This document sets out the legal terms between ArtsHaus Limited and any “Sellers” - in this case Galleries or Artists Studios who agree to become members of ArtsHaus.
In these Terms:
2. USER ACCEPTANCE
This document contains important legal terms which are additional to the Terms & Conditions relating to the use of the Services operated by ArtsHaus. These Terms apply to You if You become an affiliate Seller with ArtsHaus and display Your Goods on Our Services, or any other offline or online 3rd party Channels used by ArtsHaus. You are referred to in these Terms as the Seller or as You.
By submitting Your Data to ArtsHaus You agree to these Terms. If You do not agree to these Terms, You should not submit Your Seller Information or Your Goods to ArtsHaus.
These Terms, together with the Terms and Conditions relating to the use of Our Services constitute the entire agreement between You and ArtsHaus in relation to the display and promotion of Your Goods and they supersede all other agreements, statements, letters and other arrangements made between the parties.
These Terms and any matter arising out of the subject matter of these Terms shall be governed by English law and You agree to submit to the non-exclusive jurisdiction of the courts of England and Wales.
3. OUR SERVICE
We will provide an online art listing service for displaying Your Seller Information and Your Goods to visitors to Our Services (Users) and may also offer You other relevant additional features and services to help manage Your advertising and promote Your membership.
We will provide You with a profile page or pages on Our Services, the entire content of which shall be subject to Our approval. Without prejudice to any other legal remedy that may be available to Us, We reserve the right to reject at any time Your Goods for display and remove them from Our Services and any other publications or Channels, if We determine, at Our sole discretion, that Your Goods fail to comply with the warranties as outlined below or for any other reason. ArtsHaus expressly disclaims any and all liability in connection with Your Goods.
We will use reasonable endeavours to market Our Services to prospective sellers and buyers. ArtsHaus has the right to use Your Goods for the use of PR and marketing including, but not limited to Our Services and Channels (social media, newsletter and publicity). We may enter into agreements with third parties whereby Your Data can be published or accessed through mediums not belonging to Us and/or through channels other than Our Website. If at any time the Seller is not happy with the way in which ArtsHaus is portraying these Goods, they may raise this issue with ArtsHaus and it will be duly investigated.
We have the right (in Our sole discretion) to actively showcase and promote You or Your Goods on Our Services and associated Channels. In the instance that ArtsHaus offers this service for a fee, the terms of this promotion will be made clear.
We will use reasonable endeavours to ensure that, We update Your Data pursuant to Your instructions. Updates to Your Data provided automatically to Us will appear on Our Services within 24 hours of receipt.
We will use reasonable endeavours to maintain the availability and performance of Our Services.
We will maintain the integrity of Your Data but accept no responsibility for checking the accuracy of Your Data and have no obligation to edit or review Your data, although We reserve the right to edit, review, suppress or remove Your Data if We believe it is inaccurate, inappropriate or in Our opinion contravenes these Terms or any applicable law in any way.
We will use reasonable endeavours to ensure that Your Data is not altered in such a way as to misrepresent any of the information contained in it and to help Us identify and remedy unauthorised copying and storage of Your Data;
We will notify You of changes to the specification and/or format in which You must provide Your Data at least 14 days in advance, except where changes are essential to the proper operation of Our Services in which case We will notify You as soon as reasonably practicable.
We will forward all potential customer enquiries, generated from Our Services to the contact details We have for You as soon as reasonably practical. In the event of Our failure to do so, We will notify You within 2 working days of becoming aware of such failure.
We will comply with the Data Protection Act 1998 and the General Data Protection Regulation 2018 to the extent that it affects Our business and with any guidance applicable to Our business issued from time to time by the Information Commissioner.
You or ArtsHaus may terminate this Agreement at any time and for any reason by giving Notice to the other party in writing. We may suspend Our Service to You at any time, with or without cause. Once terminated, We may permanently delete Your account and all the data associated with it, including Your emails from Our Services.
4. YOUR WARRANTIES
By agreeing to these Terms for the listing of Your Goods, You hereby warrant, covenant and represent to Us as set out below:
You have the right to advertise and sell Your Goods. You are either (i) an agent authorised to sell Goods as directly authorised by their creator (the "Creator"), or (ii) the sole and exclusive owner of the Goods. The Service is not intended for use by individual artists and we will not approve and may remove any listings in which a Creator purports to sell Goods directly to Users.
Your goods have not been copied from any other work and does not contain any copies, reproductions, adaptations or versions of a third party's work and it does not otherwise infringe or violate any person's copyright, design right, trade mark or confidential information.
You have the rights, title and interest in the copyright in Your Goods and You are entitled to grant the rights purported to be granted to Us under this Seller Agreement. You have obtained all permissions and clearances required from the Creator before Listing the Goods and that You have met all costs and expenses related to the procurement of the third party rights necessary to display the Goods using the Service.
Your Goods do not contain anything which is, or would be (if Your Goods are published), in breach of applicable laws or infringes any third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or menacing).
You agree to indemnify ArtsHaus and keep it indemnified on demand against any loss or liability arising to ArtsHaus or any of its directors, officers, employees or members of the ArtsHaus Board out of the breach of any of the warranties above and against any breach of Your obligations under this Agreement or otherwise arising from a transaction between You and a User of Our Services.
5. YOUR OBLIGATIONS
Role of ArtsHaus: ArtsHaus does not directly sell or process any payments on behalf of the Seller, but it does undertake, as specified in ‘OUR SERVICE’ to support the sales of the Seller.
Receipt of Your Data: Upon acceptance of this Agreement, You shall submit (via any process as defined by ArtsHaus in its sole discretion) to ArtsHaus Your Data to be advertised under the terms of this Agreement. Your Data must be accurate, truthful, up to date and provided to Us in accordance with any specifications and/or in the format that We specify and in such a way as not to interfere with the operation of Our Services, compromise Our Users experience or have a detrimental effect on the quality of Our Services.
Maintaining Your Data: You must provide Us with a valid working email address and telephone number for Your business and immediately advise Us of any changes or technical problems that would prevent You from receiving emails or calls. If any of Your nominated contact methods are not capable of receiving Our messages, We will not be liable for any lost business or associated charges. When there is a material change or update to any other aspects of Your Data, You will ensure Your Data is amended accordingly as soon as is reasonably practicable by communication with Us or via the tools provided for You.
Data Integrity: You warrant that when reproduced or published by Us, Your Data will not; breach any contract; fail to comply with any applicable law or regulation; infringe any copyright, trade mark, intellectual property or any other personal or proprietary right of any person, firm or corporate entity; render Us liable to any claim whatsoever; and that You will indemnify Us against any resulting third party claim, legal action or penalty should Your Data not meet these Conditions.
Non-Exclusivity: You may continue to sell Your Goods in other venues and non-exclusive arrangements outside of ArtsHaus. If Your Goods are sold via another channel, You must notify ArtsHaus as soon as is reasonably practicable, so that We may remove these Goods from Our Services.
Price: You shall provide ArtsHaus with a selling price for Your Goods, which shall be inclusive of any Value Added Tax (VAT), sales tax or any other amount paid as tax (“Price”). You can change the Price at any time by providing written notice to ArtsHaus, or via any tools provided by ArtsHaus in its sole discretion. The Price shall never be more expensive on ArtsHaus that on any other sales channel or venues. You shall be allowed to discount the Price at Your discretion, by providing ArtsHaus notice of such discount and the period of such discount.
Shipping: Unless ArtsHaus has elected to take possession and store Your Goods by mutual agreement; You are solely responsible for packing and shipping Your Goods to the customer.
Sales: Once any of Your Goods listed on Our Services is sold, You will ensure as soon as practically possible, the removal the listing of said Goods from Our Services by notifying Us in written form or via the tools provided for You.
Removal: You may elect to remove Your Goods for sale from ArtsHaus at any time by notifying ArtsHaus in written form or via any tools provided by ArtsHaus in its sole discretion. Your Goods will be removed from ArtsHaus within 14 days of notification.
Promotions: You agree to assist ArtsHaus with the marketing and promotions of Your Goods on ArtsHaus by responding to any queries or requests for information and by providing a link from Your website to www.artshaus.co.uk. You are encouraged but not obligated to respond to media inquires, participate in interviews or editorial contributions.
Corporate Services: ArtsHaus may promote Your Goods to corporate, trade and other business customers (“Corporate Sales”). Corporate Sales will be governed by the same terms as Sales above.
Membership: The Seller acknowledges and agrees that:
a. it will continue to be bound by these Seller Terms irrespective of whether:
i. the individual who has signed and/or agreed to the Seller Terms on its behalf subsequently ceases to be employed or otherwise engaged by the Seller or subsequently ceases to be authorised to act on behalf of the Seller; or
ii. the whole or substantially whole of the Seller's assets are sold or transferred to a different legal entity.
Membership: You warrant that You will not without Our written permission directly or, in Our opinion indirectly, sell on or provide access to the services and features of Your Membership to third parties.
6. FREE TRIAL PERIOD
At present, at the point of joining ArtsHaus, You will receive the Services offered by ArtsHaus free of charge under a free trial basis (the “Trial”) with an unspecified end date.
Once You have sold an artwork from clients deemed to have come through ArtsHaus, ArtsHaus reserves the right, in its sole discretion, to end the Trial. At this point the Seller must agree to pay the prevailing charges to continue accessing Our Services.
Your Seller Information and Goods will be removed from Our Services at the end of the Trial unless You sign-up for a paid membership. The cost of these memberships will be advertised at such a time.
7. PAYMENT TERMS
For the duration of the Term and thereafter You will pay Our membership charges for the Services You select and use. After expiry of the Term, Our charges may be varied from time to time subject to Us providing 30 days prior notice to You of the date the change will take effect.
Unless otherwise specified, invoices will be raised in advance.
If You pay Us by Direct Debit, We will collect the payment from Your nominated bank account not less than 6 working days from the issue of the invoice in accordance with the Direct Debit Scheme. You must ensure sufficient funds are available in Your account or You must provide alternative payment details to Us.
If You pay Us by Credit Card, We will charge Your nominated credit card in advance of the period to which the payment relates.
If We invoice You, unless You tell Us within 5 working days of any mistakes, We will deem the invoice amount agreed and must receive payment within 6 working days of the date of the invoice.
If We are unable to collect a Direct Debit, or charge to Your Credit Card, or You have not paid Our invoice within the credit terms, then We may charge You interest on Your outstanding balance in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended from time to time or, where you are acting as a consumer, at a rate of 2% above the prevailing base rate of Barclays Bank plc. per month. In addition, a late payment fee of £25 may be levied. We also reserve the right to immediately remove Your Data from Our Website and suspend Your Membership. Whilst Your Membership is suspended You will continue to accrue charges at Your prevailing rates. Unpaid invoices will be referred to Our Debt Collection Agency and We or they may share Your payment history and default with other companies which may subsequently affect Your credit record and ability to secure credit.
Should Your Membership cease and subsequently You wish to rejoin, You will be charged at Our then prevailing prices. We reserve the right to charge You a reconnection fee of £250 for each of Your Gallery Listings (as applicable) if You rejoin Us.
Intellectual Property: You acknowledge and agree that the words “ArtsHaus” and “ARTSHAUS.CO.UK” and any other name, logo and sign used on Our Services, as well as the design and layout and all content of the Services are the trademarks, copyright and other intellectual property rights of ArtsHaus and are owned solely by (or licensed to) ArtsHaus. You shall not acquire any title, right or interest (including any user right) in any such intellectual property by reason of You selling and/or renting Your Goods on Our Services. You acknowledge and agree that any use of Our intellectual property is subject to Our prior written consent.
Limitations On Liability: In no event shall ArtsHaus be liable to You for any damages, including any lost profits or savings or anticipated profits or savings, loss of data, loss of opportunity, loss or reputation, goodwill or business, or any consequential, special, incidental, or indirect damages of any kind arising out of the Services provided by ArtsHaus or its failure to provide these Services, the consideration, selection, promotion of Your Goods or out of the operation of the Services, or the Content of the Services, or the exploitation of any artwork, or as a result of the exercise or inability to exercise the rights granted to ArtsHaus hereunder or as a result of the termination or expiry of these Terms, even if We have been advised of the possibility of such damages in advance. Notwithstanding anything to the contrary above, nothing in these Terms shall operate to exclude or restrict Our liability for death or personal injury resulting from Our negligence, or Our liability to fraud or fraudulent misrepresentation made by Us, or any liability that cannot be limited or excluded by law.
Termination: ArtsHaus may terminate these Terms by giving You notice in writing (including by fax or email) upon any breach by You of any of the warranties or obligations under these Terms or any of the Terms and Conditions relating to the use of the Services. Termination of these Terms shall not affect any accrued rights or obligations of either party but shall release both ArtsHaus and You from any further obligations hereunder.
General terms: Nothing in these Terms shall create, or be deemed to create, a partnership or joint venture between You and ArtsHaus. Except as expressly provided herein, these Terms shall not be construed as giving rise to any authority by You to represent or act on Our behalf.
If at any time any provision of these Terms are or become illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction or any other jurisdiction of any other provision of these Terms.
A person who is not a party to this Agreement shall have no rights to enforce the provisions of this Agreement under the Contracts (Rights of Third Parties) Act 1999.
Your Membership is subject to these Conditions to the exclusion of all other terms and conditions express or implied and any variation to the conditions of Your Membership shall have no effect unless expressly agreed in writing and signed by an authorised senior representative of Us.
The current version of Our conditions of membership (as posted on Our Website) will apply at all times to Your Membership and will supersede all previously published conditions of membership.
No application for membership of Our services placed by You will be deemed to be accepted by Us until We confirm Your Membership. We are not obliged to accept any application for membership by You nor give You reasons for declining or terminating Your Membership.
Where You purchase, use or access products or services from Us, or from partners supplying such products and services on Our behalf, any associated product or service conditions, including those of Our partners, shall form part of Your terms and conditions of membership.
You agree that You may not assign, subcontract or transfer any of Your rights or obligations under this Agreement without the prior written consent of ArtsHaus. You shall remain liable to ArtsHaus for any breach of this Agreement by Your assignees, sub-contractors or transferee’s.
We retain the right at any time during the course of Your Membership to vary these Conditions and We will give You 30 days prior notice by email to Your Locations of any such variation. You may subsequently terminate Your Membership by giving 30 days’ notice in writing to Us if the changes to the Terms and Conditions materially and adversely affect You and Your business.
Upon termination of Your Membership for any reason, You will pay all sums due to Us at the date of such termination. We will not make any partial or full refunds for products or services You have paid for prior to termination, or are due to Us from any notice period that applies.
No omission or delay in exercising any right, power or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative with and not exclusive of any right or remedies provided by law.
We retain the right to edit, suppress, remove or amend any links or similar to third party sites, documents or associated data if, in Our opinion, the operation of such links will adversely affect in any way the performance of Our Services or the user experience of using Our Services
Neither Party shall be deemed to be in breach of this Agreement or otherwise liable to the other Party in any manner whatsoever for any failure or delay in performing its obligations under this Agreement due to a Force Majeure Event. A party who becomes aware of a Force Majeure Event which gives rise to or which is likely to give rise to any failure or delay in performing its obligations under this Agreement shall immediately notify the other and shall inform the other of the nature or the Force Majeure Event and period for which it is estimated that such failure or delay shall continue. The affected Party shall take reasonable steps to mitigate the effect of the Force Majeure Event.
Each Party agrees that it shall at all times conduct its efforts under this Agreement in strict accordance with all applicable statutes, laws, regulations, rules, ordinances and judicial or governmental agency orders (“Laws”) and with the highest commercial standards. Each Party shall render any and all information necessary for the fulfilment of legal obligations under VAT Laws.
7. EFFECTIVE DATE
These Terms are effective May 23, 2018.
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