ATELA HAYES LIMITED
TERMS & CONDITIONS


1 Definitions and interpretation


1.1 In these terms and conditions, except where a different interpretation is clear from or necessary in the context:
‘Agreement’ means the agreement between the Company and the Client incorporating these terms and conditions.
‘Artist’ means Javier Atela.
‘Client’ means the person or persons so defined in the Agreement.
‘Company’ means Atela Hayes Limited.
‘Completion Date’ means the date stated in the Agreement as the date on or before which the Company will produce the Pictures.
‘Deposit’ means the deposit so defined in the Agreement.
‘Drawing’ means the child’s drawing on which the Study is based, or any scan or other copy of that drawing.
‘Framer’ means John Jones London of The Arts Building, Morris Place, London, N4 3JG, UK.
‘Pictures’ means the pictures so defined in the Agreement.
‘Price’ means the price so defined in the Agreement.
‘Scans’ means electronic images of the Pictures, or other copies of the Pictures whether in electronic form or on paper.
‘Study’ means the study attached to the Agreement.
1.2 In these terms and conditions, unless the context requires otherwise:
– words and expressions that are defined in the Copyright, Designs and Patents Act 1988 shall bear the same meanings in these terms and conditions;
– words importing the singular number shall include the plural and vice versa;
– words importing any particular gender shall include all other genders;
– references to persons shall include bodies of persons, whether corporate or incorporate;
– words importing the whole shall be treated as including a reference to any part of the whole.
1.3 Any reference in these terms and conditions to any statute or statutory provision shall be construed as referring to that statute or statutory provision as it may from time to time be amended, modified, extended, re-enacted or replaced (whether before or after the date of the Agreement) and as including all subordinate legislation from time to time made under it.
1.4 In these terms and conditions, the expression ‘copyright’ shall include the entire copyright, design right, rental right, right to authorise or prohibit lending, database right, right of communication to the public and distribution right subsisting now or created at any time in the future under the laws of the United Kingdom and all analogous rights subsisting now or created at any time in the future under the laws of each and every other jurisdiction throughout the world.
1.5 References in these terms and conditions to clauses are to clauses of these terms and conditions, unless expressly stated otherwise.
1.6 Headings are used in these terms and conditions for the convenience of the parties only and shall not be incorporated into the Agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.

2 The Pictures


2.1 The Pictures will be painted by the Artist and will be based on the Study.
2.2 The Pictures will be completed and Scans sent to the Client by the Completion Date.
2.3 If, other than by reason of circumstances beyond the control of the Company, the Pictures are not completed by the Completion Date or by any subsequent date to which the Client may consent in writing, then the Client may by summary notice to the Company terminate the Agreement, and the Deposit shall then be immediately repayable to the Client.
2.4 On receipt of the Scans, the Client shall have the option to purchase either or both of the Pictures for the amount set out in the Agreement.
2.5 If the Client purchases neither of the Pictures, there will be nothing further to pay; but, for the avoidance of doubt, the Company will retain the Deposit.
2.6 Within one year after receiving the Scans, the Client shall inform the Company which of the Pictures he wishes to purchase, or, as the case may be, that he wishes to purchase both the Pictures or neither of the Pictures. If the Client does not inform the Company of his decision within the said period of one year, he shall be deemed to have chosen to purchase neither of the Pictures.
2.7 If the Client exercises his option to purchase either or both of the Pictures, the Client shall pay such further amount as is due to the Company within 14 days of informing the Company of his decision.
2.8 The Company will arrange for the Pictures (or, as the case may be, that one of the Pictures which the Client has purchased) to be delivered to the Framer within three days after receipt of the amount due to the Company. The Framer will contact the Client direct to discuss the Client’s requirements for framing and/or delivery.
2.9 After completion of the Pictures the Company will if so requested arrange for the Drawing to be returned to the Client, at the Client’s risk.

3 Right of withdrawal


3.1 The Company reserves the right to end the Agreement by giving notice to the Client if –
3.1.1 the Company considers the Client’s conduct or requirements to be unreasonable; or
3.1.2 the Artist for any reason finds he is unable to work with the Drawing.
3.2 If the Company ends the Agreement in accordance with clause 3.1 it will refund the Deposit to the Client in full and any painting or other work done by the Artist will be destroyed.

4 Death of Artist before completion


If the Artist dies before completing the Pictures, the Client shall have the option, exercisable by giving notice in writing to the Company within three months of the Artist’s death, either to:
4.1 pay the difference between the amount of the Deposit and the Price, and on payment the Client shall become the owner of the Pictures to the extent that they exist as at the date of the Artist’s death; or
4.2 cancel the Agreement, in which event the Client shall be entitled to repayment from the Company of the Deposit.

5 Assignment of copyright


If the Client exercises his option under clause 2.4 or his option under clause 4.1, the Company shall on receipt of the full amount due from the Client assign to the Client the copyright in the Pictures (or, as the case may be, the copyright in that one of the Pictures which the Client has purchased).

6 General


6.1 Force majeure
6.1.1 If either party is prevented from fulfilling its obligations under the Agreement by reason of any supervening event beyond its control (including, but not limited to, war, national emergency, flood, earthquake, strike or lockout (other than a strike or lockout induced by the party so incapacitated) or illness), the party unable to fulfil its obligations (‘the Incapacitated Party’) shall immediately give notice of this to the other party and shall do everything in its power to resume full performance of its obligations as soon as possible.
6.1.2 Subject to compliance with the requirements of clause 6.1.1, the Incapacitated Party shall not be deemed to be in breach of its obligations under the Agreement during the period of incapacity, and the other party shall continue to perform its obligations under the Agreement save only in so far as they are dependent on the prior performance by the Incapacitated Party of obligations which it cannot perform during the period of incapacity.
6.1.3 If the period of incapacity exceeds six months, the Agreement shall automatically terminate, unless the parties first agree otherwise in writing.
6.2 Whole agreement
The Agreement incorporating these terms and conditions contains the whole agreement between the parties and supersedes any prior written or oral agreement between them in relation to its subject matter, and the parties acknowledge that they have not entered into the Agreement upon the basis of any representations that are not expressly incorporated into the Agreement. No oral explanation or oral information given by any party shall alter or affect the interpretation of the Agreement.
6.3 Reservation of rights
All rights not specifically and expressly granted to the Client by the Agreement are reserved to the Company.
6.4 Joint and several
All obligations on the part of either party comprising more than one person or entity shall be joint and several.
6.5 Proper law and jurisdiction
The Agreement shall be governed by English law in every particular, including formation and interpretation, and shall be deemed to have been made in England, and the parties agree to submit to the exclusive jurisdiction of the English courts.
6.6 Notices
6.6.1 Any notice, consent or the like (in this clause referred to generally as ‘notice’) required or permitted to be given under the Agreement shall not be binding unless in writing and may be given personally or sent to the party to be notified by pre-paid first-class post (or by airmail if notice is to be sent from the United Kingdom to anywhere outside the United Kingdom or vice versa) at its usual or last known address or such other address as is notified in accordance with this clause, or by e-mail to the current and correct e-mail address of the intended recipient, or by fax transmission to the current and correct fax number of the intended recipient.
6.6.2 Notice given personally shall be deemed given at the time of its delivery.
6.6.3 Notice sent by post in accordance with this clause 6.6 shall be deemed given at the commencement of business of the recipient on the second business day following its posting, unless sent from the United Kingdom to anywhere outside Europe or vice versa in which case it shall be deemed given at the commencement of business of the recipient on the seventh business day following its posting.
6.6.4 Notice sent by e-mail or fax transmission in accordance with this clause 6.6 shall be deemed given at the time of its actual transmission, provided that the sender received a receipt for the e-mail message from the recipient or the sender’s fax machine produces a successful transmission report, as the case may be.
6.7 No modification
The Agreement may not be modified except by an instrument in writing signed by both of the parties or their duly authorised representatives.
6.8 Waiver
The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of the Agreement shall not be a waiver of them, nor of the right at any time subsequently to enforce all terms and conditions of the Agreement.
6.9 Severance
If any provision of the Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, or if indications of this are received by either of the parties from any relevant competent authority, the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality, or at the discretion of the Client, that provision may be severed from the Agreement, and in either event, the remaining provisions of the Agreement shall remain in full force and effect.
6.10 Rights and remedies cumulative
All rights and remedies available to the parties under the terms of the Agreement and under the general law shall be cumulative, and no exercise by either of the parties of any such right or remedy shall restrict or prejudice the exercise of any other right or remedy granted by the Agreement or otherwise available to it.

7 Third parties


Nothing contained in the Agreement is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any third party.

8 Other


The Client warrants that he had the permission of the owner of the Drawing to send the Drawing to the Artist.

SCHEDULE


Clause 1 of the above terms and conditions (Definitions and interpretation) applies to this Schedule.
The following is information which the Company is required to make available to the Client under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
The main characteristics of the goods to be supplied by the Company are: they are paintings; they will be painted by the Artist; and they will be based on the Study.
The identity of the Company is Atela Hayes Limited, company registration number 09268406.
The geographical address at which the Company is established is 2 Chawley Park, Cumnor Hill, Oxford, OX2 9GG, UK. The Company’s telephone number is 07881 808887 and its e-mail address is richardhayes@AtelaHayes.co.uk.
The Company is not acting on behalf of another trader.
The geographical address of the place of business of the Company is 2 Chawley Park, Cumnor Hill, Oxford, OX2 9GG, UK. Any complaint by the Client can be addressed to the Company there.
The total price of the goods inclusive of taxes is as stated in the Agreement.
There may be additional charges for framing and delivery of the Pictures, but such additional charges are a matter for negotiation between the Client and the Framer. They are not due under this Agreement, nor are they levied by the Company.
If this contract is concluded using any means of distance communication, there is no additional charge for that.
The arrangements for payment are set out in clause 2.7 of the above terms and conditions.
The arrangements for delivery are set out in clause 2.8 of the above terms and conditions.
The arrangements for performance of the contract are set out in clause 2 of the above terms and conditions.
The time by which the Company undertakes to deliver the goods is as set out in clause 2.8 of the above terms and conditions, which must be read in conjunction with clauses 2.2, 2.6 and 2.7.
Any complaint by the Client should be sent by e-mail to richardhayes@AtelaHayes.co.uk or by post to 2 Chawley Park, Cumnor Hill, Oxford, OX2 9GG, UK and the Company will respond within 21 days.
The Client will not benefit from a right to cancel the Agreement because the goods are made to the Client’s specifications and/or are clearly personalised.
The Company is under a legal duty to supply goods that are in conformity with the contract.
There are no relevant codes of conduct.
The duration of the contract is from the date of the Agreement until the parties’ obligations under it have been fulfilled. Attention is drawn to clause 2 of the above terms and conditions.
A deposit is to be paid by the Client to the Company as stated in the Agreement.
This is not a contract for the supply of digital content.