ARTICLE 1 – PURPOSE AND SCOPE

1.1 Purpose

These General Terms and Conditions of Sale (hereinafter « GTC ») govern all contractual relationships between IDMETRY (hereinafter « IDMETRY » or the « Service Provider ») and its professional clients (hereinafter the « Client ») regarding the provision of scientific certification services for artworks.

1.2 Services

IDMETRY provides technical and scientific certification services for artworks based on patented micrometric, multispectral, and multidimensional mapping technology. These services include:

• Ultra-precise scientific analysis of the physical properties of artworks
• Creation of a unique and unforgeable digital fingerprint
• Secure storage of analysis data
• Subsequent verification of authenticity and conservation status
• Detection of alterations and interventions on the artwork

It is expressly stated that IDMETRY does not perform any attribution of works to artists nor any art historical expertise.

1.3 Acceptance

Any order for services implies unreserved acceptance of these GTC. No special conditions may prevail over these GTC unless formally accepted in writing by IDMETRY.

ARTICLE 2 – CONTRACT FORMATION

2.1 Quote

Services are subject to a detailed quote prepared by IDMETRY, specifying:

• The exact nature of the analyses to be performed
• The location of intervention
• Completion timeframes
• Price and payment terms
• Quote validity period (30 days unless otherwise stated)

2.2 Order

The order becomes firm and final upon IDMETRY’s receipt of:

• The signed quote with the mention « approved »
• Any required deposit
• Necessary authorizations to access the artworks

ARTICLE 3 – PRICING AND PAYMENT TERMS

3.1 Pricing

Prices are expressed in euros excluding taxes. The applicable VAT is that in force on the date of invoicing. Prices include:

• Scientific analysis of the artwork
• Preparation of the certification report
• Initial data storage (first year)

3.2 Additional Charges

The following are invoiced separately:

• Travel, accommodation, and equipment transport costs
• Customs and temporary equipment import fees
• Specific insurance required by the intervention location
• Data storage beyond the first year

3.3 International Interventions

For interventions outside France:

• A 50% deposit is required upon order
• Travel expenses are payable in full upon order
• Prices may be expressed in the currency of the intervention country

3.4 Payment Terms

Unless otherwise specified:

• 30% deposit upon order for interventions in France
• Balance within 30 days from invoice date
• Payment by bank transfer or check

3.5 Late Payment

In accordance with law, any late payment automatically results in:

• Late payment penalties at 3 times the legal interest rate
• A fixed recovery fee of 40 euros
• Suspension of ongoing services

ARTICLE 4 – SERVICE PERFORMANCE

4.1 Access to Artworks

The Client undertakes to:

• Provide secure access to artworks under conditions suitable for analysis
• Communicate all useful information about the condition and history of the artworks
• Obtain necessary authorizations from owners or rights holders

4.2 Intervention Conditions

IDMETRY operates with mobile equipment without any contact with the artworks. The Client must ensure:

• A suitable workspace (flat surface, adequate lighting)
• Stable temperature and humidity
• Absence of vibrations during measurements

4.3 Timeframes

Completion timeframes are indicative. IDMETRY undertakes to inform the Client of any foreseeable delay. Standard timeframes are:

• 2 to 4 weeks for a complete certification report
• 48 hours for verification on existing data

4.4 Certification Report

The report includes:

• Unique identification of the analyzed artwork
• Detailed scientific mapping
• Unforgeable digital fingerprint
• Analysis parameters used
• Date and conditions of analysis

ARTICLE 5 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY

5.1 Intellectual Property

IDMETRY retains full ownership of:

• Its patented analysis technologies and methods
• Algorithms and software used
• Know-how and developed processes

The Client acquires only usage rights to reports and data concerning them.

5.2 Confidentiality

IDMETRY undertakes to:

• Maintain confidentiality regarding the Client’s identity (unless otherwise agreed)
• Not disclose analysis results without authorization
• Protect information about the location and ownership of artworks

5.3 Data Use

IDMETRY may use anonymized data for:

• Scientific research purposes
• Technology improvement
• General statistics on artwork conservation status

ARTICLE 6 – DATA PROTECTION

6.1 Data Processing

In accordance with GDPR, IDMETRY processes data as data controller for:

• Contract execution
• Compliance with legal obligations
• Legitimate interests of scientific research

6.2 Data Retention

Analysis data is retained:

• Minimum 10 years for subsequent verification needs
• Indefinitely in pseudonymized form for scientific research
• According to legal periods for accounting data

6.3 Security

IDMETRY implements appropriate technical and organizational measures to ensure data security, including:

• Encryption of sensitive data
• Restricted and controlled access
• Regular and secure backups
• Offline storage: Stored data is not accessible online or on any internet-connected server, ensuring optimal protection against cyberattacks

6.4 Data Protection Officer

For any questions regarding data protection or to exercise your rights, you may contact our Data Protection Officer (DPO) at: DPO@idmetry.com

ARTICLE 7 – LIABILITY AND INSURANCE

7.1 Nature of Obligation

IDMETRY is bound by an obligation of means. Certification relates exclusively to the physical condition of the artwork at the time of analysis and constitutes neither an authenticity expertise nor an attribution.

7.2 Limitation of Liability

IDMETRY’s liability is limited to:

• The amount of fees received for the service concerned
• Direct damages excluding any indirect prejudice
• Cases of gross negligence or willful misconduct

7.3 Exclusions

IDMETRY cannot be held liable for:

• Conclusions drawn from its analyses by third parties
• Variations in the artwork’s condition after analysis
• Non-compliant uses of its reports

7.4 Insurance

IDMETRY has professional liability insurance covering its activity. The Client must insure the artworks during intervention.

ARTICLE 8 – FORCE MAJEURE

8.1 Definition

Force majeure events include unforeseeable, irresistible, and external events, notably:

• Natural disasters
• Wars, attacks, riots
• Transport strikes
• Pandemics and governmental restrictions
• Critical infrastructure failures

8.2 Effects

Force majeure suspends the parties’ obligations. If the event persists for more than 30 days, either party may terminate the contract without compensation.

ARTICLE 9 – TERMINATION

9.1 Termination for Breach

In case of serious breach by one party, the other party may terminate the contract after formal notice remaining unsuccessful for 15 days.

9.2 Early Termination

The Client may terminate the order subject to:

• Payment for services performed
• Compensation of 30% of unperformed services
• Reimbursement of incurred expenses

ARTICLE 10 – GENERAL PROVISIONS

10.1 Modifications

IDMETRY reserves the right to modify its GTC. The applicable GTC are those in force on the order date.

10.2 Partial Nullity

If a clause is declared null, other provisions remain applicable.

10.3 Non-Waiver

Failure to exercise a right does not constitute a waiver to exercise it later.

10.4 Assignment

The contract cannot be assigned without IDMETRY’s written agreement.

ARTICLE 12 – SPECIFIC PROVISIONS FOR US CLIENTS

12.1 CCPA/CPRA Compliance (California)

For California resident clients, IDMETRY acknowledges and respects the following rights:

• Right to know what personal information is collected
• Right to request deletion of data (subject to legal exceptions)
• Right to opt-out of personal data sharing
• Right to non-discrimination for exercising these rights

12.2 Other US States

IDMETRY complies with applicable data protection laws of other US states, including the Colorado Privacy Act (CPA), Connecticut Data Privacy Act (CTDPA), Utah Consumer Privacy Act (UCPA), and Virginia Consumer Data Protection Act (VCDPA).

12.3 Privacy Request Contact

US clients may submit privacy-related requests to: DPO@idmetry.com

ARTICLE 13 – APPLICABLE LAW AND JURISDICTION

13.1 Applicable Law

These GTC are governed by French law.

13.2 Amicable Settlement

The parties undertake to seek an amicable solution to any dispute before any legal action.

13.3 Competent Jurisdiction

In the absence of an amicable agreement, any dispute shall fall under the exclusive jurisdiction of the Paris Commercial Court.

IDMETRY
102 avenue des Champs Elysées – 75008 PARIS – FRANCE
contact@idmetry.com
RCS Paris 944 150 010
VAT Number: FR87944150010