1.OVERVIEW

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 Colourfull Arts Limited (Contemporary Art Fairs, we, us, our) under these Terms to sell it (Vendor, you, your) may be offered for sale and sold on the website and systems accessible on www.Contemporary Art Fairs.co.uk (Platform).

Each contract for the sale of Artworks by you shall be concluded in accordance with Clause 22.4 of the Terms and Conditions of Use (Terms of Use), the current version of which, as amended from time to time in accordance with those Terms of Use, shall form part of these Terms. When you display Artworks for sale on our Platform you will be offering to sell these directly to a Customer, and you appoint us as your commercial agent to conclude the sale of the Artworks in accordance with the Clause 1.4 of these Terms.

1.2. Our details and how you can contact us

Colourfull Arts Limited TA Contemporary Art Fairs is incorporated in England and Wales with our registered office at Loxley House, 25c Orgreave Crescent, Sheffield, S13 9NQ Our registered number is 8144683. Our principal activity is the provision of art fairs and an online art marketplace displaying authentic artworks for sale.

If you have any questions, concerns or complaints, you can email Contemporary Art Fairs at [email protected], use our website ‘Contact us’ page or write to Contemporary Art Fairs at Loxley House,  25C Orgreave Crescent, Sheffield, S13 9NQ, United Kingdom.

If we receive any complaint, action will be taken to rectify the problem. If you contact Contemporary Art Fairs by post or email we will reply by email. If you contact Contemporary Art Fairs by phone we will aim to resolve the issue immediately. If we need time to investigate we will let you know.

1.3. What definitions will be used in these Terms?

Please take the time to read the following definitions, which will be used throughout this document as explained below:

• Listing

The page and its contents on which an Artwork is offered for sale by a Vendor.

• Content

Any text, image or video contributed to and hosted on the Platform

• Gross Sale Proceeds

Funds paid by a Customer under the Terms of Use with respect to the sale of an Artwork concluded via the Platform

• Net Sale Proceeds

Funds due to a Vendor under these Terms for the sale of an Artwork concluded via the Platform

• Customer

Any person registered with us under the Terms of Use for the purpose of purchasing Artworks on the Platform.

1.4. You appoint us as your commercial agent

You hereby authorise us to act as your commercial agent to promote your Artwork(s) for sale to Customers via the Platform, to conclude each Contract for the sale of your Artwork(s) between you and that Customer via the Platform as specified in Clause 22.4 of the Terms of Use and to accept payment on your behalf via the Platform in accordance with the Terms of Use. Each such Contract is between you and the Customer only. We are not a party to that Contract and we are neither the buyer nor the Vendor (or re-Vendor) of the Artwork(s) that you offer for sale. We are not the Customer’s agent for any purpose. You, and not us, are responsible for performing the obligations under the terms of any Contract between you and a Customer. You are the Vendor of record for all your Contracts, the Customer merely pays us via the Platform for the relevant sales. The Customer’s obligation to pay for any Artwork(s) under each Contract with you is satisfied when that Customer fully pays us for the Artwork(s) via the Platform. As we conclude the sale on your behalf and the Customer’s payment to us satisfies the Customer’s obligation to pay for the Artwork(s), our name will appear on the Customer’s payment card statement. You must ship or arrange for the shipping of the Artwork(s) you have sold after receiving notification of the Customer’s order. Customers may only pay for Artwork(s) they purchase via the Platform by making a payment to us and you must not invoice any Customer, or obtain payment, outside the Platform. Any refunds to Customers may only be initiated via the Platform. We may in our sole discretion investigate or decline to process any transaction involving any Artwork(s) purchased via the Platform.

Except as otherwise expressly provided in these Terms, we are not the agent, intermediary or other representative of the Vendor. We are not a fiduciary or trustee of the Vendor. We are not obliged to find you Customers.

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.

• Privacy Policy
• Vendor Guidelines
• Customer Returns Policy
• Packaging & Shipping 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 Vendor Account (as defined in Clause 2.2) of an alternative returns address that is not based within any of the Restricted Countries. Contemporary Art Fairs cannot accept returns to its office location on behalf of Vendors.

Contemporary Art Fairs reserves the right to alter these Terms or other 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 Contemporary Art Fairs.

It is your responsibility to comply with all laws applying to online conduct 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 Vendor on the Contemporary Art Fairs 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 Contemporary Art Fairs is accurate 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 Vendor, we create an account for you ( Vendor Account) that includes your level of Vendor Plan Subscription, details of each of your Artwork sales (Sale) and send you account credentials so you can access your Vendor Account. The Vendor Account does not hold any funds.

You will need your account credential when you wish to access your Vendor Account. As long as the correct credentials are entered, we 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 your credentials secret and stored securely. If you disclose your credentials to any person that you authorise to access your Vendor Account, you are responsible and liable for any access, use or misuse or disclosure of your credentials or Vendor Account by that person.

We may refuse to act on an instruction that we believe: (i) is unclear; (ii) is not given by you; or (iii) may cause a breach of a legal or other duty; or (iv) if we believe the Platform is being used for an illegal purpose.

You must notify us by email at [email protected] if you believe an unauthorised person has accessed your Vendor Account. If you do not inform us:

• (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 your Vendor Account.

We will take all reasonable steps to prevent unauthorised access to your Vendor Account.

You are responsible for (a) compiling and retaining permanent records of all Sales and other data associated with your Vendor 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 your Vendor Account.

2.3 Must I be the creator of the Artworks I sell?

You warrant that you are the creator and sole and exclusive owner of all Artworks displayed on Contemporary Art Fairs 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?

All Artworks represented for sale on Contemporary Art Fairs must be original or limited edition original artworks.

2.5. What restrictions apply to the Content I may upload?

You acknowledge and agree that you are solely responsible for all Artwork Content  uploaded by you to the Contemporary Art Fairs website. You may not upload Artwork Content or any other materials which Contemporary Art Fairs 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.

Contemporary Art Fairs reserves the right to remove any Content or Artwork Listings at any time in its sole discretion.

2.6 How and when are Contemporary Art Fairs permitted to use my content?

By registering and becoming a Vendor and uploading Artwork Content you grant Contemporary Art Fairs a worldwide, non-exclusive, royalty-free, sub-licensable 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 Contemporary Art Fairs to use your content for the promotion of the Platform. Contemporary Art Fairs 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 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, Contemporary Art Fairs 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 set prices?

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.

Your specified shipping and handling fees for Artworks listed on Contemporary Art Fairs must accurately represent costs incurred in fulfilment of the order. Inflating your shipping and handling fees with a view to avoiding or lessening Contemporary Art Fairs’s commission is prohibited.

3.3. Am I responsible for fulfilling orders placed for Artworks I sell?

It is your sole responsibility to arrange the packaging and shipment of sold Artworks. It is your responsibility to research accurate shipping rates and select a preferred delivery prior to listing your Artwork. Contemporary Art Fairs will not be liable for any losses incurred as a result of inaccurately quoted rates.

Artworks must be packaged and shipped in accordance with Contemporary Art Fairs Packaging and Delivery Guidelines and the timeframe specified on your Shipping Details page. Where these requirements are not met, Contemporary Art Fairs reserves the right to debit any costs associated with resulting Customer return or cancellation requests from Net Sale Proceeds.

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.

4. CONTEMPORARY ART FAIRS’S OBLIGATIONS

4.1. How will I be notified of orders placed for my Artworks through Contemporary Art Fairs?

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 Vendor Dashboard.

4.2. How does Contemporary Art Fairs collect payment from Customers for orders placed for my Artworks?

We will notify you by sending a confirmation notice to your nominated notification email address when a Customer places an order via the Platform under Clause 22 of the Terms of Use. You must promptly either:

• (a) dispatch the Artwork(s) specified in the order using tracked delivery method and notify us that you have done so, as required in Clause 22.4 of the Terms of Use;
• (b) notify us that you are unable to supply the Artwork(s), to enable us to notify the Customer that the order will not proceed, under Clause 22.5 of the Terms of Use; or

The Contract between you and the Customer will only be formed when we send the Order Confirmation to the Customer.

The Customer’s chosen payment method will be debited for payment for the Artwork(s) and shipping charges when we send the Customer the Order Confirmation under Clause 22.4 of the Terms of Use (or Clause 22.6 in relation to custom Artworks, as specified in Clause 4.2(c) above).

Payment is held securely by Contemporary Art Fairs in a designated bank account separate from our own funds ( Vendor Funds Account) pending transfer under Clause 4.3 of these Terms. We hold the funds in the Vendor Funds Account for the Vendors to whom the funds will be due for payment under Clause 4.3.. 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 Contemporary Art Fairs transfer my funds for Artworks I have sold?

Your Net Sale Proceeds will be transferred to your Nominated Payment Account on expiration of Contemporary Art Fairs returns period as stipulated in our current Customer Returns Policy , subject to any required administrative and clearance period.

Contemporary Art Fairs is entitled to withhold your Net Sale Proceeds for a sale if there is, or in Contemporary Art Fairs’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 Contemporary Art Fairs’s reasonable satisfaction.

5. RETURNS AND DISPUTES

5.1. Am I obliged to accept returns of my Artworks sold on the Platform?

By creating Artwork Listings on Contemporary Art Fairs, you agree to the current Contemporary Art Fairs Customer Returns Policy for any sales. All requests to return Artworks are submitted by Customers to Contemporary Art Fairs. You will receive immediate notice via your nominated notification email address of any returns requests, as well as confirmation once a collection date and shipping has been arranged.

5.2. Who is liable for the cost of return shipment of Artworks under Contemporary Art Fairs return policy?

Contemporary Art Fairs will pay for the return of any Artworks by courier to your nominated returns address, returned under Contemporary Art Fairs’s Customer Returns Policy where the reason for the return is that the Customer changed their mind.

If any other reason is provided, Contemporary Art Fairs reserves the right to investigate to determine whether the return was a result of your breach of either Vendor Guidelines or Packaging & Shipping Guidelines.

5.3. Who is liable for damage to Artworks in transit?

Contemporary Art Fairs accepts no liability for damage to Artworks in transit from you to your Customer. It is your responsibility to ensure sufficient packaging and to ship via a service that will minimise the likelihood of damage.

You acknowledge that any postage or shipping guidance provided by Contemporary Art Fairs in the form of help articles or support correspondence comes with no guarantee of safe transit. If you do not use transit insurance for any Artwork, you do so solely at your own risk.

5.4. Who is liable for the cost of Artworks lost in transit?

Contemporary Art Fairs will accept no liability for Artworks lost in transit on their way to your Customer. You are advised to ship your Artworks via a traceable method. Contemporary Art Fairs 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 shipping costs for Artworks returned to me?

Where the stated reason for the return of an Artwork is that the Customer changed their mind, Contemporary Art Fairs will pay for the return shipping costs and reimburse you for the initial shipping costs by payment to your Nominated Payment Account, you must send us the valid VAT (where applicable) receipts for costs incurred for the shipment in question.

6. FEES AND PAYMENTS

6.1 Are there any fees for a Vendor Account on Contemporary Art Fairs?

There will only be commission charged on sales made through out platform.

6.2. When does Contemporary Art Fairs take commission on a sale of one of my Artworks?

You must pay the agreed Commission on any sale of your Artwork or Artworks via the Platform. We will deduct the Commission from the Gross Sale Proceeds for that Artwork in accordance with Clause 6.3 of these Terms. 

Where Contemporary Art Fairs reasonably believes a sale or monetary transaction initiated on the Platform to have been completed outside of the Platform, Contemporary Art Fairs 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?

Contemporary Art Fairs deducts Commission and Fees from the Gross Sale Proceeds on a percentage basis in relation to Sales completed through the Platform, which is subject to change. In the event of any change to the Commission structure, Contemporary Art Fairs will provide you with at least 14 day’s notice by posting the changes on the Platform. Your Net Sale Proceeds for a Sale is the Gross Sale Proceeds based on the Price at which the relevant Artwork(s) is sold, less the total Commission, Fees and taxes due in relation to the Sale, and any discount that you have offered (or authorised Contemporary Art Fairs to offer), to the Customer. 

6.4. How will revenue be transferred to me?

You will provide Contemporary Art Fairs with a payment account to receive payments from us. Your Net Sale Proceeds will be transferred to your Nominated Payment Account in the next available payment schedule. It is your responsibility to ensure that all shipped orders are completed 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.

7. TERMINATION AND ACCOUNT CANCELLATION

7.1. Under what conditions may this agreement be terminated?

Contemporary Art Fairs may, in its sole discretion, terminate this agreement and 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 termination.

7.2. How can I cancel my Contemporary Art Fairs account?

You may request deletion of your Contemporary Art Fairs account after 3 months from the initial set up of the account, from your user settings page. On receiving notice of your cancellation request, we will remove your Vendor store from the Platform within 5 working days.

8. FURTHER PROVISIONS

8.1. Website Usage

In no event will Contemporary Art Fairs 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.

Please note that Contemporary Art Fairs is not responsible for the privacy policies or content of third party sites available via link to the Platform.

8.2. User Data

Personal data supplied by users to Contemporary Art Fairs shall be owned by Contemporary Art Fairs and subject to our current Privacy Policy, the Data Protection Act 1998 and any other applicable law or regulation in the relevant jurisdiction. Where you receive personal data from users of the Platform, you will comply with all applicable law and regulation, the Contemporary Art Fairs Privacy Policy and all other instructions of Contemporary Art Fairs.

8.3. Liability

The Contemporary Art Fairs online store provides a marketplace and gallery only.

The Platform is provided on an “as is” basis. Contemporary Art Fairs makes no representations or warranties of any kind to you relating to the Platform to the fullest extent permitted by law.

Contemporary Art Fairs 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, Contemporary Art Fairs total and aggregate liability to you shall in no event exceed the total amounts actually received by you in connection with a sale of Artwork through the Platform.

You hereby indemnify Contemporary Art Fairs and keep Contemporary Art Fairs and its group companies, third party Vendors, 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 Contemporary Art Fairs), 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.

8.4. General

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.