The following Terms and Conditions are to be read before proceeding with any transactional agreement or contract for work with Factum Fundación para la Tecnología Digital en la Conservación / Factum Foundation for Digital Technology in Conservation (¨FF¨). By proceeding with any Work Description or Proposal provided by FF, 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 These Terms and Conditions may be superseded in part or in whole by a contractual or transactional agreement between the Client and FF where such terms or conditions are specifically replaced.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 Work or any Work or project description, issued by FF, 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 FF.
1.3. Sign off is established by the completion of all parts to the Works described in the Work Information as agreed with the Client.
2. STATEMENTS ABOUT THE WORK
2.1. Potential risks that the execution of the Work might occasion due to the original artwork’s condition, recording process, or any other considerations shall be disclosed.
2.2. The Client shall keep harmless FF from any liability or damage resulting from any such disclosed risk.
3.1. The delivery of the processed data files to the Client shall be sent via email or as agreed with the Client prior to commencing the Work.
3.2. The delivery date refers to the date of transfer of the processed data files to the Client. FF will endeavour to meet agreed delivery dates, but will not be held liable for late delivery.
3.3. Where FF agrees to the delivery of raw data it shall be delivered by hard drive and unless otherwise expressly stated in writing by FF, prices estimated or quoted will not include the cost of delivery of raw data or processed files by hard drive.
4.1. Unless previously withdrawn, a quotation is valid for 30 days or such other period as stated.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 FF.
4.2. FF shall be entitled to vary the quoted price for the Work at any time prior to delivery if the cost to FF of performing the contract is increased and FF reserves the right to apply prices ruling at the time of providing the Work in agreement with the client.
5.1. 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 related costs and all other amounts agreed with the Client and due to FF is to be paid upon completion of the Work.
5.2. Failure to make full payment on the date agreed between the parties will result in FF 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. BREACH BY THE CLIENT
6.1. Upon failure by the Client to pay the price in full or on any agreed instalments by the agreed due date(s), FF 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 FF may have incurred.
7. LIMITATION OF LIABILITY
7.1. FF’s total liability shall be limited by a warranty period of six months (or as agreed between the Parties) from delivery where the Client will provide a written confirmation upon receipt. Total liability shall not exceed the total project price.
8. INTELLECTUAL PROPERTY
8.1. The Client declares and guarantees that they hold 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 and to adhere to the present Terms and Conditions.
8.2. All copyright for data recorded and processed by FF in the execution of the Services, relating to any artwork or object of interest in the custody/ownership of the Client shall vest in the Client.
8.3. The Client shall hold FF harmless and shall be liable without limitation for any claims, whether in or out of court, which may be brought against FF for infringement of intellectual and/or industrial property rights arising from the relationship between FF and the Client.
8.4. Copyright for images provided to FF and related to the Services shall reside with the Client.
8.5. In accordance with the standards set forth, the Client authorizes FF to document the process of creating the Work for storage in its own archive. The documentary data will be property of the Client unless specifically otherwise agreed.
8.5.1. at the written direction of the Client, FF agrees to delete or return the data processed (and any copies of it) to the Client unless FF is required by Law to retain data.
8.6. Data recorded in the execution of the Services may be posted on FF’s website for research and informational purposes unless otherwise agreed with the Client.
9. CONFIDENTIALITY AND DATA PROTECTION
9.1. FF 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, FF 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. FF will stop processing the data, except for compelling legitimate reasons, or the exercise or defence of possible claims.
9.4.4. 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 email@example.com
9.4.5. If applicable, you may request the portability of your data. 9.5. 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. The Client may contact FF by email to the project manager of the Work at Calle Albarracín 28, 28037 Madrid within a period of one month from the time they become aware of the event giving rise to the claim.
10.2. 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 Consumers Office.
11.1. The Parties agree that in material provided to or intended for dissemination by the press and media that the descriptor Factum Foundation shall be used where the executor or fabricator of the Work. Such mention shall be agreed with FF prior to dissemination.
11.2. The parties agree that FF shall be stated as executor of the Work in material provided to or intended for dissemination by the press and media. Such mention shall be agreed with FF 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 mod ified 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 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.