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TERMS AND CONDITIONS

PURCHASING ARTWORK FROM US ONLINE OR BY DISTANCE

 

THESE TERMS

 1.1         These are the terms and conditions on which we supply the Artwork to you online and by distance.

1.2         Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide the Artwork to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think  that there is a mistake in these terms, please contact us to discuss.

 2. INTERPRETATIONS

 2.1   The definitions and rules of interpretation in this clause apply in this Agreement.

Artwork: any works of art (including but not limited to Bespoke Artwork,  Digital  Artwork  and/or Physical Artwork) supplied to you by DHArts (or its Partners) as set out in the written invoice issued by DHArts pursuant to clause 4.2.

Bespoke Artwork: physical or digital artwork commissioned in accordance with your instructions and specifications pursuant to clause 4.4.

Delivery: the artwork is delivered to you when:

  1. in relation to Physical Artwork, you or  someone appointed  on your  behalf  signs a proof of delivery notice (or such other delivery notice as deemed sufficient in DHArts’s sole discretion); and
  2. in relation to Digital Artwork, you or someone appointed on your behalf is sent an email link to your Email Address containing the instruction to download the Digital Artwork.

Digital Artwork: the Artwork selected by you and sent to the Email Address in a digital form.

Email Address: the email address you have provided to DHArts either via DHArts’s Website, by email, telephone or to the staff at DHArts.

Partners: those entities which have entered into joint venture agreements or such other joint venture relationship(s) with DHArts from time to time.

Nominated Location: a delivery location agreed between you and DHArts in writing following the issue of an Invoice (as defined in clause 4.2 below) to you.

Physical Artwork:  the Artwork selected by you and delivered  to the Nominated  Location in  a physical form.

Website Artwork: the digital and physical Artwork as shown on our Website from time to time.

Website: https://dharts.co.uk

2.2           Unless the context otherwise requires, a reference to one gender  shall include  a reference to the other genders.

2.3         When we use singular words, this includes plural words and when we use plural words this includes singular words.

2.4         “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

 

3.  INFORMATION ABOUT US AND HOW TO CONTACT US

 3.1  We are DHArts Limited (“DHArts”) a company registered in England and Wales. Our company registration number is 09604183 and our registered office is at Elsley Court, 20-22 Great Titchfield Street, London, United Kingdom,  W1W 8BE.  Our registered VAT number is GB229470790.

3.2         You can contact us by completing the ‘Contact’ form on our Website or by writing to us at [email protected]

3.3         If we have to contact you we will do so by telephone or by writing to you at the Email Address or postal address you provided to us in your order for Artwork.

 

4. ORDER

4.1         Any offer or acceptance of a quotation made by you will be deemed an offer to purchase the Artwork.

4.2         An offer or acceptance of a quotation will be deemed a binding agreement of sale in accordance with these terms only once DHArts sends a written invoice (“Invoice”)  to your Email Address.

4.3         Any Artwork that has not been confirmed by an Invoice must be agreed in writing and signed by both parties. These terms are applicable to any additional sales made to you by DHArts or its Partners.

4.4         If you wish to commission an order for Bespoke Artwork, please complete the Bespoke Artwork form at Schedule 1 (“Form”) and send it to us by email to [email protected]. Once we have received your Form we will contact you to discuss your instructions and specifications. Subsequently,  DHArts will contact you to

confirm whether it can commission the Bespoke Artwork. If DHArts are able to commission the Artwork in accordance with your instructions and specifications, DHArts will send you a written Invoice (it is at this point that you will enter into a binding agreement of sale for the Bespoke Artwork). Please note that in respect of Bespoke Artwork, as it is entirely commissioned to your personal specification, your rights in relation to cancellation once DHArts has accepted your order is limited. You should ensure you are completely satisfied with your instructions and specifications set out on the Form before submitting it to us.

4.5    If we are unable to accept your order, we will inform you of this in writing and will not charge you for the Artwork. The reason for not accepting your order could be one or more or the following:

4.4.1  the Artwork is unavailable;

4.4.2  we are unable to commission the Bespoke Artwork for any reason;

4.4.3  there are unexpected limits on our resources which we could not reasonably plan for;

4.4.4  a credit reference we have obtained for you does not  meet our minimum requirements;

4.4.5  we have identified an error in the price or description of the Artwork; or

4.4.6  we are unable to meet a delivery deadline you have specified.

4.6         We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

4.7         These terms and conditions apply solely for the promotion of Artwork in the UK.

 

5.  ARTWORK

5.1         The images of any Website Artwork are for illustrative purposes only. Although  we have  made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the Website Artwork on your device.

5.2         The packaging of the Physical Artwork may vary from that shown in images on our Website.

5.3         You agree and acknowledge that all specifications and advertising issued by DHArts and Partners and any descriptions or illustrations contained in DHArts marketing materials are provided for the sole purpose of giving an approximate idea of any  Artwork. Such descriptions which do not form a part of these terms and conditions, nor are they a part of these terms and this is not a sale by sample.

5.4         The Artwork purchased by you shall be specifically described in the Invoice provided by DHArts.

5.5         If the specific Artwork (except for Bespoke Artwork) is not available on the date of the Invoice, DHArts will notify you in writing immediately. If agreed between you and DHArts in writing, DHArts will have 30 days from the date of the order to source alternative Artwork (except for Bespoke Artwork)  of similar or greater  quality (‘Similar Artwork’). DHArts shall then have 30 days from the date on which it sources a Similar Artwork to deliver or make available it to you (‘Source Date’).

5.6         In the event that DHArts cannot source Artwork (except for Bespoke Artwork) acceptable to you within the timeframe specified at clause 5.5, you may contact us  to end the contract and receive a refund for any Artwork (except for  Bespoke Artwork)  you  have paid for but not received.

 

6. DELIVERY

6.1         Unless otherwise agreed by the parties in writing, delivery of the Physical Artwork or physical Bespoke Artwork shall be to your Nominated Location.

6.2         The Physical Artwork or physical Bespoke Artwork may be delivered framed or unframed.  The frame will encase the product and is separate from the actual delivery packaging. You acknowledge that the Physical Artwork or physical Bespoke Artwork is unique, rare and of high value and their value can be reduced by mere handling.

 

6.3         DHArts will use its reasonable endeavours to deliver the Physical Artwork or physical Bespoke Artwork by the agreed date.

6.4         DHArts will use reasonable efforts to make the Digital Artwork or digital Bespoke Artwork available via an online gallery where it is available for  download  for  a period  of 7 days by the agreed date or within a reasonable time and in any event within 30 days of payment of the Invoice or Source Date (whichever is relevant).

6.5         If no one is available at the Nominated Location to take delivery of the Physical Artwork or physical Bespoke Artwork and it cannot be couriered or delivered by DHArts delivery service to you, we will leave you a note informing you of how to rearrange delivery.

6.6         If after a failed delivery of the Physical Artwork or physical Bespoke Artwork to you,  you do  not re-arrange delivery we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery we may end the contract and clause 9.2 will apply.

6.7         If the delivery of the Artwork is delayed by an event outside our control, such as a Force Majeure event (see clause 19.6), we will contact you as soon as reasonably practicable to inform you and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable  for  delays  caused by the event.  Other than in relation to Bespoke Artwork,  if there is a risk of a delay beyond 60 days from the date of payment of the Invoice or Source Date (whichever is relevant) you may contact us to end the contract and receive a refund for any Artwork You have paid for but not received.

6.8         You must inspect the Artwork upon receipt and advise DHArts  of any defects immediately. DHArts shall respond to you as soon as reasonably  practicable and may propose price reduction or replacement which must be agreed in writing by both parties.

6.9         The risk of loss or damage to the Artwork passes to you upon Delivery.

6.10      You acknowledge and agree that the obligation to insure the Artwork passes to you upon Delivery of the Artwork.

6.11      Where you request in writing that the Artwork be placed directly in the safe custody of another party on your behalf, Delivery shall be deemed to take place on the date the Artwork is transferred into safe custody of the other party.

6.12      Where you request at the time of purchase, that the Physical Artwork or physical Bespoke Artwork is stored “In Bond” outside of the United Kingdom, you understand that should you wish to import the Physical Artwork or physical Bespoke Artwork into  the European  Union you are fully and solely liable for any import taxes and/or VAT chargeable by any customs authority for its importation into any member country of the European Union.

 

7. YOUR RIGHTS TO END THE CONTRACT

7.1         Other than in relation to Bespoke Artwork (for which, please see clause 7.6 below),  your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:

(a)   If what you have bought is faulty or mis-described you may have  a legal right  to end  the contract (or to get the Artwork replaced or to get some or all of your money back), see clause 10;

 

(b)   If you want to end the contract because of something we have done or have told you  we are going to do, see clause 7.2;

(c)    If you have just changed your mind about the product,  see clause 7.3.  You  may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of the relevant Artwork; or

(d)   In all other cases (if we are not at fault and there is no right to change your mind), see clause 7.5.

7.2         If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any Artwork (except for Bespoke Artwork) which has not been provided and you may also be entitled to compensation. The reasons are:

(a)   we have told you about an upcoming change to the Artwork (except for Bespoke Artwork) or these terms which you do not agree to;

(b)   we have told you about an error in the price or description of the Artwork (except for Bespoke Artwork) you have ordered and you do not wish to proceed;

(c)    there is a risk that delivery of the Artwork (except for Bespoke Artwork) may be significantly delayed because of events outside our control;

(d)   we have suspended supply of the Artwork (except for Bespoke Artwork) for practical reasons, or notify you we are going to suspend for practical reasons, in each case for  a period of more than 30 days; or

(e)   You have a legal right to end the contract because of something we have done wrong.

7.3         Other than in relation to Bespoke Artwork (for which, please see clause 7.6 below) and clause

7.4  below, under the Consumer Contracts Regulations 2013, you have a legal right to change your mind within 14 days of paying for the Artwork. If you contact us within this period we will refund you in full (minus costs of return if applicable). For the avoidance of any doubt, you have no right to cancel an order for Bespoke Artwork or once you have downloaded Digital Artwork.

7.4         You acknowledge that once you download the Digital Artwork, you  will lose your  legal  right  to change your mind within 14 days.

7.5         Other than in relation to Bespoke Artwork (for which, please see clause 7.6 below)  even  if we are not at fault and you do not have a right to change your mind, you can still end the contract for Artwork (except for Bespoke Artwork) before it  is completed, but  you  may have to pay us compensation. A contract for Artwork (except for Bespoke Artwork) is completed when the Artwork is delivered (or downloaded) and paid for. If you want to end a contract before it is completed where we are not at fault, please contact us to let us know. The contract will end immediately and we will refund any sums paid by you for the Artwork (except for Bespoke Artwork) but we may deduct from that refund reasonable compensation for the net costs we will incur as a result of your ending the contract.

7.6         In respect of Bespoke Products, as they are made to your individual requirements, you  will not be able to cancel your order for Bespoke Artwork once made or partly made (but this will not affect your legal rights as a consumer in relation to Bespoke Products that  are faulty or not as described).

 

8. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)

8.1         To end the contract with us, please let us know within 14 days of Delivery of the Artwork (except for Bespoke Artwork) by doing one of the following:

(a)       Email. Email us at [email protected].  Please provide your name, home address, details of the order and, where available, your phone number and email address.

8.2         In relation to Physical Artwork, if you decide to end the contract with us you must courier it back to us within 14 days of notifying us that you wish to end the contract with us.

8.3         If you end the contract for any reason after the link containing the Digital Artwork has been emailed to your Email Address we will deactivate the link as soon as you have informed us that you wish to end the contract, subject always to clause 7.4 above.

8.4       We will pay the costs of return:

(a)   if the Physical Artwork or Bespoke Artwork is faulty or mis-described; or

(b)   if you are ending the contract because we have told you of an upcoming change to these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong,

In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return and any insurance costs.

8.5         If 8.4(a) or 8.4(b) apply, we will refund you the price you paid for the Physical Artwork or Bespoke Artwork including delivery costs, by the method you  used for  payment.  However, we may make deductions from the price, as described below:

(a)   We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Physical Artwork or Bespoke Artwork, if this has been caused by your handling the Physical Artwork or Bespoke Artwork in a  way which would not, in DHArts’s sole opinion, be permitted in an art gallery. If we refund you the price paid before we are able to inspect the Physical Artwork or Bespoke Artwork and later discover you have handled them in an unacceptable way, you must  pay us an appropriate amount.

(b)   The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. If we offer delivery of Physical Artwork or Bespoke Artwork at one cost but you choose to have the Physical Artwork or Bespoke Artwork delivered at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

8.6         Other than in relation to Bespoke Artwork, if you are exercising your right to change  your  mind then:

(a)   In relation to requests to cancel an order for Physical Artwork, your refund will be made within 14 days from the day on which we receive the Physical Artwork back from you.

 

(b)   In relation to requests to cancel an order for Digital Artwork, your refund will be made within 14 days from the day on which we are notified that you wish to cancel the order.

(c)    In all other cases, your refund will be made as soon as possible and, in any case, within 30 days of your telling us You have changed your mind.

For information about how to return Physical Artwork to us, see clause 8.2.

8.7 In the case of Bespoke Artwork, unfortunately, because each Bespoke Artwork is commissioned entirely to your specific requirements, you will  not  be able  to cancel an order once it has been accepted by DHArts.

 

9. OUR RIGHTS TO END THE CONTRACT 

9.1         We may end these terms at any time by writing to you if you:

(a)   breach any obligation under these terms;

(b)   do not make any payment to us when it is due and you still do not make payment within 5 days of us reminding you that payment is due;

(c)    do not provide us with information that is necessary for us to provide the Artwork, for example, your address or email address; or

(d)   do not allow us to deliver the Artwork to you.

9.2         If we end the contract in the situations set out in clause 9.1 we will refund any money you have paid in advance for any Artwork  (except for  Bespoke Artwork)  we have  not provided but we may deduct or charge you reasonable compensation for the net  costs we will  incur as a result of your breaking of the contract.

 

10. IF THERE IS A PROBLEM WITH THE ARTWORK

10.1      If you have any questions or complaints about the Artwork,  please contact us. You  write to  us at [email protected].

10.2      We are under a legal duty to supply Artwork that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the Artwork. Nothing in these terms will affect your legal rights.

 

10.3      If you wish to exercise your legal rights to reject Physical Artwork, we will collect the Physical Artwork or ask you to courier it back to us, whichever is the cheaper option.

10.4      If you wish to exercise your legal rights to reject the Digital  Artwork,  we will deactivate  the link to the Digital Artwork.

 

11.  PRICE AND PAYMENT

11.1      The purchase price shall be the price offered by DHArts and confirmed to you in the Invoice issued by DHArts. However, please see clause 11.8 for what happens if we discover an error in the price of the Artwork you order.

11.2      The purchase price includes the cost of VAT, sale, use, excise or similar duty which may be applied. Any additional costs or fees (for example packaging or delivery fees), duty or taxes applied will be billed to and paid by you as set out on the Invoice issued by DHArts.

11.3      All payment shall be made in British Pounds Sterling (or other such currency as agreed in writing between you and DHArts from time to time) and  the agreed  price is  due in full at the time the offered price is accepted and confirmed by Invoice, unless agreed otherwise in writing.

11.4      You will have 10 days from the date of the Invoice to make payment in full, unless agreed otherwise. We accept payment with all major credit cards or via electronic bank transfer (using such details as nominated by us from time to time or as set out on our Invoice).

11.5      Legal title of the Artwork will not pass to you until  the accepted and confirmed price is  paid  in full by you and received by DHArts in cleared funds.

11.6      Any payment not paid in full in accordance with these terms will be subject to interest assessed on funds due at 4 percent per annum over The Bank of England’s base rate from time to time.

 

11.7      If the rate of VAT changes between your order date and the date we supply the Artwork,  we will adjust the rate of VAT that you pay, unless you have already paid for the Artwork in full before the change in the rate of VAT takes effect.

11.8      It is always possible that, despite our best efforts, some of the Artwork we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the Artwork’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Artwork’s correct price at your order date is  higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and  process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any Artwork provided to you.

11.9      If you think an Invoice is wrong please contact us promptly to let us know. You will not  have  to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

 

12. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

 12.1      If we fail to comply with these terms, we are responsible for loss or damage  you  suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract  was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

12.2      We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence  or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Artwork including the right to receive  Artwork which is: as described and match information we provided to you; of satisfactory quality;  fit for any particular purpose made known to us; supplied with reasonable skill and care and for defective products under the Consumer Protection Act 1987.

12.3      If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free  of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

12.4      We only supply the Artwork for domestic and private use. If you use the Artwork for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

 

13. COMMUNICATION

 13.1      All notices shall be in writing and sent by registered post or email to the address of the recipient stated in any quotation, order or acknowledgement of order.

13.2      Notices shall be deemed to be received if sent by registered post, on the second day following the day of posting and, if sent by email or facsimile, on day of transmission (if sent before 4:00pm).

 

14. HOW WE MAY USE YOUR PERSONAL INFORMATION

 We will only use your personal information as set out in our Privacy Policy found here: https://dharts.co.uk/privacy-policy/.

 

15. DISCLAIMER

15.1      DHArts is not authorised or regulated by the FCA  (Financial  Conduct  Authority). Works of art are not investments of a specified kind within the scope of the Financial Services and Markets Act 2000 nor are they controlled investments subject to Section 21 of the Financial Services and Market Act 2000 and the Financial Promotion Order. Any and all information provided by DHArts relates to the sale of works of art and their value. DHArts does not deal with “options”, futures or any regulated investments of a specified kind under the Financial Services and Markets Act 2000. No information provided should be deemed to constitute the provision of financial investment or other professional advice subject to regulation under the Financial Services and Market 2000.

15.2      The information and services described in any marketing materials or the Website are not intended to be used by or to be available to persons from outside the United Kingdom.

15.3      The value of the Artwork and the income derived from it may go down as well as up and you may not receive back all the money which you invest.

15.4      The services described or recommended in our marketing materials or on the website may not be suitable for all people. You should seek your own professional advice as to the suitability of any such investment or service before you enter into any transaction.

15.5      Any information relating to past valuation of the Artwork is not necessarily a guide to future performance.

15.6      Fluctuations in the rate of exchange may have an adverse effect on the value, price or income of non-sterling denominated Artwork.

15.7      The information contained in our marketing materials or the Website is not intended to be an offer to buy or sell securities, and our Website should not be regarded as an offer of solicitation to conduct investment business of any investment or activity regulated by the  FCA.

 

 16. COPYRIGHT AND CONFIDENTIALITY

 Copyright, trademarks, database rights and all similar rights in this website and marketing materials are owned by DHArts, its licensors or relevant third  party  content providers. You may use the information on our Website and reproduce it in  hard  copy for your personal reference only. Such information may not  otherwise be reproduced, distributed, stored in a data retrieval system or transmitted in any form or by any means without the prior written permission of DHArts. Nothing in our marketing materials or on our Website should be considered granting any licence or right under any trademark of DHArts or any third party.

 

17. WARRANTIES

DHArts makes no warranties, expressed or implied, except as specifically stated herein. Such warranties are in lieu of all other warranties, written or oral, statutory, express or implied, including without limitation, any  warranty of merchantability or fitness for a particular purpose.

 

18. RIGHT OF FIRST REFUSAL & OVERAGE

 18.1      In the event that you desire to sell the Artwork, previously acquired from DHArts  (or its Partners) and you have received a legitimate offer in writing from an unaffiliated third party to buy Artwork previously acquired from DHArts (or its Partners), you shall first notify DHArts in writing of the proposed sale (“Sale Notice”). Each Sale Notice shall contain all material terms of the proposed sale, including, without limitation, a copy of the written offer received, the name and address of the prospective purchaser, the  purchase price and terms of payment, and the date and place of the proposed sale (“Right of First Refusal”).

18.2      DHArts shall have an option for a period of 10 days from the date the Sale Notice is given to elect to purchase the Artwork at the same price and subject to the same material terms and conditions as described in the Sale Notice (or terms and conditions as similar as reasonably possible). DHArts may exercise such purchase option and, thereby, purchase all (or any portion of) the Artwork by notifying you in writing before  expiration  of such 10 day period as to the Artwork that it wishes to purchase from you.

18.3      If DHArts gives you a notice that it desires to purchase the Artwork, payment for the Artwork shall be by cheque or electronic bank transfer. The delivery of the Artwork to be purchased shall be at a place agreed upon between the parties and on a date no later than 30 days after the date the Sale Notice is given. If DHArts fails to purchase all of the Artwork by exercising the option granted in clause 18.2 within the period provided, DHArts shall forfeit its Right of First Refusal as outlined in clauses 18.2 and 18.3.

18.4      If, after your purchase of the Artwork, you elect to sell such Artwork using DHArts or its Partners, you agree to pay DHArts 20% (the “Overage“) of any gross profit achieved from the resale of the Artwork. The Overage shall be paid subject to the terms and conditions of either a separate sale agreement or such other terms and conditions (as notified in writing by DHArts to you) at the time of the resale.

 

19. OTHER IMPORTANT TERMS

 19.1      DHArts may transfer its rights  and obligations under these terms to another organisation.

19.2      You may only transfer your rights or your obligations under these terms to another person if DHArts agrees to this in writing.

19.3      These terms are between you and DHArts. No other person shall have any rights to enforce any of its terms. Neither you nor DHArts will need to get  the agreement  of any other person in order to end the contract or make any changes to these terms.

19.4      Each right or remedy of DHArts under the Contract is without prejudice to any other right or remedy of DHArts whether under the contract or not.

19.5      DHArts shall comply with all applicable laws, statutes, regulations and codes applicable and in force at the date of this Agreement.

19.6      Provision of Artwork supplied to you covered by these terms and conditions is contingent  upon the non-occurrence of strikes, accidents, delays of carriers, delays of delivery, delay of personnel or other causes unavoidable or beyond the control of DHArts. If performance of this agreement or any obligation under it is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion,  vandalism, storm or other similar occurrence, orders or acts of military  or civil authority (including without limitation any regulations or restrictions imposed  as  a result of any epidemic or pandemic), or by national emergencies, insurrections, riots, wars, supplier failures, shortages, breach, or delays. The excused party shall use  reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

 

19.7      You hereby agree to indemnify DHArts and undertake to keep DHArts indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by DHArts to a third party in settlement of a claim or dispute on the advice of its legal advisers) incurred or suffered arising out of any breach by you of any provision of these terms and conditions.

19.8      Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

19.9      No failure or delay by DHArts to exercise any right,  power or remedy will operate as  a waiver of it, nor will any partial exercise preclude any further exercise of the same, or  of any other right, power or remedy.

19.10    The parties do not intend that any term of these Terms shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party of it.

19.11    These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern  Irish or the English courts.