Incognito Sales & Online Auction Terms

Thank you for considering participation in ‘Incognito’, a visual art initiative to raise funds for The Jack & Jill Children’s Foundation.

We want to make sure you have a great time, have an opportunity to purchase your favourite artworks (“artworks”) and help us make the world of difference to very sick children and their families in Ireland. For us to make sure nothing goes wobbly, we need you to read these Terms and ensure you are happy with them before you get cracking!

This is a legally binding set of Terms which make up an Agreement between you the purchaser (we’ll use “User” or “you” to make things clear in the terms) and The Jack & Jill Children’s Foundation on behalf of Incognito.

There are a number of different pathways to be purchasing these artworks, not all running concurrently. In a nutshell, no purchases can be made until 10am in person in The Solomon Gallery in Dublin on Friday 6th April 2018. For this and the subsequent two days (7-8 April), purchases can only be made in person in this gallery, with a limit per person of 3 artworks, and these are sold on a first-come-first-serve basis. They must be paid for then and there, and must be taken away by their new owner. From 12pm on 10th April 2018, all unsold works will be displayed online (www.incognito.ie), and they will be available for auction bids in increments of €5, starting at €10, but once they reach a €50 that bidder automatically wins that item to purchase.


TERMS FOR THE ‘AUCTION’ PHASE

Please make sure you have read this BEFORE you get further into the process of registering or bidding on any of the lovely Artworks. The Agreement includes important information about your RIGHTS, your OBLIGATIONS and it governs how you can PARTICIPATE in the Online Auction. It covers your acceptable use of the Online Auction site / the service we are supplying to you, in keeping with the general Terms of Use we have supplied for the main Incognito Website.

For the avoidance of doubt, when you BID you ENTER INTO A BINDING AGREEMENT with The Jack & Jill Children’s Foundation, on behalf of Incognito, through which you are committing to buy your preferred lot / Artwork for the amount you have bid plus any and all relevant or required taxes, delivery charges, transaction charges or VAT.

By clicking to Register as a bidder in the Online Auction you agree to be bound by all the terms and conditions set out below (the “Terms”), together with any other terms, conditions and notices posted on www.incognito.ie which shall constitute the “Agreement”.

By clicking to Register you are permitted to use Incognito Online Auction “Website” at www.incognito.ie.

By accessing and using the Website, you accept and agree to be bound, without modification, limitation or qualification, by the Terms. You acknowledge and agree that your click on “SUBMIT” or “REGISTER ME NOW” is equivalent to your signing this Agreement.

 

IF YOU DO NOT AGREE to the Terms of this Agreement, we’d prefer you to enjoy all the other ways you can get involved with Incognito such as the merchandise and competition, but sadly you will NOT BE ENTITLED TO BID FOR OR BUY any of the Artworks via this Website.

Once you press “SUBMIT” or “REGISTER ME NOW” and the Register your details on the Website you can participate in the Online Auction for Incognito using this Website in the hope you will place the winning bid and become the lucky new owner of your favourite artwork.

The Jack & Jill Children’s Foundation and Incognito may modify or revise the Agreement at any time by updating the text of this page. If The Jack & Jill Children’s Foundation does this, you will be bound by the modification(s). If you would like to keep up to date with changes you can return to the page at your leisure and the date of latest review will be evident on the page.

The Jack & Jill Children’s Foundation may also impose specific rules in relation to methods of payment, payment terms or delivery methods / collection methods for winning bids on the Website, and you agree to be bound by these specific rules.

The sale of any artwork through the Website shall constitute an agreement between The Jack & Jill Children’s Foundation and you the Buyer.

The Jack & Jill Children’s Foundation is a registered charity, charity number CHY 12405. All funds raised by Incognito will be donated to The Jack & Jill Children’s Foundation after all agreed costs or fees and applicable taxes have been paid.

 

1 Definitions and Term

1.1 All references to Buyer, Bidder, User or “you” shall include potential as well as actual Buyers, Bidders and Users be you (or they) male, female, singular or plural.

1.2 Artists means the creators of the Artworks

1.3 Artworks means the artworks that form part of Incognito

1.4 Terms means these terms and conditions

1.5 The Jack & Jill Children’s Foundation is the beneficiary charity of Incognito

1.6 Website means www.incognito.ie and all subdomains or subsections

1.7 These Terms shall remain in force from the date on which you accept the Terms by registering for the Website and shall continue until you complete your purchase, the Auction closes and your bid is unsuccessful or your access is discontinued by The Jack & Jill Children’s Foundation as a consequence of your breach of these Terms.

 

 

2 Registration

2.1 By registering, you warrant that:

2.1.1 you are over eighteen (18) years of age on the 2nd April 2018;

2.1.2 you have completed your correct registration details and registered to bid on www.incognito.ie

2.1.3 your personal details are accurate and valid. Should any of your details change you will notify The Jack & Jill Children’s Foundation using the Contact form on www.incognito.ie or log into your account and update the details held there. You acknowledge that The Jack & Jill Children’s Foundation may suspend or terminate your use of the Website if it appears any of the registration information provided by you is inaccurate in any material respect.

2.2 When The Jack & Jill Children’s Foundation receives your registration information it will provide you with confirmation via email The confirmation entitles you to bid for Artworks on the Website.

 

3 The Jack & Jill Children’s Foundation initial obligations

3.1 The Jack & Jill Children’s Foundation warrants that it has full title to all the Artworks and the right to sell the Artworks on behalf of Incognito.

3.2 The Jack & Jill Children’s Foundation shall, on request, provide details of:

3.2.1 any specific storage or usage issues which the Buyer will need to know in order to protect their artwork;

3.2.2 accurate dimensions and weight details to interested Bidders in order for them to understand more about the artwork should they have not been able to view it; and

3.2.3 all necessary health and safety information (where relevant) relating to the Artworks.

3.3 The Jack & Jill Children’s Foundation shall contact the winning Bidder within 72 hours of the end of the Auction to notify them of their win and arrange payment for their artwork(s);

3.4 The Jack & Jill Children’s Foundation shall insure the Artworks against loss or damage if possible during their display, at a reasonable level of estimated value.

3.5 Other than as specifically set out in these Terms, no warranty or guarantee will be offered by The Jack & Jill Children’s Foundation and you will not hold The Jack & Jill Children’s Foundation responsible for:

3.5.1 the quality, safety or legality of the Artworks;

3.5.2 the accuracy or truth of the information supplied by Artists and uploaded onto the Website;

3.5.3 the unfettered title of the Artworks, and the full right to list the Artworks for sale.

3.6 The Jack & Jill Children’s Foundation is unable to guarantee or warrant continuous or secure access to the Website, which may be vulnerable to factors outside its reasonable control.

3.7 The Jack & Jill Children’s Foundation cannot guarantee or warrant that the Website will be free from error(s) or that its servers will be free from viruses or other harmful content. The Jack & Jill Children’s Foundation will use reasonable endeavours to provide uninterrupted access to the Website, but will not be liable to any User for any loss of opportunity to purchase an artwork as a result of any issues with, or temporary break in, access to the Website.

 

4 Bidding

4.1 You agree that you are aware of the nature of the Agreement you are entering into when you place a place a Bid for an artwork. You are in a binding agreement with The Jack & Jill Children’s Foundation for the sale and purchase of the item you have placed / submitted a bid on. This is an agreement The Jack & Jill Children’s Foundation may enforce against you.

4.2 You will cease to place bids for an artwork should the bid level become too high for you.

4.3 If you are bidding for an artwork on behalf of someone else, you must be able to confirm that you have, and provide evidence on demand of, the written permission of that person to do so, with personal details and clear agreed financial boundaries for the bidding.

4.4 When you place or submit a Bid for any artwork in accordance with these Terms you also confirm that:

4.4.1 You are satisfied the artwork has a satisfactory history;

4.4.2 You are satisfied with the dimensions and weight of the artwork;

4.4.3 You are prepared to obtain the artwork in the state in which it is delivered to you, provided it is in accordance with the description given on the Website;

4.4.4 You are able aware of any Health and Safety issues relating to that artwork;

4.4.5 You acknowledge the fragility of certain Artworks, and this means there is an increased risk of damage during delivery;

4.4.6 You are satisfied the picture or description of the artwork provided on the Website constitutes a sufficient level of information to enable you to make an informed decision to buy the Artwork. Should you require more details or a viewing of the Artwork you are entitled to ask for information or visit the Artwork;

4.4.7 You agree that the proceeds of your payment for the Artwork shall go to the beneficiaries of Incognito, being The Jack & Jill Children’s Foundation and finally

4.4.8 You will pay for the Artwork, and you may not withdraw your bid if it is accepted by The Jack & Jill Children’s Foundation.

4.5 You will protect access to your account and username or password in order to reduce the chances of fraudulent Bids.

4.6 The Jack & Jill Children’s Foundation shall contact Bidders and update them about the progress of their Artworks via email or phone in order to ensure they are aware of changes in the bid level, but you agree to check the Website regularly and you take responsibility for monitoring this information.

4.7 The Jack & Jill Children’s Foundation reserves the right at its sole discretion to:

4.7.1 decline to allow or accept bids from individual bidders; or

4.7.2 suspend or terminate the auction, or the sale of a specific Artwork where it determines there is a risk to the auction, or where it is in receipt of information that an abuse of the Terms has occurred, or is likely to occur.

 

5 Auction Process

5.1 The Jack & Jill Children’s Foundation will use best endeavours to ensure the listings of all the Artworks are accurate at the time of initial listing on the Website and the condition of the Artworks is saleable and appropriate it its opinion.

5.2 The Jack & Jill Children’s Foundation will provide a description of each Artwork, including but not limited to the dimensions / scale, weight, the materials from which it is constructed and its history (if relevant), some images of the Artwork and some detail of the Artist or Designer which worked with Incognito.

5.3 There will be clear mention made in any cases where the Artwork may have electrical or other potentially hazardous aspects to it.

5.4 The start and end dates and times of the Online Auction for each Lot / Artwork will be posted on the Website, along with remaining time before the last bid can be accepted.

5.5 There will be a €10 minimum bid on the Artworks, and a maximum of €50

5.6 The increments for the bidding will be €5

5.7 Buyers shall be entitled to submit Bids by clicking on the icon indicated and they will then be asked to confirm their bid. It must be noted it IS NOT POSSIBLE TO RECALL BIDS once The Jack & Jill Children’s Foundation is in receipt of the confirmation from the Buyer.

5.8 The Jack & Jill Children’s Foundation will operate a system of OVERTIME BIDDING which means any latest bid in the final 5 minutes of the auction time will trigger a further 5 minutes of auction time, and the deadline will be extended by successive 5-minute periods up to the point where the winning bidder is able to claim the Artwork, since the opposing bidder has not placed a Bid within the previous 5 minutes.

5.9 Once you submit your bid, The Jack & Jill Children’s Foundation will provide you with regular email updates (in accordance with these Terms and the Privacy Policy) which will tell you the current level of the bidding, and which will invite you to submit a revised bid if your bid has been exceeded and should you wish to do so. Any update email will contain a link allowing you log in and place your next bid.

5.10 Once the bidding has closed, The Jack & Jill Children’s Foundation will notify the Buyer that submitted the final bid in writing by post, email or other reasonable means to inform them their bid has been accepted, and that they are now liable to pay for the Artwork.

5.11 In the event that no Bids are received for one of the Artworks during the period they will be advertised for sale on the Website, The Jack & Jill Children’s Foundation reserves the right to maintain title to the Artwork and do whatsoever it wishes with it in the future at its sole discretion.

5.12 There will be a “Buy Now”- style offer on any Artwork at the rate of €50. However, we reserve the right to remove any Artwork from the online auction, at any time for any given reason.

5.13 Title to the Goods shall only pass to the Buyer when The Jack & Jill Children’s Foundation has received cleared funds for the exact amount of the bid plus any additional charges, fees or VAT due at the date on which payment is due.

 

6 Inspection of Artworks

6.1 While The Jack & Jill Children’s Foundation will make reasonable efforts to ensure the safekeeping of the Artwork before sale, minor display damage or small marks should be expected and sight of the Artworks is recommended during the month prior to exhibition online at www.incognito.ie (1st march to 1st April) or ‘in the flesh at the Solomon Gallery (4th to 5th April) should a Bidder want to be certain of the sale condition of their preferred Artwork.

6.2 The Jack & Jill Children’s Foundation shall not be liable for any loss of, or damage to, the Artworks whilst on display, being installed, being recovered from primary display, being shown at Auction or public events .

 

7 Successful bidders

7.1 If you win a Artwork, you agree that your Artwork shall not be used for marketing or commercial purposes which contradict the mission and vision of The Jack & Jill Children’s Foundation nor bring Incognito or these charities into disrepute or damage their standing in any way.

 

8 Payment

8.1 The Jack & Jill Children’s Foundation will receive payment via electronic bank transfer. Please contact The Jack & Jill Children’s Foundation for details, should you wish to pay in this way.

8.2 The Jack & Jill Children’s Foundation will also accept all major Credit and Debit Cards plus bankers’ drafts. The Jack & Jill Children’s Foundation reserves the right to not accept personal cheques depending upon specific circumstances. Depending upon the level of payment The Jack & Jill Children’s Foundation will accept PayPal transfers on the website www.incognito.ie.

8.3 The Jack & Jill Children’s Foundation will add agreed charges to the final Bid in order to cover the costs of delivery, which will make up the “Final Charge”. Delivery costs will vary for each Artwork – please contact The Jack & Jill Children’s Foundation for details.

8.4 Payment shall only have been deemed to have been successfully made when the full outstanding balance has been cleared into the supplied bank account and confirmation of the arrival of the funds has been completed by The Jack & Jill Children’s Foundation.

8.5 The Jack & Jill Children’s Foundation can provide an invoice for the outstanding full amount, for payment on 5 (five) day terms, and reserves the right to charge an additional administration charge for this payment method.

8.6 Any payment transferred internationally or sent via a banker’s draft from a non-UK bank will incur a foreign currency transaction charge,

 

9 Retention of title

9.1 The Jack & Jill Children’s Foundation shall retain title to the Artworks until it is in receipt of cleared funds from the Buyer for the full Final Charge relating to any Artwork.

9.2 If full cleared payment has not been received from a Buyer within 10 (ten) working days (international transactions shall have a period of 20 (twenty) working days) of the post-Auction contact from The Jack & Jill Children’s Foundation, The Jack & Jill Children’s Foundation will provide 5 (five) working days’ notice of its intent to offer the Artwork to the next highest Bidder and the original highest bid will be deemed void. The Buyer will be removed from the Registered Bidder list and The Jack & Jill Children’s Foundation reserves the right to charge and recover an administration charge of €10 from the affected Bidder.

 

10 Delivery arrangements and obligations

10.1 The Jack & Jill Children’s Foundation shall provide an address for collection (“Artwork Premises”) during normal business hours, which for the avoidance of doubt excludes weekends and public holidays. The Foundation will also offer the purchaser the opportunity to receive their work by registered post at the additional expense of the purchaser.

10.2 The Buyer shall:

10.2.1 collect their Artwork from a secure address during normal working hours; or

10.2.2 agree with The Jack & Jill Children’s Foundation arrangements for the timely delivery of the Artwork, at the Bidder’s expense.

10.3 If a Buyer does not arrange for collection or delivery of their Artwork within 100 business days of the end of the Auction, at The Jack & Jill Children’s Foundation’s option one of the following paragraphs will apply:

10.3.1 the sale will be deemed to be void, and payment will be refunded minus an administration charge of €25 and the next under-bidder will being notified of the availability of the Artwork; or

10.3.2 a storage charge of €10 + VAT per calendar month or part thereof will be charged to the Buyer, running to the date of collection and payment. This storage charge must be paid in cleared funds for the Artwork to be released to the Buyer and the charge to be stopped.

10.4 Once the Artwork has left the Artwork Premises, any damage caused in transit will be the responsibility of the Buyer and transport agent to remedy. The Jack & Jill Children’s Foundation shall not be liable for any loss of, or damage to, the Artworks in transit.

10.5 The Jack & Jill Children’s Foundation shall mark all fragile or dainty Artworks for transport and should they be arranging delivery of the Artwork, shall ensure it is packaged appropriately and labelled accordingly

10.6 The Jack & Jill Children’s Foundation recommends that the Buyer arranges appropriate insurance cover for the delivery process.

 

11 Consequences of Breach

11.1 Any breach by you of these Terms shall entitle The Jack & Jill Children’s Foundation at its option to issue you with warnings, suspend, restrict or terminate your access to the Website (which may include the cancellation of your bids) if The Jack & Jill Children’s Foundation has reasonable grounds for believing that:

11.1.1 you are creating technical or commercial problems that might impede the proper operation of the Website;

11.1.2 you are acting in a manner contrary to the spirit of these Terms; or

11.1.3 you are exposing The Jack & Jill Children’s Foundation to increased risk of loss or legal liability.

11.2 You agree not to hold The Jack & Jill Children’s Foundation responsible or liable to you in any way in the event The Jack & Jill Children’s Foundation (acting reasonably) decides to act in accordance with clause 11.1.

 

12 Limitation of Liability

12.1 The total liability of The Jack & Jill Children’s Foundation in contract, tort or otherwise arising by reason of or in connection with this Agreement shall be limited in aggregate to five thousand euros (€5,000).

12.2 In no event shall either you or The Jack & Jill Children’s Foundation be liable to each other or any other User for any loss of data, loss of opportunity, damage to goodwill, loss of reputation, or for any type of indirect, economic or consequential loss whatsoever and howsoever caused.

12.3 Each party shall use its best endeavours to mitigate any losses under these Terms.

12.4 Nothing shall limit the liability of any party for death, personal injury caused by negligence, or fraudulent misrepresentation.

12.5 Liability for any damage to a Artwork or related property shall be limited to an estimate of the replacement cost, or the direct replacement cost of such property determined at the sole discretion of The Jack & Jill Children’s Foundation.

 

13 Intellectual property

13.1 The contents of the Website are protected under Irish law and are owned and controlled by The Jack & Jill Children’s Foundation or by third parties that have licensed their own material to The Jack & Jill Children’s Foundation.

13.2 All rights in and to the content of the Website not expressly granted to you in the Agreement are fully reserved.

13.3 Nothing in these Terms shall operate to transfer from The Jack & Jill Children’s Foundation or any other organisation or person to you any Intellectual Property Rights. For the purposes of these terms “Intellectual Property Rights” shall mean the ownership of or any interest in any inventions (whether patentable or not), patents, utility models, designs (both registered and unregistered), logos, copyright, database rights, trade and service marks (both registered and unregistered) together with all applications for, right to the grant of and extensions of the same, and all other intellectual and industrial property including but not limited to all similar or analogous rights throughout the world for the full term of the relevant right.

13.4 Unauthorised use by you of the Artworks or aspects of their design or images of them may violate the Intellectual Property Rights of a third party or a number of third parties.

13.5 You may not sell or prepare derivative works, or use any Intellectual Property belonging to The Jack & Jill Children’s Foundation or a third party relating to Incognito without the express or prior written permission of the owner.

13.6 You shall indemnify The Jack & Jill Children’s Foundation from and against all claims brought by any third party against The Jack & Jill Children’s Foundation in respect of any infringement of its Intellectual Property Rights arising from your actions or inactions.

13.7 You shall notify The Jack & Jill Children’s Foundation immediately if you become aware of any such claim or potential claim, and shall provide such assistance to The Jack & Jill Children’s Foundation as The Jack & Jill Children’s Foundation may require in the defence or settlement of such claim at The Jack & Jill Children’s Foundation’s reasonable expense. The Jack & Jill Children’s Foundation shall have the sole right to conduct the defence of any such claim and all negotiations for its settlement.

 

14 Personal Data, Privacy and Contacting you

14.1 The Jack & Jill Children’s Foundation will collect, store and use your personal data securely and in accordance with both the Data Protection Act 2003 and our Privacy Policy.

14.2 The Jack & Jill Children’s Foundation will collect your email address and phone number in order to update you about the progress of the Auction, and should you win, arrange payment and delivery of your Artwork.

14.3 In order to process your payment and arrange delivery of your Artwork, The Jack & Jill Children’s Foundation may take further details from you and share these with certain third parties. In each case the data will be treated in the same manner as paragraph 12.1.

14.4 The Jack & Jill Children’s Foundation and Incognito may provide you with regular updates by email indicating the current level of the bidding and news about your potential Artwork and the rest of the Parade.

14.5 You can opt-out of marketing emails via the unsubscribe link in every email.

14.6 All mails which relate to your use of the Website and your registration or Bid for an Artwork are not marketing emails and serve the purpose of keeping you informed of your transaction with the Auction.

 

15 Contacting us

15.1 You can contact The Jack & Jill Children’s Foundation and Incognito whenever you wish via the Contact Us form on www.incognito.ie – please ensure you make it clear your query relates to the Online Auction.

15.2 As the Online Auction and Incognito goes on, we will update Frequently Asked Questions (FAQs) on the Website so you may find your question is answered there.

 

16 Use of the website

16.1 The content of the Website is not intended for people under the age of 18. While none of the Artworks involve content which is of a purely Adult nature, the Website contains links to uncensored content such as twitter feeds and links to external sites like Facebook and Twitter where there may be content which could be considered offensive. If you allow your child to use your computer, it is your responsibility to determine whether any content on the Website is unsuitable for your child, and to control the child’s use of the computer accordingly. Please do not use the Website if there is any content that you find unsuitable.

16.2 You will not insert into or submit through the Website any viruses, Trojans or any other variation on type or version of software or malware that could have the effect of compromising the operation of the Website.

16.3 Excessive Use: you will not take any action that will impose an unreasonably large load on The Jack & Jill Children’s Foundation’s servers or systems.

16.4 You will not use any robot, spider or other device for the purpose of compiling information about the Artworks, or identities and attributes of other Users, or to recreate any portion of the Website.

16.5 Violation of Website Content: any violation by you of the Website content shall lead to the automatic termination of your right to access the Website.

16.6 The Internet is not a secure medium. However, we have put in place various security procedures as set out in these Terms and your User admin area is protected by your Username and Password, which you should never divulge to anyone else.

16.7 The Jack & Jill Children’s Foundation is not responsible for any third party websites you access using links from the Website.

16.8 We recommend that you check the terms and conditions and privacy policy of each website you visit and contact the owner or operator of each website if you have concerns or questions.

 

17 Confidentiality

17.1 Neither The Jack & Jill Children’s Foundation nor you shall use, copy, adapt, alter, disclose or part with the possession of any information or data of the other which is disclosed or comes into its possession directly or indirectly as a result of these Terms or Incognito, and which is regarded as confidential information (“Confidential Information”) without the prior written consent of the party disclosing the information, except where it is strictly necessary in order to allow the disclosing party to perform its obligations or exercise its rights under these Terms.

17.2 The receiving party shall not disclose any Confidential Information of the disclosing party to any other person other than the employees, professional advisors, and approved subcontractors of the receiving party on a “need to know” basis only and to whom disclosure is necessary for the performance of their duties to The Jack & Jill Children’s Foundation or you.

17.3 The duty of confidentiality shall not apply to Confidential Information that:

17.3.1 is known to the receiving party prior to receipt from the disclosing party;

17.3.2 is received from a third party without breach of any other confidentiality arrangements;

17.3.3 becomes public knowledge other than by breach of these confidentiality provisions or is independently developed by or for the receiving party; or

17.3.4 is required to be disclosed by any applicable law or by order of any court of competent jurisdiction or any government body, agency or regulatory body, to the extent of the required disclosure, provided that the receiving party shall use all reasonable endeavours to give the other party not less than two business days’ written notice of such disclosure.

17.4 The duty of confidentiality shall continue for six (6) years after the end of Incognito.

 

18 Data protection

18.1 The Jack & Jill Children’s Foundation is registered as a Data Controller under the terms of the Data Protection Act 1998 and we will comply with the Data Protection Act 1998 in processing any personal data relating to you.

18.2 By submitting any personal information (including, without limitation, your payment details) to us you consent to the use of information as set out in these Terms and the Privacy Policy. We reserve the right to amend or modify these Terms and if we do so we will post the changes on this page. It is your responsibility to check the Terms and Privacy Policy each time you submit information to us or place a Bid. Your continued use of the Website signifies your agreement to any such changes.

18.3 Please note that the data we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may also be processed by staff operating outside the EEA who work for us or one of our suppliers. Such staff may be engaged in, amongst other things, the fulfilment of your Artwork to you, the processing of your payment details and the provision of other support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with our Privacy Policy.

18.4 All information you provide to us is stored on our secure servers. Where we have given you (or where you have chosen) a password which enables you to access certain parts of the Website, you are responsible for keeping this password confidential.

18.5 The transmission of information via the Internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to this Website. Any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

 

19 Force Majeure

19.1 Neither you nor The Jack & Jill Children’s Foundation shall be liable to the other for any delay or non-performance of any obligations to the extent that such performance is interrupted or prevented by circumstances beyond your or The Jack & Jill Children’s Foundation’s reasonable control (as applicable) (“Force Majeure Event”).

19.2 To the extent delay is caused by a Force Majeure Event, such delay will not be a breach of these Terms, and the time for performance shall be extended by a period equal to the delay that is attributable to the Force Majeure Event.

19.3 If delay or failure caused by a Force Majeure Event continues for more than 10 (ten) business days then the party that has not been affected may, at its option, and if it is reasonable for it to do so, terminate the attempted sale of the Artwork in question with no liability to either you or The Jack & Jill Children’s Foundation.

 

20 General

20.1 Any failure or delay by you or The Jack & Jill Children’s Foundation to exercise any power or right under these Terms shall not operate as a waiver of any of them, nor shall a single or partial exercise of any such right or power prevent any other or further exercise of the right or power.

20.2 Any notices required to be given under these Terms shall be in writing and delivered by first class post to:

20.2.1 for The Jack & Jill Children’s Foundation, to The Jack & Jill Children’s Foundation, Johnstown Manor, Johnstown, Naas, Co. Kildare and

20.2.2 to you, to the address you provide upon registration, and it shall also be possible for notice to be given by electronic mail provided that a copy is also sent by post confirming the time and date on which such electronic message was sent.

20.2.3 Any notice served by first class post shall be deemed served at the start of the second business day after posting.

20.3 If any term or provision of these Terms or their application to any party or circumstances shall, to any extent, be invalid or unenforceable, the remainder of these Terms or the application of the term or provision to any other party or circumstances other than those as to which it is already invalid or unenforceable, shall not be affected, and each term and provision of these Terms shall be valid and enforceable to the fullest extent permitted by law. The parties shall negotiate in good faith to replace any invalid or unenforceable provisions by substitute provisions.

20.4 These Terms constitute the entire agreement between The Jack & Jill Children’s Foundation and you and supersede all prior oral or written communications, understandings, representations or warranties relating to the subject matter of the Terms. The Jack & Jill Children’s Foundation warrants to you, and you to The Jack & Jill Children’s Foundation, there has been no reliance on any such prior communications, understandings, representations or warranties in entering into these Terms.

20.5 The provisions of clauses intended to survive termination of these Terms shall continue in full force and effect thereafter.

20.6 Neither The Jack & Jill Children’s Foundation nor you shall be entitled to assign, sub-contract or otherwise transfer any rights or obligations under these Terms whether in whole or in part without the prior written consent of the other party (not to be unreasonably withheld or delayed), save that The Jack & Jill Children’s Foundation shall be entitled to assign its rights (in whole or in part) to any affiliated concern. The Jack & Jill Children’s Foundation shall also have the right to sub-contract its obligations under these Terms, provided that The Jack & Jill Children’s Foundation shall remain primarily responsible to you for all the acts and omissions of its sub-contractors as if they were the acts and omissions of The Jack & Jill Children’s Foundation.

20.7 No person who is not a party to this agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

20.8 No amendments to these Terms whether oral or written shall be binding on The Jack & Jill Children’s Foundation or you unless in writing and signed by you and The Jack & Jill Children’s Foundation.

20.9 The laws of Ireland shall govern these Terms, and any claims or disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Irish courts.