ARTIST TERMS

Effective: September 2023

These terms, including any amendments and/or revisions hereof (“Artist Terms”), are in addition to Conart’s General Terms and Conditions (“Terms of Use”) and apply to all artists (each an “artist”, “you” or “your”) that have been approved by Conart’s Panel (as defined below).

These Artist Terms, the Terms of Use, the Privacy Policy, and any other policies linked to herein, govern your access to and use of the Conart Solution (as defined in the Terms of Use), and constitute a binding legal agreement between you and Conart Group Ltd (“Conart” or “we” or “us” or “our”).

You agree to be bound by and comply with these Artist Terms, as updated from time to time in accordance with this paragraph. Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any provision of these Artist Terms at any time. When we change these Artist Terms, we will: (i) place a notice on the Website or provide a notice through the App, send you an email, or notify you by some other means as required by applicable law; (ii) post a new version of these Artist Terms to the Website or through the App; and (iii) update the “Effective” date at the top of these Artist Terms.

We may require you to provide consent to the updated Artist Terms in a specified manner before further use of the Conart Solution is permitted. In the event your consent is required to any changes to the Artist Terms and you do not agree to any change(s), after receiving a notice of such change(s), you will stop using the Conart Solution. Otherwise, your continued use of the Conart Solution after any changes to these Artist Terms indicates your acceptance of such changes.

1. ARTIST SUBMISSION AND REGISTRATION PROCESS
Conart accepts artist submissions (“Submissions” and each, a “Submission”) from artists for consideration by the Conart panel of industry experts (“Conart’s Panel”) through its app (the “App”) or website (“Website”) (either through an artist’s own submission or through Conart’s referral scheme). As part of the submission process, you will need to register on the App, create a user profile and share certain information about yourself including either your Instagram handle, Facebook handle or your website url (where you have one). Artists will be notified of whether their Submission has been successful via the App or via email. If you do not hear back from us within 21 days of submitting your Submission, unfortunately you have not been selected as a Conart artist, but we would be delighted for you to be on the App as a user (each a “User” and collectively “Users”) and to enjoy being part of the Conart community (the “Community”).

Those artists successfully selected to be on the App (each a “Conart Artist”) will have a status as a Conart Artist that will be visible to all other Users. As a Conart Artist, you will have the ability to sell your artwork (“Work”) on the App. All Work is to be either original artwork or limited edition prints (subject to a maximum of 25 copies and 2 artist proofs). If you are unsuccessful in your application to be a Conart Artist, we would welcome you to have a profile on the App as an artist and benefit from being part of the Community, but you will not be able to sell your Work to other Users on the App.

Without prejudice to any other legal remedy that may be available to us, we reserve the right to reject any Submission. Conart expressly disclaims any and all liability in connection with any Submission. Conart reserves the right to remove any Submission from the consideration process by Conart’s Panel, in its sole discretion and without prior notice (whether on the basis of a breach of warranty or other obligation under these Artist Terms or for any other reason).

2. ARTIST WARRANTIES
By submitting your Work, you hereby warrant, covenant and represent to us as follows (now and at the relevant time, including at the point of sale to a buyer (“Buyer”)):

  • your Work is authentic and the description of, and any information provided, in relation to such Artwork is accurate, true and not misleading in any respect;

  •  your Work is in good condition and fit for transportation;

  •  the materials and/or fabrication used in the creation of your Work are of the highest quality and no such Work should change or degrade in a way that is unusual or unexpected, and each shall maintain its good appearance;

  • · you own such Work free and clear of any security interests, liens or adverse claims of any kind, and upon sale, good and marketable title will pass to the Buyer;

  • · none of your acts or performance in connection with these Artist Terms and no part of these Artist Terms will conflict with any obligation that you have to any third party, whether contractual or otherwise;
    · your Work does not contain anything which is or would be (if your Work is published) in breach of applicable laws.

These warranties and representations shall survive completion of the sale of each Work and/or the expiry or termination of these Artist Terms.
You agree to indemnify Conart and keep it indemnified on demand against any loss or liability arising to Conart or any of its directors, officers, employees or members of Conart’s Panel out of the breach of any of the warranties above and against any breach of your obligations under these Artist Terms.

You agree to notify us at hello@theconart.com if any of the representations above are incorrect or misleading in any way. Your warranties under this clause will be qualified in respect of any such notification that you give us providing it is fair, complete and in writing.

3. CONSIGNMENT
You agree to consign two pieces of Work (“Consignment Artworks”) exclusively to the App for 6 months on a rolling basis (each period of 6 months being a “Consignment Period”). On or prior to the beginning of a subsequent Consignment Period (“Subsequent Consignment Period”), you agree in respect of such Subsequent Consignment Period:
(A) in the event you sell one or both Consignment Artworks in the previous Consignment Period, to upload to the App another one or two Consignment Artworks (as relevant), or
(B) in the event that the Consignment Artworks have not sold, (in your sole discretion) to either:

  1. keep the same Consignment Artworks on the App, or

  2. replace one or both of the Consignment Artworks with new Consignment Artworks,

in each case, so that in that Subsequent Consignment Period, you have two Consignment Artworks on the App.

For the avoidance of doubt, if on the first day of a Subsequent Consignment Period you do not have two Consignment Artworks on the App (a “Non-Consignment Period”), your ability to sell Work on the App shall be temporarily restricted until such time as when two Consignment Artworks are consigned to Conart. During a Non-Consignment Period, all other features (other than the sales feature) will be available to you.

In addition to the Consignment Artworks, we would recommend that you upload at least another three pieces of Work for sale on the App, however this is entirely your decision, and any such pieces can be on a non-exclusive basis. If you choose to show Work on Conart and on other on-line platforms simultaneously, it is your responsibility to monitor sales interest in the Work to avoid, for example, a sale of the same Work happening on Conart and another platform at the same time.

You agree to sign each Work that is for sale on the App, otherwise you will provide a physical certificate of authenticity that will accompany the relevant piece of Work.

In the event that you:
(A) decide to no longer sell your Work on the App, or
(B) secure exclusive worldwide representation with a gallery,
we agree to release you from your obligations under the consignment terms set out in this clause at the end of the current Consignment Period.
For the avoidance of doubt, whilst you are within a Consignment Period, you are restricted from deleting your profile until the end of the current Consignment Period and not before.

4. SELLING WORK
All Work that you select to sell on the App shall be determined by you in your sole discretion. Before selling your Work, you will have the option to consider the identity of a prospective Buyer (should you choose to opt-in to “only sell to Users, once connected”) (“Buyer Opt-In”). In the event that you activate the Buyer Opt-In, a User will not be able to buy your Work, until you have accepted their connection request. The default setting on the App will be “sell to all Users”. You can activate the Buyer Opt-in at any time in your Account settings, under Edit profile.

In no event shall Conart be liable to you for any damages directly or indirectly related to your approval of a Buyer’s connection request.

In the event that you are on holiday or for any other reason are unable to operate the sales functionality on your profile, and in order for the User experience not to be disrupted in any way, you agree to turn on the holiday feature (“Holiday Feature”). Whilst activated, the Holiday Feature will alert Users, that during this period, your Work is not for sale. The Holiday Feature can be activated at any time in the settings menu.

5. FABRICATION
For the avoidance of doubt, all costs associated with the production of a Work shall be entirely for the cost of the artist.

6. PHOTOGRAPHY COSTS
For the avoidance of doubt, all costs associated with photographing a Work shall be entirely for the cost of the artist.

7. SALE PRICE
The price of each Work (including any reduced price you may agree with a Buyer, through our “make offer” feature or otherwise) will be determined by you entirely in your discretion (the “Sale Price”). In no event shall Conart be responsible for determining the Sale Price of any Work.

8. COMMISSION
Our commission for sales of Work on the App is 20% plus VAT (“Standard Online Commission”). The Standard Online Commission shall be reduced where an artist (“Eligible Artist”) introduces five collectors to Conart and each of those five collectors purchases an artwork either (i) on the App or (ii) at one of Conart’s in-person shows (“Physical Event”). From the date on which the relevant returns period for the fifth collector has expired (the “Eligible Date”), the Eligible Artist will benefit from a reduced commission of 15% plus VAT (“Reduced Commission”) for sales of Work on the App, for a period of 12 months from the Eligible Date (“Eligible Period”). For the avoidance of doubt, at the end of the Eligible Period, the Standard Online Commission shall apply to any sales of Work (other than in respect of those sales that are being processed on or prior to the end of the Eligible Period), unless and until an Eligible Artist introduces a further five collectors, in which case, the Reduced Commission shall apply, as set out above.

For the avoidance of doubt, our Standard Online Commission applies to Works sold that are consigned on an exclusive basis and non-exclusive basis.

Our commission for sales of Work at our Physical Events is 35% plus VAT (“Standard Physical Commission”).

9. LOGISTICS
We have an integrated logistics solution on the App, provided by our logistics partner, Pack & Send (“P&S”). P&S provides an end-to-end global fulfilment service including shipping, packing, tracking, and insurance.

P&S will be responsible for collecting and shipping your Work. In the case of Work in excess of 40 x 40cm, P&S will also package it. Any Works smaller than 40x40cm shall be packed by you. In the case of these smaller Works, P&S will supply you with labels and arrange a collection with the courier.

Shipping to Permitted Jurisdictions
For the purpose of these Artist Terms, “Permitted Jurisdictions” shall mean the UK and EU. When a User sees your work on the App, the price shown will include the price of the Work as well as the shipping costs to the Permitted Jurisdictions.

We have an agreement with P&S for competitive shipping costs based on size, weight, and origin of your parcel.

You do not need to worry about calculating these costs. All you have to do when you upload a Work for sale is to enter the price of the Work, and we will then calculate the shipping costs for you. Please see worked example below:

Worked Example for shipping to Permitted Jurisdictions Artist to input:
Size of artwork = 1 sqm
Price of artwork = £2,000

Conart to calculate:
Shipping Costs (paid by buyer) = £250 (calculated in accordance with P&S rates card) Listed Price (what the buyer will see) = £2,000 + £250 = £2,250
Proceeds (net of commission + VAT) to Artist = £2,000
less 20% of £2,000 (commission) = £400
less 20% of £400 (VAT on commission) = £80
Final Artist Proceeds = £1,520

Shipping to Other Jurisdictions
For the purpose of these Artist Terms, “Other Jurisdictions” shall mean any jurisdiction other than a Permitted Jurisdiction.

Worked Example for shipping to USA
As for shipping to Permitted Jurisdictions, plus additional shipping & handling costs for specific jurisdiction ie.
Listed Price (what the buyer will see) = £2,000 + £250 = £2,250
Additional Shipping Costs = £400 (cost of shipping to USA) - £250 (shipping cost incorporated in Listed Price) = £150

In all cases, any applicable export, import and customs duties or international taxes (together with the shipping costs outlined in the examples above, the “Buyer Costs”) will be paid by the Buyer.

In respect of all Works for sale, artists are required to upload a conditions report to the App prior to a Work being sold. A link to a template conditions report is available on the App. *Please note that £ amounts are by way of example only.

10. PAYMENT PROCESSING
Conart has an integrated payment processing solution on the App, provided by Stripe. All payments will be processed through Stripe and the net sale proceeds ie. the Sale Price less the relevant commission and VAT on commission (as set out in clause 9) and the Buyer Costs (the “Net Proceeds”) shall be remitted to the artist within 28 days of the sale of the Work.

Each artist will need to have an account registered with Stripe (“Stripe Account”) to receive any Net Proceeds or other amount remitted from Conart. A link to the Stripe Account set-up will be included in the artist’s welcome email and it will be a requirement to have a Stripe Account set up before selling any Works on the App.

11. VAT
It is your responsibility for determining whether VAT is chargeable on the sale of your Work. In no event shall Conart be responsible for determining whether or not VAT is chargeable on the sale of your Work.

12. REFERRALS
Artists (each a “Referring Artist”) can refer other artists (each a “Referred Artist”) to Conart via the referral feature on the App. Where the Submission of a Referred Artist is approved by Conart’s Panel, the Referring Artist shall benefit from 1% of any future sales of the Referred Artist.

For the avoidance of doubt, the 1% payable to the Referring Artist shall be deducted from our Standard Online Commission.

13. COPYRIGHT
You hereby grant us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable licence to make images, reproductions and recordings of your Work (in whole or in part) and to use them for our marketing and publicity purposes and for the inclusion of any such images on our website, social media, emails and invitations for marketing and promotional purposes. Subject to your prior consent, you hereby grant us a worldwide, royalty-free, non- exclusive, perpetual and irrevocable licence to make images, reproductions and recordings of your Work (in whole or in part) and for the inclusion of any such images in catalogues, books and magazines (physical and online). All negatives, video, recordings and electronic files shall belong to us solely and completely. We may agree to allow you to use a copy of our images, reproductions, or recordings and the terms of any such agreement shall be negotiated and agreed separately with you in writing. This clause shall survive termination or expiry of these Artist Terms.

For the avoidance of doubt, you shall retain copyright of the Work during your lifetime and for 70 years post your death, and this clause in no way infringes upon that.

Purchase of an artwork by collectors does not allow for any commercial use of the artwork in their possession.

14. TERMINATION
Conart reserves the right to terminate any artist's access to the App at any time in its sole discretion and without prior notice.

Conart may terminate these Artist Terms by giving you notice in writing (including by email) upon any breach by you of any of the warranties or obligations under these Artist Terms or any of the Terms of Use relating to the use of the App. Termination of these Artist Terms shall not affect any accrued rights or obligations of either party but shall release both Conart and you from any further obligations hereunder.

15. MISCELLANEOUS Intellectual Property

You acknowledge and agree that the words CONART, CONART.COM and CONARTISTS.CO.UK and any other name, logo and sign used on the App or our website (“Website”), as well as the design and layout and all content of the App and Website are the trade marks, copyright and other intellectual property rights of Conart and are owned solely by (or licensed to) Conart. You shall not acquire any title, right or interest (including any user right) in any such intellectual property by reason of your submission of your Work to the App. 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 Conart 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 of reputation, goodwill or business, or any consequential, special, incidental, or indirect damages of any kind arising out of the services provided by Conart or its failure to provide these services, the consideration, selection or rejection of your Work or Submission or out of the operation of the App or Website, or the content of the App or Website, or as a result of the exercise or inability to exercise the rights granted to Conart hereunder or as a result of the termination or expiry of these Artist Terms, even if we have been advised of the possibility of such damages in advance.

Notwithstanding anything to the contrary above, nothing in these Artist 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.

General terms
Nothing in these Artist Terms shall create, or be deemed to create, a partnership or joint venture between you and Conart. Except as expressly provided herein, these Artist Terms shall not be construed as giving rise to the relationship of principal and agent or to any authority by you to represent or act on our behalf.

If at any time any provision of these Artist 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 Artist 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 Artist 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.

These terms and any dispute or claim arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

ACCEPTANCE OF THE TERMS OF USE
You hereby agree that by signing these terms and conditions you acknowledge and agree to all the Artist Terms and the Terms of Use effective as at the date of these Artist Terms.