Terms and Conditions
ART RESTORATION AND FRAMING SERVICES AGREEMENT
[Welcome to The Conservatory, LLC. By agreeing to these terms and conditions upon signing our Service Order “Treatment Proposal & Estimate”, you (the "Client") confirm your understanding and acceptance of the terms outlined here. These govern the relationship between you and The Conservatory, LLC (the "Company") for services related to examining, evaluating, restoring, and framing artworks (the “Services”).]
This Art Restoration and Framing Agreement is made on this day of 20 , by and between The Conservatory, LLC, a Texas limited liability company (“Company”), located at 11902 Knights Bridge, Austin, TX 78759 (hereafter the “Premises”), and _______________________ (the “Client”), collectively referred to as the “Parties,” for the purposes of examining, evaluating, restoring and framing artworks, described in detail herein, in consideration of the mutual undertakings set forth herein and on the following terms and conditions:
Client warrants and represents that he or share has legal title to the objects described in detail in the Object List set forth in the Service Order, made a part hereof and incorporated in full by reference, hereafter collectively referred to as the “Object(s)” holds legal title or is the authorized agent for person(s) holding legal title to the Object(s), and Client further warrants and represents that it has the sole and exclusive binding authority to execute this Agreement;
Client seeks conservation services for the Objects by Company, including but not limited to, examination, evaluation, testing and restorative treatments and/or framing of, in, on and for the Object(s) (the “Services”), and hereby retains Company to provide such services for the Object(s) that are the subject of this Agreement.
1. Services
A. Work Performed.
(i) The Company agrees to undertake and to perform the Services according to the fee and payment schedule as mutually agreed by the parties via a service order submitted to the Client by the Company and subsequently approved by the Client (the “Service Order”), which such approval may be given via electronic mail or signature.
(ii) The condition of the Objects at the time of inspection is based upon a visual inspection, unless otherwise specified, performed by the Company.
(iii) The Client acknowledges that there are risks attendant to the Services performed under this Agreement due to intrinsic characteristics of the Object(s), and prior conditions affecting the Objects, including but not limited to materials, mediums, construction, composition, latent defects, damage, age, existing wear and tear, previous treatments, prior restoration and/or flaws, which may adversely affect the outcome and result, and the Client hereby agrees to accept and assume any and all risks related to the Objects and the work performed by Company under this Agreement.
B. Fees, Expenses and Costs, Payments. The Client agrees to pay the Company all fees, expenses and costs for work performed on the Objects(s) under this Agreement, and related thereto, as provided in Service Order approved by the Client.
C. Time Period. The estimated completion date for the Object(s) shall be set forth in the Service Order (the “Time Period”). The Client acknowledges this Time Period is merely an estimate, and failure of the Company to comply with this Time Period estimate shall not constitute a material breach of this Agreement.
D. Notification and Client Acknowledgement of Work Performed. The Company shall notify the Client of the date when the Object(s) are ready for retrieval. The Client shall acknowledge in writing that the Company has duly completed the work performed on the Object(s) pursuant to this Agreement. No Object(s) shall be released from the Premises or other location to the Client until such acknowledgement is executed and payment is completed by the Client unless otherwise agreed in writing by the Parties.
In the event the acknowledgement under this Paragraph is not executed by the Client within thirty (30) days from notification as provided in herein, and required payment made, Client authorizes Company to store the Object(s) at Client’s cost and expense, and hereby assigns Company the exclusive right to store the Object(s) at an off-site facility selected by the Company or the Premises, and the Company shall have the continuing and future right to store the Object(s) at an off-site facility. The Client is hereby obligated to pay, any and all fees, costs, charges and penalties for such storage, including but not limited to, all those incidental to packing, shipping, freight, transit and insurance to, from and at such facility or location.
E. Object(s), Insurance. The Client warrants and represents that it maintains at its cost and expense policies of insurance for casualty and loss to the Object(s) on an All Risk basis for each and every Object under this Agreement, and further represents and warrants that said policy shall remain in full force and effect for duration of this Agreement, including but not limited to, any period of time the Object(s) are at the Premises, and in transit, and delivery to and from the Premises, and at other locations or facilities designated by the Company, in the amount sufficient to cover the value of the Object(s). The Client shall further provide proof of such insurance to the Company upon request. Owner shall give written notice of the total value object(s). Owner agrees that Object(s) value under $2,000 will not have an additional charge and anything from $2,000 - $20,000 will be a $10 charge per $1,000, per Object, $20,000-$75,000 will have a flat fee of $200, per Object, and anything valued over $75,000 will need to have an appraisal letter at Client’s sole cost to set a fee agreed between Client and Company. Additional charges, fees, shall be charged by the Company to cover Object(s) further.
F. Packing, Shipping, Freight and Transport. The Client shall be responsible for the fees, costs and charges for packing, crating, shipping, freight and transport of Object(s), and any other reasonable fees incident thereto, to and from the Premises, during such times and at such locations, unless otherwise previously agreed in writing by the Company and the Client.
G. Premises Storage, Exclusions. The Company shall maintain and store the Object(s) at the Premises for the Time Period of this Agreement under conditions appropriate for storage of Object(s) of that kind. Client agrees that the Company, in its sole discretion, and upon reasonable notification, may exclude from its storage obligations at its Premises certain Object(s) under this Paragraph because of size, volume, bulk, condition, components, inherent materials, chemical structure, or for any other reason the Company deems appropriate.
H. Publicity. The Company shall have the non-exclusive, irrevocable right to list, identify, and display the Object(s) as part of its portfolio of projects, including the right to use images, descriptions, and any other representations of the Object(s) for marketing, promotional, and advertising purposes, on social media platforms, the Company’s website, and in other marketing materials. The Client hereby grants to the Company the right to use the Object(s) in this manner, acknowledging that such use is important for showcasing the Company’s expertise and services. The Client confirms that this grant does not infringe on any intellectual property rights the Client may have in the Object(s). The Company agrees to use reasonable efforts to depict the Object(s) in a manner respectful and representative of the quality of the Services performed.
I. Travel. The Client agrees to pay the Company or to reimburse the Company for payments made, for reasonable travel expenses and related costs under this Agreement, where such travel is required for the Company to inspect the Object(s) in a location more than thirty (30) miles from the Premises, including such travel costs and expenses for [assistants, associates, other employees, contractors. The Client further agrees to pay the Company, or to reimburse the Company for payments made, for reasonable travel expenses and related costs if the Company is required to testify or to participate in a deposition or other legal proceeding relating to the Object(s) or the services performed under this Agreement.
J. [Acknowledgments, Credits. The Client agrees that it will acknowledge the work performed by the Company in the form of a credit line substantially as follows: “Conservation treatment by Art Conservatory, LLC, Austin, Texas, ” when the Object(s) is/are reproduced in books, journals, magazines, periodicals, scientific and scholarly works, on the internet, websites, or any other media, and Client further agrees to use its best efforts to request others using images of the Object(s) in the same manner to provide said acknowledgement.]
K. Negligence, Gross Negligence, Limitations on Liability, Liquidated Damages. THE CLIENT FURTHER AGREES THAT THE COMPANY, IN PERFORMING THE SERVICES UNDER THIS AGREEMENT SHALL NOT BE LIABLE TO THE CLIENT FOR ANY LOSS OR DAMAGE TO THE OBJECT(S) IN ITS POSSESSION, CUSTODY OR CONTROL, REGARDLESS OF THE CAUSE OF ANY SUCH LOSS OR DAMAGE INCLUDING NEGLIGENCE BY THE COMPANY OR OTHERS, EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY THE COMPANY.
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, THE COMPANY SHALL NOT BE LIABLE TO THE CLIENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, SUFFERED BY THE CLIENT OR ANY THIRD PARTY, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER SHALL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
THE PARTIES FURTHER AGREE THAT TO THE EXTENT ANY LOSS OR DAMAGE TO THE OBJECT(S) OCCURS THAT IS NOT OTHERWISE EXCLUDED BY THIS AGREEMENT, DAMAGES SHALL BE DEEMED TO BE A TOTAL AMOUNT NOT TO EXCEED TOTAL FEES CHARGED FOR THE SERVICES PERFORMED UNDER THIS AGREEMENT, AND SUCH AGREED-UPON AMOUNT SHALL ONLY BE APPLICABLE IN CIRCUMSTANCES WHERE COMPANY, IN ITS DISCRETION, HAS COMPLETED THE TREATMENT PROPOSED HEREIN. COMPANY IS NOT LIABLE FOR ANY DAMAGES IN ANY AMOUNT UNDER THIS AGREEMENT IN THE EVENT CLIENT RETRIEVES THE OBJECT(S) OR TERMINATES THIS AGREEMENT PRIOR TO THE AFOREMENTIONED COMPLETION OF TREATMENT OR THE AGREEMENT IS TERMINATED PURSUANT TO SECTION II, PARAGRAPH G OF THIS AGREEMENT.
L. Indemnification, Hold Harmless. The Client shall indemnify, defend and hold harmless the Company, its principals, agents, employees, representatives, successors and assigns from and against any and all claims, actions, litigation and liability, arising out of or relating to the Object(s) or this Agreement, including without limitation all losses, liability, damages, penalties, costs, fees and expenses, including those of attorneys, professionals, experts, witnesses and others.
M. Force Majeure. In the event either Party is delayed or prevented from performing under this Agreement due to any cause beyond its reasonable control, including but not limited to, actual, impending or expected attack by any government or sovereign power (de jure or de facto) or by any authority maintaining or using military, naval or air forces or by such forces or by any weapon of war, insurrection, rebellion, revolution, strike, labor or civil unrest or dispute, embargo, blockade, work stoppage, delay, protest, nuclear attack, terrorist strike, or acts of God, seizure or destruction under customs regulations, confiscation by order of any government, legal process or public authority, such delay shall be excused during the continuance of such delay, and the period of performance shall be extended to such extent as may be reasonable to perform after the cause of delay has been removed. In the event any such delay continued for a period of more than 60 days, or performance cannot be completed as a result of an event under this Paragraph, Client or Company may terminate this Agreement upon written Notice to the other party pursuant to Section II. In the event of any such termination, Client shall pay for work performed through the effective date of termination.
II. General Terms and Provisions
A. Entirety of Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior understandings, communications and agreements between the parties on such subject matter herein.
B. Written Amendment. This Agreement may not be modified, changed or revised, unless otherwise expressly authorized herein, in the absence of a writing signed and dated by both parties reciting such modification, change or revision.
C. Severability. If any term or provision of this Agreement shall be held invalid, illegal, unlawful or unenforceable for any reason whatsoever by a Court of competent jurisdiction, such invalidity, illegality, unlawfulness or unenforceability shall not affect any other term or provision in this Agreement, which shall remain in full force and effect, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same has been held such invalid, illegal, unlawful or unenforceable, had never been contained herein.
D. Survivability. This Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of the parties.
E Good Faith Efforts. The parties agree to execute all documents related to this Agreement and to complete all forms and provide all relevant information in a timely manner.
F. DISCLAIMER OF GUARANTY. NOTHING IN THIS AGREEMENT AND NOTHING IN THE COMPANY’S STATEMENTS SHALL BE CONSTRUED AS A GUARANTEE OR A PROMISE ABOUT THE SUCCESS OR EFFECTIVENESS OF ANY TREATMENT OR ANY OUTCOME. THE COMPANY MAKE NO SUCH GUARANTEES OR PROMISES. ANY COMMENTS BY THE COMPANY ARE EXPRESSIONS OF OPINION ONLY.
G. Termination. Each party may terminate this Agreement upon written notice to the other party. In the event the Client terminates this Agreement prior to the completion of the Services, Client shall pay for work performed through the effective date of termination.
H. Governing Law, Choice of Law, Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of laws principles. The Parties irrevocably submit to the exclusive jurisdiction of the courts located in Travis County, Austin, Texas, in any legal action or proceeding arising out of or relating to this Agreement. Each party waives any objection to the jurisdiction and venue of such courts.
I. Headings. The headings herein are inserted for convenience only and in no way define, limit or enlarge the scope or meaning of this Agreement, or any of its provisions, terms or conditions.
J. Notices. All notices given or provided under this Agreement or relating thereto shall be in writing, recited in English, and sent by express delivery service to the address of the respective party provided hereinabove, except as expressly excluded herein, and such delivery shall require signature by the recipient.
J. Gender Neutrality. All references to “s/he” in this Agreement are solely for the convenience and efficiency of drafting.
K. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed an original, and such counterparts collectively shall constitute one and the same Agreement.
THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS AND CONDITIONS AND AGREE TO THEM AS EVIDENCED BY THEIR SIGNATURES BELOW. CLIENT SHALL RECEIVE A FULLY EXECUTED DUPLICATE OF THIS AGREEMENT.