Terms

Terms and conditions for the supply of artwork

We, at New Art Originals.com Limited, are delighted that you have decided to promote your artwork via our www.newartoriginals.com website (the Website).

As you are aware, www.newartoriginals.com is an online art dealer showcasing artwork by new and established artists, whether in paintings, sculpture, photography or other format or media (Artwork).

We understand that you wish us to advertise your own Artwork for sale as part of the Website. This document sets out the terms of the arrangement between us relating to the Artwork and other materials you may provide to us.  By registering with us as an artist and/or sending us your Artwork, images of such Artwork or other materials, you agree to be bound by this agreement. If you do not agree with this agreement, do not register with us, or send us your Artwork or other materials.

In consideration of us incorporating your Artwork and other materials on the Website, you agree and undertake to us on the terms of this agreement:

1.	APPLICATION OF TERMS

1.1	This agreement sets out the only conditions under which we, New Art Originals.com Limited (of St John's House, 54 St John's Square, London EC1V 4JL) are prepared to deal with you and any supply of Artwork shall be on these conditions, to the exclusion of any others. You agree to waive any right which you might otherwise have to rely on such other terms and conditions.

1.2	This agreement applies to all Artwork supplied by you and any variation to this document will only be effective if expressly agreed in writing and signed by a duly authorised signatory of New Art Originals.com Limited.

2.	RIGHT FOR US TO SELL YOUR  ARTWORK

2.1	By registering with us, you grant us the right to advertise those pieces of your Artwork for which you provide us with Information (as defined in paragraph 3.1 below) on, and sell your Artwork via, the Website. We do not need exclusive rights to ALL your work. You are free to add or remove artworks at anytime as there is no fixed time arrangement.

2.2	Under the right granted by paragraph 2.1, we may:
(a)	modify, electronically reproduce and distribute and display images of your Artwork on the Website;

(b)	reproduce and distribute in any media images of the Artwork in advertisements for, and marketing of, the Website.

2.3	We offer the following levels of registration:

(a)	Basic Registration One year – £25 (including vat) annual fee. You can upload your Artwork for sale on the website. You specify the price you want and we add our commission rate (at such rates as we decide, usually 30% ) and any applicable VAT on top;

(b)	Basic Registration Lifetime – £45 (including vat) a one off fee. You can upload your Artwork for sale on the website. You specify the price you want and we add our commission rate (at such rates as we decide, usually 30%) and any applicable VAT on top;

(c)	Commission Free Registration 1 year – an annual fee of £45 (including VAT) payable in advance in one instalment on the date of registration.  In addition, we charge you an administration fee of £20 including VAT upon the sale of each piece of Artwork;

(c)	Commission Free Lifetime Registration – a one off fee of £58 (including VAT). In addition, we charge you an administration fee of £12 including VAT upon the sale of each piece of Artwork;

(d)	Xtra Xposure Registration – your Artwork will appear on the 'Quick Buy' section of the Website's home page. Only a small collection of artists' works will be displayed in this section. A registration fee of £68 (including VAT) for three months is payable in advance.  If you do not renew your Xtra Xposure Registration, you will automatically transfer to a Basic Registration. In addition, we charge you an administration fee of £20 including VAT upon the sale of each piece of Artwork;

(e)	Super Xtra Xposure Registration – we will place our video interview of you on the homepage of the Website and your Artwork will appear on the 'Quick Buy' section of the Website's home page. Only a small collection of artists' works will be displayed in this section. A one off fee £223 (including VAT) is payable in advance in one instalment on the date of registration. In addition, we charge you an administration fee of £20 including VAT upon the sale of each piece of Artwork.

2.4	You can pay our registration fees by Paypal.

3.	ARTWORK INFORMATION AND ACCESS RIGHTS

3.1	Where we have agreed that we shall input images and descriptions of your Artwork and profiles about you (Information) onto the Website, you shall deliver the Information to us in such electronic form as we shall agree on or before any date agreed between us.

3.2	Where we have agreed that you shall input the Information onto the Website, we shall grant you access to the Website in order to update information held on the Website on such terms and conditions as we shall specify from time to time. You shall receive log-on access information to access an area where your Information can be uploaded. You shall ensure that you have implemented security systems and procedures to prevent the unauthorised access to or misuse of the Website).  You shall immediately give us details of any unauthorised access to or misuse of the Website.

3.3	You shall be responsible for the accuracy and completeness of the Information.
3.4	We have no obligation to you to review the Information or the Artwork to determine whether it may result in any liability to any third party.

3.5	Display of your Information on the Website (including, but not limited to, any logo or other of your Trade Marks, as defined in paragraph 10.1) on the Website for you shall be entirely at our discretion. We reserve the right in our sole discretion at any time to refuse any Information for inclusion on the Website and/or remove your Information from the Website without cause.

3.6	Without prejudice to our rights under paragraph 3.5 to remove Information relating to your Artwork from our Website at any time, we would usually leave such Information on our Website until the Artwork to which it relates has been sold. If such Artwork has not been sold within 6 months of initial advertising on our Website we would normally give you one week's notice by email that we no longer wished to advertise such piece of Artwork. In such circumstances the provisions of paragraph 2.1 will not apply in relation to that piece of Artwork only, which you may then offer for sale to any third party via any organisation.

3.7	If we decide prior to your Information 'going-live' on the Website that we do not wish such Information to appear on the Website, we shall notify you accordingly.

3.8	You shall not interfere with or disrupt the use of the Website by any other customer or user; or use or attempt to use the Website in any manner not permitted by our Website Terms of Use [http://www.newartoriginals.com/clickcartpro/ccp51/media/images/New%20Art%20Originals%20terms%20of%20use.doc] or in such a manner as to gain unauthorised entry or access to the computer systems of any other person or entity.

3.9	We make no representations or warranties as to the average traffic levels through the Website, the number of prospective enquiries or orders for Artwork that might be expected by you.

3.10	Whilst we use all reasonable endeavours to ensure that the Website is available at all times, we make no warranty that the Website will meet your requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected or that the Website or the server that makes it available or the Website is free of viruses or bugs or is fully functional, accurate or reliable. You agree to create and maintain a back-up copy of any Information you upload to the Website.

4.	BUYING YOUR ARTWORK

4.1	Where we have a customer who wishes to buy your Artwork from us, we will notify you by telephone and by email, giving details of the proposed price and delivery terms of the offer. You agree to provide us with a mobile telephone number, email address or other contact information where we can contact you at all times, particularly if you are away from your studio or overseas.

4.2	You agree to respond to such offer within 24 hours of such contact by us, indicating whether or not such order is acceptable by you.

4.3	Once you have accepted our offer, the contract is made between you and New Art Originals.com Limited for the supply of Artwork on the agreed terms. You may not cancel such contract once it has been agreed by you. We, in turn, will enter into a contract of sale direct with the customer.

5.	DELIVERY OF YOUR ARTWORK

5.1	You agree to deliver the Artwork to us, or to our customer's address if we require, within three working days after you have accepted our offer. You are responsible for all delivery charges.
5.2	The date for delivery shall be specified in our order, or if no such date is specified, then delivery shall take place within three working days of our order.

5.3	You shall invoice us on despatch of the Artwork.

5.4	The Artwork will be at your risk until such time as it reaches its specified delivery address. Ownership passes on delivery. You must ensure that the Artwork is securely packaged and delivered by courier, or such other means as is agreed between us. You are required to insure the Artwork during transit at your cost.
5.5	Time for delivery shall be of the essence.

5.6	If your Artwork is not delivered on the due date, we reserve the right to:

(a)	cancel our order, in whole or in part;

(b)	claim damages or any additional costs, loss or expenses incurred by us which are attributable in any way to your failure to deliver on the due date.

5.7	Where a customer wishes to view your Artwork before making an offer to acquire it, you will cooperate (without charge) with our reasonable requests to accommodate and facilitate such a viewing in such location as shall be agreed between us.

5.8	You acknowledge that our customers have 14 days after delivery to reject the Artwork for any reason. In such circumstances, we will return the Artwork to you at our cost and risk as soon as reasonably practicable after its receipt by us. You will not be entitled to any payment for such returned Artwork and you shall refund any sums already paid by us for such returned Artwork

6.	PAYING FOR YOUR ARTWORK

6.1	We shall pay for your Artwork within 60 days of the later of the following events:

(a)	the date on which you deliver the Artwork in accordance with the provisions of paragraph 5.4 above;

(b)	the date on which our customer pays us for your Artwork or the customer's credit card merchant pays us, whichever is later.

6.2	The price we pay you for your Artwork shall be calculated as follows: the purchase price paid for the Artwork by the customer, less:

(a)	any delivery or insurance costs or sales taxes, such as VAT;

(b)	an administration charge of £20 for each piece of Artwork sold (where you have registered on a commission-free basis);

6.3	No variation in the agreed price nor extra charges shall be accepted by us.

6.4	We shall pay you for your Artwork by cheque to the address you notify us when you register on our Website.

6.5	Without prejudice to any other right or remedy, we reserve the right to set off any amount owing to us at any time by you against any amount payable by us to you.

7.	WARRANTIES

7.1	You warrant to us that the Information, your Artwork and any Trade Marks used by you (as defined in paragraph 10.1):
(a)	do not infringe any third party's Intellectual Property Rights (defined below), other proprietary rights or rights of publicity or privacy;

(b)	do not violate any law, statute or regulations;

(d)	are not obscene or pornographic and do not contain child pornography;

(e)	do not violate any laws, regulations or relevant codes of conduct regarding unfair competition, anti-discrimination, advertising or false advertising; and

(f)	do not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

7.2	Intellectual Property Rights means all intellectual property rights wherever in the world arising (registered, unregistered or subject to application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, patents, design rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.

8.	INDEMNITY
8.1	You shall keep us indemnified in full against all direct, indirect and consequential liabilities (including, but not limited to, loss of profits, loss of business and loss of contracts), loss, damages, injury, costs and expenses (including legal and professional fees) awarded against or paid by us in connection with:

(a)	defective workmanship, quality or materials;

(b)	any breach of the warranties set out in paragraph 7.1;

(c)	and any claim made against us in respect of any liability, loss, damage, injury, cost or expense sustained by us, or by any customer or third party where such loss, damage, injury cost or expense was caused by, relates to or arises from the Artwork as a consequence of your direct or indirect breach or negligent performance or failure or delay in performing the terms of this agreement or any contract for the sale of Artwork agreed between us.

9.	LIMITATION OF REMEDIES AND LIABILITY

9.1	Nothing in this agreement shall operate to exclude or limit our liability for:

(a)	death or personal injury caused by our negligence; or
(b)	fraud; or
(c)	any other liability which cannot be excluded or limited under applicable law.

9.2	We shall not be liable to you for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

9.3	Subject to paragraph 9.1, our aggregate liability to you in respect of claims based on events in any calendar year arising out of or in connection with this agreement, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the fees paid by us to you for Artwork in the twelve-month period immediately preceding any claim.

10.	TRADE MARKS

10.1	Each party agrees that all trade marks, trade names, logos, URLs, or identifying slogans, whether or not registered (Trade Marks) associated with the other party's services, products, literature, promotional materials or otherwise, are the other party's exclusive property.

10.2	Subject to the provisions of this paragraph 10, you grant to us a non-exclusive, non-transferable, non-assignable, royalty-free licence to use your Trade Marks solely for performing our obligations under this agreement.

10.3	All uses of your Trade Marks by us, including all goodwill arising, shall belong to you.

10.4	You shall notify us of any appropriate copyright or trade mark notices which you require us to use on the Website in relation to the Information or the Artwork.

11.	INTELLECTUAL PROPERTY RIGHTS

11.1	We retain all Intellectual Property Rights in the Website, and our Trade Marks. Nothing in this agreement grants you any rights in respect of such Intellectual Property Rights.

11.2	You retain all Intellectual Property Rights in your Trade Marks which we are permitted to use only in accordance with the provisions of paragraph 10.2 of this agreement.

11.3	Any information provided by visitors to the Website (such as name, address and e-mail address) colleted through any user registration purpose or otherwise shall be owned by us.

12.	DATA PROTECTION
12.1	It is envisaged that, during the term of this agreement, you will provide us with information about yourself (whether or not as part of the Information), which may amount to Personal Data (as defined in the Data Protection Act 1998). We shall comply with our Privacy Policy
 [http://www.newartoriginals.com/clickcartpro/ccp51/media/images/New%20Art%20Originals%20privacy%20policy.doc] 
 in our use of your Personal Data.

12.2	You agree to safeguard any Personal Data we send to you about our customers as part of the delivery process and to use such information only for delivery purposes.

13.	ASSIGNMENT
13.1	You may not assign or transfer any of your rights and obligations under this agreement. We may assign or transfer any of our rights under this agreement, provided that we give you advance notice.

14.	ENTIRE AGREEMENT

14.1	Neither party shall have any remedy in respect of any untrue statement (whether written or oral) made to it upon which it relied in entering into this agreement (Misrepresentation), and neither party shall have any liability other than subject to the express terms of this agreement. Nothing in this paragraph, however, shall exclude or limit either party's liability for fraudulent misrepresentation.

15.	THIRD PARTY RIGHTS

15.1	This agreement is made solely for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.

16.	WAIVER
16.1	A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

17.	SEVERANCE

17.1	If any provision of this agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force. If the invalid, illegal or unenforceable provision could be amended or deleted to make it valid, legal and enforceable, appropriate modifications shall be made as necessary to give effect to the commercial intentions of the parties.

18.	GOVERNING LAW AND JURISDICTION

18.1	This agreement and any disputes or claims arising out of or in connection with its subject matter are governed by the exclusive jurisdiction of the English courts.

18.2	Nothing in paragraph 18 shall limit our right to take proceedings against you in any other court of competent jurisdiction. The taking of proceedings in any one or more jurisdictions shall not preclude any proceedings in any other jurisdictions (whether concurrently or not) to the extent permitted by the law of such other jurisdiction.

18.3	Each of us irrevocably consents to any documents in any legal action or proceedings arising out of this agreement being served on us at the relevant address set out in this agreement (or as otherwise notified to the other from time to time), but nothing contained in this agreement shall affect the right to serve documents in any other manner permitted by law.

DOWNLOAD Artists Agreement document

DOWNLOAD Terms of Use document

DOWNLOAD Privacy Statement document