General terms and conditions for use of the online Arthaus internet environment
1. These terms and conditions describe, organise and regulate the terms and conditions of use of the internet environment Online Arthaus (hereinafter: Environment) owned by Directorate OÜ, and the resulting transactions between Directorate OÜ (hereinafter: Arthaus) and a user of the Environment (hereinafter: User).
2. Online Arthaus is an internet environment that introduces, promotes and mediates the purchase and sale of professional art, serving as an administrator, expert and intermediary service provider. The user is a partner to Arthaus either as a Seller or Buyer of the artworks.
3. By registering on the website www.onlinearthaus.com, a User confirms that they have read, understood and agree to follow these General Terms and Conditions. Upon registration at the website www.onlinearthaus.com, the User Agreement between Arthaus and a User is deemed to be concluded under the conditions established in these General Terms and Conditions.
4. The above-mentioned rights and obligations established in the User Agreement are applicable to all legal relationships arising between Arthaus and persons registered as a User of the Environment in the use of services provided via the Environment and the activities related to the use of services.
5. There is no direct communication between the users of the Environment; all activities and communication between the users are organised and regulated by Arthaus under the permission provided by the User upon agreeing with the Agreement.
6. The services provided under the Agreement are mediation of purchase and sale, introducing and promoting art.
User rights, obligations and activities
7. Upon registration, the User shall:
- submit accurate personal information, including register with their correct and complete name, and use a valid e-mail address;
- be at least 18 years old;
- verify they will not use the Environment for illegal transaction(s) and/or fraud(s).
8. The User will verify upon registration that he/she has passive and active legal capacity and the right and competence to make the transactions enabled by the Environment, and he/she understands all the terms and conditions for the use of the Environment established in the user agreement, as well as his/her rights and obligations as a user, and will comply with the requirements.
9. After registration, a User will be given a password and a user name for logging in to the Environment.
10. User shall:
- keep the password and user name in a way that it is not accessible to other people, except for when the User has authorised the third person to represent themselves in the use of the Services;
- immediately inform Arthaus via e-mail of all the data and circumstances that have changed after registering as a user at www.onlinearthaus.com;
- immediately inform Arthaus via e-mail of losing the www.onlinearthaus.com password and/or user name, or them becoming available for third persons.
11. The User verifies that he/she is aware that if the user name or the password become available for third persons, such third persons may take binding obligations that become the responsibility of the User and Arthaus has no obligation to additionally verify the identity of the User after registration.
Seller’s rights, obligations and activities
12. The Seller has a right to:
offer artworks to Arthaus either via the form provided online, via e-mail, or at the Arthaus office upon prior agreement.
13. The Seller is obligated, responsible and shall ensure that:
- he/she has full legal right to provide the artworks, he/she is their owner or authorised seller and is financially responsible for all the ownership issues to Arthaus and Buyer;
- he/she provides true information, including accurate information on the artworks being sold, including the data adequately reflecting the condition of the artworks;
- the data provided (including electronic data, i.e. files, e-mail deliveries, etc.) is not misleading, inaccurate and/or incorrect;
- the data submitted does not contain offers to purchase/sell items/services of forbidden and/or restricted commerce;
- he/she does not violate the property and/or non-property rights (including intellectual rights) of third persons;
- his/her offer
- is not contrary to the laws, other legislation (including legislation regulating consumer protection, competition, and export/import of goods/services), or good practice;
- does not contain viruses or any other computer programmes or files that interrupt, damage, or disturb in any other way the normal use of the Environment and/or may be installed into the Arthaus computer while using the Environment and/or interrupt, damage, or disturb its normal functioning in any other way;
- does not contain information on the artwork that has been offered for sale/purchase in some other internet environment or any other establishment related to selling art (gallery, art shop, antique shop, etc.).
14. A Seller may offer more than one artwork for sale at a time. Arthaus is not obligated to accept the offered artwork for sale if they are not in compliance with Arthaus’ requirements regarding the Environment.
15. The Seller does not have a right to request the publication and sale of the artworks provided by them.
16. For publication of the artworks in the Environment, a Seller shall pay Arthaus a one-time service fee in the amount of 5 (five) euros for 1-5 artworks and 1 (one) euro for each consecutive artwork within 3 (three) working days from the receipt of a service invoice from Arthaus. The invoice will be prepared in an electronic form, added to the Seller’s user account and sent to the Seller in accordance with the agreement either by e-mail or on paper.
17. A Seller will give an artwork to Arthaus for sale for a minimum of 3 (three) months from the moment of publication.
18. While the artwork is being sold, which is the time from the publication of the artwork in the Environment until it is sold or removed from the Environment, the Seller shall have no right to sell the artwork independently or publish it outside the Environment.
19. A Seller may not artificially increase the price of their artwork being sold in the Environment by making their own offers; they also may not use a hidden User or persons related to them, e.g. friends or family.
20. A Seller shall authorise Arthaus to make transactions in their name. All sales invoices will be prepared and issued by Arthaus. The Seller will not participate in the selling process directly.
21. After an artwork is being sold, the Seller shall pay a commissioning fee to Arthaus for the artwork sold. The fee is agreed separately in the sales agreement and it makes up approximately 35% of the sales price of the artwork.
22. The Seller shall give Arthaus a right to withhold the above-mentioned service fee after the sales from the final selling price of the artwork which is the last bid saved in the Environment after the bidding has ended.
23. A Seller shall be responsible for the declaration and payment of all the taxes arising from the purchase and sale transactions carried out in the Environment.
24. The Seller is responsible and aware that making a sales offer brings about a binding selling obligation and if such obligation is not fulfilled, the Seller will be fully liable for the damages caused.
Arthaus’ rights, obligations and activities
25. The artworks suitable for sale will be selected from the offered artworks by Arthaus, in order to ensure the integrity of the Environment and suitability for sale of the artworks. The suitability for sale of the artworks is determined by the professionalism of the author, artistic level of the artwork, and correct and undamaged technical condition that is estimated by experts, but also the suitability of the artwork for the current or future auctioning topic decided and determined by Arthaus.
26. When an artwork is suitable for sale, Arthaus will accept them under a purchase agreement that lists the titles and prices of the artworks being sold: (1) reserve price, which is an agreed minimal amount with which the Seller agrees to sell the artwork, and (2) the approximate price, which is the price range into which the artwork belongs considering the general market background.
27. A User will be notified of a sales agreement via e-mail or telephone. An agreement will either be added to the User’s account, sent for approval via e-mail, or signed in person (at the gallery). An agreement sent by e-mail shall be deemed valid if the Seller has sent an approval/verification to the e-mail address of Arthaus.
28. The artwork(s) will be published in the Environment on the date agreed with the Seller and stated in the sales agreement, but not before the performance of the obligations set out in Section 16 of this agreement (receipt of the service fee for publication of the artwork(s) to Arthaus bank account).
29. Arthaus has the right to offer the artwork in the Environment at its reserve price or higher. All potential later changes or corrections in the prices of the artworks will be agreed separately either
1) with an amended agreement that will be uploaded into the Environment to the Seller’s account, or via a verification by e-mail, or
2) on paper signed in the gallery.
30. The artwork(s) for sale is/are held by the Seller or Arthaus, according to the agreement. When the artwork(s) is/are held by the Seller, they shall deliver or ensure the possibility of delivering them to the Arthaus address within 3 (three) working days from receiving the message from Arthaus.
31. The holder of the artwork(s) shall ensure the upkeep of the artwork(s) until it is/they are sold or the sales agreement ends. A sales agreement will be deemed terminated when the selling period of the artwork(s) has ended and the artwork(s) is/are not sold, or upon selling the artwork(s).
32. The artworks will belong to the Seller until being sold. The ownership will be transferred from the Seller to the Buyer after payment of the invoice. All the invoices will be issued to the Buyer by Arthaus.
33. After the artwork(s) is/are sold, Arthaus shall pay the amount belonging to the Seller within 5 (five) working days from the receipt of the selling price from the Buyer to Arthaus’ account. The amount is the final selling price minus the service fee of Arthaus.
34. Statutory 5% royalty shall be fully paid by the Seller; it will be deducted from the amount paid for the Seller’s artwork(s) sold. Royalty shall only be paid on the sale of artworks that are protected by a union of authors (e.g. Estonian Authors Society, EAS), to which Arthaus must pay the above-mentioned amount with a service fee based on an invoice.
35. Arthaus shall not be liable for the unsuitable or illegal conduct of a Buyer.
36. Arthaus shall be responsible for the quality and competence of the artworks published in the Environment, but is not obligated to provide an art expertise statement on all of the aforementioned artworks. Arthaus will only publish artworks, the artistic and technical level of which is known and which have acceptable quality, based on long-term experience in selling art, and on personal expertise. Arthaus will use the help of additional art experts at its own discretion and decision.
37. Upon providing an artwork for sale, Arthaus shall express the actual art historical content and the economically justified value in its price and other information.
38. At auctions, Arthaus shall sell the artwork(s) to the Buyer who has made the highest bid. The contractual parties shall exchange relevant information within 3 (three) days after the end of the auction.
39. Arthaus has the right to request a fine for a delay in the amount of 0.2% a day on the amount due. All outstanding invoices shall be sent to a person recovering debts (collection agency) within 1 (one) month after the invoice was issued, whereat the Buyer or the Seller shall bear all the costs relating to the collection of outstanding amounts.
Buyer’s rights, obligations and activities
40. By performing a purchase transaction, a Buyer verifies that he/she has sufficiently familiarised themselves with the artwork(s) before the purchase whether based on the information provided online or at the Arthaus gallery and is aware of the condition of the artwork(s), that he/she is familiar with the matters regarding the authenticity and technical condition of the artwork(s) and has no claims when he/she starts bidding or makes a bid on the artwork.
41. Arthaus is not obligated to accept later claims by the Buyer as to artwork that the Buyer has had a chance to see but has not used this opportunity, has not deemed it necessary, or has not been duly diligent regarding the purchase.
42. The Buyer shall buy the artwork(s) purchased at bidding if their bid was the highest. The contractual parties shall exchange relevant information within 3 (three) days after the end of the auction.
43. Buyer will pay the final price for the artworks purchased from the Environment, on which a 5% service fee of the auctioneer will be added. The purchase(s) must be paid within 3 (three) working days after the end of the auction based on an invoice that can be found at the Buyer’s account together with the instructions for payment. Generally, an invoice will be sent via e-mail, but the Buyer has the right to request a paper invoice from Arthaus.
44. The buyer will receive the artwork(s) after Arthaus has received payment. The artwork(s) will be handed over upon agreement either at Arthaus (Haus Galerii, Tallinn Uus tn 17) or delivered to the address stated by the Buyer, in which case the transportation costs will be covered by the Buyer.
Right for claim
45. Arthaus shall be responsible for artwork not complying with the terms of the agreement sold to a Buyer, or defects that existed at the delivery of the artwork and become evident within up to 2 (two) years from being handed over to the Buyer. During the first 6 (six) months of delivering the artwork to the Buyer it is assumed that the defect was there at the time of delivery. Arthaus shall be responsible for refuting that assumption.
46. In the case of discovering any defects, a Buyer may turn to Arthaus within 2 (two) months at the latest by sending an e-mail to firstname.lastname@example.org or calling 57502402.
47. Arthaus shall not be responsible for defects that have occurred after the artwork was delivered to the Buyer.
48. If an artwork purchased from the Environment has defects for which Arthaus is responsible, Arthaus will repair or replace the defected artwork. If it is not possible to repair or replace, Arthaus will refund all the fees under the sales agreement.
49. Arthaus will reply to the Buyer’s claim in writing or in a format which can be reproduced in writing within 15 (fifteen) days.
Processing personal data
50. The User is aware and agrees that Arthaus has the right to process their personal data in accordance with the legislation of Estonia and the terms and conditions of the Agreement. Arthaus shall ensure the use of data for the purposes of the Environment only, and shall ensure confidentiality.
51. Arthaus has the right to process data provided by a natural person upon registration as a User or requested from them when using the Environment, or information gathered on a natural person User in some other way while using the Environment (hereinafter: Personal Data) for the purposes and to the extent established in the General Terms and Conditions, if the User agrees and authorises Arthaus to process such data.
52. A User may withdraw consent for processing and keeping their Personal Data at any time, request the processing to stop and the gathered Personal Data to be deleted or closed, and also their user account to be closed. The agreement may not be withdrawn retroactively.
53. Arthaus will gather and save Personal Data electronically and if necessary, makes extracts in some other format.
54. Arthaus shall use the Personal Data for the provision, development and personalisation of services related to the Environment and the resulting purchase and sale transactions.
55. Arthaus shall not disclose Personal Data to third persons or publish such data.
56. Arthaus shall only have the right to use Personal Data and provide access to such data for the administrators selected by Arthaus for such purpose or to other persons cooperating with Arthaus in direct development and maintenance of the Environment with the aim to ensure the quality of services and activities, availability and the potential improvements.
57. In the cases established in Section 39 of these General Terms and Conditions, Arthaus has the right to disclose Personal Information to a person recovering debts (collection agency, etc.).
58. Arthaus or a person recovering debts shall have a right to disclose the Personal Data to undertakings publishing payment arrears, e.g. Krediidiinfo etc. that may process such data for the purpose of making a credit decision in a register of payment arrears managed by the respective person.
Deleting a User
59. Arthaus has the right to restrict a User’s right to use the Environment or to cancel that right, including amend the information published on the User’s account or close the account without permission to register again, if the User:
- violates these Terms and Conditions or the User obligations under these Terms and Conditions;
- has provided information upon registering or using the Environment that is incorrect, misleading or inaccurate;
- knowingly and intentionally adds false information to the Environment by using their account, insults other persons in any way, or behaves indecently.
60. Arthaus has the right to monitor the activities in the Environment at all times, including the sale and purchase bids made by the Users. Arthaus may study all alleged violations of the Terms and Conditions by using all the legal means available.
61. Arthaus has the right to cancel or refuse to accept purchase and sale bids made via the Environment at any time, if such bids are not in compliance with these Terms and Conditions, good practice, or valid legislation.
62. Arthaus has the right to relocate the information on the artworks related to the Environment to ensure better usability of the Environment at any time, without changing the content of the information.
63. If Arthaus has closed a User’s account due to a violation of the user agreement, the account is closed automatically. The client has the right to protest the decision by sending a respective e-mail to email@example.com
64. Arthaus has the right to send Users personal commercial notifications and other news and offers regarding the Environment. A client has a right to refuse such notifications by informing Arthaus thereof.
Changing the Terms and Conditions
65. Arthaus has a right to unilaterally amend these Terms and Conditions and the prices of the services at any time to ensure development of the Environment and the related activities and services, and the better and safer use of these services.
66. Arthaus shall inform the User of any changes and additions to these General Terms and Conditions in the Environment, via User account messages, or by e-mail.
67. Any changes and amendments to the terms and conditions of the user agreement and the price list of the Environment shall enter into force upon publication of the respective change or amendment in the Environment.
68. User shall verify his/her agreement with the changes and amendments after the respective changes have entered into force.
69. The Environment and the copyrights of its full contents belong to Arthaus.
70. By displaying copyrighted artwork in the Environment, a User transfers the proprietary rights of the author to Arthaus free of charge. Arthaus has the sole right to use the artworks submitted by the User in any way, or to allow or permit their use, including reproduce, distribute, translate the related information, adjust, add them to collections or databases, or display them to the general public.
71. Upon agreeing with these Terms and Conditions, the will of the User and Arthaus is not directed to the creation of any other legal relationships than that explicitly stated in the General Terms and Conditions.
72. In addition to the provisions in the General Terms and Conditions, the relationships between the User and Arthaus are regulated by the legal norms applicable in the Republic of Estonia, and good practice.
73. If any of the provisions of the General Terms and Conditions become invalid due to contradiction with the legislation, it shall not change the validity of any other provisions.
74. Exchange of all notifications and information between the User and Arthaus shall take place electronically and via the contact information stated in the Environment, unless agreed otherwise.
75. The legal relationship between Users of the Environment and Arthaus shall be regulated by the legislation of the Republic of Estonia.
76. Any disputes arising from using the Environment shall be settled by negotiations between the User and Arthaus. If the parties fail to reach an agreement, the dispute will be settled at Harju County Court.
77. A User has the right to withdraw from the agreement concluded by agreeing with these Terms and Conditions within 14 days from accepting these Terms and Conditions. They may also cancel the regulated legal relationship arising under the General Terms and Conditions at any time, first performing their obligations towards Arthaus and other Users.