Terms and Conditions
This is a non-binding English translation provided for your convenience. The legally binding version is the German version (see Section 22).
1. Scope
1.1 These General Terms and Conditions apply to contracts between WL Artworld Solutions GmbH (hereinafter referred to as „WrkLst“) and a user („User“) regarding the use of the WrkLst online art-market platform and database software provided by WrkLst (the „WrkLst Service“).
1.2 These General Terms and Conditions apply exclusively. Conflicting or deviating terms and conditions of the User are not recognized unless WrkLst has expressly agreed to their validity. This also applies if WrkLst performs the service to the User without reservation in the knowledge of the User’s terms and conditions.
1.3 The WrkLst Service is expressly intended for customers who are entrepreneurs and use it for business purposes. It is not intended for use by consumers. An entrepreneur within the meaning of the preceding sentences is a natural or legal person or a partnership with legal capacity that, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity („Entrepreneur“). A consumer is any natural person who concludes a legal transaction for purposes that are predominantly outside their commercial or independent professional activity („Consumer“).
2. Provider and Contractual Partner
The WrkLst Service is offered by:
WL Artworld Solutions GmbH
Weydingerstraße 6
10178 Berlin
Germany
Phone: +49 (0)30-12086092
Email: info@wrklst.art
Web: https://wrklst.art
A limited liability company established and registered under German law. Registered in the commercial register at the Local Court (Amtsgericht) of Charlottenburg, HRB 181926 B.
VAT identification number: DE309612366
Managing Director: Mr. Tobias Vielmetter-Diekmann
3. Subject Matter of the Contract: Description of WrkLst Software and Service
3.1 Overview: WrkLst provides an online platform and a personalized database that enables users to manage their art collections, contacts, and any other information related to the purchase and sale of artworks and the management of art collections. In this respect, it is specifically tailored to the needs of artists, galleries, consultants, and collectors, as well as for publishing and press publications and exhibition projects in the art sector.
3.2 Personalized User Accounts: Users can set up a personalized user account and upload, manage, and edit data, information, and images relating to their artworks there. WrkLst does not provide any special content of its own.
3.3 Functionality: WrkLst is database software for the inventory management of artworks and contacts that are linked to these artworks, for example through authorship (artist), exhibitions (curator, location), consignments, shipping, offers, reservations, sales (collector/collection). For a detailed description of the functionality of the WrkLst Service and software, please see the separate WrkLst product description at https://wrklst.art/features/.
3.4 Hosting: The WrkLst Service is hosted, and the data is stored, on servers of Hetzner Online GmbH, Industriestr. 25, 91710 Gunzenhausen, Germany. The primary servers are located in Germany, with redundant infrastructure in Finland.
3.5 Access: The User can access the WrkLst Service online via up-to-date browser software, which may need to be updated regularly, and a compatible device with (mobile) internet access. For a detailed description of the technical requirements for accessing and using the WrkLst Service and software, please see WrkLst’s separate technical specifications at https://wrklst.art/requirements/. Users are themselves responsible for creating the technical prerequisites on their side for accessing the WrkLst Service and for keeping them up to date and secure. The customer’s internet access is not part of WrkLst’s service.
3.6 Changes and Further Developments of the WrkLst Service: WrkLst may change the WrkLst Service as such, including the WrkLst software, in particular also in the course of technical progress, provided that this does not impair the contractually agreed functionality. WrkLst will inform the User of such changes with reasonable advance notice and in an appropriate manner. The general rules on termination apply where applicable.
4. Registration and User Account, Conclusion of Contract, Right of Withdrawal for Consumers
4.1 User Account: In order to use the WrkLst Service and software, users must register and set up a user account. As part of this process, they must affirm that they are entrepreneurs in the legal sense. Consumers in the legal sense may not set up a user account.
4.2 Registration: In order to set up a user account, users must provide the following information truthfully and correctly: their name, contact details including postal address, the name of a contact person where applicable, payment information for the purpose of payment (this is collected and processed directly and exclusively via the integrated payment service provider Stripe; WrkLst does not receive or store any raw payment instrument data), and a valid email address, and must also choose a password.
4.3 Updating the User’s Contact Details: Insofar as the User’s data within the meaning of Section 4.2 above subsequently changes, the customer must update it without undue delay in their user account.
4.4 Conclusion of Contract: Step-by-step description of how a valid contract with WrkLst regarding the service is concluded:
a) The presentation of the service on WrkLst’s website as such does not in itself constitute a binding offer by WrkLst to the User, but is intended only as a so-called invitation to submit an offer (Latin: invitatio ad offerendum), similar to a non-binding illustration in a catalogue.
b) By registering, the User submits a legally binding offer to WrkLst to conclude a contract for the use of the service under these General Terms and Conditions.
c) By accepting the first login and actually providing the service, WrkLst declares its acceptance of this offer by the User. A legally binding contract is thus concluded at the moment when WrkLst actually commences the service for the User.
d) WrkLst reserves the right to reject the User’s offer, namely until WrkLst accepts the User’s actions mentioned above or accordingly actually grants the User access to the service.
4.5 Right of Withdrawal for Consumers: If the User is to be regarded as a consumer under the applicable law (see Section 1.3, notwithstanding the restrictions under Section 4.1), they are entitled to a statutory right of withdrawal with respect to the contract (see Section 24 below for details).
5. Protection of User Account and Login Data
5.1 The User must protect their login data and all passwords against unauthorized access. If the User suspects or becomes aware that the password has become known to third parties, they are advised to change it. Users are solely responsible for maintaining the confidentiality and security of the user account on their side, and for all activities carried out on or via their user account. Users are obliged to inform WrkLst immediately if there are indications that their user account and its contents have been accessed by third parties without authorization.
5.2 Users may not use the login data of other users without prior consent, or provide their own login data to other users or third parties.
5.3 The transfer of a user account from one user to third parties is not permitted without the express consent of WrkLst.
6. User License
6.1 For the duration of this contract, WrkLst grants the User a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to use the WrkLst Service and software to the extent necessary to use the WrkLst Service to the contractually agreed extent.
6.2 The User may not (unless expressly agreed otherwise in this contract) reproduce, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works from the WrkLst software or any parts thereof (except in cases, and only to the extent, where the foregoing restrictions are not permitted by applicable statutory provisions or where otherwise regulated in this contract). If the User is established in the European Union, sentence 1 shall not restrict the User’s mandatory statutory rights pursuant to Art. 6 of EU Directive 2009/24/EC and the applicable national statutory law, in particular the right to use the service or software in such a way and to such an extent as is indispensable to obtain the information necessary to achieve the interoperability of an independently created computer program.
7. Territory in which the Service is Available
7.1 In principle, the WrkLst Service is offered worldwide, without geographic restrictions, subject, however, to the User being technically able to establish a (mobile) internet connection with the servers of the WrkLst Service. This means that availability for the User at all times and in all places may depend on technical circumstances for which WrkLst is not responsible, namely the User’s (mobile) internet connection.
8. Remuneration and Payment Terms
8.1 In return for the use of the WrkLst Service, the User pays remuneration to WrkLst.
8.2 Unless otherwise agreed, the price structure is based on the following factors relating to the individual user account:
i. Monthly prices (alternatively annual prices);
ii. Number of entries: number of artworks and contacts stored in the system (editions organized by the system are grouped and count as one entry each);
iii. Number of users: how many active user accounts have access to the WrkLst Service.
8.3 The applicable prices are set out in detail in the separate price list: https://wrklst.art/pricing/.
8.4 All prices are net, excluding value-added tax.
8.5 If a user account is required that is to manage more than 50,000 contacts and works (or more than 30 users and 800 GB of storage), a separate individual agreement regarding prices and details is necessary.
8.6 Payment Methods: Unless otherwise agreed, payments are to be made online by credit card or SEPA direct debit via the payment service of the external payment service provider Stripe (https://stripe.com/en-de), which is integrated into the control console of the WrkLst Service.
8.7 Additional Remuneration for Additional Services: For additional services beyond the actual scope of the WrkLst Service as described in these General Terms and Conditions, WrkLst is entitled to charge remuneration on an hourly basis.
8.8 The User alone bears all costs charged by telecommunications companies and other service providers in connection with their internet connection.
8.9 WrkLst reserves the right to issue electronic invoices pursuant to Section 14(1) of the German VAT Act (UStG). The User agrees to receive the invoice in electronic form where applicable and hereby gives their consent to this.
9. Right of Retention
9.1 In the event of non-payment, WrkLst may temporarily suspend the provision of the service until payment has been made in full.
10. Availability of the Service and Warranty
10.1 WrkLst makes the service available to the User within the scope of technical and operational possibilities with an availability of 99% on a monthly average. Excluded from this are disruptions that arise outside WrkLst’s operations, e.g. due to severe weather or internet disruptions. During a beta-testing phase, lower availability may occur.
10.2 Nevertheless, WrkLst endeavors to make access to the service available to all users 24 hours a day, 7 days a week. However, temporary interruptions of operation due to the usual maintenance work, system-inherent disruptions of the internet at third-party providers or third-party network operators, as well as in cases of force majeure, are possible. The User therefore has no claim to constant, uninterrupted accessibility of the service.
10.3 In the area of mobile communications and the internet, error-free provision of services is not possible. In particular, WrkLst is not liable for the constant availability of its technical systems, or for the completeness, accuracy, or timeliness of the information made available to the User, or for errors in data transmission.
10.4 With regard to warranty, the statutory provisions apply.
10.5 Insofar as the service is to be classified as a lease agreement within the meaning of the German Civil Code (BGB), the following applies: Liability for initial defects pursuant to Section 536a(1) BGB is excluded.
11. Limitation of Liability
11.1 WrkLst is liable in accordance with the statutory provisions for damages to the contractual partner caused by intentional or grossly negligent conduct of WrkLst or its vicarious agents. The same applies to personal injury (life, body, health) and damages under the Product Liability Act.
11.2 In all other respects, WrkLst’s liability for claims for damages – regardless of the legal grounds – is limited in accordance with the following provisions, unless otherwise arising from a guarantee assumed by WrkLst:
a) For damages caused by slight negligence, WrkLst is liable only insofar as they are based on the breach of essential contractual obligations (cardinal obligations). Cardinal obligations are those contractual obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner was entitled to rely. Insofar as WrkLst is liable for slight negligence hereunder, WrkLst’s liability is limited to the typically foreseeable damage.
b) Liability cap by amount in the cases of paragraph a) above: The parties agree that the contract-typical, foreseeable damage does not exceed 50% of the amount that the User has paid or is required to pay in accordance with the contract for the services affected by the damaging event during the 12-month period immediately preceding the damaging event (or, in the case of connected events, the first of them), and that consequently the maximum amount of liability in cases of slight negligence, insofar as WrkLst is liable for it under the contract, is limited accordingly.
c) WrkLst’s liability for the loss of data and/or programs caused by slight negligence is limited to the typical recovery effort that would have been incurred with regular and circumstances-appropriate data backup by the contractual partner.
d) For delay damages caused by slight negligence, WrkLst’s liability is limited to the typically foreseeable damage, but to a maximum of 5% of the total price agreed in the affected contract.
11.3 The provisions of the preceding paragraphs apply accordingly to a limitation of the obligation to compensate for futile expenses (Section 284 BGB).
11.4 The foregoing limitations of liability also apply in favor of WrkLst’s vicarious agents.
12. Responsibility for Content, Data, or Information of Users
12.1 WrkLst assumes no responsibility for data, information, or content made available, uploaded, or linked by users within the service. In particular, WrkLst does not warrant that such data, information, or content is correct, current, or complete, or is suitable or unsuitable for a particular purpose.
13. Indemnification by the User
13.1 The User shall indemnify WrkLst against any claims and costs, or shall pay damages or reimburse costs (including reasonable litigation costs or other costs of legal prosecution or legal defense), that third parties assert against WrkLst, or that arise for WrkLst as a result of or in connection with the User breaching their obligations under this contract, or that third parties assert against WrkLst on the grounds that data, information, or content that the User has made available, uploaded, or linked within the service via their user account or in any other way infringes the rights of third parties or is otherwise unlawful.
13.2 In such cases, WrkLst reserves all rights.
13.3 The foregoing obligations of the User do not exist if the User is not responsible for the breach of contract or law.
14. Blocking of the Service and Other Legal Consequences of Violations by the User
14.1 Notwithstanding any further statutory or contractual rights, which remain unaffected, WrkLst is entitled to temporarily or permanently block, in whole or in part, access to the service for a customer who violates the applicable laws, the rights of third parties, or the contractual provisions to more than an insignificant extent, insofar as this is necessary and proportionate to remedy the violation or to prevent further such or similar violations. Blocked users may not re-register or continue to use the service without the express consent of WrkLst. Insofar as a right to terminate for cause exists in such a case, this remains unaffected.
15. General Obligations of the User regarding the Artworks and Content Presented by Them
15.1 The User must ensure that their presentation of their artworks within the WrkLst Service as such does not constitute a binding offer on their part to an interested third party, but rather only a so-called invitation to submit an offer (Latin: invitatio ad offerendum), similar to a non-binding illustration in a catalogue.
15.2 With regard to the use of the WrkLst Service and their user account by the User, the User has the following obligations:
a) They may only make publicly accessible such information and content within the service that does not infringe the rights of third parties;
b) They must comply with the applicable laws and the restrictions imposed by the rights of third parties when using the service;
c) They may not publish or upload any information within the service that is hateful, racist, pornographic, inhumane, glorifying or trivializing violence, or contrary to public morals;
d) They may not upload, make publicly accessible, offer, distribute, or advertise any content or products that are of a pornographic nature or that may impair or endanger the development or upbringing of children or young people;
e) They may not unreasonably harass other users or visitors or members of the public (in particular with spam);
f) They may not upload, make publicly accessible, offer, distribute, or advertise any legally protected content (for example by copyright, trademark law, patent or utility model law, or design law) without being authorized to do so;
g) They may not conduct or promote any advertising towards users, including progressive customer acquisition (such as chain, snowball, or pyramid schemes) that is anti-competitive or violates the applicable advertising law;
h) They may not block, overwrite, modify, or copy the WrkLst Service, neither in whole nor in part, insofar as this is not necessary within the proper use of the service;
i) They may not distribute, publish, or make publicly accessible content generated by other users from the WrkLst Service outside this service, insofar as this is not provided for by the proper functionalities of the WrkLst Service; the User’s own user-generated content within the service may only be reproduced in the manner mentioned, insofar as it does not infringe the rights of third parties and insofar as it does not contain any parts of the WrkLst Service;
j) They may not take any actions of any kind that impair the functioning of the infrastructure of the WrkLst Service, in particular causing any overload;
k) They may not distribute or otherwise spread viruses, Trojans, or other malware, or enable others to do so.
15.3 WrkLst reserves the right to review or monitor any content uploaded or published within the WrkLst Service or the associated websites as to whether it complies with the statutory provisions and these terms and conditions. However, WrkLst is not contractually obliged to do so.
16. Data Protection
16.1 The operation of the WrkLst Service is based on the User themselves uploading data, information, or content within the service and, where applicable, exchanging it with other users or visitors or members of the public. Each user can decide for themselves which information they wish to make available to others. Confidentiality of the User’s communications to others cannot be guaranteed.
16.2 WrkLst may regularly collect technical data and related information – including technical information about the devices, system software, software applications, and peripheral devices used by the User – in order to support the provision of software updates, product support, and, where applicable, other services for the User in connection with the WrkLst Service. WrkLst may use this information, insofar as this is done in a form that does not enable the personal identification of an individual user, to improve its products or to offer the User services or technologies.
16.3 In all other respects, the separate WrkLst privacy policy applies https://wrklst.art/privacy-policy/.
16.4 Insofar as WrkLst processes personal data on behalf of the User within the service, WrkLst acts as a processor pursuant to Art. 28 GDPR. A data processing agreement (DPA) can be concluded upon request at info@wrklst.art.
17. No Assignment or Transfer of the User Account
17.1 The assignment or transfer of the user account at WrkLst by the User to a third party is not permitted without the express consent of WrkLst.
18. Contract Term and Termination
18.1 The contract is concluded for an indefinite period. The minimum contract term is one full month from the day the contract is concluded (e.g. from 7 February to 7 March, if the contract was concluded on 7 February), and it is automatically extended by one month until it is terminated in accordance with these General Terms and Conditions.
18.2 Either party may terminate the contract at any time at the end of the billing period (the contract runs for one month from the last payment; if the last payment was received on 7 March, the contract can be terminated as of 7 April). The right to terminate for cause remains unaffected (see the following paragraph).
18.3 Either party may terminate the contract for cause without observing a notice period. Cause exists if, taking into account all circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period. If the cause consists in the breach of an obligation under the contract, termination is only permissible:
a) after the unsuccessful expiry of a period set for remedy, or
b) after an unsuccessful warning.
The period for remedy is thirty (30) days after receipt of a written notice (in text form) thereof, unless special circumstances exist that, weighing the interests of both parties, justify a shorter period or even immediate termination. In addition, the following applies: If a party has committed a sufficiently serious breach of contract, or if it seriously and definitively refuses to remedy it, the other party may terminate without notice. The right to claim damages is not excluded by the termination.
18.4 The declaration of termination requires text form (in writing or by email) or may also be made by the User online (via the corresponding function in the user account under Settings -> Subscription).
19. Export of the User’s Data, Information, and Content
19.1 The User can download or export the data, information, or content that they have uploaded and stored to their user account within the service at any time during the contract term or upon termination of the contract. WrkLst keeps these available for this purpose for a period of up to 14 calendar days after termination of the contract. Export is possible in the following formats: data in JSON, gzip- or zip-compressed; images and documents in their original format, gzip- or zip-compressed.
19.2 Alternative export formats must be requested separately and may require a migration of the data into the desired format; unless otherwise agreed, WrkLst is, however, not contractually obliged to provide such a service. WrkLst is entitled to charge separate remuneration on an hourly basis for such a service.
20. Amendment of these General Terms and Conditions
20.1 WrkLst may amend these General Terms and Conditions from time to time. If the customer has set up a user account, WrkLst will notify the User of such amendments to these General Terms and Conditions in text form, with the amendments being specially highlighted compared to the previously valid General Terms and Conditions.
20.2 The User may object to such an amendment. To do so, they must declare their objection to WrkLst by email or in writing within one (1) month of receipt of WrkLst’s notification of the amendment to the General Terms and Conditions (hereinafter „Amendments“). The deadline is only met if the objection is received by WrkLst within the deadline. If the customer does not object in due form and time, the Amendments are deemed approved and the amended General Terms and Conditions become part of the contract; WrkLst will expressly point this out, as well as the form and deadline for the objection, in the notification of the amendment. If the User objects to the Amendments in due form and time, the contract continues unchanged. In this case, however, WrkLst has the right to terminate the contract with a notice period of one (1) month by written declaration to the User, provided that adhering to the unchanged contract is economically or technically impossible or unreasonable for WrkLst.
21. Applicable Law, Place of Performance, and Place of Jurisdiction
21.1 Choice of Law: This contract and the entire contractual relationship between the parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). With respect to consumers, this choice of law applies only insofar as it does not deprive them of the protection afforded by mandatory statutory provisions of the country in which the consumer has their habitual residence, i.e. provisions that cannot be derogated from by agreement.
21.2 The place of performance of the services is Berlin, Germany.
21.3 Place of Jurisdiction: For all present and future claims arising from or in connection with this contract with merchants, legal entities under public law, or special funds under public law, the exclusive place of jurisdiction is WrkLst’s registered office in Berlin. The same place of jurisdiction applies if the User has no general place of jurisdiction in Germany, relocates their domicile or habitual residence out of Germany after conclusion of the contract, or if their domicile or habitual residence is unknown at the time the action is brought. Mandatory statutory provisions on differing exclusive places of jurisdiction remain unaffected by this provision.
22. Contract Language
22.1 This contract is concluded in the German language. The German version of these General Terms and Conditions is the authoritative and legally binding version. An English translation is provided for information purposes; in the event of discrepancies between the language versions, the German version takes precedence.
23. Storage and Retrieval of the Contract Text
23.1 The text of these General Terms and Conditions is logged and stored by WrkLst. The User can save and retrieve the details and the text of these terms of use at any time by accessing them on WrkLst’s website, in the version valid at the time. Older versions are not kept available on the website. The User can download and print this document using the corresponding functions of their browser (typically „Print document“, „Save as“, or similar).
24. Information on the Right of Withdrawal for Consumers
WrkLst is a service aimed exclusively at entrepreneurs (see Sections 1.3 and 4.1). However, since it cannot be ruled out with certainty in every case that a user is legally to be classified as a consumer, the following withdrawal instructions are included as a precaution:
– Beginning of the withdrawal instructions –
Right of Withdrawal
You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day of the conclusion of the contract. To exercise your right of withdrawal, you must inform us
WL Artworld Solutions GmbH
Weydingerstraße 6
10178 Berlin
Germany
Email: info@wrklst.art
Phone: +49 (0)30-12086092
by means of a clear declaration (e.g. a letter sent by post, fax, email, or telephone call) of your decision to withdraw from this contract. You may use the attached model withdrawal form for this, but it is not mandatory.
To meet the withdrawal deadline, it is sufficient for you to send the notification of the exercise of the right of withdrawal before the withdrawal period expires.
Consequences of Withdrawal
If you withdraw from this contract, we shall reimburse to you all payments we have received from you, including delivery costs (with the exception of the additional costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and at the latest within fourteen days from the day on which we receive the notification of your withdrawal from this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees for this repayment.
If you have requested that the services should begin during the withdrawal period, you shall pay us a reasonable amount corresponding to the proportion of the services already provided up to the point in time at which you notify us of the exercise of the right of withdrawal with respect to this contract, compared with the total scope of the services provided for in the contract.
– End of the withdrawal instructions –
– Beginning of the model withdrawal form –
Model Withdrawal Form
If you wish to withdraw from the contract, please complete this form and return it to:
WL Artworld Solutions GmbH
Weydingerstraße 6
10178 Berlin
Germany
Email: info@wrklst.art
o I/We (*) hereby withdraw from the contract concluded by me/us (*) for the purchase of the following goods (*)/the provision of the following service (*),
o Ordered on (*)/received on (*),
o Name of the consumer(s),
o Address of the consumer(s),
o Signature of the consumer(s) (only for notification on paper),
o Date
(*) Delete as appropriate.
– End of the model withdrawal form –