General Terms & Conditions

These General Terms and Conditions (also “Terms”), together with any particular conditions that may be established, constitute a legally binding agreement that regulates the relations arising between you (also the ” User ”) and “PICTOCLUB SL” (hereinafter “PICTOCLUB”) in regards to your use of the Internet website www.pictoclub.com (hereinafter the” Website”), any related PICTOCLUB application as well as any the services in them provided (altogether “The Services”).

By accessing and using the Services, you expressly accept to have read and understood these General Terms and Conditions and submit to them when using the Services, including the simple navigation through the website property of PICTOCLUB. If you agree to these Terms on behalf of a company, you expressly recognise and accept to have the authority to bind that company to these Terms.

PICTOCLUB SL reserves, the right to unilaterally change without notice the presentation and configuration of Website. PICTOCLUB may at any time and without notice, amend these Terms by posting such amendments on the Website in order to make them known to Users before they make use of the Services offered by PICTOCLUB.

The Services provided are intended solely for use by individuals who are 18 or older. If you are under 18 the use of these Services is expressly prohibited to you. By accessing and using the Services you warrant that you comply with this essential legal requirement and are 18 or older.

PICTOCLUB is an online platform that facilitates de sale and acquisition of works between collectors and artists from around the world. By doing so, collectors and artists (“Users”) authorize and appoint PICTOCLUB as commercial agent to directly negotiate and conclude the purchase-sale of works between them through the Services of PICTOCLUB.

The products and works offered for sale through PICTOCLUB are not owned or in possession of PICTOCLUB at any time, unless expressly agreed between the parties or if the Seller has offered them to PICTOCLUB as sample.

1. USER REGISTRATION

In order to sell or purchase products through the Services, you must first enrol as a Registered User (also “Member”) in the Website. Once the registration form is filled in with your personal data, you will be given full access the Website by use of a username and password, which will automatically retrieve your personal, billing and shipping details. To register as a Member you will be requested to fill in an electronic registration form in the Website following the instructions in it contained. As part of the process you will be given or you will choose a “Password” to be used during the login process. Passwords are personal and not transferable. PICTOCLUB may, with proper notice, apply changes in the system used to generate usernames and / or passwords.

It is your obligation to provide true, accurate and complete information when registering and using the Services. It is also your responsibility to keep that information update. PICTOCLUB reserves the right to cancel membership if the requirement to provide updated, true, accurate and complete information is not respected.

2. USER OBLIGATIONS

As User of the Services you agree to comply with these General Terms and Conditions, as well as to meet the special warnings or instructions contained therein or on the Website and to always act according to law, good morality and the requirements of good faith, using the diligence appropriate to the nature of service enjoyed by refraining from using the Website in any way that may impede, damage or impair the normal functioning, property or rights of PICTOCLUB, its suppliers, other users or in general any third party.

Specifically, and without implying any restriction to the obligation assumed by the user in general accordance with the previous paragraph, you agree to: A. to not enter, store or distribute in or from the Website any information or material that is defamatory, libellous, obscene, threatening, racist, incites violence or discrimination based on race, sex, ideology, religion or in any form threatens the way, public order, fundamental rights, public freedoms, honour, privacy or the image of others and general regulations. B. To not enter, store or disseminate through the Website any computer program, data, virus, code, hardware or telecommunications equipment or any other instrument or electronic or physical device that is capable of causing damage to the Website, any Services or in any of the equipment, systems or networks of PICTOCLUB, any User of the Website, PICTOCLUB providers or in general any third party, or otherwise be able to cause any disruption or impede the normal functioning of the same. C.To properly safeguard the username and password, as identifiers and keys for access to the purchase of products, agreeing not to transfer their use or to allow access to them by third parties, assuming responsibility for damages could result from improper use of them. D. To immediately inform PICTOCLUB about the loss or theft of the password as well as about any risk of access to the username and / or password by a third party. E. To not make advertising, promotional or commercial exploitation activities through the Website, not using the contents and in particular the information obtained through the Website to send advertising messages for direct marketing purposes or any other commercial purpose or to collect or store personal data of third parties. F. To not use false identities or impersonate others in the use of the Website or in the use or purchase of any Products, including the use of passwords or access codes of third parties or otherwise. G. To not destroy, alter, disable or damage data, information, programs or electronic documents PICTOCLUB, its suppliers or third parties. H. To not enter, store or transmit through the Website any content that infringes intellectual property rights, industrial or business secrets of third parties, or in general any content that does not hold, in accordance with the law, the right to make it available to third.

3. PURCHASES – User’s rights and obligations when purchasing on PICTOCLUB

PICTOCLUB will display in the website, details on the specific works such as author, title, reference, size, format, price, availability and delivery, among others.

Any User of the Services may purchase any of the works listed by one of the following means: A. online by filling in the form established for this purpose in the Website; B. By phone: by calling Customer Service +34 679433870 on regular business hours, Monday to Friday from 9.00am to 06.00pm (CET); C. By email: by sending an email to the address [email protected].

At the time of the purchase, a price will be displayed by product, including VAT, together with information on shipping costs, when applicable. Purchases made by natural persons resident in any member country of the European Union are subject to the payment of Value Added Tax (VAT). Purchases made by VAT registered companies from a member country of the EU are VAT exempted. Purchases made by resident individuals or legal persons from countries outside the European Union countries are exempt from VAT.

PICTOCLUB can sometimes offer special promotions or discounts on some or all of the products. Unless expressly stated otherwise, the use of a promotional offer or discount cannot be combined with other promotions, offers or discounts.

PICTOCLUB sells in all countries of the European Union and some countries outside EU as specified on the Website. Depending on the destination, PICTOCLUB collaborates with various transport companies. PICTOCLUB may on occasions offer users the possibility of contracting an express service to reduce delivery times. The cost of an express delivery will be entirely covered by the User.

Import fees outside the European Union

Deliveries to countries outside of the European Union may be subject to import fees such as taxes, customs duties and fees requested by the destination country. For delivery purposes, when import fees are applicable the recipient of a shipment will always be the importer of record in the destination country and is responsible for all Import Fees. Upon request from the buyer, PICTOCLUB may designate a carrier to act as your agent with the relevant customs and tax authorities in the destination country. The agent will help you clear your merchandise, process and remit your actual Import Fees for such item. To obtain details regarding the Actual Import Fees, or to obtain documentation or receipts in connection with customs clearance, you may contact the Designated Carrier specified in your shipment confirmation.

Confirmation / Cancellation of an Order – Upon reception of a purchase order and verification of the corresponding payment, PICTOCLUB will send the User a delivery note via e-mail confirming the purchase.

PICTOCLUB retains the right to cancel any order if PICTOCLUB determines, in its sole discretion, that the item in the order is mispriced, out of stock, discontinued, or otherwise unavailable at the price listed via the website. If and order is cancelled, PICTOCLUB will send the User an email confirmation of such cancellation and the User will not be charged for the order.

Payments – Users can pay for their purchases with: 1. Credit Card (VISA, MasterCard, American Express); 2. Debit card; 3. PayPal; 4. Bank transfer to the account PICTOCLUB has opened in Bankia, Madrid, Spain. OTHER METHODS OF PAYMENT ARE NOT ACCEPTED. The amount of the purchase order plus the shipping costs will be charged at the time the order is placed.

PICTOCLUB will only ship and deliver goods only when full payment of the order has been satisfied. PICTOCLUB reserves the right to charge a 5% weekly storage fee if a client fails to satisfy balance payments whithin a maximum of seven (7) days since the order is finished and ready for shipping.

Order deliveries – Deliveries are made Monday through Friday. PICTOCLUB undertakes to deliver the product purchased by the user at the address the User provided for this purpose on the order form. Delivery time (unless otherwise agreed by the User and PICTOCLUB), shall not exceed a period of thirty (30) days from the day on which the purchase was confirmed to the User by email. Deliveries to PO Boxes are not accepted. PICTOCLUB has delivery agreements with different transport companies. Deliveries are always kerbside. Upon request and for an additional fee PICTOCLUB offers white glove delivery service which includes door to door delivery, installation and removal of packaging wastes. Upon delivery the Buyer is responsible to verify the state of the delivery.

In the case of damages to the packaging, the Buyer may refuse the delivery by: 1. communicating directly to the delivery company driver that the shipment is rejected; 2. accepting it, but indicating the defect in the delivery order and sending PICTOCLUB via email a copy of the delivery order and photo images of the damaged packaging / item.

Right to Return – For all orders the user buyer disposes of a period of 14 calendar days to notify PICTOCLUB of the request for a return. For this purpose, the Buyer must contact PICTOCLUB customer service at [email protected] indicating a return address.

For a return to be accepted the item returned must be in perfect condition and in its original packaging. The carrier may refuse a collection if these requirements are not met. Once the item is received and the well condition of the returned product is verified, PICTOCLUB shall reimburse the User the payment made at the time of the purchase.

The return guarantee is NOT applicable to trade or company orders, to ‘PICTOCLUB Original’ artworks, to prints, photographs, limited editions or to works custom made according to the exact specifications of format, size and frame decided by each buyer. Return of such items is only accepted in the case that the work received does not conform to the order or arrives damaged. On such circumstances PICTOCLUB accepts returns for exchange or merchandise credit. No refunds are done for these products.

For a return for reasons of damages in the artwork(s) received, the Buyer must provide PICTOCLUB with: 1. images of the package as received. 2. images of the artwork prior and after having the packaging materials removed. 3. copy of signed delivery slip where the Buyer MUST have reported damages or defects in the packaging. This information must be sent to [email protected].

In the case of PICTOCLUB Original Products, the User understands that the products purchased through PICTOCLUB are the result of a handmade and non-mechanized work, and that as a result of manual drafting process the final product may contain variations from the image posted on PICTOCLUB’s website. The variations do not alter the main product’s features nor they decrease the value of the product. Such variations may not constitute cause for return or exchange beyond the limits set by the General Law for the Protection of Consumers and Users of 27 March 2014.

The Buyer agrees that the colours of the products presented in the website may vary depending on the screen in which they are seen. Similarly, the User understands that the final product may have slight differences in shades of colours and intensities between what is shown on a digital display and the final product. Such variations may not constitute cause for return or exchange beyond the limits set by the General Law for the Protection of Consumers and Users, to March 27, 2014.

Unless specifically requested by the Client, PICTOCLUB does not provide hanging hardware. Most artworks can be hanged on either portrait or landscape direction and that decision cannot be taken on behalf of the client. Most Clients prefer to choose their own hanging system and not every client likes the frame of the artwork to be damaged with hanging hardware they won’t use.

Claims – PICTOCLUB has complaint forms available to any user, at the registered office of PICTOCLUB located in C / Almirante 9 sixth floor, 28004, Madrid. Spain.

4. SALES – User’s rights and obligations when listing and selling on PICTOCLUB

PICTOCLUB offers Users the possibility to list and sell artworks through PICTOCLUB´s Services. To do so, the user will provide PICTOCLUB with all necessary personal, legal, invoicing and financial details to properly register the user as a seller. More specifically, the user will be asked for their personal data: their name, surname, address, telephone number and contact email; your legal data for billing purposes in case they are different from personal ones. If the user is billed as a legal entity, the same data will be requested, including the relative and specific ones of the company. The user must also provide a scanned copy of their national identity document or passport, and in case of invoicing as a legal entity, they must also provide a scanned copy of the Company Registry and the VAT Registry.

It is the user’s obligation to provide true, accurate and complete information when registering for listing and selling on PICTOCLUB. It is also the responsibility of the user to keep that information update. PICTOCLUB reserves the right to cancel membership if the requirement to provide updated, true, accurate and complete information is not respected. The user will be responsible for any extra cost PICTOCLUB may incur in as a consequence of inaccurate, incomplete or untrue information provided by the seller. PICTOCLUB may deduct the extra expenses from the final sale amount due to the seller.

Likewise, the user who wants to sell their products in PICTOCLUB must provide specific data of each of these works (title, year of creation, materials, medium or medium, theme, weight, measurements, type of packaging, …) as well as at least one photograph of it that must comply with the technical and quality characteristics required by PICTOCLUB. This information will be sent by the user through the specific forms made available in the Pictoclub Services, more specifically on its website.

The Seller shall comply with the required quality standards at all times. PICTOCLUB reserves the right to remove a work from the user’s listings if, at PICTOCLUB’s sole discretion, it does not meet the minimum quality standards expected.

Availability – When a work listed by the user is no longer for sale, the user has the obligation to immediately remove or mark as ‘not available’ such artwork in the list of artworks uploaded on PICTOCLUB’s Services. If the user intends to be absent, on leave or on vacation, unable to comply with the orders and sales made on PICTOCLUB, the user undertakes the obligation to communicate immediately reflect this circumstance on the artworks on sale by marking them as ‘not available’.

Pricing– During the list process, the User will give a trade price to each of the works. PICTOCLUB is a Spanish VAT registered company. Internationally based artists must not include VAT in their prices. Artists from Spain must include VAT when pricing the works. Additional VAT charges will not be accepted if not included in the price set up on PICTOCLUB’s services.

PICTOCLUB’s commission is 30% of the sale price fixed by the user.

Pictoclub carries out regular sale promotions. When a buyer purchases a work with a promotional code, the discount will be applied to the sale price, shipping cost included, and PICTOCLUB’s commission will also be proportionally reduced.

Pictoclub offers buyer users the possibility of making offers for the works listed. These offers usually include a discount proposal. PICTOCLUB will inform the user when an offer has been made for one of the artworks. The seller user is then given the option to accept, decline or counter offer. The seller user retains in any case the final decision on the offer.

The 30/70 ratio on the final price will also be applicable in the event that promotional discounts are applied to the final price or if the artist decides to accept an offer made by a collector.

Respect for the Law – The user seller must comply at all times with all applicable laws and regulations in Spain and the European Union in matters of antitrust, competition, product safety and labelling, packaging, certifications, manufacturing and other commercial regulations. The Seller undertakes to scrupulously comply with the intellectual property laws. The Seller shall indemnify and hold PICTOCLUB harmless against any claim of liability, costs, expenses, fines, damages and losses (including direct, indirect or consequential losses) incurred by the Seller in relation to any claim against the Seller for defects and/or failures in his/her products.

Processing of sales and orders – The user seller acknowledges and accepts that, after the sale of one of its products through PICTOCLUB’s Services, such sale constitutes an irrevocable contract of sale between the user seller and the user buyer in which PICTOCLUB only acts as a commercial agent and facilitator of the sale, notwithstanding that PICTOCLUB will promptly agree to collaborate with the users in the management of certain logistics aspects of the sale.

PICTOCLUB will notify the user seller by email of any order received either on the online store or by email that includes products of the user seller. The user seller undertakes to verify the alerts of new orders every day.

After each notification of sale, the user must, within a maximum period of two (2) business days, provide an estimated shipping date that may not exceed ten (10) days from the time the user acknowledges receipt of the order communication. Upon reception of the order the Seller must:  A. Prepare the work sold as soon as is reasonably possible; B. pack the product in accordance with the requirements established by PICTOCLUB; C. Include in the packaging the promotional and labelling material provided by PICTOCLUB, if requested; D. Prepare and print all the documentation corresponding to the order and specifically provided by PICTOCLUB; E. Make sure the work perfectly packed is ready and available for collection on the agreed date and time. If you don’t make the work available within the established period of 10 days the order may be cancelled.

PICTOCLUB will be responsible for contracting the transport company that will collect the products sold. The Seller is responsible for the effective delivery of a product to the transport company.

The user will be responsible for any extra shipping cost as a consequence of inaccurate, incomplete or untrue information on packaging dimensions and weights provided by the seller. PICTOCLUB may deduct the extra expenses from the final sale amount due to the seller.

Returns and restitutions – all user buyers dispose of a period of 14 calendar days to request a return. The return guarantee is not applicable to trade or company orders and to prints, photographs, books, limited editions and artworks custom made according to the exact specifications of format, size and frame decided by each buyer. Return of such items is only accepted in the case that the work received does not conform to the order or arrives damaged. On such circumstances PICTOCLUB accepts returns for exchange or merchandise credit. No refunds are done for these products.

For all other returns, PICTOCLUB requires that the product be returned, at the buyer’s expense, to the original address from which it was sent as indicated on the original packaging sticker. For its return, the product must be packaged in its original packaging or in one of the same characteristics, or in any case a packaging that guarantees that the product will not be damaged on its return. Inadequate or insufficient packaging that causes damage to the product will result in the loss of any right of return. Once the product has been returned and verified that it is in the same condition as before it was sent, Pictoclub, in accordance with the conditions contemplated in these Terms of Service, will proceed to refund the money or acknowledge a credit in favor of the buyer who can make it effective in a period not exceeding 12 months and for any product offered by Pictoclub.

PICTOCLUB will inform the user of any request for refund or restitution of any work by a buyer;

PICTOCLUB will only pay the Seller the amount corresponding to the sale (after deduction of the commission for sale) after the fourteen (14) days European laws grant the customer to proceed with the return of a product, and provided that within that period the client has not exercised this right.

Returns for damages as a result of unappropriate, insufficient or negligent packaging – The seller understands and agrees that, if a product arrives damaged to a client as a result of unappropriate, insufficient or negligent packaging he/she will be responsible, at his/her own expense, for the costs of returning the artwork, repairing or replacing it, and resending the new product or the repaired one back to the client.

5. INTELLECTUAL PROPERTY RIGHTS

Pictoclub Intellectual Property Rights

The Seller acknowledges that the PICTOCLUB name, logo or trademark is the exclusive property of PICTOCLUB, and accepts to only use the PICTOCLUB name, logo or trademark in any promotional material, packaged or in another place, whether on hard or electronic disk format, in accordance with these Conditions or with the prior written consent of PICTOCLUB. The Seller may not bid for the name or brand PICTOCLUB, or any of its variants, or Google or any other search engine.

All the items featured on PICTOCLUB’s site and the site in itself are protected by all intellectual property rights. Images, photographs, texts, designs, illustrations, logos, models, etc are property of PICTOCLUB or PICTOCLUB has expressed permission by their owners to use them. All reproduction, representation, utilization, modification, commercialization, partial or total by whatever procedure or on whatever medium that may be are strictly forbidden, without previous written authorization by PICTOCLUB. PICTOCLUB will take all necessary legal actions against any individuals and/or companies in violation of the above-mentioned property rights.

Intellectual property rights of the User Seller

The Seller grants PICTOCLUB, during the term of this agreement, the non-exclusive, non-transferable and revocable right to use the name or the corresponding commercial brand of the Seller as PICTOCLUB deems necessary to market and offer the products. The Seller allows PICTOCLUB to access and use any content that appears on the Seller’s product website or social media profiles, to create editorial content or promotional activity of PICTOCLUB related to the Seller, its business and products.

The Seller guarantees that: A. I legal beneficiary of all property rights of the Products, photographs, logos, images and copies that he/she provide to PICTOCLUB, or that he/she holds a valid license to use those rights;  B. the manufacture of the us for sale on PICTOCLUB, and the consistent use of the intellectual property rights of the Seller by PICTOCLUB will not infringe any intellectual property rights of a third party, and does not exist and there will be no claim against PICTOCLUB by any third party that arises in relation to the use of such intellectual property rights; C. All items offered for sale by Seller are not replicas or copies of designs owned by another brand, designer or manufacturer.

PICTOCLUB will immediately revoke the credentials for the use of its Services as well as proceed to eliminate all User information if it obtains unequivocal evidence that the intellectual property rights of third parties are being infringed. If this infringement occurs, PICTOCLUB reserves the right to adopt the necessary legal measures to repair the damage caused to its image by the negligent acts of the user.

The Seller shall indemnify and hold harmless PICTOCLUB against each and every one of the damages, liabilities, costs, expenses and / or losses arising from a breach of the intellectual property rights of PICTOCLUB, or by the infringement of the seller of rights of intellectual property of a third party with respect to its products or information about them.

Payments

The Seller accepts that PICTOCLUB acts as exclusive agent of the Seller in order to accept, reimburse and / or process all payments related to the sale of works of the Seller through PICTOCLUB. The Seller acknowledges that PICTOCLUB, acting as the commercial agent of the Seller, is neither the buyer nor the Product Seller.

Payments for a product will be made directly by the Customers to PICTOCLUB (acting as commercial agent of the Seller). The Seller acknowledges that PICTOCLUB’s obligation to remit the corresponding fees occurs once the fourteen (14) days following the actual delivery of the product to the customer has elapsed and after the legal period that the Customer has had to make a return or require a refund. The Seller will provide the bank details to PICTOCLUB, so that the payment for sale of a product of the Seller can be processed.

6. INTERRUPTION IN ACCESS TO THE WEBSITE

PICTOCLUB does not guarantee continuous and uninterrupted access to the PICTOCLUB website or website. The operation of the Site may be interfered with by numerous factors beyond the control of PICTOCLUB or by updating or maintenance tasks that PICTOCLUB or the persons designated by PICTOCLUB are performing on the site.

7. CONFIDENTIALITY

The users agree that they must keep all confidential information confidential and will not disclose that confidential information to any person (other than their employees, professional advisors or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, Seller authorizes PICTOCLUB (including its employees, agents and contractors) to retain and process Seller Information. The confidentiality obligations under the Conditions shall remain in force for two (2) years after the termination or expiration of the Conditions, regardless of the result.

8. GENERAL

The Seller shall not have the right to assign, subcontract or transfer this agreement or any part of it without the prior written consent of PICTOCLUB. The Seller undertakes to inform PICTOCLUB in the case of subcontracting its obligations to a third-party service provider, or if the Seller wishes to sell all or part of its assets to a third party. PICTOCLUB retains the exclusive right to decide on the continuity or not on the site of the products of the Seller initially signing this agreement.

PICTOCLUB reserves the right to suspend or cancel the Conditions in whole or in part (without liability for PICTOCLUB) if for reasons beyond its control the normal performance of its obligations, including cases of force majeure, fires, floods, lightning, adverse weather conditions, war, revolution, acts of terrorism, interruption of computers or the Internet, labour disputes (either from their own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions).

If at any time one or more of these Conditions (or part of one or more of these Conditions) is considered invalid or unenforceable, for any reason under any applicable law, it will be deemed to have been omitted from the Conditions and the validity and / or applicability of the remaining provisions of the Conditions will not be affected or harmed in any way as a result of such omission.

This agreement and any related non-contractual obligation or arising under these Conditions will always be governed by Spanish law, and the parties irrevocably submit to the exclusive jurisdiction of the Spanish courts with respect to any dispute related to or arising therefrom.
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Safety – PICTOCLUB guarantees the security and confidentiality of payments made by debit or credit cards and their data using a secure server SSL, which activates when their personal data is entered. This server ensures that your data is encrypted to the service centre and so reading and manipulation by third parties are avoided.

Disclaimers and limitations of liability – PICTOCLUB reserves, without notice at any time, the right to temporarily suspend access to the Website and to make changes it deems appropriate in the same, services or information offered, the presentation or location the same and the general conditions. PICTOCLUB is not responsible for the information, services and / or products offered and / or provided by third parties through the Website or content provided by third parties. PICTOCLUB is not responsible for any damages to the software or hardware of the user arising from access to the Website or use of information or applications contained within it.

Communications – For any communication the User can contact PICTOCLUB through these contact details. PICTOCLUB. C / Marcenado1, 28002, Madrid. Spain. Phone: +34 679433870 from Monday to Friday from 9.00 am 18.00. E-mail customer service: [email protected]

Applicable Law and Jurisdiction– Any dispute arising as a result of using the website or purchasing products, shall be governed by Spanish law