AstaGuru Auction House Private Limited (“AstaGuru”) is in the business of conducting online auctions on its website viz., www.astaguru.com.
The sale and purchase of items through any auction conducted by AstaGuru Auction House Private Limited shall be governed by these Terms & Conditions of Sale, and under other procedures &rules as may be made and established under them.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

- “Applicable Law” shall mean to the extent it applies to a Person, all applicable laws, statutes, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees or other requirements or official directive of any Governmental Authority or Person acting under the authority of any Governmental Authority and/or of any statutory authority in India, whether in effect on the Execution Date or thereafter; .“AstaGuru Auction” (or “auction") shall mean an online auction conducted by AstaGuru in accordance with these Terms and Conditions of Sale;
- “AstaGuru Buyer’s Margin” (or “Margin”) is the percentage of margin charged by AstaGuru to the successful Registered Bidder on the Hammer Price of the Artwork, in any auction conducted or hosted by AstaGuru. This Margin shall be 18%, unless specified otherwise.
- “Auction Date” shall mean the day on which the AstaGuru Auction is conducted for the Lot;
- “Business Day” shall mean any day, other than Saturday or Sunday, on which banking institutions in Mumbai, India are open for banking transactions;
- “Buyer” shall mean the Person whose bid is accepted by AstaGuru as the winning bid in an AstaGuru Auction, at AstaGuru's discretion;
- “Estimate Price” shall mean the estimates provided by AstaGuru, at its discretion based on the average market value of the Lot;
- “Governmental Authority” shall mean any international, national, provincial, regional, central, state, municipal or local government, any instrumentality, subdivision, court, administrative, executive or regulatory agency, commission, board, tribunal or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, legislative or other governmental or quasi-governmental authority (in each of the foregoing cases, whether in India or outside India), in each case, having jurisdiction pursuant to Applicable Law;
- “Hammer Price” is the final winning bid amount in the Auction placed by a Registered Bidder, which shall be above the Estimate, and also above the Reserve Price, if any, set by the Owner or AstaGuru, and which excludes the AstaGuru Buyer’s Margin.
- “INR” shall mean the lawful currency of the Republic of India;
- “Lot” shall mean the individual jewellery / memorabilia / automobile / timepiece / artwork or any other item being offered for sale at an AstaGuru Auction;
- “Person(s)” shall mean any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability company, joint venture, Governmental Authority or trust or any other entity or organization;
- “Prospective Bidder” is anyone who wishes to participate to potentially bid in any AstaGuru Auction.
- “Registered Bidder” (or “Bidder”) shall mean any person who has registered with AstaGuru to participate and bid in any auction conducted by AstaGuru.
- “Reserve Price” shall mean the minimum price at which the Lot shall be sold at the AstaGuru Auction and shall not be disclosed to the Registered Bidders;
- “Opening Bid” is the price at which all bidding for the Lot will start.
- “Terms and Conditions of Sale” means the terms and conditions stipulated herein below, which are applicable to all Buyers, Bidders and any prospective bidders in an AstaGuru Auction, as may be amended by AstaGuru from time to time; and
- “Website” shall mean www.astaguru.com;

1.2 Definitions specific to timepieces

a) General Condition
i) “Well Used” shall mean that the time piece wristwatch/clock/pocket watch, is a pre-owned product and has indication of basic wear and tear and is keeping time at the time of cataloguing;
ii) “Substantially Used” shall mean that the time piece wristwatch/clock/pocket watch, is a pre-owned product that has prominent signs of significant wear and tear from regular or heavy use and is in working condition at the time of cataloguing;
b) Condition/Grading
i) “Fair” shall mean that:
• The item may have noticeable and or prominent/visible scratches/dents/scuffs/chips, dents or other wear and tear associated with regular/heavy use.
• At the time of cataloguing, the watch movement is in working condition.
• For timepieces marked ‘Fair’, a service is recommended post purchase.
• This description does not pertain to condition of straps, leather/rubber/fabric/textile/synthetic etc.;
ii) “Good” shall mean that:
• The watch may have minor swirls/scratches but overall, gently used.
• At the time of cataloguing, the watch movement is in working condition.
• For watches marked ‘Good’ service is optionally recommended.
• This description does not pertain to condition of straps, leather/rubber/fabric/textile/synthetic etc.;
iii) “Excellent” shall mean that:
• The watch has no noticeable scratches, no dents or signs of wearand tear.
• At the time of cataloguing, the watch movement is in very goodworking condition.
• For watches marked ‘Excellent’ service is not required immediately.
• This description does not pertain to condition of straps, leather/rubber/fabric/textile/synthetic etc.;

1.3 Interpretation: Unless the context of these Terms and Conditions of Sale requires otherwise:

- words of any gender are deemed to include those of the other gender;
- words using the singular or plural number also include the plural or singular number respectively;
- the terms 'hereof', 'herein', 'hereby', 'hereto' and derivatives or similar words refer to these Terms and Conditions of Sale or specified Clauses thereof, as the case may be;
- the term 'Clause' refers to the specified Clause of these Terms and Conditions of Sale;
- headings and bold typeface are only for convenience and shall be ignored for the purpose of interpretation;
- reference to legislation or law or to any provision thereof shall include references to any such law as it may from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision;
- references to an “Terms and Conditions of Sale” shall be construed as a reference to these Terms and Conditions of Sale as may be amended, varied, supplemented or novated in writing at the relevant time in accordance with the terms herein;
- any reference to books, files, records or other information or any of them means books, files, records or other information or any of them in any form or in whatever medium held including paper, electronically stored data, magnetic media, film and microfilm;
- no provisions of these Terms and Conditions of Sale shall be interpreted in favour of, or against, any party by reason of the extent to which such party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof;
- any time of day or date is to that time or date in India; and
- time is of the essence in the performance of the Parties' respective obligations. If any time period specified herein is extended, such extended time shall also be of the essence.

2. REGISTRATION OF BIDDERS
2.1 In order to qualify as a Bidder and be eligible to bid at an AstaGuru Auction, prospective bidders should complete all registration and verification formalities with AstaGuru as stipulated in these Terms and Conditions of Sale.
2.2 If a prospective bidder is not previously registered with AstaGuru, he shall register with AstaGuru to bid at an AstaGuru auction at least 4 (four) Business Days before the Auction date.   
2.3 The prospective bidder shall fill the online registration form on the Website and may be required to provide AstaGuru, with the following details – (i) any government issued proof of identity; (ii) any government issued proof of residence; (iii) PAN and Aadhar details (proof of the prospective bidder’s tax residency status); (iv) any information requested by AstaGuru to examine the prospective bidder's source of funds; (v) purpose behind purchasing the Lot, if deemed necessary by AstaGuru; (vi) if the prospective bidder is not an individual,  AstaGuru may require additional information and documentation with respect to the entity in addition to information required in this Clause 2.3 (iv) and (v), including but not limited to: (a) its certificate of incorporation/establishment/registration; (b) proof of authority of the authorized representative to transact on behalf of the entity; (c) details mentioned in 2.3(i), (ii) and (iii) of the authorized representative.
2.4 AstaGuru shall verify the details provided by the prospective bidder under Clause 2.3 and may at its sole discretion, refuse acceptance of registration of a prospective bidder, should any of the information furnished under Clause 2.3 is not acceptable or for any reason whatsoever.
2.5 The prospective bidder may be required to provide a financial reference (past 6 months’ bank statements, the last 3 years’ IT Returns, etc.) and/or a security deposit determined in accordance with the table below or such other amount as determined by AstaGuru in its sole discretion (the “Security Deposit”), prior to gaining bidding access at an AstaGuru Auction, if deemed necessary by AstaGuru. The Bidder shall not be entitled to any interest on the Security Deposit for the duration that it remains with AstaGuru. The Security Deposit shall be returned to the Bidder in case: (i) the Bidder is unsuccessful in the auction; or (ii) the value of the successful bid is less than the amount of the Security Deposit, in which case the positive difference between the Total Purchase Price and the Security Deposit shall be returned to the Bidder.

2.6 AstaGuru reserves the right to: (i) request additional information from the prospective bidder to verify the information provided in the registration form; (ii) request any additional bank references or guarantees from the prospective bidder.
2.7 AstaGuru shall give bidding access to any prospective bidder at its discretion, subject to the fulfilment of all registration formalities as contained in these Terms and Conditions of Sale.
2.8 AstaGuru shall provide all bidding access at least 24 hours before the Auction Date.
2.9 AstaGuru reserves the right to cancel any bidding access provided to a Bidder.
2.10 AstaGuru reserves the right to withdraw a Lot before, during or after the bidding at an AstaGuru Auction, at its sole discretion, including if it has a reason to believe that the authenticity or accuracy of the Lot is in doubt.
2.11 AstaGuru reserves the right to postpone completion of a sale under an AstaGuru Auction until AstaGuru completes its registration and client identification formalities.
2.12 AstaGuru reserves the right to refuse registration to any entity at its sole discretion.
2.13 The email and the phone number given by the Prospective Bidder at the time of registration cannot be changed by the Registered Bidder once it has been registered with AstaGuru. It can only be changed by AstaGuru by proper verification to its satisfaction after the Registered Bidder initiates a request for such a change by making a written request to AstaGuru.

3. RESERVE PRICE, ESTIMATES AND MARGIN
3.1 The Reserve Price is confidential and will not be disclosed to any Bidders.
3.2 AstaGuru may provide an Estimate Price for each Lot to be auctioned, based on the average market value of the said Lot as determined by AstaGuru.
3.3 The Estimate Price given by AstaGuru shall only be a guide to the Bidders and does not indicate with any accuracy, the Total Purchase Price (as defined below).
3.4 The Estimate Price given by AstaGuru, and the Hammer Price of the Lot at an AstaGuru Auction do not include: (i) AstaGuru Buyer’s Margin at [18%] of the Hammer Price; (ii) any packing, insurance, shipping or handling charges in connection with the sale of the Lot; (iii) any duties or taxes payable on the Lot.
3.5 The Estimate Price is based on an average market value of the lot, determined at AstaGuru’s discretion. This Price is provided only as a guide for the Bidders. Bidders should not rely solely on the Estimate Price as a prediction of the price that the Lot may get sold at in any auction. All Bidders are advised to carry out their independent research. The Estimate Price does not include the AstaGuru Buyer’s Margin, packing, insurance, shipping, handling charges and any other taxes.

4. CONDUCT OF ASTAGURU AUCTION
4.1 The auction catalogue for an AstaGuru Auction shall be made available 1 (one) week before the Auction Date for all prospective bidders as may be available in the AstaGuru database and who AstaGuru deems fit to receive the catalogue.  AstaGuru has the right to withdraw a Lot before, during or after the auction, if it has reason to believe that the authenticity of the Lot or accuracy of the description is in doubt.
4.2 Bidding Process

- Bid may be placed online by the Registered Bidders. AstaGuru shall not be responsible for any Bidders not being able to place their bids online due to lack of an understanding of the process or due to a lack of connectivity.
- AstaGuru may set limits on the number of bids that may be made by a Bidder.
- Bidders shall be informed of their bidding limits, if applicable. Upon exhausting the respective bidding limit, the Bidder will not be able to place any further bid, unless allowed by AstaGuru at its sole discretion or by depositing such sum of money with AstaGuru for increasing the bidding limit; such facility being made available to any Bidder at AstaGuru’s sole discretion.
- If the Bidder is successful, then the further process is described herein. If a Bidder is unsuccessful, then the Security Deposit shall be refunded to the Bidder within 5 working days of the auction date.
- In case a Bidder is successful, the Security Deposit shall be adjusted towards the Total Purchase Price.
- In case a Bidder is successful and the Bidder fails to pay the Total Purchase Price on or before the Long Stop Date provided under Clause 6.6, AstaGuru reserves the right to forfeit the whole or any part of the Security Deposit as it determines in its sole and absolute discretion.

4.3 Absentee / Proxy Bids

- Absentee or Proxy Bids are those bids which are placed by a Registered Bidder in any auction, either before the start of the auction or during a live auction, where the system automatically places the bids for the Registered Bidder as per the amounts set by the Bidder.
- Absentee or Proxy Bids can only be placed by a Bidder through the AstaGuru website.
- A Proxy Bid placed before the start of an auction (pre-auction Proxy Bid) may be placed at least 24 hours prior to the start of an auction. A pre-auction Proxy Bid can be cancelled more than 24 hours prior to the start of an auction.
- A Proxy Bid placed during a live auction cannot be cancelled once placed.
- The starting value of a Proxy Bid placed before the start of an auction (pre-auction Proxy Bid) shall be at least 10% higher than the Opening Bid.
- If a Proxy Bid is placed during the live auction, the amount shall be at least 20% higher than the next valid bid, for all bids below ? 5,00,00,000/- (Rupees Five Crores) and shall be at least 7% higher than the next valid bid for all bids above ? 5,00,00,000/- (Rupees Five Crores).
- The increments for the Proxy Bids shall be 10% for all bids below ? 5,00,00,000/- (Rupees Five Crores) and shall be 5% for all bids above ? 5,00,00,000/- (Rupees Five Crores).
- The Bidder may place a proxy bid at any time, before an AstaGuru Auction goes live until the end of the auction.
- The Bidder may place a proxy bid by submitting a duly signed written bid form provided on the Website.
- AstaGuru reserves the right to reject any proxy bid at its discretion.

4.4 Opening Bids
The value of the opening bid shall be determined as follows:

- The opening bid shall be [10%] lower than the value of the lower estimate.
- In case of a 'No Reserve' auction, the opening bid shall be at [ ? 20,000 (Indian Rupees Twenty Thousand)]. (A ‘No Reserve’ auction is one in which, no ‘Reserve Price’ has been set.)

4.5 Bid Increments

- All live bids on the Website shall have an increment of 10% (ten per cent);
- If the bid exceeds ? 5,00,00,000 (Indian Rupees Five Crores only), the increment on the live bid shall be 5%.

4.6 Phone Bidding

- Phone bidding is a free service offered as a convenience to all Registered Bidders and “AstaGuru Auction House Pvt Ltd.” is not responsible for any error (human or otherwise), omission, or breakdown in providing this service.
- Phone Bids request must be made no later than 24 hours prior to the auction. AstaGuru will accept bids by telephone for lots only if any staff is available to take the bids. AstaGuru may record telephone bids at its discretion. By bidding on the telephone, the Registered Bidder is agreeing to AstaGuru recording any telephonic conversations. The telephone bids are governed by these Conditions of Sale.
- In the case of telephone bids, at about the time the Lot comes up for auction, attempts will be made to contact the Bidder by telephone and, if successful, the Bidder may then participate in the auction through the AstaGuru staff. The Bidder accepts that such contact is at the Bidder's risk. AstaGuru does not take any liability or responsibility should there be any interruption or suspension of phone services.
- The Bidder accepts that in the event that the telephone link is not established, or breaks down, or there is any confusion or disruption, then the Bidder will not be able to participate in the Auction.
- AstaGuru will not be held responsible for instructions or authorizations given to them which are unclear or incomplete, and in the case of unclear or incomplete instructions, such bids will not be accepted and/or placed in the concerned auction.
- If it is impossible to obtain telephone contact or the link breaks down, AstaGuru is authorized to continue to bid on behalf of the telephone bidder up to the maximum bid last stated over the call.
- The Bidder shall have to provide his Login access, including the password to his account to an AstaGuru representative, who will then place the Bid on his behalf. If the password is not available with the Bidder, he may choose to generate an OTP from the AstaGuru website, which he will have to provide to the AstaGuru representative to access his account. The Bidder is advised to change his account password after the end of each auction when he has disclosed his password or the OTP to any AstaGuru representative to avoid any unauthorised account access in the future.
- The Bidder indemnifies AstaGuru from any claims and damages that he may incur as a result of him disclosing his account access details to an AstaGuru representative.

4.7 Personalized Bid Notifications

The Bidder shall be kept informed about the progress of his bids at an AstaGuru Auction, including when he is outbid or when he wins a particular Lot by e-mail and mobile alerts.

4.8 By bidding at an AstaGuru Auction, the Bidder makes an irrevocable offer to purchase the Lot. Such an offer shall be deemed to be accepted when the bid placed by the Bidder is the ‘Hammer Price’ for any Lot in an auction.
4.9 Bids may be placed in USD or INR. All foreign currency exchange rates during an AstaGuru Auction shall be based on a constant rate. However, they are subject to change after each session.
4.10 AstaGuru reserves the right to accept, record and reject any bid.
4.11 AstaGuru reserves the right to reject the highest bid from any Bidder on the Auction Date, at its sole discretion.
4.12 Once the Bidder has placed a bid and/or a proxy bid, the Bidder cannot cancel such a bid.
4.13 The closing bid is considered to be the winning bid only if such a bid exceeds the Reserve Price.
4.14In the event a bid is placed under three minutes from the closing schedule of the Lot, the closing time for that Lot will be reset to three minutes. This process shall continue until there are no further bids placed under three minutes remaining for the end of the auction.
4.15 AstaGuru reserves the right to rescind the sale within 7 (seven) Business Days of the Auction Date on account of a breach of any of these Terms and Conditions of Sale.

5. AUTHENTICITY

5.1 AstaGuru assures on behalf of the source/owner of the Lot, the authenticity of the Lot on its Website to the best of its knowledge and abilities. AstaGuru relies on the authenticity guarantees given by the source of the Lot and cannot be held liable for its accuracy. Buyers are advised to conduct their independent verification of the Lot for its authenticity and condition.
5.2 The Buyer may, subject to conditions under Clause 5.3, raise a claim challenging the authenticity of the Lot within 1 month from the date the Lot is collected by the Buyer from AstaGuru. A claim for refund in the case of any inauthenticity of the Lot may be made only by the Buyer, and nobody else. If the Buyer transfers the Lot to any other entity, that entity shall not be eligible to make any claim against AstaGuru for any reason whatsoever.
5.3 In order to successfully raise a claim to challenge the authenticity of the Lot under this Clause 5:

- the Buyer shall be required to produce examinable proof clearly demonstrating that the Lot is deemed inauthentic by an established and acknowledged authority;
- the Lot should be in the same condition as it was at the time of purchase from AstaGuru, subject to AstaGuru's satisfaction; and
- any expenses incurred by AstaGuru in recovering the amount refundable under Clause 5.5 shall be borne by the Buyer.

5.4 List of Authenticators- If the Lots are Memorabilia, AstaGuru relies on the below mentioned 3rd party authenticators, as may be updated from time to time, at AstaGuru's discretion.

- PSA / DNA, based out of Newport Beach, California, United States of America.
- Authentic Autographs Unlimited (AAU), based out of Las Vegas, United States of America
- James Spence Authentication (JSA), based out of Florida, United States of America.
- Online Authentics, based out of California, United States of America.
- Beckett Authentication Services (BAS), based out of Phoenix, Arizona, United States of America.
- Guaranteed Forensic Authenticators (GFA), based out of United States of America.
- Firma Stella based out of United Kingdom
- Field of Dreams, based out of Texas, United States of America.
- Online Authentics, based out of California, United States of America.
- Antiquities Experts, based out of New York, United States of America.
- Wonderland Memorabilia, based out of Nottingham, UK
- Antiquities of California (AOC), United States of America
- SchwartzSportsAuthentic.com
- Upper Deck Authenticated (UDA), based out of California, United States of America.
- International Cricket Council (ICC) based out of Dubai, United Arab Emirates.  Autograph Collectables, based out of California, United States of America.
- Icons.com.
- Online Authentics, based out of California, United States of America.
- Authenticatedsignedink.com.

5.5 If the Buyer's claim to challenge the authenticity of the Lot under Clause 5 is successful, the Buyer shall be refunded the Total Purchase Price (as defined below), subject to recovery of such amount by AstaGuru from the source of the Lot.
5.6 In the unlikely event that any Lot is proved to be inauthentic to AstaGuru’s satisfaction, within a period of 1 month from the date the Lot is collected by the Buyer from AstaGuru, AstaGuru shall be liable to pay back the Total Purchase Price minus any shipping charges, to the Buyer. The Lot shall be returned to AstaGuru by the Buyer in the same condition as it was, when it was delivered, at the Buyer’s expense and responsibility.
5.7 The Buyer shall be responsible for any expenses that AstaGuru may need to incur in order to authenticate the Lot, in the case of any claim of inauthenticity.
5.8 In the unlikely even that a Lot is proved to be inauthentic, AstaGuru shall raise a claim for refund of money with the original owner/source. If the original owner/source fails to refund the amount, the Buyer shall authorize AstaGuru and cooperate in any manner possible to recover the amount as may be due and payable by the original source/owner to AstaGuru, by adopting any appropriate legal proceedings.

6. PAYMENT BY THE BUYER

6.1 The title and ownership interest in the Lot shall be transferred in favour of the Buyer, along with the assignment of the Copyright that AstaGuru owns, only after all payment due under Clause 6 is received by AstaGuru in its bank account notified to the Buyer for payment through bank transfer.
6.2 The Total Purchase Price payable by the Buyer to AstaGuru shall include the Hammer Price, AstaGuru Buyer’s Margin and any shipping, packing and handling charges incurred by AstaGuru in connection with the Lot, as calculated by AstaGuru.
6.3 AstaGuru shall raise an invoice in favour of the Buyer within 3 (three) Business Days of the Auction Date (“Invoice Date”).
6.4 The Buyer shall pay the Total Purchase Price to AstaGuru within 7 (seven) days of the Invoice Date (“Collection Date”).
6.5 Buyers, who are Indian Tax residents, shall pay the Total Purchase Price in INR and all other Buyers shall pay in USD. If the Total Purchase Price is stipulated in INR terms, then the Buyer must ensure that AstaGuru receives the full payment of the Total Purchase Price, irrespective of exchange rate fluctuations, if any.
6.6 In the event the Buyer does not pay the Total Purchase Price within the timeframe provided under Clause 6.4, he shall be liable to pay a Late Fee to AstaGuru at 2 % (two per cent) per month on the Total Purchase Price for up to 1 (one) month on and from 7 (seven) days from the Invoice Date (the “Long Stop Date”), after which the Sale may be subject to cancellation at AstaGuru’s sole and absolute discretion and the Buyer will be liable to pay liquidated damages of 18% on the “Hammer Price”. The Buyer agrees that the aforesaid amount represents a genuine pre-estimate of the damages which AstaGuru will suffer as a consequence of the Buyer’s failure to pay the Total Purchase Price on or before the Long Stop Date.
6.7 In the event the Buyer does not pay the Total Purchase Price within the stipulated timeframe provided under Clause 6.4, AstaGuru shall treat such non-payment as a breach of these Terms and Conditions of Sale and Parties shall proceed on the premise that a Dispute under Clause 10 has arisen.
6.8 In the event the Buyer does not pay the  Total Purchase Price within the stipulated timeframe provided under Clause 6.4 & 6.6, AstaGuru may at its discretion dispose the Lot as it may deem fit, including by a re-auction. 

7. DELIVERY AND COLLECTION OF PURCHASED LOT

7.1 Subject to receipt and clearance of the Total Purchase Price, AstaGuru shall ship the Lot to the Buyer within 7 Days from receipt of the Total Purchase Price (“Date of Payment”).
7.2 All delivery durations / periods mentioned shall only be an estimate based on past experience and estimates given by our delivery partners and shall not be construed to be a guarantee.
7.3 Subject to receipt and clearance of the Total Purchase Price payable by the Buyer, the Buyer may also opt to collect the Lot from AstaGuru at his own expense and responsibility.
7.4 Any Buyer who opts to collect the Lot from AstaGuru under Clause 7.2 but has not collected the said Lot within 30 days from the Date of Payment shall be charged a demurrage/storage fee at 2% per month on the Total Purchase Price of the Lot calculated from the Date of Payment.
7.5 The Buyer shall be liable to insure the Lot against any damages or losses in transit.
7.6 Unless the description of the Lot stipulates otherwise, all purchased Lots are packed & dispatched as per AstaGuru’s determination of the best mode of shipping. However, if the Buyer prefers an alternative, the same may be implemented at the Buyer’s cost & responsibility. AstaGuru will invoice the buyer for costs incurred in relation to the foregoing and shall not incur any responsibility for any damage that may be caused to the Lot during transit.
7.7 In the case of international shipments, International Chamber of Commerce (hereinafter: ICC) EXW (Mumbai), Incoterms 2020 shall be applicable to these Terms & Conditions of Sale.

8. EXTENT OF ASTAGURU'S LIABILITY

8.1 The description of the Lot, as contained on the Website is to the best of AstaGuru's opinion and as represented by the source. Bidders are advised to engage and consult with independent professionals/experts on the same.
8.2 AstaGuru shall not be liable for any damage or loss during transit of the Lot. Such losses must be covered by the Buyer as provided under Clause 7.4.
8.3 AstaGuru shall not be liable in case the Website has any technical problems, including for any failure or delay in executing the bids placed via the Website.
8.4 AstaGuru shall not be liable for the rejection of any bids received post the stipulated closing time of the bid. AstaGuru acknowledges that there may be a lag period between the Bidder placing the bid and the same being received and registered by AstaGuru. Bidders are advised to safeguard against such lags in placing individual bids by updating their account with the relevant Proxy Bid.
8.5 AstaGuru and any of its affiliates and (as applicable) their respective directors, officers, employees, representatives and advisors shall not be liable for any errors or omissions on the Website, in the catalogue or in any marketing communication.
8.6 Each and every obligation under these Terms & Conditions of Sale shall be treated as a separate obligation and shall be severally enforceable as such in the event of any obligation or obligations being or becoming unenforceable in whole or in part. To the extent that any provision or provisions of these Terms & Conditions of Sale are unenforceable, they shall be deemed to be deleted from these Terms & Conditions of Sale and any such deletion shall not affect the enforceability of the remainder of these Terms & Conditions of Sale not so deleted provided the fundamental Terms & Conditions of Sale are not altered.

9. EXTENT OF BUYER'S LIABILITY

9.1 Securing the winning bid shall be deemed to result into an enforceable contract of sale between AstaGuru and the said Bidder in accordance with these Terms and Conditions of Sale.
9.2 All Lots offered in an AstaGuru Auction are in its 'present/current condition' encompassing all existing faults and imperfections. Bidders are advised to inspect each Lot carefully before bidding.
9.3 The Buyer shall be liable for all the packing, insurance, shipping or handling charges in connection with the sale of the Lot.
9.4 The Buyer shall be liable for any duties or taxes in addition to the Total Purchase Price under Clause 6.2 in connection with the sale of the Lot.
9.5 All Lots classified as Antiquities or Art Treasures under the Antiquities and Art Treasures Act, 1972 are non-exportable and cannot be taken out of India. Any attempt to export such a work without the express permission of Archaeological Survey of India (ASI) shall entirely be at the Buyer's risk.
9.6 All Lots deemed to be a 'Notified Antiquity' under the Antiquities and Art Treasures Act, 1972 need to be registered with ASI. After such a Lot is sold at the auction, it is the Buyer's responsibility to intimate the ASI of such transfer.
9.7 Due to the unpredictable nature of internet/Mobile App data network, there may be a lag period between the time of the Bidder placing the bid, and it being received/registered by AstaGuru’s server. Although the Bidder may have placed a bid within the stipulated closing schedule, nonetheless, AstaGuru receives the transmitted bid post the closing schedule; in that event the bid will be rejected under such circumstances. It shall be the Bidder’s responsibility to update his account with the relevant Proxy Bid in order to safeguard any lag-oriented delays while placing individual bids.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 These Terms & Conditions of Sale shall be governed by and construed in all respects in accordance with the Applicable Laws of India, as amended from time to time [without giving effect to its principles of conflict of laws]
10.2 Any dispute, claim or controversy whatsoever arising out of or in connection with or relating to these Terms & Conditions of Sale, including the existence, breach, termination or invalidity thereof (“Dispute”), shall first be
attempted to be resolved by good faith negotiations between the respective senior executives of the Parties who have the authority to settle such Dispute. Negotiations pursuant to this clause shall be requested by either Party by notice to the other Party in writing.
10.3 In the event that any Dispute is not resolved through negotiations in accordance with Clause 10.2 above within 14 (fourteen) days after one Party has served a written notice on the other Party requesting the commencement of negotiations, either Party may elect to refer the dispute to mediation by a Sole Mediator, who shall either be an Advocate having at least 10 years’ practice at the Bombay High Court with experience or training in Mediation, or a retired High Court Judge. The expenses for Mediation shall be borne equally by the Parties. The Mediation can take place at any venue mutually convenient to the Parties or even online through a video-conferencing application or any other suitable platform or application.
10.4 In case of the failure of the mediation proceedings, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Mumbai Centre for International Arbitration (“MCIA Rules”), which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Mumbai. The Tribunal shall consist of one arbitrator, appointed with the mutual consent of both parties. The language of the arbitration shall be English. The law governing this arbitration agreement shall be The Arbitration & Conciliation Act, 1996, or any statutory amendment or modification thereof. The law governing the contract shall be the Indian Contract Act, 1872, or any statutory amendment or modification thereof. All the costs and fees to be borne by the parties to these Terms & Conditions of Sale in equal measure without recourse to recovery of costs. Any reference to Arbitration under the terms of these Terms & Conditions of Sale, shall be made by either Party in writing. The Courts in Mumbai shall have exclusive jurisdiction in relation to any court proceedings, arising under, out of, or in relation to the arbitration. All costs related to the Arbitration shall be borne by both the Parties equally.
10.5 Each of the Parties hereby acknowledges and agrees that its failure to participate in arbitration proceedings commenced pursuant to Clause 10.4 above in any respect or to comply with any request, order or direction of the arbitrator shall not preclude the arbitrator from proceeding with such arbitration and/or making a valid final award.
10.6 The decision/ award of the arbitrator shall be made in writing and shall be final and binding on the Parties. The Parties shall submit to the arbitrator's award and the same shall be enforceable in any competent court of law.
10.7 All notices or other communications to be given under these Terms & Conditions of Sale shall be made in writing and by letter to the Registered Address of AstaGuru or by email to contact@astaguru.com; and shall be deemed to be duly given or made when delivered (in the case of personal delivery).

11. CONDITIONS OF SALE RELATED SPECIFICALLY TO TIMEPIECES

Please read these conditions of sale and the sale particulars carefully before placing any bid on a lot or buying any lot using buy-now/bid-now/proxy-bid/phone-bid. These conditions of sale and the sale particulars, along with the important notices and explanation of cataloguing practice, set out the terms and conditions on which we offer the lots listed in the catalogue. By registering to bid and/or by bidding at auction, you agree to these terms and conditions and they will become contractually binding on you. They also describe certain limitations and exclusions of liability for AstaGuru and the seller of a lot, where applicable. AstaGuru acts as agent for the seller. Please ensure that you have understood all charges, fees and taxes that may be applied to your bid price before you place your bid.
11.1 The condition of lots can vary widely due to factors such as age, previous damage, restoration, repair, and wear and tear. Their nature means that they will rarely be in perfect condition. Lots are sold “as is”, in the condition they are in at the time of the sale, without any representation or warranty or assumption of liability of any kind as to condition by AstaGuru or its associates/employees.
11.2 Any reference to condition in the sale particulars or in a condition report will not amount to a full description of condition, and images may not show the condition of a lot clearly. Colours and shades may look different on the screen/in the pages compared to how they look on physical inspection. Condition reports may be available as per the discretion of AstaGuru to help you evaluate the condition of a lot. Condition reports are provided free of charge as a convenience to our buyers and are for guidance only. They offer our opinion, but they may not refer to all faults, inherent defects, restoration, alteration or adaptation. For that reason, they are not an alternative to seeking your own professional advice.
11.3 Estimates are based on the condition, rarity, quality and provenance of the lot and on prices recently paid at auction for similar property. Estimates can change. Neither you, nor anyone else, may rely on any estimate as a prediction or guarantee of the actual selling price of a lot or its value for any other purposes. Estimates do not include any buyer’s premium/premiums or any applicable taxes or charges.
11.1 a) Almost all clocks and watches are repaired in their lifetime and may include parts which are not original. We do not give a warranty that any individual component part of any watch or clock is authentic. Watch parts described as “Aftermarket/Custom/Refurbished/Repainted” are not part of the original watch and may not be authentic. Clocks/watches/pocket watches may be sold without pendulums, weights or keys, box, papers, accessories etc.;
b) As collectors’ watches and clocks often have very fine and complex mechanisms, you are responsible for any general service, change of battery or further repair work that may be necessary. We do not give a warranty that any watch or clock is in perfect working order. Certificates/papers/cards/extracts are not available unless described in the sale particulars;
c) Most watches have been opened to find out the type and quality of movement. For that reason, watches with water resistant cases may not be waterproof and we recommend you have them checked by a competent watchmaker before use and or exposure to moisture/liquids;
d) Circa/Dates/Model/Reference number (no.): Almost all clocks and watches are allocated a particular reference number during its creation. The reference number given in the sale particulars is a guiding service we provide to customers for convenience, there may be minor variations for the same and should not be relied on entirely as there might be variations from the lot presented and original manufacturer reference number. Circa/Year mentioned in sale particulars is merely a guiding range of years and may vary greatly. For that reason, for both reference and circa provided by AstaGuru is to the best of our knowledge and opinion, they are not an alternative to taking your own professional/informed advice;
e) The responsibility to check/verify the individual case number of the watch/clock before bidding/purchasing lies solely with the bidder. Wherever possible, our customer relations/sales person may be contacted to obtain the same prior to bidding/purchasing.

12. MISCELLANEOUS

12.1 By participating in any auction, the Bidder acknowledges and accepts that he is bound by these Terms & Conditions of Sale, as may be updated from time to time on the AstaGuru website at www.astaguru.com. AstaGuru can make changes to these Terms and Conditions of Sale from time to time without any prior notification. It shall be the Bidder’s responsibility to make himself aware of the updated Terms and Conditions of Sale, if any before an AstaGuru Auction.
12.2 Each and every obligation under these Terms and Conditions of Sale shall be treated as a separate obligation and shall be severally enforceable as such in the event of any obligation or obligations being or becoming unenforceable in whole or part. To the extent that any Clause of these Terms and Conditions of Sale are unenforceable, they shall be deemed to be deleted and any such deletion shall not affect the remainder of these Terms and Conditions of Sale not so deleted, provided the fundamental terms of these Terms and Conditions of Sale are not altered.
12.3 AstaGuru reserves the rights to store, engage with, and use all the data shared by a Registered Bidder across all formats, including but not restricted to – website registrations, social lead generation forms, search engine lead forms, etc.
12.4 AstaGuru does not sell the personal information of its Registered Bidders. AstaGuru, however, does share personal information with third parties for the purpose for marketing and analytics services to create and improve its marketing activities, its own services and provide a better experience to its clients/customers.
12.5 Until the Buyer pays the Total Purchase Price to AstaGuru, no title, right of ownership or otherwise shall be transferred in favour of the Buyer.
12.6 AstaGuru reserves the right to store, maintain and use any data as it may collect before, during or after any auction to provide any service in the present or future. AstaGuru shall also have the right to use such data as it may see fit in order to analyse, improve and market its services. These data shall include any personal information, auction data, bid history, pricing history, etc.

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TERMS & CONDITIONS OF USE

The following are the terms and conditions (the "Terms") under which you (a "User") may use the websites or any co-branded websites, whether accessed through a desktop device or mobile and/or any applications for mobile and tablet devices (collectively, the “Digital Platforms”) of AstaGuru Auction House Private Limited (the "Company") at www.astaguru.com and/or any other addresses (any or all of which are herein referred to as the "Digital Platforms"). Please read this page carefully. By accessing and using the Digital Platforms, you accept and agree to be bound, without modification, limitation or qualification, by the Terms and the Company’s Privacy Policy and state that you are of legal age to enter into a binding contract. The Company may, at its sole discretion, modify or revise the Terms at any time by updating the text of this page. You are bound by any such modification or revision and should therefore visit this page periodically to review the Terms. If you do not agree to these Terms of Use and the Privacy Policy, you may not access or otherwise use the Digital Platforms.

Specific rules, in addition to these Terms, are provided with respect to transactions conducted on or in connection with the Digital Platforms, and other rules may be provided for the use of certain other items, areas or services provided on or in connection with the Digital Platforms, and you agree to be bound by such rules.

YOUR USE OF THE DIGITAL PLATFORMS CONSTITUTES YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN OR OTHERWISE POSTED ON THE DIGITAL PLATFORMS. (THE CONTENT OF SUCH AGREEMENT, INCLUSIVE OF THE TERMS AND ALL SUCH ADDITIONAL CONDITIONS AND NOTICES, ARE TOGETHER REFERRED TO HEREIN AS THE "AGREEMENT.") IF YOU DO NOT ACCEPT ANY OF THE PROVISIONS OF THE AGREEMENT, DO NOT USE THE DIGITAL PLATFORMS.

Section 1. The Material on the Digital Platforms

WARNING: The content of the Digital Platforms is not intended for minors. Such content extends to a wide range of art and antiquities, is generally uncensored, and may include nudity or other graphic or literary content that some people may consider offensive, as well as access to live or electronic bidding on articles such as firearms and alcoholic beverages that may be harmful and/or illegal in the hands of minors and children and/or inappropriate for them to view or have access to. If you allow your child to use your computer, it is your responsibility to determine whether any of the services, content and subject matter displayed on the Digital Platforms is inappropriate for your child, and to control the child's use of the computer accordingly. If you yourself find offensive content of the type referred to above, you should not use the Digital Platforms.

The contents of the Digital Platforms, such as text, graphics, images, audio, video, data, coding, scripts, computer programs and other material ("Material" or "Materials"), are protected by copyright under the laws of India as well as other countries, and are owned or controlled by the Company or by third parties that have licensed their Material to the Company. The Company authorizes you to view and download a single copy of the Material solely for your personal, non-commercial use, or in the case of dealers, to display to your clients solely for purposes of facilitating a transaction with the Company. The use of any software that is made available for downloading from the Digital Platforms ("Software") is governed by the terms of the software license agreement accompanying such software (the "License Agreement") and is conditioned on your agreement to be bound by the terms of the License Agreement. All rights in and to the Material not expressly granted to you in the Agreement are reserved. Neither the availability of, nor anything contained within the Digital Platforms shall be construed as conferring any license under any of the Company's or any third party's intellectual property rights, other or further than as expressly provided in the foregoing provisions of this paragraph, whether by implication, estoppel or otherwise.

Unauthorized use of the Material may violate copyright, trademark, and other laws. You may not sell, prepare derivative works based on or modify the Material (including, without limitation, preparation of summaries of the Material or "thumbnails" of any images therein), or reproduce, publicly display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose, unless otherwise permitted by law. The use of the Material or any portion thereof on any other Digital Platforms, or in any publication, database, catalogue, or compilation, or in a networked computer environment for any purpose other than personal browsing of the Digital Platforms without the express prior written permission of the Company is strictly prohibited. With respect to any copy you make of the Material within the scope of the limited personal license granted herein, you must retain therein, unmodified and unobscured, any and all copyright and other proprietary notices contained in the original Material. Some of the Material may contain digital "watermarks" to indicate their source and ownership. You agree not to attempt to remove, deactivate, reverse engineer, modify, tamper with or obscure any such watermarks. The trademarks, logos and service marks (the "Marks") displayed on the Digital Platforms are owned by the Company or third parties. You are prohibited from using the Marks without the express, prior written permission of the Company or such third party. If you would like information about obtaining the Company's permission to use the Material, please email legal@astaguru.com.

You will not in any event use any robot, spider, scripts, service, software or any other automatic or manual device, tool, or process (a) for the purpose of compiling information regarding the identification, address or other attributes of any of our Users, bidders or sellers, or (b) to recreate in original or modified form any substantial portion of the Digital Platforms or (c) to data mine or scrape any of the content on the Digital Platforms, or (d) otherwise access or collect any of the Content, data, or information from the Digital Platforms using automated means. You further agree not to (a) use services, software or any manual or automatic device, tool, or process to circumvent any restriction, condition, or technological measure that controls access to the Digital Platforms in any way, including overriding any security feature or bypassing or circumventing any access or use controls of the Digital Platforms, or (b) cache or archive any Content or (c) do anything that would impose an unreasonable or disproportionately large load on the Digital Platforms, or (d) do anything that may disable, damage or change the appearance of the Digital Platforms or interfere or attempt to interfere with the proper functioning of the Digital Platforms or any transactions being conducted on or in connection with the Digital Platforms.
As a condition of your access to and use of the Digital Platforms, you agree that you will not use the Digital Platforms or any element thereof for any purpose that is unlawful, commercial in nature (such as, for example, raising money for anyone, advertising or promoting any product, service, pyramid scheme or other venture) or prohibited by these Terms of Use, or any other purpose not permitted under these Terms of Use. You agree to abide by all applicable local, state, national and international laws, regulations and rules and not to access or use the Digital Platforms from a jurisdiction where such access or use illegal or unauthorized. By way of example, and not limitation, you agree that while using the Digital Platforms and the various services and features offered on or through the Digital Platforms, you shall not:

- impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any other person or entity;
- reveal any personal information about another individual, including another person's name, address, phone number, electronic mail address, credit card information or any other information that could be used to track, contact or impersonate that person;
- insert your own or a third party's advertising, branding or other promotional content into any of the any services, content, functions, information, materials or products available through the Digital Platforms; use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or otherwise engage in unauthorized or unsolicited advertising or marketing;
- engage in data mining, spidering, "screen scraping," "database scraping," harvesting of catalogue information, e-mail addresses, IP addresses or other contact or personal information, or any other automatic means of obtaining information from the Digital Platforms or through the Digital Platforms or the services offered on or through the Digital Platforms;
- obtain or attempt to obtain unauthorized access to computer systems, materials or information that is not intentionally made publicly available by the Company through any means, including through password mining;
- use the Digital Platforms or any services, content, functions, information, materials or products available through the Digital Platforms in violation of AstaGuru's or any third party's intellectual property or other proprietary or legal rights;
- frame or link to the Digital Platforms without our express written permission or as otherwise expressly permitted;
- use the Digital Platforms or any services, content, functions, information, materials or products available through the Digital Platforms for purposes of money laundering, bid rigging, price fixing or other unlawful collusion, price signaling or exchange of competitively sensitive data or information;
- engage in activities, or use the Digital Platforms or any services, content, functions, information, materials or products available through the Digital Platforms, in a manner that could damage, disable, overburden, or impair the Digital Platforms or our (or our third-party service providers’) computing, storage or communications infrastructure, or interfere with any other party's use and enjoyment of the Digital Platforms;
- use or deploy any software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of the Company or any third party; or
- attempt (or encourage or enable anyone else's attempt) to engage in any of the foregoing prohibited activities or otherwise alter or interfere with the Digital Platforms or any services, content, functions, information, materials or products available through the Digital Platforms.

If you violate any provision of the Agreement, your permission to use the Material and the Digital Platforms automatically terminates and you must immediately destroy any copies you have made of the Material.

The Company respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Company's Copyright Agent the following information:

- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest
- a description of the copyrighted work that you claim has been infringed
- a description of where the Material that you claim is infringing is located on the site
- your address, telephone number, and e-mail address
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf

Notices of claims of copyright infringement should be directed to:
AstaGuru Auction House Private Limited
FGP Centre, Commercial Union House, 3rd Floor,
9 Wallace Street, Fort, Mumbai – 4000001
Attn: VP - Business Strategy & Operations
Tel: +91-22-22048138 / 39
legal@astaguru.com

Testimonials Disclaimer

The Digital Platforms may contain testimonials by users of our products and/or services as well as our employees or other people. These testimonials reflect the real-life experiences and opinions of such people. However, the experiences are personal to those particular people, and may not necessarily be representative of all users of our products and/or services our employees or other people who give these testimonials. We do not claim, and you should not assume, that everyone will have the same experiences. YOUR INDIVIDUAL RESULTS MAY VARY. 

The testimonials on the Digital Platforms are submitted in various forms such as text, audio and/or video, and are reviewed by us before being posted. They appear on the Digital Platforms verbatim as given by the person submitting the testimonial, except for the correction of grammar or typing errors. Some testimonials may have been shortened for the sake of brevity where the full testimonial contained extraneous information not relevant to the general public.

The views and opinions contained in the testimonials belong solely to the individual who submits the testimonial and do not reflect the views and opinions of AstaGuru. We are not affiliated with persons who provide testimonials as a part of their business/professional activity, and people are not paid or otherwise compensated for their testimonials.

Section 2. Privacy; User Submissions

The Company is committed to maintaining your privacy. The Company does, however, gather certain information that you provide to the Digital Platforms. For information regarding the Company's policies for using User information please read our Privacy Policy.

The Company may provide certain areas of the Digital Platforms (such as chat rooms, message boards or other facilities) designated as open to public access or to our Users at large (each of which is referred to herein as a "Public Area"). Generally, any communication that you post to a Public Area is considered to be non-confidential.

By posting communications (including any graphic or multimedia content) to any Public Area, you automatically grant the Company a royalty-free, perpetual, irrevocable non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, publicly perform, and publicly display the communication and any trademarks, names or likenesses therein alone or as part of compilations or other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees. (Provisions conferring similar rights on the Company may apply under separate terms or agreements with respect to certain matter submitted other than in Public Areas; you should check the applicable agreements or terms provided by the Company in order to ascertain your rights.)

The Company does not screen communications in advance and is not responsible for screening or monitoring material posted by Users. As a User, you are responsible for your own communications and are responsible for the consequences of their posting. You must not do any of the following things while accessing or using the Digital Platforms or using the Material: (1) post or transmit any material unless you are the owner of all patent, trademark, copyright, trade secret or other proprietary rights ("Rights") therein, or have the permission of the owner of the Rights to post or transmit such material to the Digital Platforms; (2) post material that otherwise violates any Rights of any third party or violates or infringes on the privacy or publicity rights of third parties; (3) post material that is obscene, defamatory, threatening, harassing, abusive, hateful, embarrassing or otherwise objectionable to another User or any other person or entity; (4) post sexually-explicit language or images; (5) post advertisements or solicitations of business; (6) post or transmit any chain letters or pyramid schemes; (7) impersonate another person or entity; (8) intentionally or unintentionally violate any applicable local, state, national or international law while using or accessing the Digital Platforms or the Material; or (9) post or transmit any information containing a virus or other harmful component.

If notified by a User of communications that allegedly do not conform to any term of this Agreement, the Company may investigate the allegation and determine in its sole discretion whether to remove or request the removal of the communication. The Company has no liability or responsibility to Users for performance or non-performance of such activities. The Company reserves the right, in its sole discretion, to expel Users and prevent their further access to the Digital Platforms for violating this Agreement or the law. The Company also reserves the right at all times to disclose any information as necessary or deemed desirable by the Company to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in the Company's sole discretion.

Electronic Communication: When you access or use the Digital Platforms, provide your e-mail address to a Company representative, or send us e-mails, you are communicating with us electronically. In so doing, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Digital Platforms. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

Proprietary Rights: As between you, the User and the Company, the Company owns, solely and exclusively, all right, title and interest in and to the Digital Platforms and all elements thereof, including: all the content (including without limitation audio, images, photographs, illustrations, text, graphics, logos, button icons, other visuals, video, copy, Trademarks, etc.), software, code, data and materials used therein or available thereon; the look and feel, design and organization of the Digital Platforms; the compilation of the content, code, data and materials in the Digital Platforms; and all copyrights, trademark rights, patent rights, database rights, trade secrets, moral rights (including rights of authorship, attribution and subsequent modification) and other intellectual property and proprietary rights (whether registered or unregistered in any jurisdiction) in any of the foregoing. Your use of the Digital Platforms does not grant to you any right, title or interest in any element thereof, and AstaGuru’s (or our applicable licensors, partners, or affiliates) owns and retains all right, title and interest (including all intellectual property and proprietary rights) therein and thereto.

Submitted Materials: Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Digital Platforms, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, feedback, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us ("Submitted Materials") will be deemed not to be confidential or secret and may be used by us in any manner consistent with the relevant Privacy Policy. By submitting or sending Submitted Materials to us, you: (a) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto (i.e., that the material you submit does not infringe the rights of a third party), and that any "moral rights" in Submitted Materials have been waived, (b) irrevocably assign to us all right, title and interest therein, and waive any rights therein that cannot be assigned to us (including moral rights), and (c) acknowledge that we have the unrestricted right to use Submitted Materials for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person. We are not responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time.

THE COMPANY DOES NOT ENDORSE, SUPPORT, REPRESENT OR GUARANTEE THE TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY COMMUNICATIONS POSTED BY OTHER USERS OR ENDORSE ANY OPINIONS EXPRESSED BY USERS. YOU ACKNOWLEDGE THAT ANY RELIANCE ON MATERIAL POSTED BY OTHER USERS WILL BE AT YOUR OWN RISK.

Section 3. Registration, Passwords and Signatures

You may register for an account on the Company’s Digital Platforms. We may refuse to accept any application for an account registration, or may cancel any account registration at any time, in our sole discretion. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. In consideration of your use of the Digital Platforms, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by any registration form that you may fill out on any Digital Platforms (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or the Company has grounds to suspect that such Registration Data is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Digital Platforms (or any portion thereof).

You may receive a password and/or account designation, or a digital signature upon completing the registration process on the Company's Digital Platforms. You are responsible for maintaining the confidentiality of any such password, digital signature and account, and are fully responsible for all activities that occur under your password, digital signature or account. You agree to (a) immediately notify the Company of any unauthorized use of your password, digital signature or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this paragraph. You will be solely responsible for losses incurred by the Company and others due to any unauthorized use of your account.

We do not knowingly collect Personal Information from children under the age of 18 through the Digital Platforms. If you are under 18, please do not give us any Personal Information. We encourage parents and legal guardians to monitor their children’s Internet usage and to help enforce our Privacy Policy by instructing their children to never provide Personal Information through any Digital Platforms without their permission. If you have reason to believe that a child under the age of 18 has provided Personal Information to us, please contact us, and we will endeavour to delete that information from our databases.

Section 4. Use of the Auction or Commerce Portions of the Digital Platforms

The auction or commerce portions of the Digital Platforms are available only to Registered Bidders of the Company. This excludes in all cases minors (persons who have not reached their eighteenth birthday).

Section 5. Links to Other Sites

The Digital Platforms may contain links to third-party Digital Platforms that are maintained by others. These links are provided solely as a convenience to you and not as an endorsement by the Company of the contents of such third-party Digital Platforms. The Company is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party Digital Platforms. If you decide to access linked third-party Digital Platforms, you do so at your own risk.

Section 6. Liability Disclaimers

The Material may contain inaccuracies or typographical errors. Except as may be separately specifically provided with respect to a particular sale, the Company makes no representations about the accuracy, reliability, completeness, or timeliness of the Material or about the results to be obtained from using the Digital Platforms and the Material. Any use of the Digital Platforms and the Material is at your own risk. Advice received via the Digital Platforms should not be relied upon for personal, medical, legal or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation. Changes are periodically made to the Digital Platforms and may be made at any time. Some Material on the Digital Platforms is provided by third parties and the Company shall not be held responsible for any such Material provided by third parties.

You acknowledge and agree that, in the event that there are discrepancies or differences between the descriptions of property provided on the Digital Platforms, on the one hand, and the auction catalogue or any other material or announcements related to such property, on the other, the latter will in all events be considered to be authoritative and controlling.

THE COMPANY DOES NOT WARRANT THAT THE DIGITAL PLATFORMS WILL OPERATE ERROR-FREE, CONTINUOUSLY OR WITHOUT INTERRUPTION, OR THAT THE DIGITAL PLATFORMS OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT. IF YOUR USE OF THE DIGITAL PLATFORMS OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE DIGITAL PLATFORMS IS AT YOUR SOLE RISK. THE DIGITAL PLATFORMS AND MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF PROPRIETARY OR THIRD-PARTY RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. THE COMPANY AND ITS SUPPLIERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE TEXT, GRAPHICS, AND LINKS. SOME STATES/JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY DEPENDING ON YOUR JURISDICTION.

Section 7. Disclaimers of Certain Damages

If you are dissatisfied with any portion of the Digital Platforms, or with any provision of the agreement, your sole and exclusive remedy is to discontinue using the Digital Platforms. Under no circumstances shall the Company be liable to any user or any third party on account of that user's use of the digital platforms. In no event shall the Company and/or its suppliers be liable to you or any such third party for any direct, indirect, punitive, exemplary, incidental, special or consequential damages or any damages whatsoever, including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Digital Platforms, the delay or inability to use the Digital Platforms, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the Digital Platforms, or otherwise arising out of the use of the Digital Platforms, whether based on contract, tort, strict liability or otherwise, even if the company or any of its suppliers has been advised of the possibility of damages. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you.

Section 8. Indemnity

You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees and agents, from and against any losses, liabilities, damages, costs, and expenses, including, without limitation, reasonable legal, expert and accounting fees, incurred in connection with any claims, actions or demands alleging or resulting from your use of the Material (including Software), your breach of this Agreement, or your violation of law or of the rights of any third party. The Company shall provide notice to you promptly of any such claim, suit, or proceeding and, if it is one asserted by a third party, shall provide reasonable assistance to you, at your expense, in defending any such claim, suit or proceeding.

Section 9. Export Control of Software and Technical Data

The following applies with respect to Software and other Material of a technical nature that you may obtain from the Digital Platforms (other requirements set forth in Section 10 below may apply with respect to items offered for sale, purchased or sold): India controls the export of such items. You agree to comply with such restrictions and not to export or re-export the Material (including Software) to countries or persons prohibited under the export control laws. By downloading the Material (including Software), you are agreeing that you are subject to any restrictions that prohibit you from downloading and using any Material from the Digital Platforms and that you are not on the list of any Government that may or may not have any ramifications on you downloading and using any Material from the Digital Platforms. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the Software and/or other Material.

Section 10. Import and Export Regulations Regarding Tangible Property

India and most foreign countries regulate the importation and exportation of tangible property. Many countries require a declaration of export for property that is leaving the country. Additionally, most countries require an Import Declaration at the time of customs clearance of property into that country. Upon import, these countries may impose duties, other taxes and/or restrictions on the property. Many countries also prohibit or restrict importation or exportation of property containing ivory, tortoiseshell, whalebone, and/or products derived from other endangered or protected species, and require special licenses or permits in order to import or export such property. Other countries regulate movement of antiquities and cultural items, which in some cases are subject to a right of pre-emption or compulsory purchase by the country from which they are to be exported. It is the responsibility of the seller to ensure that the item is properly and lawfully exported from the country in which it is located. It is the responsibility of the buyer to ensure that the property is properly imported into the buyer's country. If you participate in the auction or commerce portions of the Digital Platforms, and, as a result, purchase property that you plan to ship to another country, you agree that you are responsible for familiarizing yourself with and complying with any and all applicable rules and regulations.

THE COMPANY MAKE NO REPRESENTATION OR WARRANTY AND ACCEPTS NO LIABILITY WHATSOEVER TO THE SELLER, THE BUYER, OR ANY THIRD PARTY IN RESPECT OF THE AVAILABILITY OR ISSUANCE OF VALID IMPORT AND EXPORT PERMITS OR THE EXISTENCE OR EXERCISE OF PRE-EMPTION OR OTHER RIGHTS TO PURCHASE BY GOVERNMENTAL OR REGULATORY AUTHORITIES ANYWHERE.

Section 11. General

The Company makes no claim that the Materials are appropriate for any particular purpose or audience, or that they may be downloaded outside of India. Access to the Materials (including Software) may not be legal by certain persons or in certain countries. If you access the Digital Platforms from outside of India, you are responsible for compliance with the laws of your jurisdiction.

The Digital Platforms is based in Mumbai, India. All legal issues arising from or related to the use of the Digital Platforms shall be construed in accordance with and determined by the laws of India applicable to contracts entered into and performed within India without respect to its conflict of laws principles. By using the Digital Platforms, you agree that the exclusive forums for any claims or causes of action arising out of your use of the Digital Platforms shall be the Court of Mumbai, India. You hereby irrevocably waive, to the fullest extent permitted by law, any objection which you may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Dispute Resolution:

Any dispute, claim or controversy whatsoever arising out of or in connection with or relating to this Agreement, including the existence, breach, termination or invalidity thereof (“Dispute”), shall first be attempted to be resolved by good faith negotiations between the Company and the User. If such negotiations are not successful within 14 days of the written request for such negotiations, the Dispute shall be referred to Mediation by a neutral third-party. In case of the failure of the mediation proceedings, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Mumbai Centre for International Arbitration (“MCIA Rules”), which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Mumbai. The Tribunal shall consist of one arbitrator, appointed with the mutual consent of both parties. The language of the arbitration shall be English. The law governing this arbitration agreement shall be the Arbitration & Conciliation Act, 1996, or any statutory amendment or modification thereof. The law governing the contract shall be the Indian Contract Act, 1872, or any statutory amendment or modification thereof. All the costs and fees to be borne by the parties to this Agreement in equal measure without recourse to recovery of costs. Any reference to Arbitration under the terms of this Agreement, shall be made by either Party in writing. The Courts in Mumbai shall have exclusive jurisdiction in relation to any court proceedings, arising under, out of, or in relation to the arbitration.

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. The failure of the Company to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision, and no waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. This Agreement constitutes the entire Agreement between you and the Company with respect to the use of the Digital Platforms. Any changes to this Agreement must be made in writing, signed by an authorized representative of the Company.

Section 12. Termination

Notwithstanding anything to the contrary set forth in these Terms of Use, we may cancel any order, terminate your access to all or any part of the Digital Platforms at any time, and/or block or prevent future access to and use of the Digital Platforms, in each case with or without cause, with or without notice and without attendant liability, effective immediately. Upon any termination, all rights and obligations of the parties hereunder shall cease and you shall immediately cease using the Digital Platforms, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of these Terms of Use shall survive and (b) the provisions of these Terms of Use that by their nature are intended to survive termination shall so survive. We maintain a policy that provides for the termination in appropriate circumstances of the Digital Platforms use privileges of users who are repeat infringers of intellectual property rights.