Artist Contract
by Aug 6, 2024
Introduction
This PLATFORM-VENDOR AGREEMENT (“Agreement”) is made and entered into by and between ArtAfrica Innovation Centre Limited, a digital marketplace platform, with its principal place of business at 3 Watson Place, London SE25 5EX, hereinafter referred to as “Art.Africa”, and the undersigned party, hereinafter referred to as the “Vendor”. By selecting the “I Agree” checkbox, the Vendor acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement. This Agreement sets forth the terms and conditions under which Art.Africa and the Vendor shall operate, facilitating the listing, marketing, sale, and distribution of artworks through the Art.Africa platform.
WHEREAS, Art.Africa operates a digital platform for promoting and selling African art; and
WHEREAS, Vendor desires to showcase and sell artworks through Art.Africa’s platform.
Definitions
2.1 Art.Africa – A digital marketplace platform for promoting and selling African art.
2.2 Vendor – An artist, curator, or gallery that showcases and sells artworks through the Art.Africa platform.
2.3 Agreement – This PLATFORM-VENDOR AGREEMENT made between Art.Africa and the Vendor for facilitating the listing, marketing, sale, and distribution of artworks through the Art.Africa platform.
2.4 Artwork – Any creative work offered for sale on the Art.Africa platform, including but not limited to paintings, sculptures, drawings, textiles, and digital art.
2.5 Commissions – Fees charged by Art.Africa to facilitate the sale of artworks on the platform, with rates varying depending on the Vendor type (artist, curator, or gallery).
2.6 Escrow Service – A financial instrument that temporarily holds the sales proceeds from an artwork until any potential customer disputes or order fulfilment issues are resolved.
2.7 Return Merchandise Authorisation (RMA) – A formal process initiated by a buyer to return an artwork to the Vendor.
Scope of Services
3.1 Art.Africa agrees to provide the following services to the Vendor:
3.1.1 Display and manage the Vendor’s artworks for sale on the Art.Africa platform.
3.1.2 Provide portfolio management tools for handling artwork collections, tracking inventory, and monitoring sales analytics.
3.1.3 Promote the visibility of the Vendor’s artworks and inventory through strategic marketing and promotional efforts on the platform.
3.1.4 Facilitate secure payment processing for all sales made through the platform.
3.1.5 Offer customer service support for sales and enquiries regarding the Vendor’s artworks.
3.1.6 Facilitate direct commissions between clients and artists, thereby unlocking new revenue streams for the artists.
3.1.7 Facilitate direct negotiations between buyers and vendors through the “Make an Offer” feature on the platform.
3.2 Optional Services:
3.2.1 Facilitate virtual exhibitions and offer 3D tours of galleries and artist studios on the platform.
3.2.2 Provide art authentication, appraisal, and certification services.
3.2.3 Offer curated art rentals for businesses, events, and individuals.
3.2.4 Offer premium membership or subscription models for additional benefits and features, providing enhanced services and support.
3.2.5 Facilitate the planning and promotion of art events, both virtual and physical, providing expertise and resources for successful event execution.
3.2.6 Facilitate sponsorship and partnership opportunities with brands, institutions, and corporate entities, enabling collaborations and revenue streams.
3.2.7 Manage licensing and reproduction rights for artworks, enabling artists to earn revenue from prints, merchandise, and other uses of their work.
Vendor Obligations
4.1 Maintain accurate product listings and inventory through the designated Art.Africa dashboard.
4.2 Provide artworks that comply with Art.Africa’s quality and originality standards, including medium, dimensions, digital file formats, and high quality.
4.3 Set and clearly list artwork prices, with prompt updates as necessary.
4.4 Upload a minimum of one artwork for sale and maintain a complete profile, which must include:
• Biography
• Past works
• Exhibition history (where applicable)
• Formal trainings
• Years of experience and professional practice
• Mediums/media used
• Educational institutions attended
• Solo exhibitions
• Group exhibitions
• International exhibitions
4.5 Respond promptly and accurately to purchase enquiries and orders, ensuring timely communication and customer satisfaction.
4.6 Restrict communication regarding listed artworks to the Art.Africa internal messenger platform. Exchanging contact information, transacting, or communicating with buyers outside the platform is strictly prohibited.
4.7 Acknowledge and retain full copyright ownership of all artworks in their account. Descriptions must be truthful and accurate. Only properly attributed and signed artworks are permitted for shipment.
4.8 Update profiles within 12 hours of any direct sales impacting artwork availability to ensure accurate representation of current inventory on the platform.
4.9 Ensure compliance with all applicable laws and regulations, including those related to taxes, import/export, and intellectual property.
4.10 Shipping and insurance costs (of the actual item sold), liability, and all handling expenses incurred in the delivery of the artwork(s) to the buyer shall be assumed by you (the “Seller”).
4.11 You are responsible for all packing costs, materials, and other handling costs in delivering the artwork(s) to the buyer’s verified address provided via the Art.Africa Sales dashboard on www.art.africa. Delivery information must be clearly outlined on the packaging, including the buyer’s name, physical address, street, town, postcode, country, and phone number.
4.12 You must wait 2 days for confirmation of payment from the order processing team following a sales order notification before shipping the sold item. All packing and shipping charges, insurance costs protecting against the risk of loss or damage by the courier, and other handling expenses, including export fees incurred in the delivery of artwork(s) from you to the buyer, will be your responsibility. Verify the order’s authenticity through the Art.Africa dashboard before proceeding with shipment.
4.13 Artwork(s) must be shipped using signed delivery from an authorised courier service such as FedEx, DHL, UPS, EMS, or any other national postal service that provides shipment tracking and proof of delivery. Art.Africa recommends that Vendors secure insurance that covers risks including loss, theft, and damage. The insurance should cover the full sale value of the artwork during transit. If the Vendor opts not to insure the artwork, they assume all risks and liabilities associated with the shipment.
4.14 Ensure that all communications from Art.Africa come from official email addresses (e.g., @art.africa). Verify any suspicious communications through your Art.Africa Sales dashboard.
4.15 Items sold must remain in your ownership until you have been notified of a successful sale by Art.Africa. The title of ownership is transferred directly to the buyer upon successful delivery of the shipment by the pre-approved courier and a signed delivery note, which will serve as the confirmation of receipt by the buyer and must be submitted to Art.Africa as proof of delivery.
4.16 You acknowledge that you possess full copyright to any and all artwork(s) in your account and that the descriptions provided in the listings are true and accurate. Additionally, you undertake to only ship artwork that is signed with proper attribution. Failure to comply with these requirements may result in the removal of your artwork(s) from the platform and potential legal action for copyright infringement.
4.17 The Vendor agrees to comply with all applicable local, national, and international laws and regulations relating to the listing, sale, export, and taxation of artworks. This includes, but is not limited to, obtaining any necessary licenses, permits, and tax registrations, as well as accurately reporting and remitting any required taxes.
Duration
5.1 These Terms and Conditions shall remain in force from the creation of your account until its closure, which requires written notification to the [email protected] team, subsequent removal of your profile and all published items, and discontinuing the use of the portal. Art.Africa reserves the right to determine, at its sole discretion, what constitutes a breach of these Terms and Conditions. In such cases, Art.Africa will notify you of the breach and provide a timeframe for rectification before account termination.
Termination
6.1 Either party may terminate this Agreement upon thirty (30) days’ written notice to the other party. Additionally, Art.Africa reserves the right to terminate this Agreement immediately without notice if the Vendor breaches any terms or conditions of this Agreement. Upon termination, the Vendor shall cease all use of the Art.Africa platform and any services provided under this Agreement. Any outstanding obligations or liabilities incurred prior to termination shall survive the termination of this Agreement.
6.2 You can opt out of this agreement by providing written notification to the customer support team at www.art.africa regarding the closure of your account, removal of all published items, and discontinuing the use of the portal. However, all pending sales orders must be fulfilled and pending financial transactions must be completed.
6.3 Upon written confirmation of the termination of these Terms and Conditions, you shall comply promptly by removing any and all references to the specified artwork(s) from our portal and other listings. In the event of incapacitation or other significant personal events, your designated representative will have the right to terminate this agreement.
Payments
7.1 Payment Processing
7.1.1 Art.Africa shall facilitate the sale of artworks (including digital artwork) by offering a variety of secure payment methods, including Debit/Credit Cards (Visa, Mastercard), PayPal, Apple Pay, Google Pay. Art.Africa reserves the right to add or remove payment methods without recourse to the Vendor.
7.1.2 Art.Africa shall utilise commercially reasonable efforts to ensure all payment processing adheres to the highest industry security standards, including PCI DSS compliance.
7.2 Commissions
7.2.1 Art.Africa charges a commission fee to support platform operations and promotions that benefit all users.
7.2.2 A 40% commission will be deducted from the sale price of each artwork.
7.2.3 These fees are solely for platform usage and do not include any additional taxes or duties.
7.3 Payment Disbursement
7.3.1 Art.Africa will act as a payment facilitator on behalf of the Vendor and disburse funds for successful sales, minus applicable commissions and fees.
7.3.2 Payment processing fees associated with each method may apply.
7.3.3 The Vendor shall be responsible for any applicable taxes or duties associated with the sale.
7.3.4 Payment disbursement to the Vendor will occur at T+20 working days after delivery to the buyer or on the last working day of the month, whichever is longer. Where T is the date of delivery to the buyer, to provide necessary buyer protection. This period allows for any potential issues such as disputes or return requests to be resolved, ensuring that both the buyer and the Vendor are satisfied with the transaction.
7.3.4.1 During this period, the sales proceeds will be held in a secure escrow account managed by Art.Africa.
7.3.4.2 Art.Africa will monitor the transaction and provide support to both parties, including addressing any disputes that may arise.
7.3.4.3 If a dispute occurs, Art.Africa will facilitate an arbitration process between the buyer and the Vendor to reach a resolution before the funds are disbursed.
7.3.4.4 In the event that the buyer is satisfied and no disputes are raised within the holding period, the funds will be released to the Vendor minus any applicable fees and commissions.
7.3.5 Art.Africa will utilise a secure escrow service to temporarily hold the sales proceeds for the specified period to allow for any potential customer disputes or order fulfilment issues.
7.3.6 Art.Africa will provide an arbitration service to the buyer and the seller in the case of a dispute.
7.3.7 Art.Africa can provide an advance payment to the artist to cover the cost of shipping, which will be deducted from the final payment to the artist. The artist or gallery is responsible for covering the following costs upfront:
7.3.7.1 Shipping costs
7.3.7.2 Packaging costs
7.3.7.3 Insurance costs
7.3.8 Procedures for Advance Payment
7.3.8.1 Advance Payment Request Form: The artist or gallery must complete an “Advance Payment Request Form” available on the Art.Africa platform, including details such as the artwork being sold, the buyer’s information, and estimated shipping, packaging, and insurance costs.
7.3.8.2 Submission of Request: The completed form should be submitted within 2 business days of the sale confirmation.
7.3.8.3 Verification of Sale: Art.Africa will verify the sale details and ensure the transaction is legitimate and confirmed.
7.3.8.4 Cost Assessment: The finance team will review the estimated costs and may request additional documentation or quotes to validate the costs.
7.3.8.5 Approval Notification: Art.Africa will approve the advance payment request and notify the artist or gallery of the approval status. If any issues arise, they will be resolved before approval.
7.3.8.6 Disbursement Process: Upon approval, Art.Africa will disburse the advance payment to the artist’s or gallery’s bank account within 3-5 business days.
7.3.8.7 Notification of Disbursement: A confirmation email will be sent to the artist or gallery detailing the amount disbursed and the deduction to be made from the final payment.
7.3.8.8 Shipping Arrangements: The artist or gallery must arrange for the shipping, packaging, and insurance of the artwork promptly upon receiving the advance payment. They must provide tracking information and shipping documentation to Art.Africa and the buyer.
7.3.8.9 Documentation Submission: The artist or gallery must submit proof of shipping, including tracking numbers, shipping receipts, and insurance documentation, to Art.Africa via the platform.
7.3.8.10 Final Payment Adjustment: Upon successful delivery and after the escrow period concludes with no disputes, Art.Africa will deduct the advance payment amount from the final payment due to the artist or gallery. Any additional costs or discrepancies will be communicated and resolved prior to the final payment disbursement.
7.3.8.11 Notification of Final Payment: Art.Africa will notify the artist or gallery of the final payment details, including the amount deducted for the advance payment and any other applicable fees.
7.3.8.12 Dispute Handling: If any disputes arise regarding the advance payment or shipping costs, Art.Africa will facilitate an arbitration process to resolve the issue. Both parties will be required to provide relevant documentation and evidence to support their claims.
7.3.8.13 Feedback and Improvement: Art.Africa will gather feedback from artists and galleries on the advance payment process to continually improve the procedure and address any recurring issues.
7.3.9 Disputes regarding advance payments will be resolved through the Art.Africa dispute resolution process outlined in Section 10. If any discrepancies arise, Art.Africa will review the documentation and make a determination within 10 business days. Any interest or penalties for delays will be communicated in advance.
Subscription Fee
8.1 Membership and use of the Art.Africa portal are currently offered free of charge.
8.2 Art.Africa reserves the right to review this policy.
8.3 Any changes to the subscription fee policy will be communicated to you in advance, providing at least thirty (30) days’ notice prior to the implementation of any new fees. Notifications will be sent via email and posted on the Art.Africa platform.
Taxation
9.1 Each party is responsible for complying with all applicable tax laws and regulations related to the sale and purchase of artworks through the Art.Africa platform.
9.2 Vendors are responsible for determining and collecting any applicable taxes, including but not limited to VAT, GST, sales tax, or any other relevant taxes, based on their location and the nature of the transaction.
9.3 Art.Africa does not assume responsibility for determining, collecting, or remitting taxes on behalf of Vendors or buyers. Any taxes imposed on the sale of artworks are the sole responsibility of the Vendor.
9.4 The Vendor agrees to comply with all local tax laws and regulations relevant to their sales on the Art.Africa platform.
9.5 It is recommended that Vendors seek advice from qualified tax professionals regarding their specific tax obligations related to artwork transactions on the Art.Africa platform.
9.6 Tax Withholding: Art.Africa may, at its sole discretion and in accordance with applicable laws, withhold a portion of the sales proceeds to cover potential tax liabilities. The Vendor will be responsible for providing any necessary documentation to facilitate the release of withheld funds.
Dispute Resolution
10.1 Customers shall submit their complaints through the dedicated customer support portal on the Art.Africa website.
10.1.1 Complaints should include details such as order numbers, artist names, and any relevant evidence (e.g., photographs of damaged artwork).
10.2 Art.Africa’s customer support team shall acknowledge receipt of the complaint within 24 hours.
10.2.1 A preliminary review shall be conducted to understand the nature of the dispute and gather any additional information needed.
10.3 The customer support team shall investigate the complaint by communicating with all parties involved, including the buyer and the artist.
10.3.1 Transaction records, correspondence, and other relevant documentation shall be reviewed to obtain a clear picture of the situation.
10.4 Based on the findings, a resolution shall be proposed to both the buyer and the artist. This may include a refund, a replacement, or another mutually agreeable solution.
10.4.1 The goal is to ensure that both parties are satisfied with the outcome.
10.5 If the initial resolution proposal is not accepted by either party, the case shall be escalated to Art.Africa’s dispute resolution panel.
10.5.1 The panel, consisting of senior team members, shall review the case in detail within 5 business days and make a final decision.
10.5.2 The final decision shall be communicated to both parties within 2 business days after the review is completed, and necessary actions shall be taken to implement the resolution.
10.6 The final decision shall be communicated to both parties, and necessary actions shall be taken to implement the resolution.
10.6.1 This may involve issuing a refund, arranging for the return of the artwork, or other actions as deemed appropriate.
10.7 After resolving the dispute, Art.Africa shall follow up with the customer to ensure the issue has been satisfactorily resolved.
10.7.1 Feedback shall be gathered to improve our processes and prevent similar issues in the future.
10.8 Art.Africa has clear policies and guidelines regarding returns, refunds, and dispute resolution.
10.8.1 These policies are accessible on our website and are communicated to all users to ensure transparency and understanding.
10.9 If disputes cannot be resolved through our internal processes, parties may agree to engage in ADR methods such as mediation or arbitration.
10.9.1 ADR procedures shall be conducted by a neutral third party and shall follow the rules and guidelines of a recognised ADR institution.
10.10 This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of England and Wales.
10.10.1 Any legal actions or proceedings related to this Agreement shall be brought exclusively in the courts located in England and Wales.
10.11 For unresolved disputes, the parties agree to submit to binding arbitration in London, England under the rules of the London Court of International Arbitration (LCIA).
10.11.1 The arbitrator’s decision shall be final and binding on both parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
Returns, Refunds, and Exchanges
11.1 Return Policy
11.1.1 Returns are accepted within 14 days of delivery.
11.1.2 Artwork must be returned in its original condition and packaging.
11.1.3 Buyer is responsible for return shipping costs, except in cases of platform errors.
11.2 Return Merchandise Authorisation (RMA)
11.2.1 Buyers must initiate the return process via the Art.Africa portal.
11.2.2 Detailed information, including order numbers and evidence such as photos of damaged artwork, must be provided.
11.2.3 Art.Africa will review the request and verify the information supplied within 48 hours of submission. The Vendor’s address for return shipping will be provided to the buyer upon approval.
11.2.4 If funds are held in escrow, Art.Africa will release them to the seller only upon successful resolution of the escalation matter and confirmation from the buyer that all matters are resolved.
11.3 Refund Process
11.3.1 Full refunds will be issued to the original payment method within 5-7 business days after receiving the returned artwork.
11.3.2 Refund times may vary depending on the buyer’s financial institution.
11.4 Exchanges
11.4.1 Exchanges are generally not offered due to the unique nature of artworks.
11.4.2 Exceptions may be considered for damaged items or under special circumstances upon Art.Africa’s sole discretion.
11.4.3 Buyer is responsible for exchange shipping costs.
11.5 Exceptions
11.5.1 Custom orders and commissioned artworks are non-returnable and non-refundable.
11.5.2 Artworks that have been damaged or altered in any way are not eligible for return or refund.
11.6 This Returns, Refunds, and Exchanges policy outlines the general framework. Art.Africa reserves the right to modify this policy at any time with prior notice. The most current version of the policy will be available on the Art.Africa website.
11.7 We offer buyers a ‘14-Day Satisfaction Guarantee’ which allows buyers to return the artwork(s) in original condition for a period of no more than 14 calendar days. The 14-Day Satisfaction Guarantee is subject to the conditions outlined in the Returns, Refunds, and Exchanges policy. Art.Africa reserves the right to modify this policy with prior notice to the Vendor.
11.8 If the buyer elects to return the artwork(s) under the ‘14-Day Satisfaction Guarantee’, the buyer shall be responsible for all packing and return shipping charges, insurance costs protecting against the risk of loss or damage by the courier, and other handling expenses, including export fees incurred in the delivery of artwork(s) back to you.
Intellectual Property and Reproduction
12.1 Ownership
12.1.1 The Vendor retains full ownership and copyright of all artworks listed on the Art.Africa platform.
12.1.2 The Vendor warrants that they are the sole creator and rightful owner of the artworks, or have obtained all necessary rights and permissions from the rightful owner.
12.1.3 By selling artwork on Art.Africa, the Vendor transfers ownership of the physical artwork itself, but not the intellectual property rights associated with it.
12.2 Art.Africa Licence
12.2.1 By listing artworks on the platform, the Vendor grants Art.Africa a non-exclusive, worldwide, royalty-free licence to use, display, reproduce, and distribute the artworks for the purposes of promoting and selling the artworks on the platform.
12.2.2 This licence includes the right for Art.Africa to use images of the artworks in marketing materials, social media, email campaigns, and other promotional activities.
12.3 Reproduction Rights:
12.3.1 Art.Africa does not claim ownership of the artworks; however, it retains the right to display and promote the artworks as described in this agreement.
12.3.2 The Vendor agrees not to grant exclusive reproduction rights to any third party that would conflict with the terms of this agreement.
12.4 Prohibited Actions
12.4.1 The Vendor must not upload, post, or transmit any artwork that infringes on the intellectual property rights of any third party.
12.4.2 The Vendor must not use Art.Africa to distribute or sell counterfeit, pirated, or unauthorised copies of artworks.
12.5 Copyright Infringement
12.5.1 Art.Africa takes copyright infringement seriously. In the event of any suspected copyright infringement, Art.Africa reserves the right to remove the infringing artwork from the platform and take further legal action as deemed necessary.
12.6 Termination of Licence
12.6.1 Upon the removal of the artwork from the Art.Africa platform, the licence granted to Art.Africa for that artwork will terminate, except for any ongoing promotional materials that cannot be feasibly removed immediately. Art.Africa will make reasonable efforts to cease use of the artwork in future marketing campaigns.
12.7 Indemnification
12.7.1 The Vendor agrees to indemnify and hold harmless Art.Africa, its affiliates, and its users from any claims, damages, or losses arising from any breach of the Vendor’s warranties and representations regarding the ownership and originality of the artworks.
12.8 Dispute Resolution
12.8.1 Any disputes regarding intellectual property rights and reproduction will be resolved in accordance with the dispute resolution terms set forth in this agreement.
12.9 Governing Law
12.9.1 This Intellectual Property and Reproduction clause and any disputes arising from or connected to it shall be governed by and construed in accordance with the laws of England. The courts of England shall have exclusive jurisdiction to hear and determine any disputes arising out of, or in connection with, these Terms of Service.
Liability and Indemnification
13.1 Limitation of Liability
13.1.1 Art.Africa strives to provide a reliable and secure platform for buying and selling art. However, to the fullest extent permitted by law, Art.Africa excludes all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
13.1.2 Art.Africa shall not be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, data, or other intangible losses arising out of or relating to:
Your use or inability to use the Art.Africa platform.
The purchase or sale of artwork on the platform.
The actions or omissions of any user of the platform, including Artists and Buyers.
Any errors, interruptions, or delays in the operation of the platform.
Viruses or other malware that may infect your computer equipment or other property due to your access to or use of the platform.
Any reliance on the completeness, accuracy, or timeliness of information contained on the platform.
13.2 Indemnification
13.2.1 You agree to indemnify, defend, and hold harmless Art.Africa, its officers, directors, employees, agents, licensors, and suppliers from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, arising out of or relating to:
Your violation of these Terms of Service.
Your use or misuse of the Art.Africa platform.
Your violation of any rights of another party, including without limitation any intellectual property, publicity, confidentiality, property, or privacy right.
Your negligent or intentional misconduct.
Your violation of any applicable laws, rules, or regulations.
13.3 Disclaimer of Warranties
13.3.1 The limitations and exclusions of liability and the indemnification provisions set forth in this clause are fundamental elements of the basis of the agreement between Art.Africa and you. You agree that these limitations and exclusions of liability and the indemnification provisions are fair and reasonable.
13.3.2 The platform and all content, products, and services included on or otherwise made available to you through the platform are provided by Art.Africa on an “as is” and “as available” basis, unless otherwise specified in writing. Art.Africa makes no representations or warranties of any kind, express or implied, as to the operation of the platform or the information, content, products, or services included on or otherwise made available to you through the platform, unless otherwise specified in writing.
13.3.3 You expressly agree that your use of the platform is at your sole risk.
13.3.4 To the full extent permissible by law, Art.Africa disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Art.Africa does not warrant that the platform, information, content, products, or services included on or otherwise made available to you through the platform, Art.Africa’s servers, or electronic communications sent from Art.Africa are free of viruses or other harmful components.
13.4 Governing Law and Jurisdiction
13.4.1 This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of England and Wales.
13.4.2 Any legal actions or proceedings related to this Agreement shall be brought exclusively in the courts located in England and Wales.
Confidentiality
14.1 Definition of Confidential Information
14.1.1 For the purposes of this Agreement, “Confidential Information” means all information, whether written or oral, disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, customer data, financial information, marketing strategies, trade secrets, and proprietary technology.
14.2 Obligations of Confidentiality
14.2.1 The Receiving Party agrees to use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and for no other purpose.
14.2.2 The Receiving Party shall not disclose or permit the disclosure of any Confidential Information to any third party without the prior written consent of the Disclosing Party, except as provided in Section 14.2.3 below.
14.2.3 The Receiving Party shall take all reasonable measures to protect the confidentiality and avoid the unauthorised use, disclosure, publication, or dissemination of the Confidential Information. Such measures shall be at least those measures that the Receiving Party employs to protect its own confidential information of a similar nature.
14.3 Permitted Disclosures
14.3.1 The Receiving Party may disclose Confidential Information to its employees, agents, or subcontractors who have a need to know such information for the purposes of fulfilling the Receiving Party’s obligations under this Agreement, provided that such employees, agents, or subcontractors are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
14.3.2 The Receiving Party may disclose Confidential Information if required to do so by law, regulation, or court order, provided that the Receiving Party (a) gives the Disclosing Party prompt written notice of such requirement prior to the disclosure (unless prohibited by law), (b) provides reasonable assistance in obtaining an order protecting the information from public disclosure, and (c) discloses only that portion of the Confidential Information which it is legally required to disclose.
14.4 Exclusions from Confidential Information
• 14.4.1 Confidential Information does not include information that:
is or becomes generally known to the public through no fault or breach of the Receiving Party;
is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality;
is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
is lawfully obtained by the Receiving Party from a third party without an obligation of confidentiality.
14.5 Return or Destruction of Confidential Information
14.5.1 Upon the termination of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all documents and other tangible materials representing the Disclosing Party’s Confidential Information and certify in writing that it has complied with these obligations.
14.6 Duration of Confidentiality Obligations
14.6.1 The obligations of confidentiality under this Agreement shall continue for a period of three (3) years after the termination or expiration of this Agreement, or for as long as the Confidential Information remains a trade secret under applicable law, whichever is longer.
14.7 Remedies
14.7.1 The Receiving Party acknowledges that any unauthorised use or disclosure of the Disclosing Party’s Confidential Information may cause irreparable harm and significant injury, which may be difficult to ascertain. Accordingly, the Receiving Party agrees that the Disclosing Party shall have the right to seek immediate injunctive relief to enforce the Receiving Party’s obligations under this Agreement in addition to any other rights and remedies it may have.
14.8 Governing Law and Jurisdiction
14.8.1 This Confidentiality clause and any disputes arising from or connected to it shall be governed by and construed in accordance with the laws of England.
14.8.2 The courts of England shall have exclusive jurisdiction to hear and determine any disputes arising out of, or in connection with, these Terms of Service.
Advisory Services and Pricing Measures
15.1 Market Research and Pricing Tools
Art.Africa intends to develop and provide artists with access to market research tools and pricing algorithms to help determine competitive and fair pricing for their artworks. Vendors are expected to utilise these tools once they are made available to ensure their pricing aligns with market standards.
15.2 Price Verification Process
Art.Africa reserves the right to review and verify the listed prices of artworks to ensure they align with market standards and provide fair value to buyers. Vendors may be required to provide detailed justifications for their pricing as these features become available, and they are expected to comply with such requests.
15.3 Transparency and Justification
Artists are encouraged to include a detailed justification for the listed price of their artworks, which will be published on the artwork’s listing page for transparency. Vendors are required to comply with this measure once the feature is implemented.
15.4 Regular Audits
Art.Africa plans to conduct regular audits of listed prices and make adjustments to pricing guidelines as necessary to maintain fairness and competitiveness in the marketplace. Vendors are expected to comply with any adjustments or recommendations resulting from these audits.
15.5 Dedicated Advisory Team
Art.Africa aims to establish a team of art advisors and market analysts to offer personalised advice on pricing, marketing, and portfolio management. Vendors are encouraged to schedule consultations with advisors through the platform once these services are available.
15.6 Educational Resources
Art.Africa is working on providing a resource library with articles, tutorials, and webinars on best practices for pricing, marketing, and selling art. Vendors are encouraged to utilise these resources as they become available.
15.7 Workshops and Webinars
Art.Africa intends to organise regular online workshops and webinars featuring industry experts on topics such as pricing strategies, market trends, and effective marketing. Vendors are encouraged to participate in these sessions to enhance their understanding and application of best practices.
15.8 Feedback and Support System
Art.Africa plans to implement a feedback system and support ticket system for artists to receive constructive feedback and timely responses from advisors regarding their pricing strategies and other inquiries. Vendors are expected to engage with these systems to ensure effective communication and continuous improvement.
Incremental Implementation of Services
16.1 Art.Africa is committed to enhancing its platform and services. The advisory services and pricing measures outlined in this agreement are part of ongoing development efforts and will be provided incrementally. Art.Africa does not guarantee immediate availability of all these services and reserves the right to introduce them as they are developed. Vendors are expected to comply with these measures as they are implemented. The Vendor acknowledges that these services are complimentary and not compulsory. Art.Africa is not legally obligated to implement these services within a specific timeframe.
Miscellaneous Provisions
17.1 Notices: All notices under this Agreement must be in writing and sent to the addresses listed above.
17.2 Shipping:
Vendor shall prepare artworks for shipping within 2 business days of sale confirmation.
Artworks will be delivered within 5 business days after shipment for local shipments.
Artworks will be delivered within 7 to 21 business days after shipment for international shipments.
Vendor will provide tracking information for all shipments.
17.3 Data Protection and Privacy:
Both parties agree to comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) in the United Kingdom, where applicable.
Art.Africa will implement measures to protect Vendor’s data against unauthorised access.
Parties agree to ensure that any cross-border data transfers comply with data protection laws.
Art.Africa will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including but not limited to encryption, pseudonymization, and regular security audits. The Vendor’s data will be stored securely and will be deleted or returned upon request or upon termination of the Agreement.
17.4 Force Majeure:
17.4.1 Neither party shall be liable for failure or delay in performance due to events beyond their reasonable control, including but not limited to natural disasters, acts of terrorism, war, epidemics, government actions, and power outages.
17.4.2 The affected party must promptly notify the other party of a force majeure event and its expected duration.
17.4.3 Obligations shall be suspended during the force majeure event. If it lasts over sixty (60) days, either party may terminate this Agreement. The affected party shall use reasonable efforts to resume performance as soon as practicable after the event concludes.
17.5 Severability: If any provision is found invalid or unenforceable, the remaining provisions shall remain in effect. The parties shall replace any invalid provision with a valid one.
17.6 Waiver: Failure to enforce a provision shall not constitute a waiver unless agreed to in writing.
17.7 Amendments: This Agreement may only be amended by a written instrument signed by both parties. Art.Africa will provide written notice of any proposed amendments at least thirty (30) days prior to their effective date, allowing the Vendor to review and accept the changes. If the Vendor does not accept the changes, either party may terminate the Agreement in accordance with the termination provisions herein.
17.8 Entire Agreement: This Agreement constitutes the entire agreement between the parties, superseding all prior agreements.
17.9 Headings: Headings are for convenience and do not affect interpretation of this Agreement.
By selecting the “I Agree” checkbox, the Vendor acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this PLATFORM-VENDOR AGREEMENT.
IN WITNESS WHEREOF, by their electronic acceptance, the parties hereto have executed this Agreement as of the date of acceptance by the Vendor.