These Terms & Conditions are effective from 18th February 2011. They replace all previous terms and conditions. By using the Website, you are agreeing to be bound by these terms and conditions.

1       Definitions and Interpretation

In this Agreement expressions shall have the following meaning:

"Art Health Check"

an appraisal of the Work by the Company in the Art Enjoyer's possession;

"Art Supplier"

the creator of the Work;

"Art Supplier Fee"

the fee payable to the Art Supplier as set out on the Website and subject to change from time to time;

"Business Model"

the concept of enabling the Art Enjoyer in return for the Fees to have possession of any work of art from a pool of artwork and the right to purchase a work of art in their possession or exchange it for another by the same art supplier or another together with the right to resell the Work back into the Market following purchase;

"Art Enjoyer"

you, the user of the Company's service and Website;

"Company"

Optamize CIC whose company number is 5373601 and whose registered office is 137, Gerry Raffles Square, Stratford, London E15 1BQ;

"Condition Report"

the report detailing condition of the Work to be signed and completed on receipt and return of the Work by Art Enjoyer;

"Delivery Date"

date on which the Work shall be delivered to the Art Enjoyer at the Site;

"Delivery Fee"

the fee as set out on the Website and subject to change from time to time for delivering the Work to the Site and carrying out any Additional Services;

"External Website"

External Websites are WWW server domain names which do not end in .artbuffet.org;
These are for example (including but not limited to) any website linked on "OUR FRIENDS";

"Indemnity Waiver"

the option of purchasing a Waiver from the Company so as not to be liable for any damage to the Work whilst on the Site that is not directly attributable to the negligence of the Art Enjoyer;

"Long Borrow Fee"

the fee as set out on the Website and subject to change from time to time to be paid by the Art Enjoyer where the period of time for holding the Work exceeds the Maximum Borrowing Period;

"Market"

the system of determining price from measuring demand for the Work based on indicators of popularity derived electronically from the Website and Business Model;

"Market Price"

the value of the Work as determined by the Market;

"Maximum Borrowing Period"

the maximum period of time that a Art Enjoyer is permitted to have the Work in its possession without incurring a Long Borrow Fee. The period of time is published on the Website and is subject to change from time to time;

"Option Price"

the price at which a Art Enjoyer may purchase the Work, being either the Market Price on the day the Art Enjoyer first takes possession of the Work, or, where the Work has been withdrawn, the Market Price on the day of repossession of the Work by the Art Enjoyer;

"Option Price Expiry Date"

seventy five days from the Delivery Date;

"Registration Fee"

the one off fee payable to the Company on joining as set out on the Website and subject to change from time to time;

"Retrieval Date"

date on which the Work will be collected from the Site by the Company;

"Site"

the place or places specified by the Art Enjoyer where the Work is to be delivered and located while in the Art Enjoyer's care;

"Software"

Widgets and facebook applications offered on this Website;

"User content"

Any kind of data (such as text, images, video, audio, applications) uploaded by you;

"Website"

the website currently located at www.artbuffert.org; and

"Work"

any individual piece of artwork displayed on the Website.

2       Purpose

2.1        In return for the Art Supplier Fee and the Registration Fee (together referred to as the "Fees"), the Art Enjoyer shall be entitled to:

2.1.1    up to 5 Works at any one time to be placed on the Art Enjoyer's short list, referred to as "My Favourites";

2.1.2    exhibit the Work or Works at the Site in accordance with the obligations set out in these terms and conditions; and

2.1.3    to purchase any Work in accordance with clause 5 below.

3       Payment

3.1        The Art Enjoyer shall pay the Fees upon entering into this agreement and the Art Supplier Fee on each subsequent anniversary for the purposes set out in clause 2 above.

3.2        The Art Enjoyer shall receive an invoice from the Company if any additional purchases have been made in the preceding month.

3.3        If the Art Enjoyer for whatever reason fails to pay the Fees or an invoice by the due date, the Company shall grant the Art Enjoyer a final extension of seven days to pay the Fees or invoice or return any Works in their possession.

3.4        If the Fees or an invoice has still not been paid in accordance with clause 3.3 above and the Art Enjoyer is still in possession of any Works, the Art Enjoyer shall be deemed to have purchased the Works at the Market Price on that day. The Market Price shall immediately become due to the Company.

4       Delivery

4.1        In return for the appropriate Delivery Fee, the Work shall be delivered to the Art Enjoyer at the Site on the Delivery Date.

4.2        Except where the Art Enjoyer will be picking up or returning the Work to the Company, the Art Enjoyer shall select a Delivery Date when borrowing the Work or Retrieval Date when switching or returining the Work.

4.3        The Company shall use its reasonable endeavours to deliver or retrieve the Work to/from the Site on the Delivery Date or Retrieval Date but shall not be liable to the Art Enjoyer in any way if the Work cannot be delivered or retrieved on the Delivery Date or Retrieval Date due to any reason outside of the Company's control such as but not limited to the unavailability of public transport in London.

4.4        Where the Company cannot deliver or retrive the Work to/from the Art Enjoyer on the Delivery Date or Retrieval Date, the Company shall notify the Art Enjoyer of this as soon as is reasonably practicable and arrange an alternative Delivery Date or Retrieval Date.

4.5        Where the Company cannot deliver or retrieve the Work due to the actions of the Art Enjoyer, the Art Enjoyer shall be responsible for all additional costs.

4.6        The Art Enjoyer acknowledges that in certain cases, delivery may not be possible of the Work at the Site. In such cases, the Work will be returned to the Company and the Art Enjoyer will be liable for all delivery costs.

4.7        The Work shall be delivered to the Art Enjoyer in specially design packaging provided free of charge. It is recommended that this packaging is used when returning the Work to the Company. Where the Work is returned without the packaging provided by the Company the Art Enjoyer will be charged a nominal fee as notified by the Company from time to time and available on the Website

5       Art Enjoyer's Obligations

5.1        The Art Enjoyer agrees and undertakes to:

5.1.1    exhibit the Work at the Site only;

5.1.2    store the Work between 10 to 30 degrees centigrade;

5.1.3    store the Work out of direct sunlight;

5.1.4    never store the Work on or over a direct heat source;

5.1.5    never store the Work on a wall or mounting that is not capable of bearing the weight of the Work;

5.1.6    protect the Work from dust

5.1.7    only clean and handle the Work in an appropriate fashion as described on the Website, and at the least with either washed or gloved hands;

5.1.8    not alter the Work in any way (including framing where the Work is unframed); and

5.1.9    not copy the Work or allow it to be copied.

6       Site

6.1        The Art Enjoyer must notify the Company of:

6.1.1    any changes in its address or contact details including telephone number and email address; and

6.1.2    any period of more than 3 business days when they will not be present at the Site.

6.2        If the Art Enjoyer is in possession of Work whilst changing addresses, the Work must be transported in the packaging provided by the Company or alternatively, in packaging that must be no less secure than that provided by the Company.

6.3        The Art Enjoyer agrees not to transport the Work outside of the United Kingdom.

7       Title and Risk

7.1        Until the Work is purchased by the Art Enjoyer and the purchase price received by the Company in accordance with clause 4 above, title in the work shall remain with the Art Supplier irrespective of whether the Work is in the possession of the Art Enjoyer.

7.2        Risk in the Work shall pass to the Art Enjoyer following completion of a Condition Report and either:

7.2.1    the Work is delivered to the Art Enjoyer; or

7.2.2    the Art Enjoyer collects the Work from the Company.

7.3        In the event that the Art Enjoyer lets another person take possession or return the Work the Art Enjoyer authorises that person to sign the Condition Report on their behalf.

7.4        Risk in the Work shall remain with the Art Enjoyer until a second Condition Report is completed and either:

7.4.1    the Work is collected by the Company from the Art Enjoyer; or

7.4.2    the Work is returned to the Company.

7.5        The Art Enjoyer shall be liable for any loss in value of the Work upon its return to the Company attributable to any differences in the second Condition Report from that of the first. Damage shall be assessed according to a procedure published on the Website.

7.6        Whilst in its possession, the Art Enjoyer shall either purchase an Indemnity Waiver or have the Work insured for at least the purchase price in accordance with clause 9.2 below in a form to be notified by the Company.

7.7        The Art Enjoyer shall immediately notify the Company where the Work is destroyed, lost or otherwise damaged.

7.8        Where the Work has been in the possession of the Art Enjoyer for more than 6 months, the Company shall perform an Art Health Check at no expense to the Art Enjoyer. The Company may photograph the work in situ. In the event of the Art Enjoyer being out of contact, the Work will be assumed to be lost or destroyed and liability shall come into effect as set out in clause 3 above.

8       Switching and Borrowing Work

8.1        The rules of Optamize can be found on the Website and are expressly incorporated into these Terms & Conditions. The rules are subject to change from time to time.

8.2        Following notification from the Company of the availability of the Work, the Art Enjoyer must notify the Company if he or she wishes to switch the Work.

8.3        The Art Enjoyer will receive the work if he or she is determined to have the strongest interest in the Work calculated using a variety of factors collected by the Company. Further details on these factors can be found on the Website. An indication of whether a particular Work is available is provided on the Website.

8.4        The Art Enjoyer is free to switch the Work for another work at any time. If the Art Enjoyer does not switch a Work within a Maximum Borrowing Period they will be charged a Long Borrow Fee.

8.5        Where the Work is in the possession of the Art Enjoyer and is under offer to be purchased by another art enjoyer of the Company, the Art Enjoyer will have 2 working days to exercise first right of refusal to purchase the work. If the Art Enjoyer chooses not to purchase the Work, the Art Enjoyer must release the Work to the Company within 7 days of the date notification of purchase was received from the Company. For the avoidance of doubt, returning the Work to the Company will not constitute a switch.

8.6        The prompt compliance with clause 8.5 will entitle the Art Enjoyer to a switch without incurring a Delivery Fee.

8.7        The Art Enjoyer must give the Company at least 4 days notice of its intention to switch the Work.

8.8        For each switch that the Art Enjoyer completes, the Art Enjoyer will be reimbursed a sum subject to a maximum published on the Website from time to time This reimbursement can only be used against future purchases of artwork on the Website.

9       Purchase of Work

9.1        The Art Enjoyer may buy any Work that is available at the Website.

9.2        Where the Work is in the Art Enjoyer's possession and the Option Price Expiry Date has not passed, the purchase price of the Work shall be the Option Price on the day the Art Enjoyer notified the Company of its intention to purchase the Work. After the Option Price Expiry Date passes, the purchase price shall be the Market Price on on the day the Art Enjoyer notifies the Company of its intention to purchase the Work

9.3        Where the Work is in the Art Enjoyer's possession, the Art Enjoyer will have the first right of refusal to purchase the work.

9.4        Where the Work is not in the Art Enjoyer's possession, the purchase price shall be the Market Price.

10     Reselling Work

10.1      Once a Work has been purchased by the Art Enjoyer, it may be made available again by the Art Enjoyer for purchase at the Website using the Business Model. In such circumstances the Art Enjoyer will receive 70% of the Market Price if resold.

10.2      The Art Enjoyer acknowledges that the Market Price can rise and fall and that where a Work is resold, the Market Price could be more or less than the Market Price at which the Art Enjoyer originally purchased the Work.

11     Withdrawal of Work

11.1      Unless title in the Work has passed to the Art Enjoyer in accordance with clause 7.1 above, the Art Enjoyer acknowledges that any Work in its possession must be returned to the Company within 6 weeks of being notified by the Company. The Art Enjoyer will not be responsible for any costs involved in returning the Work to the Company. For the avoidance of doubt, the return of the Work to the Company by the Art Enjoyer will not constitute a switch.

11.2      Where the Work is withdrawn so as to be exhibited by the Art Supplier, the Art Enjoyer may offer to purchase the Work at any time until a third party offers to purchase the Work at the exhibition.

11.3      The Art Enjoyer acknowledges that where it purchases a Work that is at an exhibition, the Work may not be delivered to the Art Enjoyer until the end of the exhibition.

11.4      Where the exhibition finishes and the Work has not been purchased, it shall be returned to the Art Enjoyer for any remaining period that the Art Enjoyer was entitled to have possession of the Work, unless the Art Enjoyer has switched the Work.

11.5      Where Work is returned to a Art Enjoyer following an exhibition, the new Option Price will be the Market Price on the day the Work is returned to the Art Enjoyer.

12     Hanging and Installation

12.1      Where the Art Enjoyer wishes Optamize to install the Work, the Art Enjoyer will notify Optamize at the time of delivery where the Work is to be installed on the Site. The Art Enjoyer will be liable for any damage caused by the installation where the position on the Site was not suitable and the damage was not caused by the negligence of Optamize. Details of the installation packages available are listed on the Website.

12.2      The Art Enjoyer will indicate its acceptance of the installation by signing the form provided to the Art Enjoyer at the time of installation.

12.3      The Art Enjoyer will be liable for any damage caused to either the Work or the Site after completion of installation where the damage has been caused by an act or omission of the Art Enjoyer.

13     Limitation of Liability

13.1      The Company's entire aggregate liability under this Agreement in respect of any loss or damage suffered by the Customer in connection with:

13.1.1 any misrepresentation made by the Company (other than fraudulent misrepresentations);

13.1.2 any breach of the Company's obligations under this Agreement; and

13.1.3 the Company's negligence shall be limited to the sum equal to the amount paid to the Company by the Customer in the 12 months preceding the cause of action arising.

13.2      Notwithstanding anything else contained in this Agreement and to the fullest extend permissible by law, the Company shall not be liable to the Customer for:

13.2.1 loss of profits;

13.2.2 indirect or consequential losses; and

13.2.3 wasted management time and expenditure irrespective of whether such loss arises from negligence, breach of contract, statutory duty or otherwise.

14     Termination

14.1      The Company may terminate this Agreement if:

14.1.1 the Art Enjoyer does not make the payments as set out in clause 3 above; or

14.1.2 the Art Enjoyer fraudulently provides the Company with incorrect information regarding payment and/or the Site and/or telephone and email contact details; or

14.1.3 in accordance with clause 17 below.

14.2      The Art Enjoyer may terminate this Agreement on 30 days written notice to the Company.

14.3      Where this Agreement is to be terminated, all sums owing to the Company must be paid and all Work returned to the Company within 30 days of receipt of notification of termination.

15     Accuracy

15.1      The Company shall endeavour to ensure that all information on the Website is accurate and free of any errors but shall not be liable in any way should any such inaccuracies or errors be found to exist.

15.2      The Art Enjoyer acknowledges that the electronic image of the Work on the Website may not be identical or exactly resemble the Work.

16     Data Protection

16.1      The Art Enjoyer acknowledges and consents to the Company holding, storing, processing, using and transferring the Art Enjoyer's personal data in order to comply with its obligations under the Agreement.

16.2      For the avoidance of doubt, the Art Enjoyer consents to its personal data being used by the Company for the following purposes:

16.2.1 to complete delivery;

16.2.2 to insure the Works;

16.2.3 to provide access to the Website; and

16.2.4 to notify the Art Supplier of the location of the Work, but only in the circumstances where the Company ceases to trade.

16.3      The Company agrees that it will not without the Art Enjoyer's prior written consent sell the Art Enjoyer's personal information to third parties.

16.4      The Company undertakes to comply with all requirements of the Data Protection Act 1998.

17     Amendments

17.1      The Company may make changes to this Agreement but must provide the Art Enjoyer 30 days notice of any such changes.

17.2      If the Art Enjoyer does not accept the changes proposed by the Company, the Art Enjoyer must notify the Company of this in writing within 7 days of receipt of such notice.

17.3      If the parties do not reach an agreement on the proposed amendments, this Agreement shall terminate 30 days after receipt of the notice of amendment by the Art Enjoyer.

17.4      If the Company does not receive any notice from the Art Enjoyer within 30 days of notifying the Changes, the Art Enjoyer will be deemed to have accepted all the changes.

18     Notices

18.1      Any notice given under this Agreement must be in writing.

18.2      Except as set out at clause 18.3 below, notices must be served by personal delivering, sending via first class mail or registered post.

18.3      For the purposes of clauses 4, 8 and 9 above, the Company will only accept notices by e-mail or fax at the email addresses or fax numbers set out on the Website.

18.4      Any notice shall be deemed to have been received:

18.4.1 if sent first class or registered post, two (2) Business Days from the date of posting; and

18.4.2 if sent by fax or email, at the time of transmission but only if the receiving fax machine is capable of printing a report confirming receipt or where no error message is received following service by email.

19     Entire agreement

This Agreement constitutes the entire agreement between the Art Enjoyer and the Company. It replaces and supersedes all previous communications, representations and agreements between the parties (except for any fraudulent pre contractual misrepresentations made by a party upon which the other party can be shown to have relied).

20     Variation

No variation of this Agreement will be valid unless signed by an authorised signatory of both parties.

21     Severance

If any provision of this Agreement is found by any competent court or administrative body to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.

22     Waiver and Remedies

Any waiver, concession or extra time given is limited to the specific circumstance for which it was given. It does not affect any other rights a party may have.

23     Software

23.1      Optamize grants a nonexclusive license to use the Software on the following terms:

23.2      All Software is for private, non-commercial, single computer use only.

23.3      All Software is provided 'as is'. Optamize makes no warranties, expressed or implied, as to merchantability or fitness for a particular purpose. In no event shall Optamize be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this Software, even if advised of the possibility of such damage.

23.4      You may not copy, retransmit, redistribute, resell or transfer the Software or any parts or components thereof to any other person at any time. You shall not create any derivative works from the Software or any parts thereof.

23.5      Optamize may terminate your access to the Software immediately at any time without prior notice.

23.6      The images, artwork and text used within the Software are the property of Optamize or their respective copyright owners. All copyright, trademarks, logos, designs, product names, whether or not appearing in large print or with trademark symbols, are trademarks of Optamize and its partners and may not be used, downloaded, edited, reposted, reproduced, reused, transmitted, modified, displayed, distributed or otherwise used by any mechanical or electronic means without the express written permission of Optamize.

24     User content

24.1      By posting User Content to any part of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to Optamize an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.

24.2      You may remove your User Content from the Website at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that Optamize may retain archived copies of your User Content.

24.3      To remove your User Content from the Site send an email to info@artbuffet.org. Include the email address you have used to post your User Content and set the subject to "Remove all User Content from ArtBuffet.com". It may take up to two weeks to delete all your User Content.

24.4      You shall not:

24.4.1         post any User Content that is unlawful, harmful, threatening, abusive, harassing, stalking, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

24.4.2         post User Content which contains software viruses, Trojan horses, worms, time bombs, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Website, any computer software or hardware or telecommunications equipment;

24.4.3         impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with a person or entity;

24.4.4         intentionally or unintentionally violate any applicable law and any regulations requirements, procedures or policies in force from time to time;

24.4.5         transmit, access or communicate any content that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

24.4.6         infringe on the rights of any third party, including but not limited to trademark, copyright or the rights of publicity.

25     Links to External Websites

25.1      External links are selected and reviewed when the Website is published. However, Optamize is not responsible for the content of External Websites. This is because:

  • Optamize does not produce, maintain or update them
  • Optamize cannot change them
  • They can be changed without Optamize knowledge or agreement

25.2      The inclusion of a link to an External Website from this Website should not be understood to be an endorsement of opinions expressed or services provided at those websites.

26     Governing law and jurisdiction

26.1      This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

26.2      Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.