyer Initiated Cancellation
If the buyer elects to cancel the sale, we will return the Sale Price to them within fourteen (14) days of receiving the Artwork back in exactly the same condition as it left us. If the Artwork has not left our custody, we will return the Sale Price within fourteen (14) days of receiving the buyer's cancellation notification.
2.9.2.2 Costs Associated with Cancellation
You will indemnify us on demand against all costs associated with returning the Sale Price to the buyer and the Artwork to you. This indemnity also covers any claims, damages, and expenses (including legal and professional costs) we incur as a result of the buyer's cancellation notification.
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2.10 Payment and Rescission
2.10.1 Payment Terms
Unless otherwise agreed, and subject to the following provisions, if the Artwork is sold, we will send you the amount due within fourteen (14) business days of receiving cleared funds from the buyer.
We may withhold payment if any of the following occur:
We receive notice that the buyer intends to rescind the sale. A third party makes a claim for the Artwork or the sale proceeds.
In our reasonable judgment: Doubt arises concerning the Artwork's authenticity, authorship, or attribution. Any of your representations are materially inaccurate, or we reasonably doubt their accuracy. You have breached, or indicated that you intend to breach, any provision of these Terms of Business in a material respect.
2.10.2 Buyer Payment and Our Role
You agree that:
We have no obligation to pay you if the buyer does not pay us.  We do not guarantee payment from the buyer. We are under no obligation to investigate the buyer's ability to pay before a sale. We are under no obligation to sue or collect payment if the buyer does not pay you or us.
2.10.3 Right to Rescind the Sale
We may, with notice to you, rescind a sale where we reasonably believe there is a material breach of your representations or a valid third-party claim to the Artwork. Within fourteen (14) days of our notice, you will return any sum paid to you for the relevant Artwork, and we will arrange the return of the Artwork to you unless prevented or for a reason beyond our control.

2.11 Transfer of Ownership
Ownership of the Artwork will only pass to the buyer upon receipt of the full Sale Price (plus any other agreed costs payable by the buyer) in cleared funds by us or you.
Once the buyer has paid the Sale Price and all other sums due to you or us, the Artwork will be released to the buyer.**2.12 Logistics
2.12.1 Risk and Delivery
The Artwork will either remain at your specified premises at your own risk or be delivered to us, as agreed. You are responsible for any costs associated with storing the Artwork at your premises.
2.12.2 Possession and Duty of Care
From the moment we take custody of the Artwork, we will hold it as a bailee and owe you a duty of care until ownership passes to the buyer.
2.12.3 Storage Contractor
You authorise us to enter into a contract with a reputable storage company for the Artwork's storage. You will be responsible for reimbursing us for the storage costs incurred while the Artwork is stored on your behalf.
2.12.4 Packing and Delivery Costs
Unless otherwise agreed in writing, you will be responsible for all costs associated with packing and delivering the Artwork. This includes delivery to us from a buyer, delivery to a seller if unsold, and return to your premises if unsold.

2.13 Promotion and Marketing
2.13.1 Discretionary Marketing
We may, at our discretion, produce marketing or promotional materials for the Artwork on your behalf. We are under no obligation to do so unless explicitly requested by you.
2.13.2 Costs and Copyright
The cost of preparing marketing or promotional materials will be considered an Expense. We will own the copyright to the text, photographs, and illustrations of the Artwork included in any such materials. You will require our prior written consent to reproduce or allow anyone else to reproduce such materials.
2.13.3 Revisions
We reserve the absolute right to revise any marketing or promotional materials at any time.
2.13.4 Your Restrictions During Engagement
You will not produce, issue, or authorise the issuance of any marketing or promotional materials for the Artwork during our Engagement. You will also refrain from making any public announcements about the Artwork without our written agreement.
2.14 Limitation of Liability
2.14.1 Standard of Care and Limitation of Liability
We will only be liable for losses arising from our deliberate wrongdoing (wilful misconduct) or gross negligence. As brokers between seller and buyer, we are not liable for any deficiencies or damage for which we are not responsible. Our total liability for any claim in respect of any Artwork will not exceed the amount of the Commission paid to us.
2.14.2 Exclusion of Certain Liabilities
We exclude all liability to the fullest extent permitted by law, regardless of the legal basis of the claim. This exclusion applies to loss of profits, loss of business, loss of anticipated savings, and any special, indirect, incidental, consequential, or financial loss. We also exclude any liability for third-party claims arising from the services we provide.
2.14.3 Exceptions
This clause does not exclude or limit our liability to you for any fraud or fraudulent misrepresentation by us, or for death or personal injury caused by our negligence.
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2.15 Refusal to Sell
2.15.1 Grounds for Refusal
We may refuse to sell the Artwork if we have reasonable grounds to believe that:
We or you are legally restrained from selling the Artwork, or otherwise lack legal entitlement to do so. You are in breach of any warranties or undertakings set out in these Terms of Business. The information you provided about the Artwork is inaccurate or misleading in any material respect. The Artwork is a counterfeit, has incorrect attribution, or has been unlawfully acquired. We will notify you of any such decision as soon as reasonably practicable.
2.15.2 Right to Refuse Without Reason
In addition to the above grounds for refusal, we may also refuse to sell the Artwork for any reason, provided we give you written notice. If we exercise this right after you have delivered the Artwork to us, we will reimburse you for your reasonable expenses incurred in connection with that delivery and the collection and removal of that Artwork from our control.

2.16 Termination
2.16.1 Termination Due to Unsuccessful Sale
If we are unable to sell the Artwork within twelve (12) months of your instruction, our agency agreement will terminate, unless otherwise agreed in writing.
2.16.2 Post-Termination Sales
Upon termination, you agree that we will continue to have your authority to sell the Artwork under these Terms of Business to any potential buyers with whom we commenced negotiations before termination. Any such sale will be binding on you, and we will be entitled to the Commission on that sale.
2.16.3 Return of Artwork and Outstanding Fees
Upon termination and following the settlement of any outstanding sums owed by you to us, we will return the Artwork (if it is in our custody) to your premises within twenty-one (21) days of the termination date. The cost of returning the Artwork will be your responsibility.
2.16.4 Right of Lien
We reserve the right to exercise a lien over the Artwork for any outstanding sums owed by you to us.

3.  MARKET KNOWLEDGE
3.1 Whenever you instruct us to provide an analysis of the art market we shall provide some or all of the following services to you:(a) research the performance of a particular sector of the art market;(b) research and assess the individual performance of an individual artist;(c) identify underlying trends within particular sectors of the art market;(d) analysis the performance of auction houses within specific sectors of the art market;(e) judge the performance of art versus other indices. 
4. COLLECTION MANAGEMENT
4.1 Whenever you instruct us to provide collection management services we shall provide some or all of the following services to you:
(a) collection audits; (b) valuations; (c) cataloguing; (d) arranging museum and exhibition loans; (e) long-term collection planning; (f) acting as a point of liaison with legal and professional advisors; (g) curatorial assistance including advice regarding shipping, import/export implications, research, framing, conservation, lighting, installation, security and storage; and (h) logistics management and administration; (i) collection care (also known as preventive conservation) plans and in-house training.
4.2 We shall usually provide our collection management service on a fixed-fee basis.
4.3 Any fees in relation to the loan of a Work to a museum or exhibition, or any other collection management services fee shall be agreed with you separately.
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5. REPORTS
5.1 In providing the Services, we may be required to prepare a Report(s).
5.2 The opinions in the Report are given on the assumption that your representations and warranties in respect of the Work are complete, true and correct in all respects at the date of the Report. You acknowledge and agree that in preparing the Report and performing our Services, we will use and rely on the information you provide and any other information available from public and non-public sources, without verifying that information.
5.3 You acknowledge and understand information can change without notice and we do not guarantee the accuracy of the information in our Reports, including information provided by third parties, at any particular time.  
5.4 Please note the value of art can go down as well as up and you may not get back the money you paid for the Work. You must not rely on the information in the Report or any other opinion we give to you verbally or in writing to make a financial or investment decision. Past performance is not necessarily indicative of future performance. Before making any decision, we recommend you take into account your particular objectives, financial situation and individual needs. An investment in art is not regulated and will not be covered by the Financial Services Compensation Scheme. We do not offer advice about the suitability of a Work as an investment and you should carry out your own due diligence before committing to an investment.  Should you require financial advice you should consult a suitably qualified financial advisor.
5.5 We do not give any warranty or representation nor assume any responsibility as to the accuracy, reliability or completeness of information which is contained in our Reports or any other statement or opinion we give.  Any reference to the Work, the art market or any other information contained in the Report is based on our judgement and opinion only.
5.6 Except insofar as any liability under statute cannot be excluded, we do not accept any liability for any error or omission in our Reports or in relation to our opinion for any resulting loss or damaged you or any other person suffers and we accept no liability for any statement, representation or opinion given by any third party, even if we have placed reliance on it in forming our opinion in the Report.
5.7 You accept that: (i) you are only permitted to use our Report and the Intellectual Property contained therein for the purposes of and during these terms of business and only as authorised by us with our express written consent; (ii) other than to that extent, you have and shall have no right to use or to allow others to use our Report or Intellectual Property or any part of it; (iii) you shall not disclose the contents or existence of the Report to any other person without our prior written consent; (iv) you shall not do or omit to do or authorise any third party to do or to omit to do anything which could invalidate, infringe or be inconsistent with our Intellectual Property.

6. CONFIDENTIALITY
Unless compelled by order of a Court or governmental authority or unless the information is already in the public domain, you and we shall keep the terms of our dealings, the sale of any Work and any purchase agreement confidential except that you and we may disclose the terms of such agreement to our employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these terms of business. You shall not use our confidential information for any purpose other than to exercise your rights and perform your obligations under or in connection with these terms of business. Unless otherwise agreed in writing, you acknowledge and agree we shall not be required to disclose the identity of the seller(s) and the buyer(s) or their principal, advisers or agents to you, even if the information is known to us, and you waive any right you may have to require us to disclose this information. Such failure by us to disclose this information shall not constitute a breach of our agency.

7. LAW AND JURISDICTION
These Terms of Business and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the English law. In the event of a dispute arising under or in connection with these Terms of Business (including non-contractual disputes or claims), you irrevocably (i) submit to the exclusive jurisdiction of the English courts to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation, (ii) agree that we shall have the right to bring proceedings in any Courts within or outside England and Wales, and (iii) waive any objection to the jurisdiction of such Courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum. ​

8. DATA PROTECTION
8.1 During your interactions with us, you may provide us with personal data about yourself (and possibly others) to facilitate business between us. Such data may include your name, address, date of birth, contact numbers, billing address and email addresses.
8.2 Any such personal data may be used by us for the provision of our services (including as described under these Terms of Business), billing and other administrative purposes. Such personal data may also be used by us to provide you with information about us and our services (including contacting you via email, telephone or post) and to help us understand your needs and objectives.
8.3 If you do not wish to receive information about us and our services, please contact us at the address(es) below.
8.4 For more information about our collection, storage and use of your personal data, please see our Privacy Policy located at [. com/privacy-policy]. Our liability to you in respect of your personal data is subject to clause (4).

9. COMPLIANCE
9.1 You acknowledge and agree to comply with any and all applicable Anti-Money Laundering Legislation and agree to cooperate fully with us in order to assist us in our compliance with all applicable obligations under the Anti-Money Laundering Legislation. You will also comply with our Anti-Money Laundering Policy, which is located on our website, and which contains further information on how to comply with applicable Anti-Money Laundering legislation. We are required to undertake due diligence measures concerning our clients and this may include evidence of your identity and obtaining information about persons who have significant interests in or control over the management of any individual assets or affairs, including trusts, corporation entities, partnerships and other legal persons. Until our due diligence is completed, we may be unable to undertake any work and to receive payments from you.  If we begin acting pending completion of due diligence, we may have to cease acting if this is not completed within the time limits we advise.
9.2 If we are carrying out a transaction with you, we may ask you to explain how the transaction or Work is funded and, in some cases, we may ask you to provide supporting documentation. Our expectation is that any funds from the transaction will come from an account in your name. If funds are provided by a third party, further due diligence will be required, and this may cause a delay.
9.3 In accordance with Anti-Money Laundering Legislation and our own procedures, where knowledge or suspicion of money laundering, terrorist financing or sanctions issues arise, or in the light of other circumstances we believe there may be reputational damage in continuing to act, we may be obliged to or may decide to cease or suspend acting and/or report information to the appropriate authorities, possibly without telling you or explaining why. 
9.4 Any personal data obtained by us solely for the purposes of complying with Anti-Money Laundering Legislation or our procedures will only be used by us for the purpose of preventing money laundering and terrorist financing or as otherwise permitted by any other enactment. 

10.  MISCELLANEOUS
10.1 Nothing in these terms of business shall be deemed to create a partnership or joint venture between us. Where these terms of business are addressed to more than one person, each shall be jointly and severally liable for the Commission, Expenses and all other obligations under these terms of business and any sale contract or other document we enter into on your behalf. You acknowledge that in entering into these terms of business you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms of business. Nothing in this clause shall limit or exclude any liability for fraud.
10.2 Our failure or delay in enforcing or exercising any power or right under these terms of business will not operate or be deemed to operate as a waiver of our rights under it except to the extent of any express waiver given to you in writing.  Any such waiver will not affect our ability subsequently to enforce any right arising under these terms of business.
10.3 Any notice or other communication to be given under these terms of business must be in writing and may be delivered by hand or sent by first class post and/or air mail and/or email (if to us marked for the attention of the Director to Buddens Farm, Twyford, Shaftesbury, SP7 0JE).
10.4 If any provision or part-provision of these terms of business is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such a modification is not possible, the relevant provision or part-provision shall be deemed deleted. These terms of business and any rates of Commission supplied to you constitute the entire agreement between us with respect to our appointment as your agent for the Services may only be modified by a document in writing signed by or on behalf of us both. Any modification to or deletion of a provision or part-provision shall not affect the validity or enforceability of the rest of the terms of business.
10.5 These terms are binding on your successors, assigns and representatives. No term in these Terms of Business shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone other than you. These Terms of Business set out the entire agreement between us and you in respect of the Services and transactions contemplated therein and supersede all prior and contemporaneous written, oral or implied understandings, representations and agreements between us and you relating to the subject matter of these Terms of Business.

© 2024 Rufus Bird Art Advisory. All rights reserved. Rufus Bird follows international code of ethics and best practice guidelines. RBAA is the trading name of Rufus Bird Art Advisory. Registered in England and Wales.

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