Please ensure you have read and understood these Buyer Terms and Conditions (“Buyer Terms”) before you place a bid or place an offer on the Lot as they set out the terms and conditions on which we make our online auction marketplace available to you (“you” or “Buyer” as applicable) and on which the Seller offers and sells the Lot. By registering to bid, by placing a bid or placing an offer on the Lot you acknowledge and agree that these Buyer Terms (together with the Invoice) create a legally binding contract for sale between you and the Seller for the sale of the Lot, and between you and us as regards your use of the Online Marketplace. 

We may amend these Buyer Terms from time to time. Every time you wish to place a new bid or offer, please check these Buyer Terms to ensure you understand the terms that will apply to that particular bid or offer, and if successful that purchase. If the changes are material, we will let you know by posting a notice on the Online Marketplace before changes go into effect, but note that these shall only be changes to the previous version of these Buyer Terms, not all versions.

As a condition of listing Lots or posting Auctions and/or Aftersales on the Online Marketplace, the Seller is required to offer and sell Lots via the Online Marketplace according to these Buyer Terms rather than the Seller’s own standard terms and conditions. The Seller may also offer and sell the Lot either in person, through its own platform (such as the Seller’s website) or on another online third party platform). Separate terms and conditions will apply to any method of sale outside the Online Marketplace. By placing a bid or offer on a Lot on the Online Marketplace, you agree that you will not bid or place an offer on a Lot via any other method. If you bid on or place an offer on the same Lot via another method of sale, these Buyer Terms will not apply to your bid/ offer or purchase and you should contact the Seller for the terms that apply to that potential transaction. We will not be able to assist you for any bids or offers placed outside the Online Marketplace. Please refer to Clause ‎14 of these Buyer Terms.

1.1. In these Buyer Terms, the following expressions have the following meanings:

“Aftersale” refers to the transactions that occur on the Online Marketplace after the official Auction has ended, involving Lots that did not sell during the Auction itself or in the event that a purchase of a Lot did not complete at an Auction;

“AML Obligations” means the due diligence obligations for Art Market Participants pursuant to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and its 2019 amendment;

“Auction” means the Seller’s auction hosted on the Online Marketplace, the title and date of which are listed on the Online Marketplace by the Seller, and may include Timed Auctions, Sealed Bid Auctions and Live Auctions;

“Buyer Terms” means these Buyer Terms and Conditions;

“Buyer’s Service Fee” has the meaning set out in Clause ‎9.1;

“Cancellation Period” has the meaning set out in Clause ‎13.4;

“Condition Report” means a report on the physical condition of a Lot prepared by the Seller;

“Costs” has the meaning set out in Clause ‎9.3;

“Delivery” means when the Lot is collected by or delivered to you, your representative or your shippers;

“Due Date” has the meaning set out in Clause ‎9.4;

“Entry” has the meaning set out in Clause ‎6.1;

“Estimate” means a statement of the Seller’s opinion of the range within which the Lot is likely to sell at Auction as set out in the Entry;

“Invoice” means the invoice which is issued to you by the Seller in respect of the Lot which incorporates these Buyer Terms;

“Hammer Price” means the bid accepted by the Seller for the sale of the Lot at Auction, pursuant to the Buyer and Seller Terms;

“KYC Documents” has the meaning set out in Clause ‎5.7;

“Limited Guarantee” has the meaning set out in Clause ‎6.4;

“Live Auction” means a webcast on the Online Marketplace of a traditional live Auction (which could be at the Seller’s premises) with an auctioneer physically present; 

“Location” means current location of the Lot or where the Lot shall be at Delivery as listed on the Entry unless another location is agreed between you and Seller after bidding completes;

“Lot” means a work of art, cultural object or decorative object offered by the Seller at the Auction or an Aftersale;

“Lot Closing” means the time at which bidding shall close for each Lot; 

“Online Marketplace” means the online auction marketplace Snoofa available at www.snoofa.com;

“Purchase Price” means the amount stated on the Invoice payable by you for the purchase of the Lot, including the Hammer Price (for Auction sales) or the final sale price for the Lot (for Aftersales), and artist resale royalties (if applicable). The Purchase Price is exclusive of Sales Tax, Costs, and the Buyer’s Service Fee;

“Reserve” means the minimum price at which a Lot may be sold as set by the Seller;

“Sales Tax” means any tax imposed on the sale of goods and services by a recognised governmental tax authority in relation to the sale of the Lot;

“Sealed Bid Auction” means a type of Auction hosted on the Online Marketplace where all bidders submit their bids privately online, without knowing the bids of other bidders;

“Seller” means any user who uses the Online Marketplace to publish Auctions and/or Aftersales and list, offer, market, and sell Lots. Sellers may include auction houses, dealerships, galleries, charities, and artists, but shall not include private individuals;

“Seller Terms” has the means the Terms and Conditions for Sellers;

“Timed Auctions” means a type of online only Auction taking place on the Online Marketplace where bidding takes place over a predetermined period, typically with a fixed start and end time set by the Seller; and

“we”/ “our”/ “us” means Snoofa Limited, a private limited company, registered in England and Wales, with registered address at Elm House, Llancayo Court, Usk, Monmouthshire, United Kingdom, NP15 1HY and company number 11994411.

2.1. The Online Marketplace is an online auction marketplace that allows Sellers to publish Auctions and Aftersales and list, offer, market, and sell Lots, and for bidders and Buyers to browse, bid on and buy Lots in a variety of formats, including Timed Auctions, Sealed Bid Auctions, Live Auctions, and Aftersales. 

2.2. The Online Marketplace is a means to facilitate Auctions and Aftersales for Sellers. We are not an online auctioneer. Sellers and Buyers who use the Online Marketplace are independent parties who act on their own behalf and are solely responsible for any transactions they may enter into through the Online Marketplace. Whilst we may help facilitate communication between you and the Seller, which is offered to ensure the smooth running of the Online Marketplace, Auctions and Aftersales only, we are not the agent or fiduciary of any party or for any reason (including in connection with the sale, purchase, payment, shipping, packing, storage, handling or dispute of any Lot) and we are not a party to any transaction that may occur between the Seller and you. 

2.3. We are not responsible for failure to comply with these Buyer Terms by the Seller and shall not be responsible for enforcing such Buyer Terms against the Seller. The Entry contains important information about the Lot as set out in Clause ‎6 of these Buyer Terms. This may include restrictions, requirements, or qualifications about the Lot, or its provenance, condition, age or significance, which shall be deemed incorporated with these Buyer Terms. It is important that you read the Entry carefully and raise any questions with the Seller, before deciding to bid or place an offer.

2.4. Sellers on the Online Marketplace may include well known artists and established galleries, dealers and auction houses specialising in mid-range to high-end works. We use reasonable skill and care to review and assess applicants to sell via our Online Marketplace, each of whom must meet our rigorous compliance requirements prior to registration. However, we do not review or conduct due diligence on each individual Lot listed on the Online Marketplace.

3.1. A contract for sale shall be formed automatically between you as the “Buyer” and the Seller when:

3.1.1. Auctions: at the time of Lot Closing, the Seller accepts a bid made by a bidder on the Online Marketplace; or

3.1.2. Aftersales: when the Seller accepts an offer placed by you on a Lot through the Online Marketplace.

3.2. If you are bidding or placing an offer on behalf of another party, both you and the third party are jointly and severally responsible for (i) compliance with these Buyer Terms and, if you successfully become the Buyer; (ii) payment of the Purchase Price, the Costs, Sales Tax (if applicable) and any other sums due to the Seller; and (iii) payment of the Buyer’s Service Fee to us. 

4.1. Title to the Lot shall pass to you on the date at which both we (in respect of the Buyer’s Service Fee) and the Seller (in respect of the Purchase Price and any other sums due to the Seller) have been paid in full by you. 

4.2. Risk in the Lot shall pass to you on Delivery.

5.1. We offer a wide range of services through the Online Marketplace, some of which have additional eligibility requirements. To bid, place an offer and/or purchase a Lot through the Online Marketplace, you will need to create an account. You must meet all applicable eligibility requirements below and comply with and complete the registration process.

No Registration

5.2. If you do not register for an account on the Online Marketplace you will only be able to: (i) browse un-personalised feed; (ii) view publicly available information of the Seller and their current and upcoming Auctions, Aftersales and Lots; (iii) browse Auctions/Aftersales and Lots; (iv) view streams of Live Auctions; (v) share Auctions, Aftersales, Lots or Seller pages on your social media platforms or by email; and (v) sign up with email, Google or Facebook to receive newsletters or other updates.

Basic Certification

5.3. To participate in an Auction or Aftersale, you must register on the Online Marketplace and achieve ‘Basic Certification’. To complete this level, you must create a password and provide: (i) your name and email address; (ii) your telephone number; (iii) your billing address; and (iv) your delivery address. You will also need to verify the email address you provided when you first registered on the Online Marketplace. Each of these details will be verified, either by us directly or using third party software, or in the case of verifying your billing address, by Stripe, Inc. For more details on Stripe, Inc, please see here. Please review the Privacy Notice available on the Online Marketplace for more information.

5.4. You will not be charged a registration fee for Basic Certification. Basic Certification enables you to bid or place offers on items under a spending limit set in our discretion, which will be notified to you on the Online Marketplace.

Advanced Certification

5.5. AML Obligations may require us, to request identification documents for Buyers and to identify the source of funds used for the purchase of Lots over 10,000 Euros (or its equivalent currency) either as one Lot of a group of Lots together.

5.6. In order to perform our AML Obligations, we may require you to apply for Advanced Certification in the event that you (i) bid or place an offer on a Lot and the value (either the offer, bid, Estimate or Reserve) exceeds the threshold; or (ii) bid or place offers on multiple Lots over the course of the most recent calendar year and the cumulative value of the Lots (either the respective offers, bids, Estimates or Reserves) exceeds the threshold.

5.7. In order to obtain Advanced Certification, you must provide (i) proof of your address (e.g. a utility bill dated in the last three months); (ii) proof of your identity (e.g. a copy of your passport or driving licence) (together “KYC Documents”) and you will be required to verify your identity by live photo (selfie). However, from time to time, to perform our AML Obligations, we may need to conduct enhanced due diligence to take account of the greater potential for money laundering or terrorist financing in higher risk cases, including in respect of PEPs, and bidders/Buyers established in high-risk third countries. This may require us to obtain, and where appropriate verify, additional information on you and any beneficial owner, or obtaining information on the source of fund or source of wealth.

5.8. If you are bidding or placing an offer as agent on behalf of another party, you agree to disclose this fact to us and to provide such information as we require to enable us to complete our AML Obligations on that third party.

5.9. By performing our AML Obligations, we may be required to process your Sensitive Personal Data (as defined in the Privacy Notice). Please review the Privacy Notice available on the Online Marketplace to understand how we will process Sensitive Personal Data. We will not use this information for any other purpose.

5.10. If in our opinion you do not satisfy our Online Marketplace registration or where we are unable to perform our AML Obligations to our satisfaction we may: (i) refuse to register you on the Online Marketplace; (ii) delete your account; or (iii) cancel the sale, and we shall not be liable for cancellation as a result of inadequate or insufficient information.

All Registrations

5.11. By registering for any type of account listed above, you are declaring that you are at least 18 years old and that you consent to us processing Personal Data pursuant to Clause ‎19 of these Buyer Terms and the Privacy Notice, which sets out how we protect your Personal Data and Sensitive Personal Data. You hereby acknowledge and agree that, depending on the Seller’s access levels, the Seller may, in addition to the amount you bid, see certain Personal Data (including your name, email address and the time at which the bid/offer was made, your delivery address, and phone number).

5.12. You should ensure that you register well in advance of an Auction or Aftersale start date as the registration process is not instant and it may take time to fully set up your account.

5.13. Once you have registered, you should keep your account details strictly confidential and not permit any third party to access your account as you will be liable for any and all bids, offers and/or purchases made via your account.

6.1. The relevant Auction or Aftersale will contain an entry for each Lot (“Entry”). Entries are prepared by the Seller and will typically contain:

6.1.1. photographs of the Lot;
6.1.2. a description of the Lot;
6.1.3. title, provenance and date of creation (if the Lot is a contemporary artwork, the date is when the Lot was physically produced or the date it was conceived);
6.1.4. approximate dimensions, weight, medium and materials, frames, mounts or stands, fixings;
6.1.5. any requirements for mounting or installation, any maintenance requirements (if applicable);
6.1.6. number of works in an edition (if applicable);
6.1.7. any ancillary objects and/or materials;
6.1.8. if the Lot is a digital artwork then any specific software or hardware specifications (including minimum versions of the same), memory, band-width, internet or connectivity speed, or any other equipment, machinery, power supply or other service beyond what would be reasonably expected of a residential household;
6.1.9. the Location; and
6.1.10. whether or not artist resale royalties are payable on the Lot. 

6.2. It is critical that you review the Entry prior to placing a bid or an offer, as the different factors (such as dimensions, weights and Location), may have an impact on Costs and Sales Tax (if applicable) pursuant to Clause ‎9 and ‎10. You should also consider whether there are any restrictions on export and/or import of the Lot, seeking specialist advice where necessary. The Seller may allow you to inspect the Lot in person, and subject to Clause ‎14, you should contact the Seller directly to arrange inspection or ask any questions you have about the Lot, using the contact details listed by the Seller on the Online Marketplace.

6.3. Pursuant to the Seller Terms, the Seller agrees not to amend the Entry after the Lot goes live at Auction or an Aftersale, unless the Seller is correcting an error. In the event of such a correction, where you have placed a bid or offer on the Lot, you will receive an automatic notification to alert you of the change via the Online Marketplace and in the event it is a material change, you shall be entitled to revoke the bid/offer.  

6.4. From time to time, the Seller may offer a limited guarantee. Any words that are in the “Limited Guarantee” section of the Entry for Lot are guaranteed by the Seller as to their accuracy (“Limited Guarantee”). In this event, the Seller shall set out the timeframe for the Limited Guarantee on the Entry. If you are the original Buyer, you may have the right to cancel the purchase subject to and in accordance with the conditions set out in Clause ‎13.3; provided that you demonstrate (within the relevant timeframe) to the Seller’s satisfaction, acting reasonably, that the Limited Guarantee is false. Any warranties, representations, undertakings given by the Seller, including the Limited Guarantee, do not extend to subsequent buyers of the Lot and cannot be relied on by a third party or subsequent buyers.

6.5. We are not responsible for researching and conducting due diligence on each individual Lot nor for ensuring the Entries accurately describe the Lot. We shall not be responsible for any missing or incomplete information in the Entry. You shall be responsible for familiarising yourself with the information contained in the Entry and to raise any queries in advance with the Seller, prior to placing a bid or an offer. 

6.6. While the Seller agrees under the Seller Terms to make every effort to accurately describe the Lot in the Entry, except where expressly guaranteed by the Seller pursuant to Clause ‎6.4: 

6.6.1. neither we nor the Seller make any representation or warranty, orally or in writing, express or implied (other than those which cannot be excluded by law) pursuant to Clause ‎17.2;
6.6.2. any statements and representations made by either us or the Seller represent our and the Seller’s opinion of the Lot only and are for information only, and cannot be relied upon as a guarantee;
6.6.3. the Lot is sold “AS IS” and you acknowledge that every imperfection that exists will not be described, whether or not the Seller has provided a condition report, and the sale of the Lot is not a sale by description;
6.6.4. condition reports may be provided to you as a courtesy by the Seller but are for information only;
6.6.5. all dimensions and weights listed in the Entry about a Lot are approximate only; and
6.6.6. illustrations and photographs of any Lots are for identification purposes only. A photograph or illustration may not reflect an accurate reproduction of the colour(s), all angles of the Lot, all pertinent details of the Lot or the true condition of the Lot, nor may it be used as precise indications of size. Individual computer monitors may also display colours differently, we are not responsible for the colour accuracy of any Lots displayed on the Online Marketplace, and both we and the Seller disclaim all liability in this regard.  

6.7. The Lots should always be handled carefully by those with the necessary expertise. Due to the fragility of certain Lots, you are encouraged to seek specialist advice on the appropriate hanging, installation and ongoing conservation or safekeeping for the Lot, including any maintenance, mounting or installation instructions provided by the Seller. 

7.1. Sellers may choose between the following different Auction formats on the Online Marketplace:

7.1.1. Timed Auctions: The Seller shall list the date and the start/end of a Timed Auction on the Online Marketplace and may set bidding increments in its discretion. You may only place bids over a defined period and you will only be able to view the highest current bid.
7.1.2. Live Auctions: The Seller shall list the date and start time of a Live Auction on the Online Marketplace and may set bidding increments in its discretion. The Seller will stream the Live Auction on the Online Marketplace. Live Auctions can take one of two different formats: (i) either you will be able to bid in real time during the stream; or  (ii) you can submit pre-bids before the Auction goes live and we shall pass any collected pre-bids to the Seller by the deadline set in the Seller’s discretion before the Live Auctions starts and which shall be notified to you on the Entry.
7.1.3. You acknowledge and agree that the Lot may be available on other channels, and the Seller may accept bids by third parties outside of the Online Marketplace (such as in person bids and bids submitted through other online third party platforms). If you submit a bid on the Lot in person or through another online third party platform, these Buyer Terms shall not apply.
7.1.4. Sealed Bid Auctions: In the event of a Sealed Bid Auction, you shall select the maximum amount you would like to bid on the Online Marketplace. You will not be notified on whether or not you are the highest bidder, how your bid compares to those submitted by third parties, or whether you are outbid. You may elect to increase your bid at any time while the Lot is still open for bidding. 

7.2. In most Auctions, an Estimate will be set out in the Entry. Estimates are an expression of the Seller’s opinion of the expected Hammer Price for the Lot; an Estimate should not be relied on as an estimate of value nor an indication of the actual Hammer Price. 

7.3. Lots at Auction may be offered subject to a Reserve below which the Lot will not be sold. The level of the Reserve shall be confidential between the Seller and us, but it will not be higher than the low Estimate.

7.4. Bid sniping (such as watching an Auction and placing a winning bid at the last possible moment giving others no time to outbid), whether manual or automated, is strictly prohibited on the Online Marketplace. Any attempt at bid sniping will automatically extend the relevant Auction time (at the discretion of the Seller) and without prejudice to any other right or remedy of ours and/or the Seller, may result in your access to the Online Marketplace being suspended or revoked.

7.5. Unless otherwise set out in Clause 7.1.2, bids may only be submitted whilst the Auction is open, the dates and time of which shall be listed by the Seller on the Online Marketplace. Please note for Timed Auctions, the Seller will accept the highest bid, however, for Sealed Bid Auctions and Live Auctions, the Seller has discretion over which bid to accept (if any). Please review Clause ‎13 to understand the circumstances in which either we or the Seller may cancel or refuse to accept a bid.

7.6. The Lot Closing marks the acceptance of the bid and identifies the Hammer Price of the Lot. You will be notified via the Online Marketplace and by email (where you have set your preferences to receive notifications by email) if your bid is successful.  

7.7. If your bid has been accepted, the bid is final and you shall not be able to or authorised to, under any circumstances, amend, retract or revoke your bid or attempt to do so.

8.1. If a Lot is unsold at Auction, the Seller may elect to offer the Lot for sale at an Aftersale. The Seller shall list the start and end date for the Aftersale on the Online Marketplace.

8.2. In the event of an Aftersale, the Seller will typically list the guideline value in the Entry. This value may be based on the previous Reserve or Estimate of the Lot when it was offered at Auction. 

8.3. You may only place an offer on the Lot via the Online Marketplace and only while the Aftersale is live. Upon receiving offers, the Seller will decide which offer (if any) to accept in its discretion. You hereby acknowledge and agree that the Seller will not necessarily accept the highest bid. You will not be able to view other offers made by third parties, nor how your offer ranks in comparison to a third party offer. Once an offer is accepted by the Seller, you will no longer be able to place offers on the Lot.

8.4. You will be notified via the Online Marketplace and by email (where you have set your preferences to receive notifications by email) whether or not your offer is successful. If your offer is accepted by the Seller, the Seller shall conclude a sale of the Lot by private treaty and pursuant to the Buyer Terms.  

8.5. Once your offer has been accepted, your offer is final and you shall not be able to or authorised to, under any circumstances, amend, retract or revoke your offer or attempt to do so.

9.1. If your bid or offer is accepted, we will automatically charge, the card you registered on using Stripe, Inc, a Buyer’s Service Fee which shall either be of 5% on the Hammer Price of each Lot (in the context of Auctions) or 5% of the successful offer you made on a Lot (in the context of Aftersales), plus Sales Tax where applicable (“Buyer’s Service Fee”). It is of critical importance that you ensure that you have readily available funds to pay the Buyer’s Service Fee on the card you registered with before making a bid or placing an offer for the Lot. Please refer to Clause ‎‎11 which addresses late and nonpayment of the Buyer’s Service Fee. Notwithstanding this, if the Buyer’s Service Fee amounts to less than 0.3 GBP (or its equivalent in another currency), we shall waive the Buyer’s Service Fee. 

9.2. Provided we have received the Buyer’s Service Fee (if applicable) pursuant to Clause ‎9.1, the Seller will contact you directly to discuss Delivery and payment for the Lot. You shall be required to communicate with the Seller in good faith providing all necessary information to arrange, promptly and without delay, Delivery of the Lot, and even if you fail to do so, you are still required to purchase the Lot.

9.3. Upon your bid/offer being accepted, unless otherwise agreed with the Seller, you are responsible for making sure the Lot in insured. Unless you agree otherwise with the Seller, it is your responsibility to arrange Delivery of the Lot and pay all costs of packing, crating, shipping, insurance (together the “Costs”)  and any applicable import tax, duties and tariffs and any other taxes, duties or charges that may apply on the import and/or the export of the Lot, directly to the relevant third parties (such as shippers). Our services do not include storage, packing, crating, shipping, or delivery of the purchased Lot to you. If the Seller has agreed to arrange Delivery on your behalf, the Seller will include the agreed Costs on the Invoice and these Costs shall be payable by you to the Seller. You acknowledge and agree that you cannot renege on a sale of the Lot in the event you fail to arrange packing, shipping, import and/or export of the Lot or where you consider the Costs or Sales Tax too high. 

9.4. The Seller will issue the Invoice which will set out the Purchase Price and Sales Tax (if applicable and pursuant to Clause ‎10), and if the Seller has agreed to arrange Delivery of the Lot on your behalf, the Invoice shall also list the Costs. You shall pay the amounts listed on the Invoice directly to the Seller in accordance with the due date listed on the Invoice (“Due Date”). Payment instructions will be provided on the Invoice and will be in the currency of the Auction or Aftersale (as applicable). Any transfer fees or currency costs in converting the amount into the relevant currency will be borne by you. You acknowledge that exchange rates may fluctuate and assume sole risk arising out of such fluctuations. Please contact us in writing at sarah@snoofa.com if you have not heard from the Seller within [7] days of notification that your bid or offer was successful.

9.5. Due to the rise in cyber-attacks, you should confirm with the Seller by telephone that the details on the Invoice are correct and have not been intercepted before sending electronic payments as neither we nor the Seller shall be liable if payment instructions are intercepted, and payments do not reach the Seller. The Seller will list its contact details on the Online Marketplace. We are not liable in the event that the Seller has provided incorrect contact details when publishing the Auction or registering for an account on the Online Marketplace. 

9.6. The Seller shall retain possession of the Lot at the Location until Delivery and shall not release the Lot to you until: (i) we receive the Buyer’s Service Fee; and (ii) the Seller receives the full Purchase Price and any other sums due by you in cleared funds (which may include Sales Tax and Costs). We shall use reasonable endeavours to ensure that the Seller releases the Lot to you at the time and date agreed with you (provided we have received the Buyer’s Service Fee and the Seller has received the Purchase Price and any other sums due in cleared funds). In the event that the Seller refuses to release the Lot on the agreed date, we shall not be obliged to commence legal proceedings, take any action or incur any costs on behalf of you, however, we may in good faith assist with communications with the Seller. We shall not be liable for any damaged or lost Lots or delays to Delivery.

9.7. Unless you have agreed with the Seller that the Seller will arrange Delivery on your behalf, all Lots must be collected from the Seller as notified to you post sale and, in any case, within [X] days of the sale. The Seller shall be entitled to charge storage and handling fees in relation to Lots left uncollected after that date. In the event that the Lot remains uncollected for a period of 90 days after notification pursuant to this Clause, the Seller shall have the right to do any of the following: (i) deliver the Lot to your last known address (at your cost); (ii) arrange for the Lot to be stored at a third party storage facility solely at your cost; (iii) exercise all the rights and remedies of a person holding security over any property in their possession owned by you, whether by way of pledge, security interest or in any other way as permitted by the law of the place where such Lot is located. You will be deemed to have granted such security to the Seller and the Seller may retain the Lot as collateral security for your obligations to the Seller; and (iv) sell the Lot by any method the Seller may deem appropriate in its discretion in order to cover outstanding fees, expenses, storage or transit costs. Any remaining amounts shall be paid to you, which may be by cheque sent to your last known address.

9.8. Unless you have agreed otherwise with the Seller, it is your sole responsibility to comply with all export and import regulations relating to your purchase of the Lot and also to obtain any relevant export and/or import licence(s). You acknowledge and agree that laws, regulations, import requirements, and taxes relating to artworks differ greatly between different jurisdictions. You are encouraged to seek professional advice in the destination country prior to bidding on the Lot (if applicable).

10.1. It is your responsibility to check the Location on the Entry, as Sales Tax may apply if you are located in the same country as the Lot. In the event the sale attracts Sales Tax, any sales tax will be determined by the Seller and added to the Invoice, and shall be payable by you to the Seller in addition to the Purchase Price. It is your responsibility to check the Location prior to making a bid and to notify the Seller in advance in the event that you are bidding on a Lot that is in the same jurisdiction as you. Any queries relating to Sales Tax, please contact the Seller directly. We shall not be liable for any delays to completing the sale due to the sale attracting Sales Tax. 

11.1. If you fail to pay the Purchase Price in full (together with any sums due) by the Due Date, or if we are unable to automatically charge you the Buyer’s Service Fee due, then the Seller and/or we shall be entitled to charge interest on the overdue amount at the rate of 3% per annum above the Bank of England on sums due respectively to the Seller or us from time to time.

11.2. Notwithstanding the Seller’s and our right to charge interest, both we and the Seller shall also be entitled, in addition to enforcing any legal rights and remedies that the Seller and we may have (including issuing legal proceedings against you) to cancel the sale of the Lot to you and the Seller shall be entitled to re-sell the Lot on the Online Marketplace. In the event that either we or the Seller cancel the sale and the Seller re-sells the Lot, you shall still be liable (i) to us for any shortfall between the Buyer’s Service Fees and the Buyer’s Service Fee from any resale; and (ii) to the Seller for any shortfall between the Purchase Price and the proceeds from any resale; and (iii) to both us and the Seller for any and all costs, expenses, losses, damages and legal fees incurred by either us or the Seller as a result of your failure to pay the sums due. 

12.1. You warrant, represent and undertake to us (as applicable), at the time of registration and in respect of each bid and/or offer that you make, that: 

12.1.1. you are at least 18 years old and legally authorised to enter into a contract to purchase the Lot, or if acting on behalf of someone else, you are duly authorised to enter into a contract to purchase the Lot on their behalf in accordance with these Buyer Terms;
12.1.2. you are not bidding or placing offers on behalf of the Seller or otherwise knowingly connected to the Seller;
12.1.3. while you agree that the Lot may be available across a number of different methods in addition to the Online Marketplace, you will not bid or place an offer on a Lot via any other method other than through the Online Marketplace (such as in person, directly through the Seller’s online platforms or via a third party online platform);
12.1.4. you will not place or permit to be placed any bids on any Lots in any Auction by way of bid sniping;
12.1.5. the funds used to bid, place an offer on, and/or to purchase the Lot are not connected with or derived from any criminal activity, including without limitation tax evasion, money laundering or terrorist financing;
12.1.6. neither you nor, where you are acting as authorised agent, or your principal are the subject of any investigation, have been charged with or convicted of money laundering offences, terrorist activities or other crimes and subject to sanctions in the UK, US, EU or in any other jurisdiction the Seller is subject to;
12.1.7. all information you provide to us at registration or otherwise, is true and accurate in all respects;
12.1.8. you acknowledge, agree and understand your responsibilities relating to payment, shipping, Sales Tax, Costs, import and export (as set out in Clauses ‎9 and ‎10); and
12.1.9. you shall tell us as soon as you become aware of or have reason to suspect that any of your warranties, representations or undertakings above are, or may become, untrue.

13.1. Where we reasonably believe that completing the transaction is or may be unlawful or places us or the Seller under any liability to anyone else or may damage our reputation, or the source of funds may be linked to criminal activity, or we consider that you have breached these Buyer Terms or the Seller has breached the Seller Terms, then we reserve the right, without liability to you, to: (i) investigate suspected violations; (ii) limit, suspend, or terminate your (or the Seller’s) account and access to the Online Marketplace; (iii) assess fees and recovery of expenses for monitoring and enforcement; (iv) suspend, remove, edit and/or not display Lots or Entries; (v) cancel pending transactions, bids or offers; and (vi) take technical and/or legal steps to prevent you (or the Seller) from using the Online Marketplace. We may offer a process allowing users to report claimed violations for us to consider and handle through one or more of these options, all in our sole discretion.  

13.2. From time to time, different banks may place temporary restrictions on the ability to accept funds from certain jurisdictions, which is outside of our control. Both we (in respect of the Buyer’s Service Fee, and the Seller in respect of the sums listed on the Invoice) therefore may be unable to accept payment from you in the event that either you or the funds you are seeking to transfer to us (in settlement of the Buyer’s Service Fee) or to the Seller (in settlement of the Invoice) are located in one of the jurisdictions set out on The Financial Action Task Force (FATF) list available at https://www.fatf-gafi.org/en/countries/black-and-grey-lists.html (which may be updated from time to time). Prior to bidding or placing an offer on the Lot, you should satisfy yourself that neither you nor the funds used to settle the Buyer’s Service Fee or the Invoice fall under the remit of this list as neither we nor the Seller will be liable to you in the event that we or the Seller are required to cancel the sale. 

13.3. Where the Seller has offered a Limited Guarantee, subject to Clause ‎13.3.1 and ‎13.3.2 below, if the original Buyer demonstrates to the Seller’s satisfaction acting reasonably that the Limited Guarantee is false within the relevant timeframe, then the Buyer’s sole and exclusive remedy is to cancel its purchase and receive a refund of the Purchase Price and the Buyer’s Service Fee from the Seller, provided that:

13.3.1. the Buyer provides full details and evidence of its assertion that the Limited Guarantee is false; and
13.3.2. the Buyer has returned to the Seller the Lot in accordance with the return shipping provisions in Clause ‎13.5 and in the same condition as the Condition Report provided at Delivery by the Seller.

13.4. In the event that you are a Consumer pursuant to the EU Consumer Rights Directive and habitually reside in the UK or European Union, and the sale qualifies as a “distance sale”, the Seller acknowledges that you have the right to cancel the purchase without cause at any time up to the end of fourteen (14) calendar days after the date that the Lot is made available for Delivery (the “Cancellation Period”). Our services do not include arranging cancellations and returns between you and the Seller and you acknowledge that you shall be responsible for directly contacting the Seller of your decision to cancel by a clear statement (e.g. a letter sent by post or email), before the Cancellation Period expires. A model cancellation form is set out below for your correspondence with the Seller. If you cancel the sale during the Cancellation Period, the Seller acknowledges that it will reimburse the Purchase Price and the Buyer’s Service Fee without undue delay, and no later than (i) fourteen (14) calendar days after the Seller has received the Lot; or (ii) (if earlier) fourteen (14) calendar days after the date you provide evidence to the Seller that the Lot has been shipped. We shall be under no obligation to refund you any sums and the Seller agrees it is solely responsible for refunding you the Buyer’s Service Fee.

13.5. You must ship the Lot or hand deliver it back to the Location, without undue delay and in any event no later than fourteen (14) calendar days from the day on which you notify the Seller of cancellation. You shall bear the cost of returning the Lot, including any shipping, packing, insurance and import duties incurred as a result of the return. You are liable for any diminished value of the Lot if handling of the Lot went beyond what was necessary to establish the nature and characteristics of the Lot. If the Lot is returned damaged, the Seller shall be entitled to deduct from the refund a reasonable amount for the cost of repair or loss in value resulting from such damage. 

14.1. You and the Seller hereby agree that any transaction initiated on the Online Marketplace may not be taken offline. While you may contact the Seller to arrange inspection, payment, Delivery and cancellation, as well as to address any queries relating to Sales Tax or the Lot generally and such communications shall occur off the Online Marketplace (for example by email or phone call), you agree that you shall not, and shall instruct your employees or consultants (if applicable) not to, communicate directly or indirectly with the Seller, to negotiate the sale of the Lot off the Online Marketplace. 

15.1. You do not acquire any copyright and other intellectual property right in the Lot. You shall not obtain any licence or other rights to publish, disseminate or reproduce the Lot, or any materials relating to the Lot (e.g. images, documents, descriptions) created or produced by us or other parties, including the Seller, other than for private use.

16.1. We have set out our liabilities with respect to connectivity and technical issues in the Website Terms of Use, available here. Please note that whilst we try to ensure that the Online Marketplace is accessible at all times, access may be suspended temporarily and without notice in the case of system failure, maintenance or repair, or for reasons beyond our control. We also do not guarantee the speed, accuracy or quality of any content (including communications and notifications) on the Online Marketplace. You may experience technical problems in bidding or placing and offer for a Lot which are beyond our reasonable control such as firewalls, loss of internet connection or other technical issues with the bidding software that we use or your own device. Whilst we will endeavour to fix any technical problems that occur on the Online Marketplace as quickly as possible, we will not be responsible to you for any errors or failures to execute bids or offers, or for any errors or omissions in online bidding, including, without limitation, errors or failures caused by any loss of connection or faults with our bidding software or the Online Marketplace. 

16.2. Except where the Seller is offering the Lot at auctions or for sale on other third party platforms or via their own platform or in person in their premises (for example Live Auctions), our final record of bids accepted by us will be taken as absolute and final in all disputes and our record of sale will prevail in the event of a discrepancy between any online records or messages provided to you. In the event the Seller is accepting offers and/bids through other methods that are in additional to the Online Marketplace, we shall have no oversight over the bids and/or offers outside the Online Marketplace, and disclaim all liability in this regard and the Seller shall hold the final record of bids.

17.1. Nothing in these Buyer Terms limits or excludes our or the Seller’s liability for: (i) death or personal injury caused by negligence; or (ii) fraud or fraudulent misrepresentation. 

17.2. Save for any Limited Guarantee which is guaranteed by the Seller only, neither we nor the Seller  give any representation, warranty or guarantee or assume any liability of any kind in respect of the Lot’s merchantability, fitness for purpose, quality, description, condition, authenticity, rarity, importance, provenance, history, value, marketability or historical relevance and save for where Clause ‎17.7 applies, both we and the Seller exclude any liability for breach of any term, warranty or condition which may be implied by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982.

17.3. While have no knowledge as to, or responsibility for, the legality of Lots. You should not pre-suppose that all Lots are lawfully sold in the relevant jurisdiction and advise that you obtain professional advice prior to bidding on or placing an offer on a Lot. We do not accept any responsibility to protect you from any illegality arising from your purchase or use of the Lots.

17.4. Neither we nor the Seller are liable for the statements, data, information and opinions of others and/or those set out in the Condition Reports or authenticity certificates (if applicable) or previous sales records for the Lot (if applicable) or those of either ours or the Seller’s representatives or employees; nor for any deterioration of the Lot after the Auction or Aftersale and in circumstances where you fail to comply with any reasonable instructions on the handling, safekeeping or maintenance of the Lot. 

17.5. Neither we nor the Seller shall be liable for any loss of profits, loss of business, goodwill, loss of anticipated savings or for any special, indirect, incidental, or consequential loss, costs, damages, charges or expenses to the fullest extent permitted by law. 

17.6. Notwithstanding the above, (i) if we are found to be liable to you, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with these Buyer Terms, shall be limited to the Buyer’s Service Fee (ii) ) if the Seller is found to be liable to you, the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with these Buyer Terms, shall be limited to the Purchase Price.

17.7. If the Buyer is a Consumer neither we nor the Seller shall be liable for any loss or damage that is not foreseeable (loss or damage is foreseeable if it is an obvious consequence of either our or the Seller’s breach or if it was contemplated by us or the Seller (as appropriate) and the Buyer at the time the contract was entered into.

18.1. We do not endorse and are not responsible for the services, policies, conduct, performance or non-performance of any Buyer or Seller or other third party service, even if recommended by us or otherwise made available through the Online Marketplace. You must resolve any dispute you have with any Seller or third party directly with that party. We may attempt to help you resolve such dispute in good faith, but are not required to do so. We will not make judgments regarding legal issues or claims. 

19.1. You acknowledge and agree that you may be provided (directly or indirectly) with the personal details of the Seller, which may constitute Personal Data and in some cases, Sensitive Personal Data (as defined in the Privacy Notice) such as names and contact details of the Seller for the purposes of arranging payment for and Delivery of the Lot. You shall not disclose this Personal Data to a third party unless otherwise required by law, or where permitted under these Buyer Terms. You agree that you shall at all times comply with our Privacy Notice available here and shall not by act or omission do or cause to be done anything that may put us in breach of our data protection obligations. 

19.2. Where we obtain any Personal Data about you we shall only use it in accordance with the terms of our Privacy Notice, which shall include reporting to third parties on the Online Marketplace’s performance, and any additional specific consent(s) you may have given at the time your information was disclosed. You further agree that the bidding data and communications between you and us will be processed by us in accordance with the Privacy Notice. However, pursuant to Clause ‎5.9 any Personal Data obtained to fulfil our AML Obligations, shall not be used for any other purpose. Please see our Privacy Notice for more information. 

19.3. In the event that we sell the business to a third party or in the event of a change of ownership, sharing of the Personal Data (of both you as a bidder and Buyers) to the buyer of the business may be necessary for our legitimate interest in selling the business. In such an event, we will ensure that the buyer agrees that they can only use the Personal Data for the purposes for which it was originally collected and in accordance with the applicable data protection laws and that consent must be sought if the Personal Data is to be used for a different purpose.

19.4. We will ask for your express consent (via a tick box when you register as a bidder on the Online Marketplace) upon registration, for us to share your Personal Data with the Seller. The Seller may either have client anonymisation enabled or disabled in their account. You will not be notified which access the Seller has. If the Seller has client anonymisation disabled, upon you submitting a bid or placing an offer, the Seller will be able to view certain Personal Data (defined in the Privacy Notice) including, the value of the bid/ offer, the time at which the bid/offer was made, and your first and last name and delivery address, and phone number. Pursuant to Clause ‎5.11, if the Seller has client anonymisation enabled, upon you submitting a bid or placing an offer, the Seller will be able to view the value of the bid/ offer, the time at which the bid/offer was made, but they will not be able to view any other information, except where you successfully previously purchased a Lot from the Seller via the Online Marketplace. If you are the Buyer, your name and contact details will be supplied to the Seller, and this disclosure is necessary for the performance of the contract (namely in order for you and the Seller to arrange payment for and the Delivery of the Lot). You acknowledge and agree that, while the Seller agrees pursuant to the Seller Terms to process this personal data in accordance with our Privacy Notice, we shall not be responsible in the event that the Seller breaches the terms of the Privacy Notice.  

20.1. These Buyer Terms and the documents referred to in it constitute the entire agreement and understanding of the parties (which shall include the Seller) and supersede any previous agreement between the parties relating to the subject matter of these Buyer Terms.

20.2. If a court finds that any part of these Buyer Terms is not valid, or is illegal or impossible to enforce, that part of these Buyer Terms will be treated as being deleted, and the rest of these Buyer Terms will not be affected.

20.3. No variation of any of the terms of these Buyer Terms shall be valid unless it is in writing and signed by or on behalf of each of the parties hereto. 

20.4. You may not grant a security over or transfer your rights or responsibilities under these Buyer Terms unless we have given our written permission. These Buyer Terms will be binding on your successors, estate and anyone who takes over your rights and responsibilities. Nothing in these Buyer Terms, express or implied, is intended to confer on any person, other than you, the Seller and us, any rights or remedies under or by reason of these Buyer Terms.

20.5. No failure or delay to exercise any right or remedy provided under these Buyer Terms shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20.6. Any notice pursuant to or in connection with these Buyer Terms shall be in writing and delivered by hand or by post to: (i) our registered office or by email at info@snoofa.com if relating to your day to day use of the Online Marketplace; (ii) if in respect to a potential purchase of a Lot, to the contact details listed by the Seller on the Online Marketplace; or (iii) in the case of either us or the Seller sending a notice to you, to the email address or postal address provided to us by you on your bidding profile via the Online Marketplace. Notices are deemed delivered on delivery if by hand or the third day after posting, or if delivered by email, immediately upon transmission if transmitted during normal business hours in the country of the recipient, or otherwise on the following business day.

20.7. Neither party (including the Seller) shall be liable for total or partial failure to perform any of its obligations or duties under the Buyer Terms to the extent that such failure arises in consequence of any force majeure event, industrial dispute, fire, flood, pandemic, mobilisation, requisition, embargo, currency restrictions, insurrection, acts or government, war, acts of terrorism or any circumstances which are beyond their reasonable control.

20.8. These Buyer Terms, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales and shall be subject to the exclusive courts of England and Wales.