Terms and conditions

1. SPECIAL CONDITIONS OF THE RED COLLECTOR PLATFORM

Pursuant to the CONDITIONS OF THE RED COLLECTOR PLATFORM in the “ Contracted service modality (annual duration) ” indicated above (the “contracted modality”), the COMPANY undertakes to grant the Client a non-exclusive and non-transferable term license to use the PLATFORM accessible through www.redcollectors.com (hereinafter the PLATFORM) in the contracted modality and under the conditions established below for the services listed on the website.

Modalities

The PLATFORM offers technological services to art galleries that may include an inventory of artworks/contacts for the purpose of providing promotion and sales services, as well as a Customer Relationship Management (CRM) system for the CLIENT and allowing the import of artworks/contacts and any other service that is part of the contracted modality. The software, among others, may include the following services (depending on the contracted modality see ANNEX 1 ), as well as other complementary services that may be expressly agreed between the parties :

Art inventory: Manage all information related to your works. Share in private format to offer “For sale” through personalized advice. Create documents in Word, Excel and PDF. Import and export all user information. Create digital catalogs.
Artists: Organize artist information and documents including biography, documentation, and catalogs. Create necessary documents.
Reports: Organize and forward by email all publications, catalogs and documents in Word or PDF. Archive the documents in the contact.
Contacts: Manage your contacts including their own documents. Create categories of your contacts. Create tasks to organize user activity. Link to Mailchimp campaigns.
Fairs/Expos: Organize your exhibitions, fairs and promote them.
Invoices: Create invoices with different VAT rates and concepts. Archive them and track payments.

Duration

The PLATFORM service is contracted for a period of 1 year from its signature and will be extended for successive years, unless either Party terminates it in writing at least 1 month prior to its expiration.

Specific terms and conditions for the provision of services

By contracting the PLATFORM, THE COMPANY grants the CLIENT a limited and non-exclusive license of use and will provide the services under the following terms and conditions:

The CLIENT is solely responsible for selecting the PLATFORM and believes that it meets their needs.
Furthermore, by placing the order, the CUSTOMER declares that he or she has the legal capacity necessary to enter into contracts and that the information provided for the conclusion of the contract is complete and truthful.
By virtue of this contract, the CLIENT agrees to: 1) Not commercially exploit the software; 2) Not allow reverse technical handling, disassembly or decompilation of the program by any of its employees or contractors; 3) Make only the permitted copies and use them only for authorized uses; 4) Use the software exclusively on computers owned by it; 5) Not make modifications to the software; 6) Not create new works based on the licensed software (derivative works); 7) Acquire the necessary hardware and equip the site where the software is used with sufficient electrical and data connections for its correct operation. 8) Not sublicense the use of the software subject to this contract; 9) may not reproduce, modify, adapt, maintain, correct errors, transfer, sell, lease, lend, transfer the use, either partially or totally, transfer the right to use, disclose, publish, etc., the PLATFORM. For any matter not expressly regulated in this Contract, the parties shall refer to the provisions of Intellectual Property legislation.
The CUSTOMER acknowledges that the PLATFORM is provided as described on the website. RED COLLECTOR, SL will propose updates and improvements and the CUSTOMER will decide whether to include them, unless it is a structural improvement of the application. In the event that the CUSTOMER wishes to make developments not contemplated by the PLATFORM, their feasibility and scope will be studied and, if possible, a schedule or budget will be proposed for this, which must be accepted by both parties.
Under no circumstances will the COMPANY be liable for any damage, including loss of profits, loss of savings or any type of loss arising as a result of the use of the PLATFORM at the risk and venture of the CLIENT.

THE COMPANY is the owner of the copyright on the PLATFORM and therefore reserves the right to reproduce, publicly communicate, distribute, import, translate and transform said program, by any means known or to be known.

Notifications/Customer Service/Support and After-Sales Services/Complaints

If you wish to contact us in relation to these Terms, if you have any questions, comments, complaints or claims, or wish to send any other type of notification related to your license or would like to request information about the PLATFORM, you may do so through the contact information indicated in the heading.

Any breakdowns or malfunctions of the PLATFORM will be reported to RED COLLECTOR, SL via email.

RED COLLECTOR, SL will make its best efforts to resolve incidents in the following periods:

Critical incident: 5 days. A critical incident is understood to be: incidents that, within the framework of the provision of services, significantly affect the CLIENT.
Serious incident: 7 days. A serious incident is understood to be: incidents that, within the framework of the provision of the Services, moderately affect the CUSTOMER.
Minor incident: 10 days. Minor incidents are defined as incidents that merely hinder the provision of services.

Ordering of treatment and other treatments

Through these clauses, the COMPANY is authorized, as the data processor, to process on behalf of the COMPANY, as the data controller, the personal data necessary to provide the service specified below.

The treatment will consist of the development and maintenance of the PLATFORM provided for in this Contract.

Once this contract has ended, the data processor must return the personal data to the controller and delete any copies in its possession. However, it may keep the data blocked to address possible administrative or jurisdictional liabilities.

The data controller and all its staff are obliged to:

Use the personal data to which you have access only for the purpose of this assignment. Under no circumstances may you use the data for your own purposes.
Process the data in accordance with the instructions of the data controller.
If the processor considers that any of the instructions infringe the GDPR or any other data protection provisions, the processor shall immediately inform the controller.
Do not communicate the data to third parties, unless you have the express authorization of the data controller, in legally admissible cases.
Maintain the duty of confidentiality regarding the personal data to which you have had access by virtue of this assignment, even after the contract ends.
Ensure that persons authorized to process personal data undertake, expressly and in writing, to respect confidentiality and comply with the corresponding security measures, of which they must be duly informed.
Keep the documentation proving compliance with the obligation established in the previous section available to the person responsible.
Ensure that persons authorised to process personal data provide the necessary training in the protection of personal data.
Notification of data security breaches

The data processor shall notify the data controller, without undue delay and via the email address provided by the controller, of any breaches of security of the personal data under its care of which it becomes aware, together with all relevant information for the documentation and communication of the incident.

The following information shall be provided as a minimum:

Description of the nature of the personal data breach, including where possible the categories and approximate number of data subjects concerned, and the categories and approximate number of personal data records concerned.
Contact person details for further information.
Description of the possible consequences of the personal data breach. Description of the measures taken or proposed to remedy the personal data breach, including, where applicable, the measures taken to mitigate the possible negative effects.

If and to the extent that it is not possible to provide the information simultaneously, the information will be provided gradually without undue delay.

Provide the controller with all necessary information to demonstrate compliance with its obligations, as well as to carry out audits or inspections carried out by the controller or another auditor authorized by him.
Assist the data controller in implementing the necessary security measures to:

a) Ensure the permanent confidentiality, integrity, availability and resilience of treatment systems and services.
b) Restore the availability and access to personal data quickly, in the event of a physical or technical incident.
c) Verify, evaluate and assess, on a regular basis, the effectiveness of the technical and organisational measures implemented to ensure the security of the processing.

Destination of data

The information that the CLIENT uploads to the application will be his/her property and the COMPANY must keep it confidential, not use it for purposes other than those provided for in this contract or those indicated by law and anonymize or destroy it when requested by the CLIENT.

However, the service provided by the COMPANY requires the CUSTOMER to register to access his/her account. In this case, the COMPANY may request personal information (name, email address, telephone number, etc.) that we will store with your account. This personal information may be used to keep you informed (including by electronic means) of news related to the PLATFORM and other similar products, sending a newsletter, inviting you to events and other similar actions. In addition, the COMPANY will carry out statistics, profiles and data analysis regarding the activity that takes place on the PLATFORM and the behavior of users, always keeping the identity and personal data of the CUSTOMER confidential.

2. SPECIFIC CONDITIONS FOR THE PURCHASE AND SALE OF WORKS

2.1 Catalogue and sale prices of works of art

THE COMPANY and THE CLIENT have mutually agreed upon a catalogue of works and their reference prices to be offered by THE COMPANY through its PLATFORM or any other means for sale to an end customer of any kind.
THE CLIENT guarantees that the price and conditions of sale offered through THE PLATFORM are equal to or better than those offered by the CLIENT through its art gallery or its intermediation.
The final price of the works may be adjusted by mutual agreement between the COMPANY and THE CLIENT to close the sale to the end customer.
The corresponding VAT or any other applicable tax will be applied to the final sale price to the end customer.

2.2 Guarantee on the works and their origin

The CLIENT, in his capacity as an art expert, guarantees that the works of art included in his catalogue displayed on the PLATFORM:

They are authentic and original, and were created by the author indicated in the catalogue of works and, where applicable, have a certificate of authenticity,
are not subject to encumbrance in any way or are damaged or have visible or hidden flaws or defects,
As an obliged subject, it has complied with the requirements of Law 10/2010, of April 28, and therefore (among others) knows the origin of the work and has procedures to avoid suspicious operations and comply with said Law,
the possession of the work by its owner is legal and peaceful and the CLIENT is legally authorized to dispose of said work of art; and
It has all the necessary authorizations for its sale within and outside the national territory -as applicable-.

The CLIENT shall hold THE COMPANY harmless from any damage or claim that it may suffer due to non-compliance with this guarantee by both the end client and any third party (including defense costs).

2.3 Resale of the artwork to the end customer

THE COMPANY will proceed to acquire the requested work of art from the CLIENT subject to its simultaneous resale to the end client.
The sale to the final customer will not be effective and therefore, the simultaneous sale by the COMPANY to the CUSTOMER will not be perfected until the delivery to the final customer of the work of art that is the object of the sale.
From the final price without VAT of the work paid by the final client to THE COMPANY, the latter will retain a percentage of 20%, plus the costs incurred for transport to the final client and any other costs necessary for the sale, the remaining amount being the purchase price of the work by THE COMPANY from the CLIENT with VAT included (hereinafter, the Gallery Price ).
Unless otherwise agreed, payment of the Gallery Price by the COMPANY to the CLIENT will be made by bank transfer within 30 days from the completion of the sale to the end customer and once the invoice has been received by the CLIENT.
THE CLIENT acknowledges that the purchase and sale of the artwork by the end customer may constitute a distance sale and the end customer as a consumer may exercise his right of withdrawal in accordance with the General Law for the Protection of Consumers and Users. THE CLIENT accepts that, in such case, THE COMPANY may also withdraw from the purchase and sale under the same terms as the consumer, returning the artwork and refunding its amount to the CLIENT once the corresponding invoice has been cancelled.

2.4 Delivery

The artwork will be delivered directly by THE CLIENT to the final client, at the expense and risk of THE CLIENT, who must take out damage insurance for this purpose and contract the corresponding transport as agreed with the final client regarding the place of delivery, date and other details.
Delivery must preferably take place within 15 days following receipt by THE CLIENT of the sales document from the end customer that THE COMPANY will send to him, unless THE CLIENT and the end customer agree on another delivery period.
The artworks must be adequately packaged and shipped in accordance with the normal requirements of art carriers in such a way as to guarantee the quality of delivery at a minimum transport cost. Depending on what has been agreed, the CLIENT must provide the certificates of origin or guarantee that are deemed necessary.

3. GENERAL CONDITIONS

MODIFICATION.- The COMPANY reserves the right to modify the GENERAL CONDITIONS from time to time, without prejudice to the fact that those applicable to the contract will be those in force at the time of contracting with the COMPANY.
ASSIGNMENT.- Unless otherwise agreed, the CLIENT is expressly prohibited from assigning to third parties the rights and obligations arising from this contract.
INFORMATION.- The CLIENT undertakes to provide the COMPANY with the information requested by the latter to ensure compliance with Law 10/2010, of April 28, and the proper execution of this contract.
MODIFICATION.- The modification of any of the conditions established in this contract will require the written agreement of the CLIENT and the COMPANY.
CONFIDENTIALITY AND PERSONAL DATA - The parties will process the personal data provided to each other in order to provide the requested service and invoice it. The data provided will be kept as long as the business relationship is maintained or for the years necessary to comply with legal obligations. Both parties undertake to maintain absolute secrecy regarding the personal data to which they have access in compliance with this contract and to ensure, prior to and throughout the processing, compliance with applicable legislation. The data will not be transferred to third parties except in cases where there is a legal obligation. The signatories have the right to obtain information on data protection, access, rectify inaccurate data or request the deletion of their personal data when the data is no longer necessary by emailing dpo@redcollectors.com

The Parties undertake to maintain absolute confidentiality regarding the information and documentation that both Parties provide to each other or have access to during the provision of the Service. Both Parties undertake not to reveal or use, directly or indirectly, the information and knowledge acquired, derived from the contractual relationship agreed between the Parties in other services that are not the object of this contract without previously and explicitly requesting the authorization of the other Party.
The Parties undertake to take the necessary measures, both with respect to their employees and third parties, to ensure compliance with the provisions of this clause.

SUSPENSION OR TERMINATION OF SERVICES - The COMPANY shall have the right, immediately and without any liability, to either suspend or terminate the provision of services or sale in the event of failure by the Client to comply with its obligations under this contract and if such omission is not remedied within 10 days after notification of such omission is provided to the Client.

The COMPANY's liability for losses, damages or expenses of any kind may under no circumstances exceed an aggregate total of the annual amount of the contract.
The COMPANY assumes no liability for indirect and/or consequential losses or consequential damages, including without limitation loss of profits, loss of business, income or benefits, loss of opportunity and damage to reputation. The COMPANY also assumes no liability for any loss, damage or expense that may arise directly or indirectly from claims or demands from third parties that the Client may have incurred.

APPLICABLE LAW AND JURISDICTION - The parties, waiving their own jurisdiction, if any, submit to the Courts and Tribunals of Madrid capital.
This Contract has a commercial character and will be governed by its own clauses and in what is not foreseen therein, the parties will abide by the provisions of the Commercial Code, commercial uses and, in their absence, by the provisions of the Civil Code.