The following Terms and Conditions are to be read before proceeding with any transactional agreement or contract for work with Factum Arte Desarrollos Digitales, S.L. (¨FA¨). By proceeding with any Work Description or Proposal provided by FA, the Client shall be deemed to have accepted these Terms and Conditions and any modifications expressly applied. These Terms and Conditions may be superseded in part or in whole by a contractual or transactional agreement between the Client and FA whereby such terms or conditions are expressly replaced.
1 PURPOSE AND EFFECT
1.1 The Terms and Conditions set forth the scope for the development of the items or services identified in the above, attached or any Work or project description, issued by FA, referred to herein as “Work”.
1.2 If the Client wishes to rely on any variation of, or addition to these Terms and Conditions, it must be agreed upon in writing with FA.
1.3 Sign off is established by the completion of all parts to the Work described in the Work Information as agreed with the Client.
2 STATEMENTS ABOUT THE WORK
2.1 Potential risks known to the Client that the execution of the Work might occasion due to materials necessary, production process, or any other considerations shall be disclosed.
2.2 The Client shall keep harmless FA from any liability or damage resulting from any such disclosed risk.
3.1 Unless otherwise expressly stated in writing by FA, prices estimated or quoted will not include the cost of delivery and the Client will be invoiced for any charges incurred by FA in carriage of goods;
3.1.1 Where any quotation or estimate given to the Client includes the cost of delivery, or where FA agrees to arrange the carriage of goods, the price quoted or estimated will cover the usual methods of transportation used by FA, which includes;
188.8.131.52 packing and crating
184.108.40.206 freight costs
3.2 The Client will be invoiced for any additional charges incurred by FA in the carriage of goods, all permits, sales tax, transport onsite work, clearance, duties, taxes and installation costs.
3.3 Delivery will be deemed to have been made when the goods arrive at the delivery point agreed with the Client and a Condition Report is signed by the Client to demonstrate acceptance of good delivery;
3.3.1 Any claim for goods damaged during delivery, unloading or are lost in transit, must be made to FA within 15 days of delivery or the agreed delivery date and itemised on the Condition Report.
3.4 FA will endeavour to meet agreed delivery dates but may not be held liable nor may the Client cancel any order or any part of any order for late delivery.
4.1 The Client is responsible for preparing the installation site prior to the commencement of the installation. Any direct or consequential damage or loss associated with non-compliance cannot be deemed to be the responsibility of the FA.
4.2 Unless otherwise expressly stated in writing by FA, estimates or quotations for installation do not include structural engineering and related calculations.
4.3 Unless otherwise expressly agreed in writing, estimates or quotations for installation do not include the rental or supply of machinery for installation.
4.4 The Client will give FA’s employees access to the installation site at all reasonable times so that FA may complete the installation in accordance with the contract and further will allow the company the free use of any services supplied to the customer's property for the purpose of carrying out the installation.
4.5 If it becomes reasonably apparent to FA that the commencement, progress or completion of the installation or any part thereof is being or is likely to be delayed for any reason at any time, then the Client shall grant an extension of time in writing to FA as is fair and reasonable for the completion of the works.
4.6 The Client shall obtain sufficient insurance to cover any damages that may be made to the property during the installation, exhibition and removal of the artwork, as well as for any damage, loss, theft, defacement or other physical or structural damage to the art while on display.
5.1 Unless previously withdrawn, a quotation is valid for 30 days or such other period as stated. A quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise from it until the Client’s order has been accepted by FA.
5.2 FA shall be entitled to vary the quoted price for the goods and services at any time prior to delivery if the cost to FA of performing the contract is increased. FA reserves the right to apply prices ruling at the time of providing the goods or services.
6.1 Payment of 50% of the full agreed price of the Work must be made prior to initiation of any Work. The remaining 50%, together with delivery costs and all other amounts agreed with the Client and due to FA, is to be paid upon completion of the Work and reasonable acceptance by the Client.
6.2 Failure to make full payment on the date agreed between the parties will result in FA charging the Client interest on the unpaid amount of 6% per annum from and including the due date for payment until and including the date of full payment.
6.3 Upon failure by the Client to pay the price in full or on any agreed instalments by the agreed due date(s), FA is entitled, without prejudice to its other rights and remedies, to terminate the contract and deduct any sums related to the recovery of the Works carried out to the date of termination and claim damages for any losses FA may have incurred.
6.4 In the case that steps are taken towards initiating insolvency proceedings on the part of or against the customer, FA reserves the right to immediately take ownership of the Work and cancel any outstanding the agreement or contract.
7 LIMITATION OF LIABILITY
7.1 FA’s total liability shall be limited by a warranty period of three months (or as agreed between the Parties) from delivery where the Client shall sign a Condition Report upon receipt. Total liability shall not exceed the total project price.
8 INTELLECTUAL PROPERTY
8.1 The Parties shall remain the owners of any intellectual and/or industrial property rights that they held prior to the initiation of the Work. Therefore, the execution of these Terms and Conditions does not entail any assignment of intellectual and/or industrial property rights unless expressly agreed between the Parties.
8.2 FA shall be the exclusive owner of all copyright for images and works provided by FA to the Client related to the Work.
8.3 The Client declares and guarantees that he/she holds the ownership, licence, authorisation or assignment of rights of the author and/or holder of the exploitation rights to carry out the PURPOSE set out in clause 1 and to adhere to the present Terms and Conditions.
8.4 The Client shall hold FA harmless and shall be liable without limitation for any claims, whether in or out of court, which may be brought against FA for infringement of intellectual and/or industrial property rights arising from the relationship between FA and the Client.
8.5 In accordance with the standards set forth to which reference is made in section 9.1, by accepting this document you authorize FA to document the process of creating the Work for storage in its own archive. The documentary data will be property of FA unless specifically otherwise agreed.
9 CONFIDENTIALITY AND DATA PROTECTION
9.1 FA guarantees compliance with REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), and in compliance to not disclose any confidential information obtained from the discloser to anyone unless required to do so by law.
9.2 To this extent, FA is the data controller of the personal data collected and processed under this T&C.
9.3 The personal data shall be processed for the performance, control and management of the present T&C.
9.4 The data processing is legitimated under the contractual relationship and shall not be communicated to third parties, unless required to carry out the Work.
9.4.1 As data subject you have the following rights under data protection regulations: The persons concerned have the right to access their personal data, as well as the right to request the rectification of inaccurate data or, where appropriate, to request their erasure when, among other reasons, the data are already necessary for the purposes for which they were collected.
9.4.2 In certain circumstances, data subjects may request a restriction on the processing of their data, in which case we will only retain them for the purpose of exercising or defending claims.
9.4.3 In certain circumstances and for reasons relating to their particular situation, data subjects may object to the processing of their data. FA will stop processing the data, except for compelling legitimate reasons, or the exercise or defence of possible claims.
9.5 As for the processing based on obtaining your consent, you may revoke it at any time by sending a communication to the following email address factum@factum- arte.com If applicable, you may request the portability of your data.
9.6 In any case, you may file a complaint with the Spanish Data Protection Agency, especially when you have not obtained satisfaction in the exercise of your rights. The address of the Agency is C/ Jorge Juan 6, 28001, Madrid and its website www.agpd.es.
10 COMUNICATIONS AND CLAIMS
10.1 FA will use, as Client contact details for Service management purposes, the information provided by the Client for this purpose, including the contact telephone number and/or e-mail address, as well as the business address.
10.2 The Client may contact FA by email to the project manager of the Work or at Calle Albarracín 28, 28037 Madrid within a period of one month from the time they become aware of the event giving rise to their claim. firstname.lastname@example.org
10.3 Once a complaint has been made by the Client, if the same has not been resolved or it has been resolved unsatisfactorily for the Client, the Client may address his or her complaint to the relevant Consumer’s Office.
11.1 The Parties agree that in material provided to or intended for dissemination by the press and media that the descriptor Factum Arte shall be used where the executor or fabricator of the Work. Such mention shall be agreed with FA prior to dissemination.
11.2 The parties agree that FA shall be stated as executor or fabricator of the Work in material provided to or intended for dissemination by the press and media. Such mention shall be agreed with FA prior to dissemination.
12 PARTIAL NULLITY
12.1 In the event that any Clause contained in these Terms and Conditions is or becomes ineffective or invalid under applicable Law, such ineffectiveness or invalidity shall not render ineffective the entire document. The relevant Clause shall be modified or interpreted in the best possible way so that the purpose for which it was intended is achieved.
13 FORCE MAJUERE
13.1 Neither Party shall be held liable or be deemed to be in breach of the Agreement for any delays or failures in performance resulting from circumstances beyond their reasonable control. Each Party shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances persist for more than two months, either Party may terminate the Agreement by written notice to the other Party.
14 GOVERNING LAW AND JURISDICTION
14.1 These terms and conditions and any dispute or claim of whatever nature arising out of or in any way relating to this agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with Spanish law.
14.2 The parties waive any other code of laws that might pertain to them and agree to the jurisdiction and authority of the Courts and Tribunals of the city of Madrid.