General Contract Terms and Conditions

Art and community are the two main pillars of our project. But because our service is (for all concerned) also a matter of business, the provision of a set of standard rules with respect to these business transactions is unavoidable. To this end, the following General Contract Terms and Conditions have been drawn up, and shall be agreed between you and us (we are AVENSO AG, Giesebrechtstrasse 20, 10629 Berlin):

Summary

Our platform at www.whitewall.com allows you to take advantage of various services provided by us. These services are presented here in a short summary:

You can upload digital copies of works (e.g. photographs) on to our platform and so offer these for sale (for further information see Point II),
You can order prints of the work uploaded, also including framing and lamination, to be provided by us for your own use (Point I). Please note here that in contrast to traditional laboratory prepared prints, the entire "proofing" procedure will take place primarily online.
Alongside private use or presentation on other self-marketed online exhibitions, you can also offer your work to the central art market (Point II). Selection for inclusion in this public domain is made by a jury comprised of experienced users from the community and/or our staff. Of all works uploaded on to our platform, the jury shall select those to be presented in the portal. All registered users may rate and comment on the works presented on our portal. The central art market also offers a range of further possibilities for use. These are listed on www.whitewall.com.
Further services are planned and where necessary will be regulated in special agreements. In the absence of any indication to the contrary in the separate contract agreement, these General Contract Terms and Conditions shall apply unchanged and without restriction.

For reasons of clarity, these General Contract Terms and Conditions are divided into three parts: Part A concerns all general provisions and rules for use of our online service, whereby you as provider have the opportunity to upload works on to the WhiteWall site and/or take advantage of our production services. Part B concerns the acquisition of works through WhiteWall. Part C contains general concluding provisions.

PART A:
GENERAL PROVISIONS

1.	Who can register?
1.1	Registration is restricted to natural persons of full age and legal capacity, legal persons or partnerships. In particular, minors are not permitted to register. We ask for your understanding in this matter.
1.2	We must ask that all information requested upon registration is entered completely and correctly, e.g. first name and surname, current address (not post-office box) and telephone number (no value added service number), a valid e-mail address and where necessary, your VAT registration number(s) and indication of any applicable VAT rules. We shall be entitled, though not obliged, to check the validity of all indications made.
1.3	Where registration is completed with respect to a legal person, registration may only be made by a natural person with necessary authority. This person must be named.
1.4	Should any or all of the information indicated at registration subsequently change, it shall be incumbent upon you to correct the information without delay.
1.5	On registration, a user name and password must be selected. The user name must not infringe the rights – in particular copyright or trademark rights – of third parties. Further, the username must not be misleading and must not be contrary to public policy or break the law. We shall be at liberty to define formal rules and restrictions for new user names and to reject existing usernames – including with retrospective effect.
1.6	Passwords must be kept confidential and account access must be safeguarded. You shall be compelled to inform us without delay, should any suspicion arise concerning misuse of the account by third parties.

2.	How are our services provided?
2.1	Availability - We ask for your understanding, that we are only able make the WhiteWall website and its functions available for use within the limits and scope of current technology. Insofar, our obligation to perform shall be restricted to making all possible effort to ensure the works uploaded are duly posted on the internet and as such are made accessible to the public at large. The works shall be accessible internationally to the extent that usual technological standards allows.
2.2	Maintenance - For reasons of further development and security as well as in the interests of a error-free service, we shall undertake regular maintenance work on our system. To this end, and with due regard to your interests, we shall be entitled temporarily to interrupt or restrict the provision of our services. Insofar as possible, such maintenance work shall be carried out in times of minimal use. Should longer periods of interruption or restriction be necessary, we shall notify you of the type, extent and duration of the impairment provided that this is possible in light of all the circumstances and that such notification does not prejudice or delay necessary repair to any existing interruption of service.
2.3	System interference and breakdown - You will be aware that at the present state of technology it is not possible for works to be made available for viewing in the internet free of system interference and breakdown. We therefore accept no liability for non-accessibility of works on account of technical problems with communication networks, security breaches by third parties (e.g. denial of service attacks) or incomplete and/or dated offers on proxy servers (temporary caches), where such is beyond our control.

I. SERVICES SUCH AS PRINTING, FRAMING AND MOUNTING ETC.

This section concerns our services with regard to printing, framing and lamination of works carried out by us at your request.

1.	What services do we provide?
	Where requested through the input assistants on the WhiteWall website, we provide the following services: On the basis of the digital submissions, we prepare physical prints and copies, that is, the digital data are reproduced on to a material which may then be framed or laminated as desired, e.g. for your personal use.

2.	Workflow, production clearance, termination
2.1	For every production commissioned from us in accordance with Point I.1., we will first send you digital artist-proofs compiled in accordance with the indications made on our website and on the basis of the materials you provide – should you wish to take advantage of this service with the input assistants on our website. These artist-proofs will be forwarded to you for production clearance. Production clearance is binding for all later orders. It is incumbent upon you to ensure an appropriate calibration of your monitor.
2.2	If, within a period of 2 weeks after sending, you fail to give production clearance via the WhiteWall input assistant, in which we make express reference to this deadline and the consequences of its not being met, this part of the contract shall end automatically, that is, without the need for express termination by us. In the case that clearance is not given, the order will not be performed. You may at any time commission further work in accordance with Point I.1. With respect to remuneration for services rendered up to this point cf. Point I.3.
2.3	Subsequent to order made on the basis of the production clearance, we deliver the completed work to the address indicated in the order. A contract of sale is not concluded until we dispatch to you the product ordered. No contract of sale shall arise with respect to products from the same order not listed in the dispatch document. Risk of loss or damage during dispatch shall be born by you. The cost of dispatch will be indicated when ordering. Should any consignment outside the EU be made subject to tax or customs duties, these shall be born by you.
2.4	All delivery deadlines indicated by us are non-binding. We shall be entitled to make part delivery.
2.5	We draw your attention here to the fact that for this part of the contract a right of revocation under §312d(4)(1) BGB (right of revocation and return in distance contracts) (German Civil Code) is excluded, as the works are produced in accordance with your own individual specifications and are clearly personalised (§312d(4)(1) BGB). In view of the proofing process in particular, the interpretation of the source material and the final impression made by the finished work rest mainly in your hands.

3.	What remuneration do we receive for our services?
	The remuneration for our services as set down in Point I.1. of these General Contract Terms and Conditions is calculated with respect to the current price list available for viewing at www.whitewall.com as specified within the order process. We shall at all times be entitled to change the price list for future orders without prior notification.

4.	How is invoicing made?
4.1	The buyer pays the sale price by credit card or by debit charge procedure on making the order (pre-payment). In individual cases, sale on invoice may be possible for state authorities and corporate clients following assessment by WhiteWall.
4.2	In the case that the buyer's account does not contain sufficient funds or where the buyer opposes the debit charge being taken from its account without good reason, WhiteWall reserves the right to charge an administration charge of € 9.00.
4.3	Where the buyer defaults on payment, WhiteWall shall be entitled to charge default interest on all outstanding sums to the amount of 6% p.a. above the basic interest rate set down by the European Central Bank. Additionally, a charge of € 7.50 per reminder with exception of the first reminder shall be made. Where greater damage arising through the default can be proved, WhiteWall shall be entitled to assert this against the defaulting buyer. In the above listed cases, it shall remain open to the buyer to prove that WhiteWall has occurred either no damage or else damage to a lesser extent than the above listed fixed sums.

5.	Retention of title
	Ownership of the works produced shall remain vested in WhiteWall until all payments are made in full.

6.	Performance of contract and third party rights
	We shall assume that you hold all necessary property rights with respect to your works free of all encumbrances from third parties. Point II.6. shall apply mutatis mutandis.

7.	Duty to safeguard information
	Before communication of your mandate to us, it shall be incumbent upon you to make a backup copy of all sent data contents. Should you fail to make such security backups and damage or loss is incurred within the scope of this mandate, we shall not be liable for any damage which could otherwise have been avoided, had a security backup copy been made.

8.	What you should do, if you want to query our services.
8.1	Merchants and traders shall inspect the consignments without delay upon delivery within the proper course of business and shall make written notification to us of any defects without delay; § 377 HGB (German Commercial Code) shall apply without restriction.
8.2	In all other cases, notification of all manifest defects must be made within one week. For the calculation of this time limit, the date of delivery and the date of receipt of notification of defect are decisive.
8.3	In case of any objection, all documentation with respect to the contract must be made available to us. Failure to do so may result in delay to the assessment and processing of the notification of defect.
8.4	Defects in part of the delivery do not justify objection to the entire delivery, save in the case that partial delivery is of no interest.

9.	What guarantee applies to our services?
9.1	In case of defect, we shall be entitled, at our option and within a reasonable period, to make new delivery or to repair the defect. Should the attempt to deliver a new or to repair the defect be unsuccessful, you shall be entitled your option either to rescind the contract or to demand an appropriate reduction in price.
9.2	The papers, dyes, chemicals and other materials used in our materials and manufacturing processes may, like other dyes, show trivial changes over time. These changes may be different from one production batch to another. Such discrepancies in product characteristics shall not form sufficient basis for defect.

II. ART MARKET

Our website offers various possibilities: You may, for instance, compile your own web profile (artist page). In this case, your work and services are made available for viewing under your own URL (WhiteWall.com/YourName). Alternately, you may collect and present works from several creative figures from your portfolio or works from other users on our website (gallery page). Our publicly accessible art market also provides the opportunity for you to present your work to a more general audience on WhiteWall.com (without the addition "/YourName"). In addition to this, distribution can also be made by your own or franchise operated retail stores, by direct mail through advertisements, inserts, catalogues or resellers, e.g. specialised retailers and interior designers or other marketing agents. More specifically:

1.	What service do we offer?
1.1	WhiteWall.com is an art market on which works, which you have had produced by us (see here Point I), can be offered for sale, distributed and acquired. This opportunity is subject to the proviso that the offer, distribution or acquisition of such works is not contrary to public policy, illegal or in breach of these General Contract Terms and Conditions.
1.2	We advertise the art market WhiteWall.com, which may also be available through other URLs. To this end, access to data and information with respect to the works there presented will also be made available to third parties, so that these may in turn advertise the works on the art market, on their own websites, in software applications, in e-mails or in other forms of communication.
1.3	WhiteWall provides you the opportunity to use the WhiteWall website, within the limits set by us, to publish your own contents. The contents published by you on the WhiteWall website are generally not checked with regard to content itself. Any jury assessment made will follow on the basis of artistic quality alone. Nevertheless, we reserve the right to prohibit the publication of works, either on initial posting or at any later time, at our discretion and without indication of reason, in particular in cases where we feel such publication could prejudice or jeopardise the general strategy and concept of WhiteWall.com. Any such decision is final and is not open to legal challenge.td>
1.4	The posting, saving and presentation of art work on WhiteWall media is currently free of charge. However, we reserve the right to restrict the number of works presented per user, to set data limits and to change such limits. We reserve the right to introduce charges for the saving and presentation of works on WhiteWall in the art market, on an artist page or gallery page, or to introduce other charges given appropriate notice. Should you object to the introduction of any such charge as may be made in future, you shall be entitled to terminate all business relations with immediate effect.

2.	Your works and your rights.
2.1	You are owner of rights to photographic and/or digitally compiled or processed creations or other digitalised contents ("works"). These works are to be expertly manufactured and/or advertised and distributed by us (see Point I) as digital copies (hereinafter "edition") of at least standard market quality.
2.2	A distinction shall be drawn between editions not limited in the number produced ("open edition"), produced by us on a sales/demand basis, and editions limited in the number produced ("limited edition"), which will only be produced to the extent expressly agreed with you.
2.3	f you are a member of the German collecting society BildKunst r.V in occupation category I or any other comparable collecting society, please inform this collecting society of the conclusion of this contract.

3.	Which of your works are subject to this contract? What rules apply to limited editions?
3.1	The subject of the contract concluded between you and us comprises the works posted by you on WhiteWall through our input assistants.
3.2	With respect to limited editions, independently of whether these are offered on the art market, artist page or gallery page, you shall make separate assurances both to us and to end consumers that the editions offered on WhiteWall and through other platforms and/or media exist only in the quantity indicated to the end consumer as determined by you with respect to the particular size. You shall refrain from offering editions both on WhiteWall and through other media of any size 20% smaller or larger than the editions offered on WhiteWall. Accordingly, the data file shall be posted only once on WhiteWall; this shall apply also to all variations or modifications of the data file or motif as may be capable of confusion with the original. Should you fail to adhere to this rule, we reserve the right to offer all affected buyers a right of revocation. All damage resulting from the breach shall fall to be compensated by you. All other activities outside of this art market, e.g. activities of a journalistic or marketing nature, remain unaffected by this provision.
3.3	We have the right to issue a certificate to third parties, that is, make confirmation of the edition details, in your name and/or in the name of WhiteWall, either in electronic or in printed form. You may cooperate in the compilation of the edition certificate by means of scanned signature saved into our system, which will then be automatically integrated into the certificate.

4.	What rights do you concede to us? Insofar as you require physical prints and reproductions, not only for personal use (Point I) but for sale of your works to third parties through WhiteWall, the following provisions shall apply:
4.1	In accordance with Point II.2.1. - and except where the rule in Point II.4.3. for limited editions applies – you shall grant us for the purpose of advertising and distribution of editions the following non-exclusive transferable exploitation right with respect to your works: the right of reproduction, distribution including broadcast, transmission including satellite and cable transmission, reproduction through picture, sound and multimedia, radio broadcast and the right of public disclosure. The concession of rights shall apply with respect to all modes of use required by the purpose of this contract (cf. summary), in particular use on the internet including push and pull technology, mobile applications, print usage in all media, digital offline usage on data carriers as well as use on television and radio including IPTV. The right of use shall include the right to copy and distribute the works either in whole or in part for the purpose of advertising in all print and electronic media, as well as to make works available to the public. This includes the possibility of editorial reporting on you, the works and us.
4.2	At our request, you shall supply us with a photograph of yourself, alternatively of the artist – where you are not the artist – which we shall be entitled to use for all printing and online advertising purposes in connection with the relevant works. The photograph shall be supplied free of charge and must be free of third party rights. To the same end, and at our request, you shall supply us with a short biography and directory of collections and exhibitions in which you are or were represented which we shall be entitled to use either in full or in part and where necessary in abridged form.
4.3	With respect to limited editions, the concession of rights in accordance with Point II.4.1. shall apply exclusively and for the duration of contract. This shall not exclude the possibility of personal use of these works outside the scope of this contract (e.g. purely editorial usage). With respect to these limited editions, you shall further undertake not to exceed use as described in Point II.3.2. even after termination of this contract.
4.4	We will indicate you as author of the works only on the artist sites of WhiteWall.com and then only in connection with the listing of edition details to the usual extent. We accept no further duty to make indication of name with respect to other forms of use, e.g. summaries, collections, collages or "intros".

5.	What specifications must your work meet? What rights does the jury have?
5.1	You shall make the works available to us in the form required by WhiteWall input assistants and in accordance with the technical specifications there.
5.2	Names of works, their description and categorisation, as well as the names of work groups must not infringe the rights of third parties – in particular rights of personality, rights of copyright or trademark - and may not be misleading. Names may not include superlatives ("the most beautiful", "the best" etc) or special characters and must not be contrary public policy or otherwise infringe the law.
5.3	We shall be entitled at our own discretion to use a jury and to change the composition for such at any time as we see fit. In accordance with a procedure determined and at all times changeable by us, the jury will select works to be presented on the central art market WhiteWall.com. The decisions of the jury, of authorised individual jury members capable of voting alone, or of members of our company are final and are subject to no requirement of justification. The decisions are not open to legal challenge.

6.	What happens where third parties assert rights on your work or where these infringe your rights?
6.1	You hereby affirm that you are the unrestricted owner of all rights conceded with this contract with respect to works and to any provided photographs (Point II.4.2). You shall guarantee that neither your works nor any provided photograph infringe third party rights, in particular rights of copyright or personality.
6.2	You shall indemnify us against all third party claims asserted contrary to Point 6.1; this shall include appropriate costs of all necessary law suits or legal defence.
6.3	In case of infringement of any right conceded to us under Point II.4., you hereby grant us the right to assert a legal claim against third parties both in and out of court, in our own name and on our own account.

In whose name is the offer made?

Where we have produced works on the basis of digital plans compiled by you, we will offer these for sale in our own name. This shall apply for the art market, artist page and gallery page. We shall be entitled to include the buyer of your work in our general communication and to treat it as a regular buyer. After successful completion of sale, remuneration to you shall be made in accordance with the rules set down in Point II.8.

8.	What remunaeration will you receive?
	You shall receive a sales fee as remuneration for every piece sold, paid and not returned in accordance with Point II of these General Contract Terms and Conditions. Remuneration shall be made on the basis of the following scale and end sale prices excluding value added tax. Remuneration is not due so long as the work remains unsold. The end sale price is a dynamic price and is calculated on the basis of formats, ratings and sales status. The method of calculation is indicated on definition of the article and must be actively affirmed by you by means of mouse click. The end sale price used in the calculation of remuneration is to be understood exclusive of any charge for framing, lamination, other forms of finishing, dispatch and other service charges not giving rise to a right of remuneration. From this net end sale price, you shall receive the following remuneration calculated with respect to the particular sale price valid at time of sale:
8.1	a) When a piece produced on the basis of digital plans made available by you is sold via the portal www.whitewall.com, remuneration fee (author remuneration) is made as follows, depending on edition type and size: Limited Editions: 20% for works, with longest edge measuring 80 cm or more 18% for works, with longest edge measuring between 51cm and 79 cm 16% for works, with longest edge measuring 50 cm or less Open Editions: 15% of all sales (applies for varying sizes) b) When a piece produced on the basis of digital plans made available by you is sold via your own web profile (artist page), for instance www.whitewall.com/YourName, remuneration (author remuneration and commission) is made as follows, depending on edition type and size: Limited Editions: 56% for works, with longest edge measuring 80 cm or more 54% for works, with longest edge measuring between 51cm and 79 cm 52% for works, with longest edge measuring 50 cm or less Open Editions: 51% of all sales (applies for varying sizes) c) When a piece produced on the basis of digital plans made available by a third party is sold via your gallery page, for instance www.whitewall.com/gallery-YourName, remuneration (provision) shall stand at 36%. In addition you, respectively the third party, will receive author remuneration as set out in a) above. For b) and c), for which when all parties are taken together, total remuneration is the same, the following shall apply: Where a piece presented on an artist page or gallery page is sold as a result of advertising on the central portal www.whitewall.com, the sale shall be remunerated in accordance with letter a). Remuneration shall be made either in accordance with letter b) OR in accordance with letter c). The maximum possible remuneration made up of author fee and commission therefore stands between 51% and 56%.
8.2	In the case that you are liable to pay value added tax, WhiteWall will pay statutory VAT on remuneration in addition, provided all necessary indication of tax number and/or your VAT registration number to WhiteWall has been made. Changes or amendments with respect to your liability to pay VAT must be communicated to us without delay. Should it be necessary, through your fault, to later correct invoices, we shall be entitled to charge an appropriate fee.
8.3	We shall at all times be entitled to change all (end sale) prices relevant to invoice or to amend the method of calculation of sale price. Appropriate notification of any such change shall be made. Should you determine individual sale prices different to those set by our price scheme on your gallery or artist page, presentation of the relevant work on the art market shall be excluded.
8.4	We shall be entitled to change the above mentioned remuneration rates or invoice structure and method with at least 30 days notice prior to begin of the next calendar quarter, which of course will be made clear. In case of such change, you shall have the right to terminate all contractual relations to the end of the current quarter.
8.5	In addition to the above mentioned remuneration, we shall also make all valid contributions to the artists' social welfare fund (Künstersozialkasse) if applicable. Should such contributions change by more than 20% with respect to the average across the last three years, we shall be entitled to amend th above mentioned remuneration rates accordingly.
8.6	Determinable inventory differences, in particular as a result of theft, are exempt from fee up to a limit of 2% of the total quantity commissioned and duly licensed.
8.7	Each year, we submit our accounts to be assessed and attested for their correctness to a reputable company of auditors. You may demand confirmation of this (after the 30th September of each year for the previous year) once per year.

9.	When and how is remuneration paid?
9.1	Licences and commissions are submitted at the end of each calendar quarter. The official rate of exchange valid at the time of order shall apply. We reserve the right to compile invoices for part-quarters (where quarter has already begun) together with the first full quarter. Returned debits, (partial) cancellations and returns from accompanying sales procedures will be taken into account. For invoice sums in excess of 100 EUR, we shall retain the right to make invoice per month. Payment shall be made within 30 days of the date of invoice.
9.2	As soon as invoice is made, we shall inform you by e-mail to your indicated address. The invoice compiled by WhiteWall contains only the amount; an itemised invoice shall be made available on your password protected member page.
9.3	Within the EU, payment shall be made by means of bank transfer or credit card; outside the EU payment may only be made by credit card. Payment shall be made in accordance with the payment details and address data indicated by you through the WhiteWall input assistants. Where such occur, all bank charges or transfer costs are born by you, we transfer with the status "charges payable by recipient". To minimise all possible charges, we reserve the right to postpone transfer of all sums less than €100 to countries outside the EU to the next quarter.
9.4	In the case that payment cannot be made on account of incomplete or incorrect information or technical problems, we shall contact you within an appropriate period.
9.5	Duty to pay tax on any and all transferred sums rests with you.

10.	Over what period does this part of the contract apply? And what happens on termination of contract?
10.1	This part of the contract applies for the duration of the copyright term on works posted by you. This part of contract may be terminated on notice of 30 days to the end of the month. Our rights of use extinguish on termination of contract save as regulated by Point II.10.2.
10.2	Even after termination of contract – irrespective of the reason for the termination- we shall remain entitled to use the works within the framework of exploitation rights set out above for a further period of 3 months. With respect to prints, with or without framing/lamination, already compiled by us on the basis of digital plans made available by you, for instance for sale through retail stores, this period of extended right of use shall be 2 years following termination of contract.
10.3	In all other cases, this part of contract may be terminated by either party without notice only for good reason.
10.4	Termination of contract shall be made in writing.
10.5	The rule in Point 3.2 shall remain unaffected even after termination of contract. Nevertheless, on receipt of the last invoice from us you shall be free, independently of us, to have all missing editions produced and to offer these for sale.

11.

Contest

Should a third party post a contest on WhiteWall (e.g. a specialist magazine), you may take part in this contest in accordance with the rules of the contest and the provisions of these General Contract Terms and Conditions. A right to participate does not exist. Access restrictions in the form of passwords may be defined or the circle of possible participants restricted "by invitation only". The decision as to participation is final as is not open to legal challenge.

PART B:
YOU ARE A BUYER AND ACQUIRE WORKS THROUGH WHITEWALL

1.	How and with whom is the contract concluded?
1.1	The works presented on for sale on WhiteWall are offered either in the name and on the account of WhiteWall, or in the name and on the account of one of our members. With respect to the latter, this will be made clear on the offer pages as well as within the order process. In this case, alone the member is responsible for the offers posted. The member alone will become contract partner with respect to any sale.
1.2	You order shall represent an offer to contract. When you make an order, you shall receive an e-mail confirming receipt of order and all particulars (order confirmation). This order confirmation does not represent the acceptance of your offer, but is intended only to inform you that your order has been received.
1.3	A contract of sale shall arise first with dispatch of the product ordered. Products from one and the same order not listed in the dispatch documents are not subject to contract. Please note that all product are sold only in standard amounts.

2.	Mode and time of payment, default
2.1	The purchase price – including all delivery charges as indicated on the offer page - shall be paid in advance by debit charge or credit card, as your order is made with respect to a product to be individually produced for you. In individual cases, sale on invoice may be possible for state authorities and corporat clients following assessment by us.
2.2	Payment shall always be made to WhiteWall as beneficiary; insofar as the offer is made by one of our members, WhiteWall will forward the payment to the vendor.
2.3	In the case that the buyer's account does not contain sufficient funds or where the buyer opposes the debit charge being taken from its account without good reason, we reserve the right to charge an administration charge of € 9.00.
2.4	Where the buyer defaults on payment, WhiteWall shall be entitled to charge default interest on all outstanding sums to the amount of 6% p.a. above the basic interest rate set down by the European Central Bank. Additionally, a charge of € 7.50 per reminder with exception of the first reminder shall be made. Where greater damage arising through the default can be proved, WhiteWall shall be entitled to assert this against the defaulting buyer. In the above listed cases, it shall remain open to the buyer to prove that WhiteWall has occurred either no damage or else damage to a lesser extent than the above listed fixed sums.

3.	How will delivery of the work ordered be made?
3.1	In absence of any agreement to the contrary, delivery will be made ex warehouse to your indicated delivery address. In the absence of express indication to the contrary, all indications as to the delivery date are subject to change.
3.2	A confirmation e-mail will be sent following delivery.

4.	How high are the dispatch costs?
	Dispatch costs are listed in the offer and summary of order.

5.	Retention of title
	Ownership of works produced shall remain vested in WhiteWall, alternately the vendor, until allpayments are made in full.

6.	What may I do wiht the works bought?
6.1	Please note that the purchase of works entails the purchase of real property only. The sale vests no further exploitation rights in respect of the work in the buyer. Reproduction (copying), distribution, leasing, public disclosure or other analogue or digital use is prohibited.
6.2	Even the presentation of acquired works at public exhibitions may require consent from the artist.
6.3	You may sell works on at your discretion.

7.	Do I Have a right of revocation?
7.1	You may revoke your intention to contract within 2 weeks without indication of reason. The revocation shall be made in text form (e.g. letter, fax, e-mail) or by return of the goods delivered. With respect to the determination of whether the 2 week revocation period is observed, the date of posting/sending of notice of revocation, alternatively, the date of return of goods, shall be decisive. This right is restricted to 2 individual works per buyer per calendar quarter. Photographs with a freely selectable size ("variable size"), special print requests, framing, frame colour or lamination are, however, customised works, for which a right of revocation shall be excluded. On account of their unprotected surfaces, unframed and non-laminated copies and prints lose their first-hand status on opening and are thus not suitable for return. Accordingly, they shall be deemed customised works for which a right of revocation shall be excluded. In case of valid revocation, all performance received is to be returned. Should you be unable to return the goods received, in full or in part, or you are only able to return the goods with damage, we shall be entitled to assert a claim for compensation for lost value. This shall not apply where the deterioration in the quality of the goods occurred only with respect to their inspection – as would have been possible to you in a retail outlet for instance. The duty to make compensation shall not arise where all use capable of damaging the value of the goods is avoided. In particular with respect to laminations and framing, scratches, marks and cracks shall be considered equivalent to total loss. Goods are only to be returned in original special packaging using all protective materials. For private individuals in Germany, return shall follow at our risk, in all other cases at your risk. As our services are made with respect to individually customised art works prepared on demand for which no legal right of return exists, the costs for return shall be assumed by WhiteWall only in the case of incorrect delivery. In all other cases, the costs of return shall be born by you. Please call our hotline and complete the returns form included with the delivery prior to return. The revocation should be addressed to: AVENSO AG Giesebrechtstrasse 20 10629 Berlin Tel.: +49 (0)30 - 30 30 69 30 Fax: +49 (0)30 - 30 30 69 70 E-mail: service@whitewall.com
7.2	We shall draw your attention to this right of revocation in the course of order. Corresponding notice of this right in text form shall then follow separately.

PART C:
GENERAL CONCLUDING PROVISIONS

1.	What happens on breach or infringement of third party rights?
1.1	Should there exist concrete reasons to believe that you have contravened legal provisions, infringed third party rights or breached these General Contract Terms and Conditions, or should we have any other legitimate interest, in particular the protection of other users from deception or fraud, the following measures shall be open to us: - Deletion of offers or other contents - User caution - Limitation/restriction of use of the online service provided by WhiteWall - Temporary blockage - Definitive blockage In the choice of measure applied, we shall take into account your legitimate interests wherever possible, in particular, whether concrete reasons exist to believe that the breach occurred without fault.
1.2	We shall be entitled to ban all further use of the WhiteWall website (definitive blockage), where - you have entered incorrect contact details, in particular an incorrect or invalid e-mail address; - you cause considerable damage to use, in particular where our services are abused; - you breach these General Contract Terms and Conditions; - any other good reason exists.
1.3	Following definitive blockage, no right of of restoration of access to our service shall exist. Any further use of the WhiteWall website, including through other member accounts, shall be prohibited. Re-registration is not allowed.

2.	System integrity and disruption of the WhiteWall website
2.1	All use of mechanisms, software or other scripts capable of disrupting the function of the WhiteWall website when used in conjunction with this website shall be prohibited.
2.2	All use which may result in an unreasonable or excessive burden on WhiteWall infrastructure is prohibited. It shall be forbidden to block, overwrite or modify any contents generated by us, or otherwise cause disruption to the functioning of the WhiteWall website.
2.3	Contents held on the WhiteWall website may not be copied or disseminated, nor may they be used or reproduced in any other form, without prior consent from the right holder. This shall apply also with respect to copying by "Robot/Crawler" search engine technology or by other automatic mechanisms.

3.	What is the extent of our liability?
3.1	Liability for damage resulting from defects in title and absence of warranty shall be unrestricted.
3.2	In all other cases, liability shall be unrestricted only with respect to damage caused through malice or gross negligence, including in respect of our legal representatives, managerial staff and vicarious agents.
3.3	With respect to damage arising though negligence simpliciter, liability shall be accepted only insofar as a duty is breached, the adherence to which is of particular significance for the attainment of the purpose of contract (cardinal duty). Liability is restricted to double the value of contract and shall exist only with respect to typically foreseeable damage within the framework of the contract.
3.4	Liability for injury to life, body or health as well as liability under the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.

4.	What is the place of jurisdiction for this contract and what law will be applied?
4.1	Where you are not permanently or habitually resident in Germany, these General Contract Terms and Conditions shall be governed by the substantive law of the Federal Republic of Germany to the exclusion of UN trade law.
4.2	Where you are a merchant/trader as defined in the German Commercial Code (HGB), a special public fund or a legal person under public law, exclusive place of jurisdiction for any and all dispute arising in connection with these General Contract Terms and Conditions as well as with any individual contracts concluded on the basis of such shall be Berlin.

5.	What happens with my personal data?
5.1	Data and information provided by you to us help us to shape and improve your shopping experience with WhiteWall. We shall use this information for the purpose of order, delivery of goods, provision of services and for payment (on purchase by invoice also for necessary checks).
5.2	We shall also use your details for the purpose of communication with you with regard to orders, products, marketing promotions or, insofar as you have agreed, our newsletter. Further, your information shall be used for the purpose of updating our data records, to maintain your client account with us and to generate contents, such as notepads or shopping basket contents, and – insofar as you have agreed to such – to recommend products or services to you which we feel may be of interest.
5.2	We shall use your information to improve the services we provide, to prevent or to detect misuse of our website, and to allow third parties to perform technical, logistic or other services on our behalf.

Amendments to these General Contract Terms and Conditions

We reserve the right, at any time to amend these General Contract Terms and Conditions without disclosure of reason. The amended terms and conditions will be sent to you by e-mail at the very latest two weeks after their entry into force. Should you fail to raise objection to the application of the new General Contract Terms and Conditions within two weeks of receipt of the e-mail, the amended terms and conditions shall be deemed to have been accepted. We shall draw your attention again to the significance of this two week period in the e-mail informing you of the amendments.

Stand: 05. December 2007