1. Services
1.1. MyThings (UK) Ltd operates a database of information relating to items of value. These items are identified as having been reported as lost or stolen or flagged for possible sale. These items may also be identified as having been reported as owned by finance companies or third parties. In addition MyThings (UK) Ltd searches other publicly available databases for information on such items. Together we call these databases the 'Databases'.
Trace Professional Search Service
1.2. Registration for the Trace Professional Search Service permits you to submit electronic files of your sales catalogue to MyThings (UK) Ltd by email whereupon the data contained in such files will be automatically searched against the Databases using sophisticated text matching technology.
1.3. In certain circumstances, MyThings (UK) Ltd will send you a report of a match between an item included on an electronic file submitted by you and an item on the Databases (a 'Match Report'). Match Reports will be sent to you by email, unless you notify us in advance that that you would prefer them to be sent by post or fax.
Trace Premium Search Service
1.4. The Trace Premium Search Service includes the Trace Professional Search Service described above.
1.5. In addition, the Trace Premium Search Service includes use of sophisticated visual matching technology in the searching process. It also provides the following services as selected by you:
· Detailed analysis of the results generated by the Trace Professional Search Service by a trained art historian;
· The provision of a full in-depth report based on this analysis;
· Telephone support from a trained art historian; and
· Referral to a recovery agency if required.
1.6. MyThings (UK) Ltd will use all reasonable efforts to provide you with the results of the Premium Search within two working days of receiving the electronic files in respect of the relevant sales catalogue.
1.6.1. Match Report
1.7. Under the Trace Professional Search Service, MyThings (UK) Ltd will send you a Match Report where:
i. the unique serial number ('USN') of an item on an electronic file matches the USN of an item on the Databases; or
ii. the text contained in a description of an item on an electronic file matches the text contained in a description of an item on the Databases, and the criteria set out in 1.9 have been satisfied.
1.8. In respect of the Trace Premium Search Service, MyThings (UK) Ltd will send you a Match Report where:
i. the USN of an item on an electronic file matches the USN of an item on the Databases;
ii. the text contained in a description of an item on an electronic file matches the text contained in a description of an item on the Databases, and the criteria set out in 1.9 have been satisfied; or
iii. the image of an item on an electronic file matches the image of an item on the Databases.
1.9. Where there is a match between the text contained in a description of an item included on an electronic file and the text contained in a description of an item on the Databases, the search results will be reviewed by a suitably qualified person. MyThings (UK) Ltd will only send you a Match Report if (a) the qualified person believes that there is a reasonable likelihood of a match of items on the basis of the amount of matching text; and (b) the Databases contain an image of the relevant item.
Trace Search Service
1.10. The Trace Professional Search Service and Trace Premium Search Service include access to MyThings (UK) Ltd 's basic "Trace Search Service" for individual searches and MyThings (UK) Ltd will enable you to set up an account to register for the Trace Search Service. Trace Search Service is provided subject to its own terms and conditions
2. Your responsibilities
2.1. In order for MyThings (UK) Ltd to be able to provide the Trace Professional Search Service, you will need to provide the electronic version of your sales catalogue to MyThings (UK) Ltd or, if you have an existing arrangement in place with Invaluable Limited ('Invaluable'), to Invaluable. All sales catalogues provided to Invaluable will be forwarded to MyThings (UK) Ltd automatically.
2.2. You should provide your sales catalogues in the electronic form notified to you by MyThings (UK) Ltd or Invaluable.
2.3. You will need to provide the electronic files in a reasonable time before the relevant sale, allowing
a. for the Trace Professional Search Service, a minimum of seven working days in respect of each sales catalogue submitted by you,
b. for the Trace Premium Search Service, a minimum of five working days in respect of each sales catalogue submitted by you
and in both cases a reasonable period following receipt of results from MyThings (UK) Ltd during which time you should carry out any further enquiries in respect of the results set out in the Match Report or the absence of reported matches as may be reasonably necessary
2.4. You are responsible for the accuracy and completeness of the contents of your catalogue. Searches undertaken will produce inaccurate results if the information you provide is incorrect.
3. Term and Fees
3.1. The subscription period for the Trace Professional Search Service and the Trace Premium Search Service is twelve months from the date of requesting the Service or the date of first submitting a sales catalogue.
3.2. MyThings (UK) Ltd has the right to terminate the services by written notice: (a) at any time by giving you a minimum of three months' notice; (b) immediately if you materially breach the terms of this agreement or any of it provisions (including without limitation any failure to pay MyThings (UK) Ltd the applicable fees when due); or (c) immediately if you suffer any insolvency event. You may cancel this agreement at any time by giving MyThings (UK) Ltd a minimum of three months' notice.
3.3. MyThings (UK) Ltd will notify you of the fees payable in respect of the Trace Professional Search Service and/or the Trace Premium Search Service when you sign up for the relevant service. Such fees will be based on your anticipated number of sales in the upcoming year, and where the number of sales is less than anticipated for that year, MyThings (UK) Ltd shall be entitled to increase the fees for the following year.
3.4. MyThings (UK) Ltd will issue an invoice upon completion of the search and/or report if applicable in respect of each sales catalogue.
3.5. The applicable fees will be payable within thirty days of your receipt of an invoice from MyThings (UK) Ltd.
3.6. If payment of any applicable fees is not made on time (without affecting MyThings (UK) Ltd 's rights under 3.2 above):
3.6.1. MyThings (UK) Ltd may suspend use of all services;
3.6.2. You will be liable to pay the full amount of the unpaid fees immediately; and
3.6.3. MyThings (UK) Ltd shall be entitled to charge you interest on any outstanding amount from the date on which the payment is due until it is actually paid, after as well as before judgment, at the rate of [6%] per annum above the base rate for the time being of Lloyds Bank Plc. Such interest shall accrue on a daily basis and be compounded quarterly.
3.7. MyThings (UK) Ltd shall be entitled to increase the applicable fees in relation to the Trace Professional Search Service and Trace Premium Search Service at the end of a subscription period and will notify you of any such increase not less than one month prior to end of the current subscription period.
4. Contents of Databases and Limits of Searching Process
4.1. The Databases consist of information provided by users and other third parties (including third party websites). The information on the Databases may therefore be incomplete, inaccurate or out of date.
4.2. Please note that the ability to search the Databases correctly is dependent on the accuracy of the information contained in the Databases and the data contained on the electronic files submitted by you. It is the responsibility of the user to provide sufficient data on the electronic files submitted. To the extent the user does not provide sufficient data, the ability of the Databases to show matching items may be limited.
4.3. Match Reports are only provided in the circumstances specified in Clause 1.4. MyThings (UK) Ltd may therefore fail to report a match where a match does in fact exist with an item on the Databases because an insufficient match of USNs, images or descriptive text is identified by the automatic search process.
4.4. The Trace Professional Search Service involves an automatic search and as with any automatic process, processing errors may occur. It also involves human input and judgment in determining the appropriate threshold for corresponding text in respect of an item and whether to report a descriptive text match, and therefore not all matches may be reported.
4.5. In relation to descriptive text matches, a suitably qualified person will set a threshold for the amount of matching text necessary for there to be a reasonable likelihood of a match of items. Such threshold will be based on the distinctiveness of the relevant text. To the extent that there is a match of items but the amount of matching text is not above the threshold, a match will not be reported.
4.6. As with all searches you remain responsible for undertaking proper enquiries relating to the origin and ownership of items included in your catalogues.
5. Disclaimers and Limits of Liability
5.1. The information contained in the Databases is not verified by MyThings (UK) Ltd. Therefore MyThings (UK) Ltd is unable to warrant that items listed in a Match Report are in fact lost, stolen or subject to finance, or that the information provided in respect of such items is accurate. The search and Match Reports are only intended as a tool to alert you to suspect items in relation to which further enquiries may be appropriate.
5.2. MyThings (UK) Ltd excludes liability and responsibility for any loss of whatever nature incurred by you as a result of your use of the Trace Professional Search Service or Trace Premium Search Service, other than where such loss is incurred as a direct result of MyThings (UK) Ltd 's negligent failure to provide a Match Report in respect of a match of the type described in Clause 1.4, provided that you are deemed at all times to be aware of the limits of the searching process identified in Clause 4 above and your obligation to allow sufficient time for the service and to conduct further enquiries.
5.3. Provision of false or inaccurate information in a Match Report or failure to provide a Match Report as a result of MyThings (UK) Ltds failure to verify information with the third party who provided it shall not be deemed negligence by MyThings (UK) Ltd.
5.4. MyThings (UK) Ltds liability for direct loss for breach of contract or negligence shall in no circumstance exceed £100,000.
5.5. MyThings (UK) Ltd is not responsible or liable for the availability or content of any third party websites, whether or not such websites are accessed through MyThings (UK) Ltds own website.
6. Dispute Resolution Procedure
6.1. If any dispute arises out of this agreement between you and MyThings (UK) Ltd, the parties will attempt to settle it by mediation in accordance with Centre for Dispute Resolution (CEDR) Model Mediation Procedure.
7. Notices
7.1. Any notice given under the agreement shall be sent to you by email at the email at the email address you have provided to MyThings (UK) Ltd when it shall be deemed received 2 working days after sending.
7.2. Notice given under this agreement shall be validly served if sent to the same address and by the same method as any reports under this agreement. Notices sent by fax or email will be deemed delivered on the working day after the day they were sent and postal notices shall be deemed delivered 2 working days after posting by first class post within the UK or 7 working days after posting by air mail outside the UK.
7.3. Notices to MyThings (UK) Ltd should be sent to 162-164 Finchley Road, London NW3 5HE, UK. MyThings (UK) Ltd will endeavour to revert to you within 7 working days when you have communicated by post.
8. Governing Law & Jurisdiction
8.1. This agreement shall be governed by and construed in accordance with the law of England and Wales and the place for the performance of this contract is England.
8.2. Any dispute arising out of or in connection with this agreement which MyThings (UK) Ltd cannot settle with you will be determined exclusively by the English courts unless you are based outside England or Wales in which case we may enforce our right to be paid in any appropriate court of local jurisdiction.