General Terms and Conditions (GTC)

November 10th, 2022

I) General Provisions

Art. 1 Object

Art Recognition (hereinafter referred to as the “Examiner”) undertakes, in accordance with these General Terms and Conditions (hereinafter referred to as the “GTC”), to examine an object for its authenticity and to document it, whereas the Client undertakes to pay a fee.

Art. 2 Conclusion of contract

The order which is subject to these GTC comes into effect as soon as the Examiner has confirmed receipt of the fully completed form “Order to perform an authenticity examination” and acceptance of the order to the Client by e-mail.

The submission of the form “Order to perform an authenticity examination” constitutes a request and not an acceptance.

II) Obligations of the Examiner

Art. 3 Main obligation of the Examiner

The Examiner examines the object to determine whether it was created by a certain person. Who this person is, is specified by the Client in the form “Order to perform an authenticity examination” (hereinafter “Presumed Artist”).

The result of the examination is documented and contains the evaluation of the probability that the object originates from the Presumed Artist.

The evaluation is either that the object has been originated by the Presumed Artist with a probability expressed in percentages or that the object has not been originated by the Presumed Artist with a probability expressed in percentages. If the percentage is less than 100, there is always the possibility that the result of the examination is not correct.

The Examiner does not comment on the financial value of the object.

Art. 4 Conduct of the examination

The examination of the object takes place exclusively with the aid of the software developed by the Examiner (hereinafter referred to as “Examination Software”) and is exclusively based on a photograph of the object which the Client has made available to the Examiner.

A physical examination of the object is excluded. The object may not be physically handed over to the Examiner and the Examiner is not obliged to accept it.
The Client may not provide the Examiner with any other objects or documents (in any form) and the Examiner is not obliged to accept them.

The Examiner does not carry out examinations other than those carried out by the Examination Software. In particular, the Examiner does not carry out stylistic, art-historical, and material-scientific examinations. The Examiner also does not carry out any provenance examinations.

Art. 5 Operating Mode of the Examination Software

The Examination Software is based on artificial intelligence (AI), relies on comprehensive databases, and consists of various programs which, on the one hand, make the photograph ready for examination (data cleaning) and, on the other hand, carry out the actual examination.

During data cleaning, the photograph provided by the Client is converted into a format that allows the actual examination to be carried out.

When the examination is carried out, the Examination Software compares certain characteristics of the object to be examined with the characteristics of a training model. The training model is the result of analyzing objects that the Examiner assumes to be by the Presumed Artist.

The characteristics are in particular the following elements:

  1. Brushstroke
  2. Coloring
  3. Localization
  4. Compositional elements

The selection of the characteristics to be compared is made by the Examination Software.

The comparisons with information from the databases are made in such a way that the photograph of the object to be examined is broken down into individual parts, which are then compared with the characteristics of training models.

Art. 6 Training Models

For the comparisons and the analysis of objects, the Examiner relies on Training Models that work based on data that the Examiner assumes are data sourced from original data from the verified artist (hereinafter “Training Objects”).

The determination of Training Models is exclusively made by the Examination Software and exclusively based on objects’ photographs.

The Client has no right to receive insights into the Operating Mode of the Examination Software or the data used to produce Training Models. Any access to the of the source code is excluded.

The Client has no right to receive or view the data used to produce a Training Model.

The Client shall not name the Examination Software or its source code and user interface as evidence in legal proceedings (e.g., proceedings before state courts and arbitration courts) and shall not call the Examiner or its bodies and employees as witnesses or experts.

Art. 7 New findings regarding the Authenticity of the Training Objects

If the Examiner subsequently learns that the authenticity of one or more Training Objects was doubtful or missing, he will inform the Client by-email.

The Examiner informs the Client about the possible consequences regarding the authenticity of the object under examination.

If the Client wishes to have the object re-examined using an adapted Training Model, the Client must conclude a new contract with the Examiner on the terms and conditions applicable at that time. The Examiner is not obliged to conclude a new order.

The Examiner is not obliged to conduct research into the current state of research on the authenticity of the Training Objects.

Art 8 Written AI Report in general

The Examiner documents its evaluation regarding the Presumed Artist to the Client exclusively in a written AI Report, which takes the form of either an AI Short Report (Art.9) or a Detailed AI Report (Art.10). Whether an AI Short Report or a Detailed AI Report is to be delivered results from the request form (“Order to perform an authenticity examination”).

The written AI Report is delivered in encrypted form (PDF) and bears a digital signature.

The Client has no right to further explanations (in whatever form) or to any further information (before or after delivery of the written AI Report).

Art. 9 AI Short Report

The following information shall be included in the AI Short Report:

  1. Name and address of the Client;
  2. Date;
  3. Photograph of the object under examination, incl. indication of the resolution in pixels (provided by the Client);
  4. Title of the artwork under examination (as provided by the Client);
  5. Name of the Presumed Artist (as provided by the Client);
  6. Percentage probability value that the artwork under examination is or is not originated by the Presumed Artist.

If the examination leads to the result that the examined object is authentic, the Examiner documents the AI Short Report as an AI authenticity certificate, otherwise as an AI authentication result.

The Examiner is free to include general explanations of the Operating Mode of the Examination Software and the Training Objects in the AI Short Reports. However, no obligation thereto exists.

The Examiner usually sends the AI Short Report within seven to fourteen days after completion of the engagement.

Art.10 Detailed AI Report

The following information is included in the Detailed AI Report:

  1. Name and address of the Client;
  2. Date;
  3. Photograph of the object under examination, including indication of the resolution in pixels (provided by the Client);
  4. Title of the artwork under examination (as provided by the Client);
  5. Name of the Presumed Artist (as provided by the Client);
  6. Percentage probability value that the artwork under examination is or is not originated by the Presumed Artist;
  7. Number of Training Objects used to create the Training Model;
  8. Summary of the main points of the examination;
  9. Description of the research method;
  10. Visualizations of the examination results.

The Examiner is free to include further explanations of the examination in the Detailed AI Report. However, no obligation thereto exists.

The Examiner usually sends the Detailed AI Report within seven to fourteen days after completion of the engagement.

Art. 11 Confidentiality

The Examiner shall maintain confidentiality about the existence of this assignment, its content, and the results of its execution.

The Examiner shall not disclose the ownership of the object to be examined.

Statutory duties of disclosure as well as disclosure to the Examiner’s legal, tax and accounting advisors remain reserved.

The obligation to maintain confidentiality is unlimited in time and continues also after termination of the engagement.

Art. 12 No Examination of Objects in Case of Conflicts of Interest

The Examiner does not examine any object in relation to which it, one of its organs or its employees has an interest in the outcome of the examination (e.g. if an organ is the owner of an object).

III) Obligations of the Client

Art. 13 Main Obligation of the Client

The Client shall pay the Examiner a fee plus VAT (if applicable).

The fee is calculated on the basis of the amount stated in the form “Order to perform an authenticity examination”).

Art. 14 Further Services

The Client has no right to further services from the Examiner other than those specified in the assignment. If the Examiner nevertheless accepts such services, the Examiner is entitled to charge the Client for the costs arising from these services. The Client acknowledges these costs.

Art. 15 Due Date of Payment

The remuneration shall be due immediately after completion of the order.

The Client is obliged to make advance payment. Without payment, the Examiner is not obliged to commence the examination.

Art. 16 Method of Payment

Payment shall be made without deductions, as a rule by bank transfer. Costs arising from payment transactions shall be borne by the Client.

Art. 17 Provision of Photography

The Client shall provide the Examiner with a high-resolution photograph of the object in one of the standard image file formats.

If the photograph does not meet the requirements for an examination, the Examiner shall draw the Client’s attention to this and inform him of the requirements that the photograph must meet.

As long as the Examiner does not have a photograph that meets the requirements, the Examiner is not obliged to begin the examination.

The Client guarantees the Examiner that the photograph shows the object in its condition at the time of completion of the order and that the photograph has not been edited.

Art. 18 Grant of License for the Use of the Photograph

The Client allows the Examiner to make all uses of the photograph of the object provided that are necessary to enable the Examiner to carry out the examination of the object.

In particular, the Client allows the Examiner to make the following uses, without any temporal or spatial restrictions:

  1. Electronic reproduction of the photograph as part of the examination using the Examination Software;
  2. Processing of the object photograph (in particular fragmentation, size adjustments and color adjustments) within the scope of the examination using the Examination Software;
  3. Use of the photograph in the written AI report (PDF), including edits;
  4. Broadcasting, making perceptible and making publicly available as part of the examination using the Examination Software;
  5. Granting of sub-licenses with regard to the aforementioned uses.

Furthermore, the Client allows the Examiner the following uses without time or geographical restrictions:

  1. Electronic reproduction of the photograph within the framework of the creation of Training Models by means of the Examination Software;
  2. Editing of the photograph (in particular fragmentation, size adjustments and color adjustments) within the framework of the creation of Training Models by the Examination Software;
  3. Broadcasting, making perceptible and making publicly available in the context of the creation of Training Models by the Examination Software;
  4. Granting of sub-licenses with regard to the aforementioned uses.

The Examiner is permitted to include the examined object as training material in its data bank, but without naming the ownership.

Art. 19 Warranties regarding the licensed uses

The Client warrants that he is validly entitled to permit all uses listed in Art. 18.

If claims are made against the Examiner by third parties based on the uses permitted under Art. 18, the Client shall indemnify the Examiner irrespective of fault.

The Client shall reimburse the Examiner in particular for the following costs:

  1. Litigation and pre-litigation costs for advice, in particular legal and tax advice, costs for obtaining data and information as well as costs for clarifying the facts (all these costs must also be borne if the Examiner wins a possible lawsuit, concludes a settlement, the third party does not pursue the matter further or the third party has wrongly asserted claims).
  2. Legal costs (e.g. court fees and party compensation).
  3. Payment of amounts owed by way of settlement.
  4. Costs of adjusting the Examiner’s computer systems.

The warranty claims can be asserted as long as claims are asserted or can be asserted against the Examiner.

The Examiner does not have to clarify whether the Client is actually in a position to allow the uses to be permitted.

Art. 20 Admissibility of the Examiner commissioning

The Client guarantees that he is either the sole owner of the property or that he commissions the Examiner with the consent of all owners.

In addition, the Client guarantees that no contractual obligations of the Client or the owner conflict with the commissioning of the Examiner.

Art. 21 Use of the AI Report

The Client may use the AI Report only for the purposes stated in the form (“Order to perform an authenticity examination”). Other uses require the written consent of the Examiner.

In particular, the Client is prohibited from making the AI Report available – whether in whole or in part and irrespective of the form – to persons for whom the AI Report is not intended, on the basis of the stated purposes, or to the general public, or from assigning the AI Report to third parties.

If the Client is not the owner of the object, he must ensure that the owner or his own Client uses the AI Report only for its intended purposes, and in particular does not make it available – either in whole or in part and irrespective of its form – to persons for whom the AI Report is not intended on the basis of the stated purposes, or to the general public.

The Client shall be liable to the Examiner for all claims of third parties against the Examiner for which the breach of this provision was a contributing cause. He must accept responsibility for the actions of the owner of the object and, if applicable, of his own Client, as if they were his own.

IV) Termination

Art. 22 Termination in General

This engagement may be terminated immediately at any time by either the Examiner or the Client.

Termination is possible without stating reasons and must be made in writing (e-mail is sufficient).

Art. 23 Fee in the Event of Termination by the Client

If the Client terminates the contract within 24 hours of acceptance of his application, the fee shall be a flat rate of 250 francs (plus VAT).

If the Client terminates the contract within 48 hours of acceptance of his application, the fee shall be a flat rate of 500 francs (plus VAT).

If the Client terminates the contract more than 48 hours after acceptance of his application, the agreed fee shall be due (plus VAT, if applicable).

Art. 24 Fee in the Event of Termination by the Examiner

If the Examiner terminates the contract, no fee is owed.

If the termination was caused by misconduct on the part of the Client, the full agreed fee is due.

Misconduct exists, for example, if the Client has submitted an object for examination without the owner’s consent.

Art. 25 Evaluation and Written AI Report in the Event of Termination

If the assignment is terminated, the Examiner is under no obligation to provide its services, even if the evaluation had already been completed at the time of Termination.

Upon Termination of the mandate, the Examiner is not otherwise obliged to provide an evaluation of the Presumed Artist or to comment on the progress of the evaluation.

V) Liability of the Examiner

Art. 26 Warranty of quality

If an order should be regarded as a contract of sale or a contract for work or a similar contract, the Examiner excludes all warranties in kind for the Training Model, data used and the AI reports produced whatsoever.

Claims for rectification are excluded.

Art. 27 Liability in general

The Examiner is liable exclusively for gross negligence and intent.

Art. 28 No liability for auxiliary persons

Liability for auxiliary persons is completely excluded.

Auxiliary persons are those persons who operate the examination and Examination Software and who do not occupy an executive position.

Art. 29 No liability in case of use of the AI report by a third party

If the AI report is used by a third party or if a third party relies on the evaluation prepared by the Examiner, the Examiner shall be liable to the third party only if she has intentionally (dolus directus) prepared a false evaluation.

If a court considers this exclusion of liability to be inadmissible, liability shall in any case only be assumed for gross negligence and intent.

VI) Miscellaneous

Art. 30 Severability clause

Should any provision contained in these GTC prove to be partially or wholly invalid, this shall not affect the applicability of the remaining provisions. The (partially) invalid provision shall be replaced by a provision that complies with its meaning and purpose.

Art. 31 Amendments to the contract

Subsequent amendments to orders shall only become valid if they are acknowledged by the signatures of both parties.

The requirement of both parties’ signatures may only be waived by both parties’ signatures.

Art. 32 Amendments to the GTC

The Examiner may amend the GTC from time to time to meet changing requirements. The GTC valid at the time the order is placed are authoritative for an order.

Art. 33 Place of jurisdiction

The courts at the registered office of the Examiner in Zurich have exclusive jurisdiction for disputes arising from this engagement.

Art. 34 Applicable law

This engagement is governed by Swiss substantive law (excluding conflict of laws).

Art 35: English Translation

These General Terms and Conditions are translated from the “Allgemeine Geschäftsbedingungen” in German language. In case of doubt or dispute, the “Allgemeine Geschäftsbedingungen” in German language prevail and are solely applicable.

Adliswil, 10.11.2022