Effective June 1st, 2015
This document (the “Seller Terms”) contains important legal terms which are additional to the Terms & Conditions relating to the use of the riseart.com website (the “Website”) operated by Rise Art Limited (“Rise Art” or “we”). These Seller Terms apply to you if you sell and/or rent art through the Website, or any other and any other offline or online 3rd party channels used by Rise Art. You are referred to in these Seller Terms as the “Seller” or as “you”.
You should read these Seller Terms carefully, and we advise you to print and retain a copy for your reference.
By submitting your work of art (“Your Work”) to Rise Art for sale and/or rental you agree to these Seller Terms, and agree to have Rise Art become a sales agent for Your Work. If you do not agree to these Seller Terms, you should not submit Your Work for sale and/or rental to Rise Art.
These Seller Terms, together with the Artist Submission Terms relating to the submission of Your Work and the Terms and Conditions relating to the use of the Website constitute the entire agreement between you and Rise Art in relation to the display, promotion and sale and/or rental of Your Work and they supersede all other agreements, statements, letters and other arrangements made between the parties.
These Seller Terms and any matter arising out of the subject matter of these Seller Terms shall be governed by English law and you agree to submit to the non-exclusive jurisdiction of the courts of England and Wales.
By entering into this Seller Agreement, you appoint Rise Art as an agent for Your Work listed on the Website and approved by Rise Art for sale and/or rental at the discretion of Rise Art. As part of this service, Rise Art may (in its sole discretion) showcase and sell and/or rent Your Work on the Website and various other offline and online 3rd party sales channels.
Without prejudice to any other legal remedy that may be available to us, we reserve the right to reject at any time Your Work for sale and/or rental and remove it from the Website and any other publications or circulars, if we determine, at our sole discretion, that Your Work fails to comply with the warranties as outlined below or for any other reason. Rise Art expressly disclaims any and all liability in connection with Your Work.
By agreeing to this Seller Agreement for the sales and/or rental Your Work, you hereby warrant, covenant and represent to us as set out below:
Your Work is your original artistic work, it has 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 are the sole owner of all rights, title and interest in the copyright in Your Work and you are entitled to grant the rights purported to be granted to us under this Seller Agreement.
Your Work does not contain anything which is, or would be (if Your Work is 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 Rise Art and keep it indemnified on demand against any loss or liability arising to Rise Art or any of its directors, officers, employees or members of the Rise Art Curation Board out of the breach of any of the warranties above and against any breach of your obligations under this Seller Agreement.
Receipt of Your Work: Upon acceptance of this Seller Agreement, you shall submit (via any process as defined by Rise Art in its sole discretion) to Rise Art Your Work to be sold and/or rented under the terms of this Seller Agreement. Rise Art reserves the right to (in its sole discretion) approve or reject Your Work for sale and/or rental. Upon notification of a sale and/or rental by Rise Art, you must be able to deliver Your Work to the Rise Art offices or a Rise Art customer within 7 days notice unless otherwise mutually agreed by email.
Non-Exclusivity: You may continue to sell Your Artwork in other venues and non-exclusive arrangements outside of Rise Art so long as Your Artwork has not already been sold by Rise Art. You shall stop offering any of the pieces of Your Artwork for sale through any other channels immediately after we notify you of the sale of such piece of Your Work. If Your Work is sold via another channel, you must notify Rise Art within 7 days of the sale, so that we may mark the work as sold.
Commissioning Work for Rise Art Purchase: Rise Art reserves the right to commission up to 10 works from the artist at 60% of market fair prices at the time of purchase exclusive of any Value Added Tax (VAT), sales tax or any other amount charged as tax.
Price: You shall provide Rise Art with a selling price for Your Work, which shall be inclusive of any Value Added Tax (VAT), sales tax or any other amount paid as tax (“List Price”). You can change the List Price at any time by providing at least 7 day written notice to Rise Art, via any tools provided by Rise Art in its sole discretion. The List Price shall never be more expensive on Rise Art that on any other sales channel or venues. Rise Art shall be allowed to discount the List Price upon mutual consent if an offer is received for a lower price. You shall be allowed to discount the List Price at your discretion, by providing Rise Art notice of such discount and the period of such discount.
Sales: Rise Art agrees to list Your Work for sale at the Price, including any discounts requested by you or agreed mutually as defined in clause 4.4 above (the “Sale Price”).
Costs Incurred: Rise Art will be reimbursed out of the proceeds of the sale of Your Work for any costs incurred by Rise Art in relation to the receipt, production, storage, delivery or sale of Your Work (“Costs Incurred”). This charge will amount to no more than 3.5% of the Sale Price unless mutually agreed by both parties.
Commission: After deduction from the Sale Price of any Costs Incurred and Rental Discount as outlined below in Sales from Rentals, Rise Art will be paid a commission on the sale of 40% of the net proceeds plus any Costs Incurred and you will be entitled to the balance.
Shipping: Unless Rise Art has elected to take possession and store Your Work by mutual agreement; you are solely responsible for packing and shipping Your Work to the customer or Rise Art. Rise Art may provide you with packing and shipping instructions, which you shall follow. If you fail to pack and ship Your Work securely, you will be fully liable for any damage to Your Work in the shipping process.
(A) If Your Work is damaged or destroyed while stored by Rise Art due to negligence by Rise Art, Rise Art will pay to have Your Work repaired or will pay you your commission as applicable under this Agreement. The decision to pay you or repair the work will be made at the sole discretion of Rise Art.
(B) If Your Work is damaged or destroyed during shipment to a customer by Rise Art, Rise Art will pay to have Your Work repaired or will pay you your commission as applicable under this Agreement at our sole discretion.
(C) If Your Work is damaged or destroyed during shipment by You, you will be liable for any damage to Your Work.
Removal: You may elect to remove Your Work for sale from Rise Art at any time by notifying Rise Art in written form, via any tools provided by Rise Art in its sole discretion. Your Work will be removed from Rise Art within 30 days of notification. During this period, we may still exercise our right to sell and/or rent Your Work under the terms of this agreement.
Promotions: You agree to assist Rise Art with the marketing and promotions of Your Work on Rise Art. This includes responding to media inquires, participating in interviews or editorial contributions and installing the Rise Art widget or badge on your website with a link to your Rise Art profile.
Rise Art may offer Your Work for sale to corporate, trade and other business customers (“Corporate Sales”). Corporate Sales will be governed by the same terms as Sales above with the following exceptions:
(A) Rise Art may in its sole discretion offer Your Work for Corporate Sales at a sale price set in accordance with this agreement (“Corporate Price”). Such Corporate Price shall be valid for a minimum of 30 Days from the time Rise Art makes the offer to the customer. You agree to sell Your Work at the Corporate Price provided the customer has accepted the offer within the prescribed 30 Days.
Rise Art may offer Your Work for rental to customers by mutual agreement. Rentals will be governed by the same terms as above with the following exceptions:
Term: The term of a Rental (the “Rental Term”) begins once the customer receives Your Work. The customer shall be billed on a monthly basis (each billing month being a “Rental Period”) until such Rental is terminated and Your Work is returned by the customer or purchased.
Sales: During the Rental Term, Your Work may continue to be available for sale on Rise Art under the terms of this agreement at the sole discretion of Rise Art. If Your Work is sold, the customer renting Your Work will have the right of first refusal for the purchase of Your Work for the same price as Your Work has been sold, and have 14 days to exercise this option prior to the work being sold to another customer. Throughout the Rental Period you will not be able to sell the work via other sales channels.
(A) Rentals: For any given Rental Period during the Rental Term, Rise Art will receive a commission equal to 50% of the rental proceeds (excluding any insurance proceeds or any proceeds from any other services provided by Rise Art in relation to the Rental) for such Rental Period after the deduction of any Costs Incurred in relation to the Rental during the Rental Period, plus such Cost Incurred.
(B) Sales from Rentals: For any sale of Your Work to a customer who was currently renting such Work, Rise Art will receive a sales commission as defined under the terms of this Agreement, provided that Rise Art reserves the right (in its sole discretion) to offer the customer a discount on the Sale Price of up to 100% of any rental fees charged to the customer during the Rental Period (the “Rental Discount”).
(A) If Your Work is damaged or destroyed while during shipment from you to Rise Art, the customer or another destination, you are fully liable for damages.
(B) If Your Work is damaged or destroyed during shipment to a customer by Rise Art, Rise Art will pay to have Your Work repaired or pay you your commission based on the Minimum Price of Your Work at our discretion.
(C) If Your Work is damaged or destroyed by the customer, Rise Art will pay to have Your Work repaired or pay you your commission as defined in the Sale From Rentals at our discretion.
Provided you have agreed to make Your Work available for Rental, Rise Art may offer Your Work for rental to corporate, trade and other business customers, on either a short or long term basis (“Corporate Rentals”). Corporate Rentals will be governed by the same terms as Rentals above with the following exceptions:
(A) Short Term Rentals: For Corporate Rentals with an initial duration of two or less months (excluding any renewals or extensions), you shall receive a minimum rental commission of 2.50% of the List Price of Your Work per calendar month, unless otherwise agreed in writing (including via email) by the Parties.
Intellectual Property: You acknowledge and agree that the words “RISE ART” and “RISEART.COM” and any other name, logo and sign used on the Website, as well as the design and layout and all content of the Website are the trade marks, copyright and other intellectual property rights of Rise Art and are owned solely by (or licensed to) Rise Art. 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 Work on the Website. 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 Rise Art 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 Rise Art or its failure to provide these services, the consideration, selection, rejection or sale and/or rental of Your Work or any other artwork or out of the operation of the Website, or the content of the Website, or the exploitation of any artwork, or as a result of the exercise or inability to exercise the rights granted to Rise Art hereunder or as a result of the termination or expiry of these Seller Terms, even if we have been advised of the possibility of such damages in advance. Rise Art's maximum aggregate liability for any single event (or a series of related events) giving rise to a claim in connection with these Seller Terms or in connection with the operation of the Website, either in tort, for breach of contract, misrepresentation or negligence, shall be limited to a sum equal the amount paid to you, or which would be payable to you if Your Work is sold and/or rented under these Seller Terms. Notwithstanding anything to the contrary above, nothing in these Seller 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: Rise Art may terminate these Seller 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 Seller Terms or any of the Artist Submission Terms relating to the submission of Your Work or any of the Terms and Conditions relating to the use of the Website. Termination of these Seller Terms shall not affect any accrued rights or obligations of either party but shall release both Rise Art and you from any further obligations hereunder. PROVIDED ALWAYS that the termination of these Seller Terms shall not terminate any rights and obligations relating to clause 4.3 (“Commissioning Work for Rise Art Purchase”) which shall continue without limit after the termination thereof, directly or indirectly.
General terms: Nothing in these Artist Submission Terms shall create, or be deemed to create, a partnership or joint venture between you and Rise Art. Except as expressly provided herein, these Seller 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 Seller 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 Seller 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.
No omission or delay in exercising any right, power or privilege under these Seller 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.
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.