Seller Terms and Conditions - valid until 29 January 2019
This document is valid until 29 January 2019.
This document is valid until 29 January 2019 and has to be read in conjunction with the corresponding version of the Commission and Fees Policy valid until 29 January 2019. For the new version of this document (valid from 30 January 2019) please refer to this document.
Valid to 29 January 2019
1.1 What are these Terms about?
These terms and conditions, together with the policies expressly referred to within ( Terms) govern how any artwork (Artwork) owned by a person registered with Art Discovery Ltd (Artfinder, we, us, our) under these Terms to sell it (Seller, you, your) may be offered for sale and sold on the website and systems accessible at www.artfinder.com (Platform). Any words or expressions used in these Terms that begin with a capital letter which are not otherwise defined where they first appear shall have the meaning given to them in Clause 1.5.
1.2 Our details and how you can contact us
Art Discovery Ltd is incorporated in England and Wales with our registered office at Tintagel House, 92 Albert Embankment, London SE1 7TP, United Kingdom. Our registered number is 07299752. Our principal activity is the provision of an online art marketplace displaying authentic Artworks for sale.
If you have any questions, concerns or complaints, you can email Artfinder at firstname.lastname@example.org, use the Platform's ‘Contact us' page or write to Art Discovery Ltd at Tintagel House, 92 Albert Embankment, London SE1 7TP, United Kingdom.
As soon as we receive any complaint, action will be taken to rectify the problem. If you contact Artfinder by post or email we will reply by email. If you contact Artfinder by phone we will aim to resolve the issue immediately. If we need a little time to investigate we will let you know.
1.3 What definitions will be used in these Terms?
Please take the time to familiarise yourself with the following expressions, which will be used throughout this document as explained below:
The page and its contents on which an Artwork is offered for sale by a Seller on the Platform.
Any text or imagery contributed to and hosted on the Platform.
- Gross Sale Proceeds
- Net Sale Proceeds
The monies due to a Seller under these Terms with respect to the sale of an Artwork concluded via the Platform
1.4 You appoint us as your commercial agent
Except as otherwise expressly provided in these Terms, we are not the agent, intermediary or other representative of the Seller. We are not a fiduciary or trustee of the Seller.
1.5 Are there any other policies or terms I should read?
The below is a list from which you can access all documents and policies referred to in these terms, which should be read carefully.
- Seller Best Practice Guidelines
- Commission and Fees Policy
- Payment Schedule
- Customer Returns Policy
- Packaging and Delivery Guidelines
If you are based in one of the countries listed by us on the International Returns - Restricted Countries page (Restricted Countries), you must notify us via your Seller Account (as defined in Clause 2.2) of an alternative returns address that is not based within any of the Restricted Countries. Artfinder cannot accept returns in its office location on behalf of Sellers.
Artfinder reserves the right to alter these Terms or other Platform policies at any time, so please review them often to ensure you are aware of any changes. If you do not agree to all the following terms you should not use this Platform.
1.6 By which laws are these Terms governed?
These Terms are governed by the laws of England and you agree to submit to the exclusive jurisdiction of the courts of England and Wales with respect to your relationship with Artfinder.
It is your responsibility to comply with all laws applying to online conduct and admissible content in the locality from which you operate. It is your responsibility to adhere to all applicable tax requirements for sales made to users on the Platform.
2. CONTENT AND ELIGIBILITY
2.1 What requirements must I meet to be eligible to sell on the Platform?
You must be over 18 years of age to become a Seller on the Artfinder Platform. By accepting these Terms you represent and warrant that you at least 18 years of age.
You additionally warrant that all information you provide to Artfinder, including but not limited to your name, tax status, and country of residence, is accurate, truthful and kept up to date subject to any change.
2.2 What is the status of my account on the Platform?
When we accept your application to register on the Platform as a Seller, we set up a data account for you in our systems ( Seller Account) that includes details of each of your Artwork sales (Sale) and issue you with certain credentials with which to log-in to your Seller Account (Passcodes). The Seller Account does not hold any funds.
Each time you seek to access the Seller Account we will ask for Passcodes. As long as the correct Passcodes are entered, we will assume that you are the person giving instructions and you will be liable for them, except to the extent provided for in this clause 2.2. You must therefore keep the Passcodes secret and make sure that they are not stored in a way that enables others to impersonate you. If you disclose the Passcodes to any person that you authorise to access the Seller Account, you are also responsible and liable for any access, use or misuse or disclosure of your Passcodes or Seller Account by such person.
We can refuse to act on any instruction that we believe: (i) was unclear; (ii) was not given by you; or (iii) might cause us to breach a legal or other duty; or (iv) if we believe the Platform is being used for an illegal purpose.
Unless and until you notify us by email to email@example.com that you believe someone else knows the Passcodes or can use the Seller Account by impersonating you:
(a) you will be responsible for any instruction which we receive and act on, even if it was not given by you; and
(b) we will not be responsible for any unauthorised access to confidential information about you in the Seller Account.
We will do all that the Service Provider reasonably can to prevent unauthorised access to Seller Account.
You, not us, shall be responsible for (a) compiling and retaining permanent records of all Sales and other data associated with the Seller Account and your use of the Platform, and (b) reconciling all payments in relation to the Sales. Upon the termination of these Terms for any reason, we shall have no obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with any Sales or the Seller Account.
2.3 Must I be the creator of the Artworks I upload?
You warrant that you are the creator and sole and exclusive owner of all Artworks displayed on Artfinder or are consignor of such Artworks as directly authorised by their creator.
You additionally warrant that you have obtained all clearances, and acknowledge that you shall be solely responsible for all costs and expenses related to third party rights necessary for display and sale of Artworks on the Platform.
2.4 What restrictions apply to the Artworks I may sell on the Platform?
All Artworks represented for sale on Artfinder must be one-of-a-kind or limited edition original artworks with a maximum edition size of 150. All Artworks must be signed by their creator or accompanied by a certificate of authenticity signed by their creator.
All impressions sold from a limited edition print run must be assigned numbers in correspondence with the order in which they were produced. The number of each impression must be marked clearly on the Artwork itself or on its accompanying certificate of authenticity.
2.5 What restrictions apply to the Content I may upload to the Platform?
You acknowledge and agree that you are solely responsible for all Artwork Content you upload to Artfinder. You may not upload Artwork Content or any other materials which Artfinder reasonably believes to be:
- offensive, including material that incites racial hatred or promotes discrimination;
- obscene or pornographic; or
- materials which infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Artfinder reserves the right to remove any Content or Artwork Listings from the Platform at any time in its sole discretion.
2.6 How and when are Artfinder permitted to use my content?
By registering and becoming a Seller and uploading Artwork Content you grant Artfinder a worldwide, non-exclusive, royalty-free, sublicensable right and license to access, view, use, copy, reformat, distribute, publicly display, publicly perform and transmit your Artwork Content via online and physical sales channels (including the Platform and third party sites and platforms) in any media now known or not currently known.
This right and license is solely for the purpose of enabling Artfinder to use your content for the promotion of the Platform. Artfinder does not claim, and so may not violate, ownership rights in your Artwork Content.
You acknowledge that the only compensation you will receive for such license, if any, will be in the form of the Net Sale Proceeds, payable only upon the sale of an Artwork through the Platform, and defined later in this document.
3. YOUR OBLIGATIONS
3.1 Am I responsible for inaccuracies in my Artwork Listings?
It is your responsibility to ensure that all Listings submitted to the Platform represent the Artworks offered for sale therein to the highest degree of accuracy possible.
Where inaccurate specifications or materially misleading images are submitted as part of Artwork Listings from which any Sale is made, Artfinder reserves the right to debit any costs associated with resulting Customer return requests from the Gross Sale Proceeds.
3.2 Are there any restrictions in place on how I may price my Artworks?
The price stated in each of your Artwork Listings ( Price) must be a reasonable reflection of the value of the Artwork offered for Sale, and must be equal to the price set for the same Artwork on any other channels through which the Artwork is sold directly or on consignment.
You authorize us to discount the Price by up to 15% in the event that Artfinder deems this necessary to conclude a Sale, based on:
a) specific actions of a Customer at a given time (for example, first-time Purchase, cart abandonment, intention of buying multiple Artworks from you or other Sellers);
b) seasonal events typically linked to consumer promotions (such as Valentines or Black Friday sales) targeted at specific Customer countries, regions or globally, including Platform-wide promotions.
Where a Customer introduced to you through the Platform locates your Artwork offered for sale elsewhere at a lower price either directly by yourself or by an authorised consignee, Artfinder reserves the right to adjust the Price of the Artwork on Artfinder, before or after Sale of the Artwork has been completed, to be equal to the lower price, and calculate your Net Sale Proceeds for any resulting Sales in accordance with this updated Price.
Your specified shipping and handling fees for Artworks listed on Artfinder must be an accurate representation of costs incurred in fulfilment of the order. Inflating your shipping and handling fees with a view to avoiding or lessening Artfinder's commission is strictly prohibited.
3.3 Am I responsible for fulfilling orders placed for Artworks I upload for sale?
It is your sole responsibility to arrange the packaging and shipment of Artworks for delivery to any Customers introduced to you through the Platform. It is your responsibility to research accurate shipping rates and select a preferred courier prior to listing your Artwork. Artfinder will not be liable for any losses incurred as a result of inaccurately quoted rates.
Artworks must be packaged and shipped in accordance with Artfinder's Packaging and Delivery Guidelines and the timeframe specified on your Shipping Details page. Where these requirements are not met, Artfinder reserves the right to debit any costs associated with resulting Customer return or cancellation requests from Net Sale Proceeds. Artfinder reserves the right to treat as unfulfilled any orders which have not been marked as shipped beyond the expiration of the timeframe specified on your Shipping Details page.
It is your responsibility to comply with all local tax regulations with respect to any sales completed on the Platform, and to include any required documentation or invoices within packages shipped.
3.4 Can I offer custom or bespoke Artworks?
Yes, you may discuss the scope, requirements, timeline and budget of an order for custom or bespoke Artworks using the tool we provide on the Platform for that purpose. Once you have agreed the specification with the Customer, you can notify us using the tool provided on the Platform or by emailing us to firstname.lastname@example.org. When the Customer places the order we will debit the Customer's card for any agreed deposit which will be paid to you (less our Commission and Fees) for commencing work in the ordinary course. Once you complete and dispatch the Artwork we will debit the Customer's card for the balance of the Gross Sale Proceeds and we will pay the Net Sale Proceeds to you in the ordinary course.
3.5 What happens if the Customer chooses to have the Artwork(s) framed by a third party frame supplier?
We may offer, or allow third parties to offer, custom framing services to Customers on the Artwork sold to the Customer by the Seller. If the Customer has purchased a frame from us or a third party, you must ship the Artwork to the relevant third party framer's address as specified on the relevant Order Page. Framing does not affect Customer's right to cancel and return the Artwork and the Seller's obligation to accept such a return of the Artwork. The additional time needed to arrange a custom frame may result in some delay in the payment of the Net Sale Proceeds, owing to the need to debit the cost of the frame when it is has been fitted and the Artwork is dispatched to the Customer by the frame supplier.
4. ARTFINDER'S OBLIGATIONS
4.1 How will I be notified of orders placed for my Artworks through Artfinder?
When an order has been placed for one of your Artworks you will receive a confirmation notice to your nominated notification email address, inclusive of all details necessary for the dispatch of the Artwork to the Customer. You are also able to view outstanding and completed orders from your Orders page in your Seller Dashboard.
4.2 How and when does Artfinder collect payment from Customers for orders placed for my Artworks?
The Contract between you and the Customer will only be formed when we send the Order Confirmation to the Customer.
Payment is held securely by Artfinder in a designated bank account separate from our own funds ( Seller Funds Account) pending transfer under Clause 4.3 of these Terms. We hold the funds in the Seller Funds Account in trust for the Sellers to whom the funds will be due for payment under Clause 4.3. The perpetuity period for the trust arising under these Terms shall be 125 years. You are not entitled to the interest (if any) paid to us by our payment service provider in relation to the Gross Sale Proceeds or Net Sale Proceeds.
4.3 When will Artfinder transfer my revenues for Artworks I have sold to consumers through the Platform?
Your Net Sale Proceeds will be transferred to your Nominated Payment Account on expiration of Artfinder's returns period as stipulated in our then current Customer Returns Policy, subject to any required administrative and clearance period, and in line with Artfinder's current Payment Schedule.
Artfinder is entitled to withhold your Net Sale Proceeds for any given Sale if there is, or in Artfinder's reasonable opinion is likely to be, a dispute with you or a dispute between you and the Customer, until such dispute is resolved to Artfinder's reasonable satisfaction.
5. RETURNS AND DISPUTES
5.1 Am I obliged to accept requests for the return and refund of my Artworks ordered through the Platform?
By creating Artwork Listings on Artfinder, you agree to offer Artfinder's current Platform-wide Customer Returns Policy with respect to any resulting sales. All returns requests submitted by Customers are received, processed and arranged by Artfinder. You will receive immediate notice via your nominated notification email address of any approved returns requests for Artworks you have sold through Artfinder, as well as a further confirmation email once a collection date and service has been arranged.
5.2 Who is liable for the cost of return shipment of Artworks under Artfinder's return policy?
Artfinder will pay for the return by courier to your nominated returns address of any Artworks returned under Artfinder's Customer Returns Policy where the stated reason for the return is that the Customer changed their mind.
If any other reason is provided for the return, Artfinder reserves the right to investigate, should it reasonably be believed that the return was a result of your breach of either Seller Best Practice Guidelines or Packaging and Delivery Guidelines
5.3 Who is liable for the cost of damage in transit to Artworks ordered through the Platform?
Artfinder will accept no liability for damage to Artworks in transit from you to your Customer. It is solely your responsibility to ensure that you package your Artworks sufficiently and ship them via a service that will minimise the likelihood of damage.
You acknowledge that any postage or shipping guidance provided by Artfinder in the form of help articles or support correspondence comes with no guarantee of safe transit if followed. If you do not secure transit insurance for any Artwork before shipping it, you do so solely at your own risk.
5.4 Who is liable for the cost of Artworks ordered through the Platform lost in transit?
Artfinder will accept no liability for Artworks lost in transit on their way to your Customer. If you do not send your Artworks via a traceable method of shipment, you do so at your own risk and Artfinder reserves the right to issue a full and immediate refund to the Customer on notice of non-delivery within the estimated timeframe.
5.5 Will I be reimbursed for outbound shipping costs for Artworks returned to me?
Where the stated reason for the return of an Artwork is that the Customer changed their mind, Artfinder will reimburse you for the outbound shipping costs incurred by payment to your Nominated Payment Account in the next payment run in respect of your Net Sale Proceeds, subject to you sending to us of the valid VAT (where applicable) receipts for costs incurred and Artfinder's reasonable satisfaction that Seller Best Practice Guidelines were adhered to with respect to the order in question.
6. FEES AND PAYMENTS
6.1 Are there any upfront fees charged on opening an account on Artfinder?
You may list Artworks for sale on Artfinder free of charge. When your Artwork is sold to a Customer introduced to you through Artfinder, Artfinder is entitled to charge the commission and fees, plus VAT laid out in the then-current Commission and Fees Policy.
6.2 When is Artfinder entitled to take commission on a sale of one of my Artworks?
You must pay to us Commission on any sale of your Artwork or Artworks to any Customer first introduced to your Artworks, or with whom you have first made contact, via the Platform. We will deduct our Commission from the Gross Sale Proceeds for that Artwork in accordance with Clause 6.3 of these Terms. Any attempts to complete sales or any other monetary transactions initiated on the Platform outside of the Platform are strictly prohibited, and will result in the suspension or closure of your Seller Account.
In any case where Artfinder reasonably believes a sale or monetary transaction initiated on the Platform to have been completed outside of the Platform, Artfinder reserves the right to debit any costs associated with resulting customer return requests from any Net Sale Proceeds due to you.
6.3 How much revenue will I receive from sales completed through the Platform?
Artfinder deducts Commission and Fees from the Gross Sale Proceeds on a percentage basis in relation to Sales completed through the Platform, as defined in our Commission and Fees Policy, which is subject to change and incorporated into these Terms by reference. In the event of any change to the Commission and Fees Policy, Artfinder will provide with at least 14 day's notice by posting the changes on the Platform.
Your Net Sale Proceeds for any given Sale is the Gross Sale Proceeds based on the Price at which the relevant Artwork(s) is sold under the Contract, less the total Commission, Fees and taxes due in relation to the Sale as defined in our Commission and Fees Policy and any discount that you have offered (or authorized Artfinder to offer under Clause 3.2), to the relevant Customer. Unless offered pursuant to your authority under Clause 3.2 or otherwise expressly agreed by you, any Platform-wide discounts and promotions offered to Customers on the Platform will be absorbed by Artfinder in full and not affect in any way your Net Sale Proceeds.
6.4 How will revenues for orders of my Artworks be transferred to me?
You shall open and maintain in your name a payment account with a duly authorized payment services provider to receive payments from us and include the details of it on the payments page in your Seller Account ( Nominated Payment Account).
Your Net Sale Proceeds will be transferred to your Nominated Payment Account in the next available qualifying pay run in line with our current Payment Schedule. It is your responsibility to ensure that all dispatched orders are marked as shipped on your Orders page. Your Net Sale Proceeds for any given order will not be transferred until these requirements have been satisfied with respect to that order.
Artfinder reserves the right to defer the payment of your Net Sale Proceeds until the next pay run for any given Sale if the total payment amount is under £50 GBP / €50 EUR / $50 USD (depending on the currency of payment) and the payment method is a bank transfer to a Nominated Payment Account held by you with a payment service provider located outside of United Kingdom.
7. TERMINATION AND ACCOUNT CANCELLATION
7.1 Under what conditions may this agreement be terminated?
Artfinder may, in its sole discretion, terminate this agreement, access to the Platform without notice to you. Upon termination, all rights and obligations will be extinguished other than such rights and obligations which are necessary to process any orders placed prior to such termination.
7.2 How can I cancel my Artfinder account?
You may request deletion of your Artfinder Account from your user settings page. On receiving notice of your cancellation request, we will endeavour to remove your Seller shop from the Platform within 2 working days.
8. FURTHER PROVISIONS
8.1 Website Usage
In no event will Artfinder be liable for any damages arising from use or loss of use, data, or profits, whether in action of contract, negligence or other tortious action, arising out of or in connection with the use, or inability to use this Platform. We make no warranty that this Platform or the server that makes it available is free of viruses or bugs.
Throughout the Platform, you may find links to third party websites. Please note that Artfinder is not responsible for the privacy policies or content of third party sites.
8.2 User Data
Artfinder is a venue and provides an online marketplace and gallery only.
The Platform are provided on an “as is” basis. Artfinder makes no representations or warranties of any kind to you relating to the Platform to the fullest extent permitted by law.
Artfinder shall not be liable for any damages of any kind including without limitation, direct, indirect, incidental, punitive and consequential losses (including loss of profits and loss of data) arising out of these Terms or use of the Platform, provided that nothing in these Terms shall exclude or limit liability for death or personal injury arising as a result of negligence, fraud or any other liability which may not be excluded or limited by law.
Without limiting the foregoing, Artfinder's total and aggregate liability to you shall in no event exceed the total amounts actually received by you in any calendar year in connection with a sale of Artwork through the Platform.
You hereby indemnify Artfinder and keep Artfinder and its group companies, third party sellers, directors, shareholders and employees at all times fully and effectively indemnified from and against all actions, proceedings, claims, demands, costs (including, but not limited to, legal costs of Artfinder), awards and damages however arising as a result of any breach or non-performance by you of any of the undertakings, warranties, representations or obligations under these Terms or otherwise arising from a transaction between you and a consumer or your use of the Platform.
These Terms do not create any right enforceable by any person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999.
Save for as expressly referred to in these Terms, these Terms contain the full and complete understanding between the parties and supersedes all prior arrangements and understandings, whether written or oral, pertaining to the subject matter of these Terms.
These Terms shall not be deemed to constitute a partnership, joint venture, contract or relationship of employment between the parties.
These Terms and any non-contractual obligations or liabilities arising out of or in connection with these Terms shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English courts.