Terms & Conditions

MEMBERSHIP TERMS AND CONDITIONS

Please read this Agreement and our Privacy Policy carefully and only register as a MEMBER with Messums Listings if you are willing to accept all the terms of this Agreement


Introduction

This Agreement is between MESSUM LISTINGS ("we", "us" or "ML") and you and it governs the relationship between us and you in connection with the services we provide. Please read this Agreement carefully before you decide to register with us. If you register with us you will be a "MEMBER" and by registering you agree to accept and be bound by the terms of this Agreement and by our Privacy Policy (which can be found on our website). Please note that this Agreement may change from time to time in accordance with clause 14 below.Nothing in this Agreement shall be deemed to constitute an agency relationship.

By accepting the terms of this Agreement, you acknowledge that this Agreement relates to the provision of the Services (as defined below) by us to you, as a MEMBER.The sale and purchase of any Work (as defined below) resulting from your use of the Service constitutes a separate private sale contract between you and the Buyer (as defined below).


Our Service and how it works

  1. The service we provide (the "Service") allows you, as a MEMBER, to have a work or works of art that you own (each a "Work") featured for sale on the MESSUMS LISTINGS website. Third party buyers (each a "MEMBER") who have registered with Messums Listings are able to make offers (each an "Offer") to purchase Works directly from other Members.
  2. It is free to register as a MEMBER with the recommendation of two existing MEMBERS of Messums Listings. 
  3. Membership is not a right and may be refused or terminated without recourse or explanation.If you want to list a Work for sale on Messums Listings, we will evaluate the Work and judge it of appropriate nature for Messums Listings. We will charge you a listing fee, aService,and the work will be listed on Messums Listings.
  4. Separate to the listing fee, the buyer or seller may add on optional services to further support them in the process of completing a transaction. These are designed to be supplementary and non essential.
  5. For as long as a Work is available for sale on Messums Listings, the Seller shall keep it at the premises specified by you when you register the Work with Messums Listings. However, you may, upon payment of an additional storage fee, store the Work at Messums Listings storage facility.For the avoidance of doubt, the Work will be at your risk until the sale of that Work is completed in accordance with the process set out in this Agreement.


The Buyer:

  1. The Buyer is entitled to message and to make an Offer on any work of art to the Seller. If the seller does accept an Offer the Buyer will receive an acceptance notification and the following process shall apply:
  2. The Buyer commits to pay directly to the Seller the agreed sale price (the “Sale Price”) within 7 days.The Buyer may at their own discretion select the services of Messums Listings for a fixed fee to act as Escrow, in which case they will pay into Messums Listings the “Sale Price” in full and Messums Listings will confirm receipt of funds to both buyer and seller. Once “the Work” has been received by the Buyer and confirmation has been received from both parties that they are individually satisfied, Messums Listings will release the “Sale Price” in full to the “Seller”.
  3. The buyer commits to cover the cost of collection of delivery unless otherwise agreed.
  4. Separate and additional services may be sought from Messums Listings including, storage, installation and delivery. None of these services including acting as Escrowconstitute Messums Listings to be acting as an Agent either for or on behalf of the Buyer or Seller.


The Seller

  1. The Selleris not obliged to accept any Offer other than the listed price but if the Seller does accept an Offer the following process shall apply:
  2. The Seller may not accept an Offer if the Seller has already accepted an Offer for the same Work ("First Accepted Offer") and the First Accepted Offer is awaiting completion.
  3. Once the Seller has notified via Messums Listings that it accepts an Offer, Messums Listings will notify the Buyer that the Offer has been accepted ("Acceptance Notification").
  4. Once the Seller has received payment (the "Sale Price") directly from the buyer, or a notification from Messums Listings that it holds payment from the Buyer. Then the Seller shall arrange delivery directly to the Buyer within 7 days.
  5. If the Buyer fails to make the Acceptance Payment in full within 7 days of the Acceptance Notification, the Acceptance Notification shall lapse and the Offer shall lapse (unless Messums Listings and the Seller otherwise agree).


Delivery

  1. Upon receipt of the Acceptance Payment or notification from Messums Listings that is holding Payment, the Seller will arrange for the Work to be packed and transported to the specified collection address ("Collection Address") or to the Buyer's specified delivery address ("Delivery Address"). The cost of collection and delivery will be met by the Buyer.
  2. When the Work is delivered to a Delivery Address in the United Kingdom, the Buyer (or the Buyer's deemed agent for receipt) will be required to confirm delivery ("Delivery") by signing the delivery confirmation (which may be written or electronic). A Buyer's confirmation of Delivery will constitute acceptance of the Work by the Buyer and completion of the sale of the Work by the Seller to the Buyer.


Upon completion (or deemed completion) of the Sale:

  1. Messums Listings is authorised to transfer the Sale Price to the Seller within 28 hours.
  2. Messums Listings will transfer such funds to the Seller's UK bank account which it has nominated. 
  3. Title to and risk in the Work shall pass from the Seller to the Buyer on completion of the Sale.
  4. In the event that the Seller agrees to take back a Work which has been the subject of a Sale, neither the appraisal fee, security fee or the Service charge is refundable.


Additional Costs

  1. Unless otherwise agreed in writing, any additional costs incurred by us in connection with the sale of your Work on Messums Listings shall be charged to you at the point at which they are incurred and shall include but not be limited to delivery of a Work to our storage facility if you require use of our storage facility and storage costs at our storage facility (and any VAT thereon) ("Additional Costs").
  2. Any Additional Costs shall be agreed with you before they are incurred.


Registering as a Seller

  1. You must be at least 18 years old to register with Messums Listings as a Seller.
  2. When you register as a Seller you will be asked to provide us with accurate and up-to-date information about yourself. This information will be kept by ML subject to the terms of our Privacy Policy. It is your responsibility to keep this information up to date (in particular, your email address).
  3. You warrant to us that the information you provide when you register with us and which you subsequently provide to us is true, accurate and not misleading.


Default by a Buyer

  1. We shall not be responsible or liable for any default by any Buyer in respect of the purchase arrangements or otherwise.


Delivery and Storage 

  1. Unless otherwise agreed in writing you shall be responsible for all costs of any delivery of the Work to our storage premises (if so utilised), and if the Work is not sold (and you have not retained it), the delivery back to your premises.


Undertakingsby the Seller  

  1. As Seller, you undertake and warrant to Messums Listings that:
  2. Any moneys used to pay our Listing Fee and any other fees chargeable by Messums Listings to you are not, and are not connected with, the proceeds of criminal activity;
  3. You have not at any time engaged in any activity, practice or conduct in relation to a Work which would constitute an offence under the Bribery Act 2010;
  4. You are the sole legal and beneficial owner of the Work, which you hold free of any encumbrances (whether known or unknown); 
  5. That you are entitled without the consent of any third party to transfer the full beneficial and legal title in, and the right to the possession of, the Work to the Buyer with full title guarantee;
  6. You are authorised to transfer title of the Work to the Buyer free from all third party rights or claims (including copyright claims) and to complete the transactions contemplated in this Agreement including, but without limitation, the transfer of title to, and possession in the Work in accordance with the provisions of this Agreement;
  7. That all applicable laws, regulations and requirements relating to the Work's exportation from its country of origin and importation into the United Kingdom have been complied with, including the applicable VAT regulations. In the event that it subsequently emerges that any such laws and regulations have not been complied with in any respect, you will be responsible for any financial loss as a result including in relation to any failure by third parties to comply with such requirements in the past; 
  8. That you have notified on your Listing in writing about any material alterations, repairs or restorations to the Work of which you are aware and of any concerns expressed by third parties of which you are aware in relation to the ownership, condition or attribution of the Work;
  9. That you have stated on your Listing in writing all the information concerning the provenance of the Work and have notified us in writing of any concerns expressed by third parties in relation to the ownership, condition, export or import of the Work;
  10. That to the best of your knowledge the Work is not, or is not connected with, the proceeds of criminal activity and having made all reasonable investigations, the Work is an authentic and original work and not a replica, reproduction or forgery thereof, and you are not aware of any claim by any person to such an effect;
  11. That all tax imposed by any local, state, federal, governmental or fiscal body in any part of the world in each case which is liable in respect of the Work has been fully paid or discharged.
  12. You will indemnify us, our employees and agents and the Buyer against all claims made or proceedings brought by persons arising out of any of your undertakings and warranties being incorrect.


Our Responsibilities and Limitation of Liability

  1. We warrant that the Service will be provided with reasonable care and skill and with the intention of meeting our specifications for the Service, but we cannot and do not guarantee that the Service will meet your requirements or that the Service shall be uninterrupted or error free.
  2. We shall be liable as expressly provided in this Agreement, but shall have no other obligation, duty or liability whatsoever in contract, tort (including negligence, breach of statutory duty and any other tort) or otherwise (save as we are required to have in law).
  3. Nothing in this Agreement excludes or restricts our liability for death or personal injury resulting from our negligence.
  4. Suject always to clause 11.6 below, we shall be liable only for direct loss or damage only, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise to the extent only that it is cause by our act or omission or that of our employees, agents or subcontractors. Our aggregate liability in relation to your use of the Service is limited to the aggregate Fee and Seller Commissions paid by you to us in the twelve month period preceding the date upon which you bring a claim against Messums Listings
  5. We will not be liable to you or anyone else, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise:for any loss of revenue, business, anticipated savings or profits, orfor any indirect, special or consequential loss, economic loss, damage, costs or other claims, howsoever caused or arising, whether through non-supply, interruption or suspension of supply, or late supply of the Service or other non-performance of this Agreement or otherwise.
  6. Except as expressly stated elsewhere in this Agreement, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law.
  7. You alone will be responsible for the decision as to whether to accept an Offer on and sell a Work on the basis of your own assessment of all the factors in relation to a Work.
  8. All statements by us as to the authenticity, attribution, description, date, age, provenance, title or condition of the Work constitute our judgment and opinion only, provided on a reasonable basis and in good faith (save that this shall not operate so as to exclude any liability (if relevant) on our part for misrepresentation) and are not warranted by us. We do not accept any liability as a result of any changes in expert opinion which may take place subsequent to a sale.
  9. Any oral or written estimate of value given by us before a sale (including but not limited to the Guide Price) is a statement of opinion genuinely held by us and not a statement of fact. You may not rely upon such estimate as a prediction of the Sale Price or a valuation of the Work, and we may revise it at any time in our sole discretion.
  10. The provisions of this clause 11 shall survive the termination of this Agreement.


Privacy Policy

  1. Our Privacy Policy contains important information about what we do with the personal information you provide when you register as a Seller and thereafter. Our Privacy Policy forms part of this Agreement. By registering as a Seller, you confirm that you have read and agree to our Privacy Policy.
  2. Notwithstanding anything to the contrary in our Privacy Policy, we may publicise outside of Messums Listings the Sale Price agreed for any Work provided that we undertake not to publicly identify either the Buyer or the Seller of such Work.


Copyright

  1. The copyright subsisting in all images and other material produced by Messums Listings for the Sale of any Work is owned by ML and such images and materials may only be used with ML's permission.We will have the right to use such images and materials in our own discretion after the sale of the Work.
  2. During the period in which the Work is protected by copyright, the copyright remains with its creator (or any person to whom that right has been assigned or transferred).


Assignment

  1. We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement. You may not without the written consent of Messums Listings assign or otherwise transfer the benefit of this Agreement, nor subcontract any of your rights and obligations under it.


Entire Agreement

  1. This Agreement and our Privacy Policy constitute the entire agreement between you and us relating to the Service


Changes to this Agreement

  1. We reserve the right to amend this Agreement from time to time. When we do so, we will post the new version of the Agreement on Messums Listings and you will be asked to accept or reject the amendments.
  2. If you reject amendments to this Agreement then this Agreement shall immediately terminate and the Service will be withdrawn save for the completion of any ongoing sales in relation to which you have already accepted an Offer, in respect of which the terms of the unmodified Agreement will apply.


Term and Termination

  1. This Agreement becomes effective when you register as a Seller and shall remain in effect until it is terminated.
  2. You may terminate the Agreement with immediate effect at any time by following the instructions on Messums Listings. If you do so you will no longer be able or entitled to access our Service. Notwithstanding the termination of this Agreement by you, this Agreement will continue to apply to any Offer you have accepted prior to such termination.
  3. We may terminate this Agreement with immediate effect at any time.


Notices

  1. As far as possible communications between the Exchange and the Seller should be made by email to the relevant recipient's email address (in the case of Messums Listings [contact@messums.org] and in the case of the Buyer to the latest email address notified to the Exchange).
  2. Any legal process or notices to be issued by or on behalf of any party to this Agreement must be made by post or by hand to the registered address of the Messums Listings (for communications to Messums Listings) or to the last known Delivery Address (for communications to the Buyer).


General

  1. In the event that any term of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable.
  2. You and Messums Listings are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.


Governing law

  1. This Agreement, and our relationship with you, and any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) is governed by the laws of England and Wales.
  2. You and we each irrevocably agree to submit to the exclusive jurisdiction of the English courts to settle any disputes or claims arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).