Our Standard Terms of Business (UK and Asia)

4.1. Whenever you instruct us to advise you on the acquisition of a Work, we shall provide some or all the following services to you:

             4.1.1.  source the Work privately or at auction

             4.1.2.  produce a bespoke Report summarising the quality, condition, provenance and value of the Work

             4.1.3.  conduct due diligence and market analysis into the Work

             4.1.4.  negotiate with the owner and/or their agent if purchasing privately or be authorised to bid on your behalf if purchasing at auction

             4.1.5.  oversee (but not carry out) all pre-sale and post-sale logistics until the Work is purchased and delivered safely to you; and

             4.1.6.  provide macro-collection strategy and curatorial advice

Where agreed with you, we may provide these services to you as an agent for an undisclosed principal in order to preserve your anonymity.

4.2.  You authorise us to negotiate and sign or otherwise conclude contracts for the purchase of the Work in your name or on your behalf, without prior reference to you provided the Sale Price is within the Instructions.

4.3. You authorise us to make payment for the purchase of the Work and any Expenses on your behalf to any seller and/or auction house, including the payment of any auction house commission (where applicable).

4.4.  If a Work is sourced and introduced to you by us, you shall not directly or indirectly or through any other person, without our prior written consent, make an offer or negotiate with or buy the Work and shall refer all such possible transactions to us.  If you act in breach of this clause, we may forthwith terminate our Appointment and you agree to pay to us on demand or we may deduct from any of your money we hold on account the Commission as liquidated damages plus any accrued Expenses. You confirm the Commission represents a genuine pre-estimate of our loss.

4.5. If you shall, within 12 months after the termination of our Appointment, directly or indirectly purchase or agree to purchase a Work or any part of a Work from a person who was introduced to you by us, then you will immediately pay to us on demand or we may deduct from any of your money we hold on account, a sum equal to our Commission.

4.6.  Where we irrevocably commit to buy or guarantee a Work for you on the terms of any contract for sale within the limits agreed with you, you undertake to fully perform that contract for sale. You shall indemnify us on demand against all claims, damages and expenses if you fail or refuse to complete the purchase in accordance with its terms or be otherwise in breach or cause us to be in breach of any contract for sale.

4.7. If, prior to our irrevocably committing to buy or guarantee a Work, you elect to cancel a sale because the Work is unable to obtain an import/export licence or an independent expert engaged by us to inspect the Work is not satisfied with any Description, detail or attribute of the Work, or the work has been subject to an Unlawful Activity, you shall indemnify us on demand against all costs associated with the return of the Work to the seller.

Where you instruct us to provide advice in relation to a purchase you warrant to us that from the date of our Appointment to the date of sale:

5.1.  you shall act at all times in relation to us dutifully and in good faith;

5.2.  to the best of your knowledge you have provided us with an accurate description of the Work and all information of which you are aware relating to the Work (including any association of the Work with persons, auction houses, dealers, museums or exhibitions);

5.3.  you have, and will have throughout the period of our Appointment, adequate free funds to purchase a Work for the pre-agreed Sale Price plus our Commission and Expenses;

5.4.  you will pay the Sale Price plus Commission and Expenses to us on demand and where possible at least five Business Days in advance of the anticipated date of sale;

5.5.  you shall indemnify us, on demand against all costs, Expenses and any Tax, VAT or duties (including without limitation import VAT and customs duties) which arise in connection with the export, import and shipping of the Work following the conclusion of the sale and any other liabilities which we may incur as a result of our acting within the scope of our authority under these terms of business as your agent and entering into any contract for sale;

5.6.  on request you will provide us with satisfactory evidence of your identity and, if applicable, of people related to you and the source of your wealth.  If you fail to provide us with the information that we request, we may be unable to continue acting for you; and

any money used to purchase a Work or to pay our Commission, and any Work you give to us to sell, is not and is not connected with, the proceeds of criminal activity or otherwise from illegal sources.

6.1.  We are authorised to offer the Work to such prospective buyers and/or their agents as we may decide, subject to notified Instructions.

6.2.  Whenever you instruct us to advise you on the sale of a Work, we shall provide you with some or all of the following services to you:

             6.2.1.  prepare and produce a bespoke Report assessing the available sale options of the Work;

             6.2.2.  provide in-depth market analysis and strategic advice in relation to the Work;

             6.2.3.  negotiate the terms of the consignment of the Work with an auction house or private sales agent (as applicable) or the terms of sale if the Work is being sold directly to a purchaser;

             6.2.4.  oversee (but not carry out) all pre-sale and post-sale logistics until the Work is sold and delivered safely to the buyer;

             6.2.5.  ensure your anonymity is protected by representing ourselves to third parties as agent for an undisclosed principal, unless otherwise agreed;

             6.2.6.  liaise with legal and other professional advisors in relation to the sale of the Work;

             6.2.7.  liaise with heritage and tax advisors if the Work is eligible for any of the tax incentives managed by Arts Council England, including acceptance in lieu, conditional exemption, private treaty sales or cultural gifts;

            6.2.8.  assist with arranging and agreeing the terms for a museum gifts and loans; and

            6.2.9.  audit and value your collection.

6.3.  We shall consult with you on all material issues concerning your Work including any offers or counter offers we make or receive on your behalf.  Subject to your approving the Sale Price, you authorise us to negotiate and sign or otherwise conclude contracts for the sale of the Work in your name or on your behalf, provided the Sale Price is within the Instructions.

6.4.  You authorise us to issue invoices on your behalf to the buyer or their agent for the sale of the Work, and agreed to provide us promptly with all the information we require in order to correctly issue the invoice on your behalf. You also irrevocably authorise us to collect payment (or any instalment) for the sale of the Work on your behalf.

6.5.  You shall not during our Appointment, without our prior written consent, make offers or quotations or negotiate with or sell, or agree to sell, the Work to anyone, and shall refer all such possible transactions to us.  If you act in breach of this clause, we may forthwith terminate our Appointment and you agree to pay to us on demand (or we may deduct from any of your money we hold on account) our Commission as liquidated damages plus any accrued Expenses.  You confirm that our Commission represents a genuine pre-estimate of our loss.

6.6.  If you, within 12 months after the termination of our Appointment, directly or indirectly sell or agree to sell the Work or any part of the Work to a person who was approached by us on your behalf during our Appointment then you will immediately pay to us on demand (or we may deduct from any of your money we hold on account) the Commission. You confirm that the Commission represent a genuine pre-estimate of our loss.  A person will be considered as having been approached by us if we have during our Appointment and on your instruction written to, spoken to or shown the Work or part of the Work or an image of it to the prospective buyer or a representative of the buyer.

6.7.  We may at our discretion produce on your behalf marketing or promotional material in relation to the Work, but we are under no obligation to do so unless required to by you.  The cost of preparing the marketing or promotional material will become an Expense.  The copyright in the text and the photographs and illustrations of the Work contained in any marketing or promotional material belongs to us.  You will not reproduce or permit anyone else to reproduce such text, photographs or illustrations without our prior written consent. You will not produce or issue or cause to be issued any marketing or promotional material nor make nor cause to make any public announcements relating to the Work during our Appointment, unless agreed in writing by us.

6.8.  You authorise us to accept offers and to commit to sell the Work for a net return to you of the Sale Price, subject only to:

          6.8.1.  Clause 14 (Our Ceasing to Buy or Sell); and

          6.8.2.  the Work being in our control.

6.9.  Where we irrevocably commit to sell the Work for you within the agreed Instructions, you undertake to perform the sale and you shall indemnify us on demand against all claims, damages and expenses if you fail or refuse to complete the sale or you are otherwise in breach or cause us to be in breach of any contract for sale of the Work.

6.10.  If the buyer is unable to obtain an import/export licence for the Work then the buyer shall be entitled to withdraw from the purchase of the Work in which case the sale shall not proceed and all obligations of the parties under any contract for sale shall cease.  You agree to pay us all Expenses incurred up to the date of the buyer’s withdrawal.

6.11.  If the buyer elects to cancel the sale under the immediately preceding sub-clause we shall return the Sale Price to the buyer within 14 days of receiving the Work back from buyer in exactly the same condition as it left us, or if the Work has not left our custody, within 14 days of the buyer notifying us of its election to cancel the sale.

6.12.  You shall indemnify us on demand against all costs associated with the return of the Sale Price to the buyer and the return of the Work to you and against all claims, damages and expenses as a result of the buyer’s notification to us to cancel the sale.

6.13.  We shall offer all reasonable assistance to you in enforcing the buyer’s obligations in any contract for sale including the failure of the buyer to pay the Sale Price.

6.14.  Unless otherwise agreed in writing, we shall not be required to disclose the identity of the buyer or their principal, advisers or agents to you, even if the information is known to us, and you waive any right you may have to require us to disclose this information.  Such failure by us to disclose this information shall not constitute a breach of our agency.

6.15.  The Work and title to the Work will only pass to the buyer on receipt by us in cleared funds of the full Sale Price plus any other agreed costs payable by the buyer.  Once the buyer has paid the Sale Price and all other sums due to us, we will release the Work to the buyer.

7.1.  Where you instruct us to provide advice in relation to a sale on your behalf you warrant to us that from the date of our Appointment to the date of sale:

         7.1.1.  you have full legal and beneficial title to the Work free from all encumbrances and title claims;

         7.1.2.  there are no title claims threatened or pending in connection with the Work, or any facts or circumstances likely to give rise to any title claims and there exists no option or right of first refusal on the Work or any agreement with respect to the Work to which you are a party other than these terms of business;

         7.1.3.  the Work has not been the subject of an Unlawful Activity;

         7.1.4.  the Work is not a forgery, or a counterfeit and it is not the subject of an incorrect or inaccurate attribution;

         7.1.5.  you are not aware of any challenges or disputes (past, pending or threatened) relating to the attribution, authenticity, description or title of the Work;

         7.1.6.  your description of the Work is true, complete and correct;

         7.1.7.  you have not restored or repaired any part of the Work, nor consented to such restoration or repair and no other party has performed any major restoration or repair;

         7.1.8.  the Work is not the national patrimony of its place of origin;

         7.1.9.  the provenance of the Work is true, complete and correct and includes all information available to you, or information of which you are aware, concerning the attribution, authenticity, description, provenance and title of the Work;

         7.1.10.  the Work has been legally exported from: (i) its place of origin; and (ii) the place in which you acquired the Work; and (iii) legally imported into the United Kingdom (if applicable);

         7.1.11.  you have not received any communication from or with any third party regarding the possibility of any title claim or encumbrance over the Work;

         7.1.12.  you will, in consideration of the Sale Price, irrevocably and without condition or reservation of any kind, sell, transfer and convey to the buyer good, valid and marketable title to the Work;

         7.1.13.  the Work has not been confiscated by any governmental or other authority at any time and is not “confiscated property” or “stolen property” within the meaning of any United States deferral or state law, or the laws of any other country;

         7.1.14.  no import, export or other laws, rules or regulations of any governmental or other authorities have been violated in connection with the Work;

         7.1.15.  these terms of business do not contain any untrue statement of fact or omit to state any fact necessary in order to make the information contained in these terms of business not misleading;

         7.1.16.  you have furnished us with all the material information and documents in your possession or control concerning the Work’s condition, provenance, literature, exhibition history and authenticity and all such information is accurate to the best of your knowledge and belief;

         7.1.17.  all Taxes due on the Work have been paid;

         7.1.18.  you are acting in accordance with all sanctions applied by the USA, the EU, the UN, the UK, Canada, Singapore, or Hong Kong; and

         7.1.19.  there are no restrictions (whether copyright or otherwise) affecting the Work or our right to photographs or illustrate the Work or reproduce (in any manner and in any media) photographs or illustrations or any text of any information or Description of, about or relating to the Work provided by you or on your behalf.

8.1.  Whenever you instruct us to provide collection management services we shall provide some or all of the following services to you: research and insight, collection audits, appraisals, valuations, cataloguing, arranging museum and exhibition loans, long-term collection planning, acting as a point of liaison with legal and professional advisors, curatorial assistance including advice regarding shipping, import/export implications, research, framing, conservation, lighting, installation, security and storage and logistics management and administration.

8.2.  We shall usually provide our collection management service on a fixed-fee basis.

9.1.  You shall pay to us the Commission applicable for the Services within 14 days of the date of our invoice.  Please note minimum fees are payable in respect of our Services.

9.2.  Where we are acting for you as a buyer:

          9.2.1.  we are irrevocably authorised to pay the Sale Price on your behalf to the seller;

          9.2.2.  you authorise us to retain the amount of our Commission, Expenses, Tax, VAT and any other sums due to us in respect of any other Work(s) bought or sold through us for you from the monies received from you;

         9.2.3.  if on completion of the purchase of the Work, we accept delivery of the Work on your behalf, we shall be entitled to keep the Work while our Commission, Expenses, Tax, VAT or any other sum due to us in respect of any other Work(s) bought or sold through us for you remains unpaid.  After those sums due have been paid, we shall arrange for the delivery of the Work to you.

9.3.  Where we are acting for you as a seller:

          9.3.1.  we shall hold the Sale Price on trust for you (subject to the provisions of this clause);

          9.3.2.  you authorise us to retain from the Sale Price any monies due to us from you including the Commission, Expenses, Tax, VAT and any other sums due to us in respect of any other Work(s) bought or sold through us for you;

          9.3.3.  we may retain the Sale Price until you deliver to us the Work and/or any relevant documentation reasonably required by us in relation to the Work;

          9.3.4.  if before the Sale Price has been distributed to you, the buyer or any other person makes a claim against either you or us in relation to the Work, we may withhold distribution of the Sale Price to you until such time as the claim has been resolved and you agree to indemnify us on demand against defending any such claim, Expenses, liabilities and other losses incurred by us.

9.4.  You authorise us to incur any reasonable Expenses necessary to enable us to perform the Services.  Where we need to incur any Expenses that are outside the ordinary cause of our Services, we shall seek your prior approval before incurring any Expense.

9.5.  We reserve the right to require an advance payment on account of Expenses.  Where such payment has been requested, work will not start or continue under these terms of business until payment has been received in cleared funds.  Similarly, if payment is requested on account of an Expense, that Expense will not be incurred until the payment has been received in cleared funds.

9.6.  All sums payable under these terms of business are exclusive of VAT which, where applicable, will be payable at the appropriate rate.

9.7.  In the absence of a contrary agreement, the Commission shall be paid to us in the same currency as the Sale Price.

9.8.  If you fail to make any payment due to us under these terms of business, then you shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment in cleared funds of the overdue amount.

9.9.  We reserve the right to modify our Commission from time to time on written notice to you.  Any modification will not apply to any purchase or sale Services and will only apply to new instructions after the date of such notice.

9.10.  Subject to our notifying you in advance where possible, or required by law or applicable regulation, we reserve the right to share our Commission with third parties.

10.1.  Where we are acting for you as a seller the Work shall either remain at premises specified by you and at your own risk unless you agree to deliver the Work to us.

10.2.  Where required, we shall accept delivery of the Work and you shall be liable for the costs of storage.  From the time the Work is delivered into our custody, we will have possession of it as bailee and owe you a duty of care until title to the Work passes to the buyer.  You authorise us to enter into a contract with a reputable storage contractor for the storage of the Work and to comply with the terms of the contract and in particular to pay the charges due while the Work is being stored on your behalf, such cost to be reimbursed by you.

10.3.  Unless otherwise agreed in writing you shall be responsible for all costs of packing and delivery of the Work including any delivery of the Work to us from a buyer or delivery of the Work to a seller and if the Work is not sold, the delivery of the Work back to your premises.

11.1.  In providing the Services, we may be required to prepare a Report. This may include an opinion report or market insight.

11.2.  The opinions in the Report are given on the assumption that your statements in respect of the Work are complete, true and correct in all respects at the date of the Report. You acknowledge and agree that in our preparing the Report and performing our Services, we will use and rely on the information you provide and any other information available from public and non-public sources, without verifying that information.

11.3.  You acknowledge information can change without notice and we do not guarantee the accuracy of the information in our Reports, including information provided by third parties, at any time.

11.4.  Please note the value of art can go down as well as up and you may not get back the money you paid for the Work.  You must not rely on the information in the Report or any other opinion we give to you verbally or in writing to make a financial or investment decision.  Past performance is not necessarily indicative of future performance. Before making any decision, we recommend you consider your objectives, financial situation and individual needs. An investment in art is not regulated and will not be covered by the Financial Services Compensation Scheme. We do not offer advice about the suitability of a Work as an investment and you should carry out your own due diligence before committing to an investment.  Should you require financial advice you should consult a suitably qualified financial advisor.

11.5.  We do not give any warranty or representation nor assume any responsibility as to the accuracy, reliability or completeness of information which is contained in our Reports or any other statement or opinion we give.  Any reference to the Work, the art market or any other information contained in the Report is based on our judgement and opinion only.

11.6.  Except insofar as any liability under statute cannot be excluded, we do not accept any liability for any error or omission in our Reports or in relation to our opinion for any resulting loss or damaged you or any other person suffers and we accept no liability for any statement, representation or opinion given by any third party, even if we have placed reliance on it in forming our opinion in the Report.

11.7.  You accept that:

          11.7.1.  you are only permitted to use our Report (and any intellectual property contained in it) for your own purposes; and

          11.7.2.  you shall not disclose the contents or existence of the Report to anyone else without our prior written consent.

12.1.  Unless otherwise agreed, you shall at your own cost take out and maintain in force at all times during and after our Appointment all-risk fine arts insurance on a wall to wall basis using a general fine arts insurance policy and covering the Work for an insured sum which corresponds with the Sale Price. All claims, whether for full or partial damage, will be based on the Sale Price. The Insurance Policy must:

           12.1.1. comprehensively cover the Work against all risks of physical loss or damage including loss, theft and all risks arising both during transit, installation, de-installation and while the Works are on display subject to standard policy exclusions;

          12.1.2.  comprehensively cover the Work until they are delivered to you or the buyer (as applicable); and

          12.1.3.  name us as a loss payee.  For the purposes of this clause, loss payee shall mean, if a payment is made under the policy in relation to an insured risk, any payments due to us from you, will be paid directly by the insurance company.

12.2.  If requested by us, you shall provide us promptly with a copy of the insurance policy and certificate of insurance.

12.3.  If you fail to provide us with a copy of the insurance policy or if the terms of the insurance policy do not comply with the requirements of this clause, we reserve the right to withhold the Work and/or arrange insurance cover for the Work which meet the requirements of this clause and reclaim the cost of such insurance from you.

13.1.  You agree to indemnify us against all claims, proceedings, liabilities, costs, Expenses and losses, arising from:

          13.1.1.  our acting under these terms of business, any contract for sale of the Work and any other document we are required to enter into on your behalf;

          13.1.2.  the pre-agreed amount the Work is offered, reserved, sold or bought for (as applicable), not including any actual or alleged breach of any warranty, undertaking or obligation by you to us, whether by act or omission or otherwise;

          13.1.3.  any injury, loss or damaged caused to anyone by you;

          13.1.4.  our exercising any of our rights under Clause 14 (Our Ceasing to Buy or Sell);

          13.1.5.  our receiving or recovering or seeking to recover the Sale Price; and

          13.1.6.  your fraud.

13.2.  We shall not be liable to you for:

          13.2.1.  our failing to disclose the identity of any seller or buyer (as applicable), their principal, advisers or agents;

          13.2.2.  an estimate of the value of the Work which is an expression of our opinion of the potential Sale Price and is not an estimate of value nor does it take account of any VAT or other premium payable.  You acknowledge any estimate is not relied on by you as an indication of the actual selling price or value of the Work;

         13.2.3.  any damage to or defect in the Work which is apparent from an inspection of the Work on delivery and/or which occurred while the Work was in our custody or possession;

        13.2.4.  any claim you may have against us on the basis of any oral or written statement made by us (whether made carelessly or not) that is not set out or referred to in these terms of business (or for breach of any warranty given by us not so set out or referred to), unless such statement or warranty was made or given fraudulently;

        13.2.5.  any lack of conformity with or inaccuracy, error, mis-description or omissions relating to the Work made by you and whether made before or after our Appointment;

        13.2.6.  changes in atmospheric pressure or woodworm present at the time of sale and any damage caused as a result of woodworm.

13.3.  Nothing in this Agreement shall be construed as restricting or excluding the liability of either party for death or personal injury resulting from its negligence or for fraud or fraudulent misrepresentation.

13.4.  Subject to the immediately preceding sub-clause, we shall be liable to you under this Agreement in respect of all direct loss or damage caused by our acts or omissions, other than Excluded Loss (whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to our attention at the time of making this Agreement). In this clause the expression “Excluded Loss” means all special loss and all third party claims, lost management time, economic loss or other loss of business, production, revenue, profit, goodwill or anticipated savings, anticipated tax mitigation, loss of data, others whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

13.5.  Our liability to you under this Agreement, whether in respect of breach of contract, tort (including negligence), breach of statutory duty or otherwise, shall never exceed the lower of (1) the value of the Work or (2) £1,000,000.

13.6.  For the avoidance of doubt, in no event shall either party be liable to the other for any indirect or consequential loss of any nature and howsoever caused.

13.7.  We do not provide advice in relation to taxation. We would strongly recommend that you obtain appropriate professional advice.

14.1.  We may refuse to buy or sell a Work if we have reasonable cause to believe that:

          14.1.1. we and/or you may be or are restrained by order of the court or other competent legal authority in respect of the Work or may be or are otherwise not legally entitled to buy or sell the Work (as applicable); or

          14.1.2.  you are in breach of any of these terms; or

          14.1.3.  the information about the Work give to us by you is inaccurate or misleading in any material respect; or

          14.1.4.  the Work is a forgery or a counterfeit, has an incorrect or inaccurate attribution or has been Unlawfully Acquired.

14.2.  We will give you notice of any such decision as soon as reasonably practicable.

14.3.  In addition to our rights described above, we may, by written notice to you, refuse to buy or sell a Work without reason.  If we exercise this right after your delivering the Work to us, we will reimburse you your reasonable expenses directly incurred by you in connection with that delivery and the collection and removal of the Work from our custody and/or control.

15.1.  This Agreement shall become effective in accordance with Clause 3.2 and it shall continue until:

          15.1.1.  the sale of the Work and the completion of our post-sale Services; or

          15.1.2.  one party gives the other party 90 days written notice to terminate.

15.2.  Either we or you shall be entitled to terminate this Agreement immediately by written notice to the other if the other commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it, within 21 days after receipt of a written notice giving full details of the breach and requiring it to be remedied.

15.3.  Either of us can also terminate this Agreement if the other is the subject of a bankruptcy order
(or the equivalent in any other jurisdiction) or the other becomes insolvent or make any arrangement or composition with, or an assignment for the benefit of, its creditors or if any of its assets are the subject of any form of seizure. If either of us is a company, the other can terminate this contract forthwith if the first party goes into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.

16.1.  The terms of this Agreement represent the entire agreement between us and supersede any previous agreement whether recorded in writing or otherwise.

16.2.  Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may have been notified to the party giving the notice.

16.3.  No waiver or any amendment to these terms shall be effective unless in writing and signed by both of us.

16.4.  Neither party shall be liable for any breach of this Agreement caused by matters beyond its reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, pandemics, industrial disputes (whether or not involving a party’s employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central government or other authorities.

16.5.  A person who is not a party to these terms may not enforce any of them under this Agreements (Rights of Third Parties) Act 1999.

16.6.  If any dispute arises out of these terms, we will both attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. If the matter is not resolved by negotiation, the parties will refer it to mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure.
(See cedr.co.uk).  Unless otherwise agreed, the mediator shall be appointed by CEDR.  If the parties fail to agree terms of settlement within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to arbitration by either party.

16.7.  If the parties have not settled the dispute by the mediation within 42 days of the start of the first meeting held under the procedure described above, the dispute shall be referred to a single arbitrator agreed between the parties or, on failure to agree within 30 days of a written request by one party to the other, appointed on the application of either party to the President for the time being of the Chartered Institute of Arbitrators.  The provisions of the Arbitration Act 1996 shall apply to any arbitration under this Agreement.  The costs, charges and expenses incurred in respect of such arbitration including the legal costs of each of the parties will be at the discretion of the arbitrator.

16.8.  This Agreement shall be governed by the laws of England.