STOCKROOM TERMS & CONDITIONS v2

1.            Agreement Acceptance

By submitting Artwork for consideration, the Artist acknowledge that they have read, understood, and agreed to abide by these Stockroom Terms & Conditions (Stockroom Terms).

2.            Definitions

In these Stockroom Terms, capitalised words have the meaning given in clause 18 unless otherwise defined in (bold).

3.            Selection and Notification

3.1.        Aspire will consider Artwork that has been submitted to Aspire. 

3.2.        The Artist agrees to provide all details of the Artwork/s to Aspire with their submission.

3.3.        Selection of Artwork is at the sole discretion of Aspire.

3.4.        Artists whose Artworks have been selected will be notified via email.

4.            Stockroom Period

4.1.        Artists whose Artworks have been selected will be notified of the period of time for which Artwork will be taken into the Stockroom at Aspire (Stockroom Period)

4.2.        If Aspire has not nominated a Stockroom Period, the Stockroom Period will be six (6) months from the date of delivery of the selected Artwork/s arriving at Aspire.

5.            Artwork Preparation and Delivery

5.1.        Selected Artists are responsible for ensuring their Artworks are ready for display and at a minimum include d-rings and hanging wire. 

5.2.        Artworks should be securely framed or appropriately prepared for Stockroom, as per any guidelines provided by Aspire’s staff.

5.3.        Artists are responsible for the cost and arrangement of delivering their Artworks to Aspire.

5.4.        Any damage or loss of Artworks during transit is at the risk of the Artist.

6.            Display and Presentation

6.1.        Aspire reserves the right, at its sole discretion, to determine the layout, storage, arrangement, positioning, promotion, marketing and presentation and the like of Artworks during the Stockroom Period.

6.2.        Aspire will provide a standard hanging system. If Artwork requires a special hanging or display system, the Artist will provide the special hanging or display system and will Advise Aspire prior to sending any work with a special hanging or display system.

6.3.        Any specific display requirements or instructions should be communicated to Aspire in advance.

6.4.        If work is delivered to Aspire and Aspire deems it unsuitable for hanging, Aspire may opt to keep the work in storage or request the Artist adjusts the works hanging system.

7.            Exclusivity Elements

7.1.        The Artist agrees that the Artwork selected by Aspire will be available exclusively to Aspire for the duration of the Stockroom Period, and agrees to direct any inquiries relating to the Artwork (or related commissions sourced through Aspire) to Aspire.

7.2.        The Artist agrees not to submit work into any other store, art gallery or stockroom in South-East Queensland, Australia, unless otherwise agreed in writing by Aspire.

7.3.        The parties agree that clause 7.2 does not extend to the Artist entering into competitions or exhibitions.

8.            Insurance and Liability

8.1.        Aspire will take reasonable care in handling and displaying Artworks and the Artist agrees to hold Aspire and its subcontractors harmless for any damage, loss or theft of Artwork exhibited at Aspire.

8.2.        Aspire maintains general insurance, however, it is the Artist’s responsibility to insure for loss, damage or otherwise for Artwork left in the possession of Aspire.

8.3.        The Artist may opt not to insure their Artwork but that decision is at the sole discretion of the Artist, and the Artist agrees not to make any claim against Aspire’s insurance for loss, damage or otherwise.

9.            Copyright

9.1.        By submitting Artwork for the Stockroom, the Artist grants Aspire a non-exclusive, royalty-free, worldwide license to reproduce, display, distribute, and use images of their Artwork for marketing, promotional, and general purposes relating to the promotion of Aspire and its Stockrooms. This may include, but is not limited to, the use of images in press releases, print and digital advertising, social media, website content, catalogues, and other promotional materials.

9.2.        Unless otherwise specified, Artists retain the copyright to their Artworks.

9.3.        The parties agree that this clause shall survive the termination of this Agreement.

10.         Sales and Commission

10.1.     During the Stockroom, ownership of the Artwork shall, prior to any sale taking place, be retained by the Artist but consigned to Aspire. 

10.2.     Upon the sale of Artwork, Aspire will retain the commission and any other administrative costs incurred during the Stockroom such as but not limited to, any relevant EFTPOS, taxes, transaction fees, postal or charges (Charges). Aspire shall provide a summary of the Charges to the Artist.   

10.3.     Unless otherwise specified by Aspire, Aspire’s commission is 30% on any sale of Artwork submitted to the Stockroom (Commission).

10.4.     Aspire will process payment to Artists whose Artwork is sold during the Stockroom Period in accordance with Aspire’s Payment Policy (see Policies).

10.5.     If an Artist sells Artwork submitted to the Stockroom via a third party or individually, Aspire requests the Artist advises of that sale and remits the Commission to Aspire within 30 days of the sale.

11.         Withdrawal of Artworks

11.1.     Once Artworks are accepted for the Stockroom for the Stockroom period, withdrawal requests can only be considered under exceptional circumstances and with prior approval from Aspire.

11.2.     Artists should notify Aspire as soon as possible if they need to withdraw their Artworks before the end of the Stockroom Period

12.         End of Stockroom Period: At the end of the Stockroom Period:

12.1.     Aspire will nominate a time for unsold Artwork to be collected.

12.2.     Any Artwork to be posted by Aspire to the Artist, will be posted in accordance with Aspire’s Postage Policy (see Policies). The Artist is responsible for all costs involved with postage.

12.3.     Unless already coordinated or paid, coordinate the net payment of any sold Artwork with the Artist (in accordance with Aspire’s Payment Policy (see Policies).

13.         Orphaned Artwork

13.1.     The parties agree that any unsold Artwork not collected at the end of the Stockroom Period (or otherwise organised by the Artist with Aspire) will be placed in general storage and incur a storage fee, as set out in Aspire’s Uncollected Storage Policy.

13.2.     If unsold Artwork remains uncollected in general storage and the storage fee is greater than the price of the Artwork, Aspire may at its sole discretion, claim the unsold Artwork in leu of payment of the storage fee.

13.3.     The parties agree that this clause shall survive the termination of this Agreement.

14.         Non-disparagement:

14.1.     The  parties agree not to engage publicly online in any action, verbal or written, that could be reasonably interpreted as derogatory or negative towards each other, their services, or employees, including any subsidiaries or affiliates.

14.2.     The parties agree that this clause shall survive the termination of this Agreement.

15.         Indemnity

15.1.     The Artist agrees to indemnify, defend, and hold harmless Aspire, its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Stockroom from and against all losses, expenses, damages and costs, including reasonable legal fees, resulting from any violation of these Stockroom Terms (including negligent or wrongful conduct) by the Artist.

15.2.     This indemnity includes, without limitation, any claims arising out of or in connection to the violation of copyright, trade marks, proprietary rights, and any claims made by third parties arising out of the use and display of the Artwork submitted by the Artist.

15.3.     The parties agree that this clause shall survive the termination of this Agreement.

16.         Termination

16.1.     By Aspire. Aspire may terminate this agreement at any time, for any reason, by providing written notice to the Artist. Upon termination, Aspire will return any unsold Artwork to the Artist and will pay any outstanding proceeds from sales of Artwork due to the Artist in accordance with this Agreement.

16.2.     By the Artist. The Artist may terminate this agreement at the request by the Artist with the written approval of Aspire. In that request, the Artist must provide a reason, which Aspire may accept at its sole discretion.

16.3.     Effect of Termination: Termination of this agreement will not affect any rights or obligations that were intended by their nature to survive termination, including but not limited to clauses related to indemnity, limitation of liability, disparagement and governing law and jurisdiction.

17.         Australian Consumer Law

17.1.     Nothing in these Stockroom Terms excludes, restricts or modifies the rights which you have under the Australian Consumer Law. To the maximum extent permitted by law, our liability to you, whether for breach of these rights or any other condition or warranty implied by legislation or otherwise, is limited, at our option to:

17.1.1.     in the case of services, the supply of the services again or the payment of the cost of having the services supplied again; or

17.1.2.     in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of such goods, the payment of the cost of replacing the goods or acquiring equivalent goods, or the payment of the cost of having the goods repaired.

17.2.     In no event shall our total liability for any and all damages and causes of action exceed the amount paid by you, if any, for accessing Aspire Gallery or entering the Stockroom.

18.         Definitions

18.1.      Aspire means Aspire Gallery of 53 Kennedy Terrace, Paddington, Queensland, being the business that has organsised the Stockroom.

18.2.      Artist means the Artist who is entering the Stockroom and who has provided details of Artwork to be selected by Aspire in accordance with this Agreement.

18.3.      Artwork means each of those works of art, owned by the Artist, submitted (or intending to be submitted) to the Stockroom which may be sold, stored or displayed during the Stockroom Period.

18.4.      Stockroom means the Aspire Gallery Stockroom.  

18.5.      Stockroom Terms means these Stockroom Terms & Conditions and the details provided by the Artist in respect of their Artwork prior to its selection for the Stockroom.

18.6.      Policies means those policies and protocols available at www.aspiregallery.com.au/policies that Aspire and the Artist agree to abide by for the Stockroom. 

19.         Eligibility: Artists must be at least 18 years old to enter. If an Artist is under the age of 18, a parent or legal guardian may enter on behalf of the Artist.

20.         Interpretation: In this Agreement, unless the contrary intention appears:

20.1.     headings are for ease of reference only and do not affect the meaning of this Agreement and do not form part of the clause;

20.2.     the singular includes the plural and vice versa and words importing a gender include other genders;

20.3.     words used in this Agreement and defined in the dictionary will have the meaning set out in the dictionary. Other grammatical forms of defined words or expressions have corresponding meanings;

20.4.     a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of or schedule or annexure to this Agreement and a reference to this Agreement includes any schedules and annexures attached to this Agreement;

20.5.     a reference to a document or agreement, including this Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;

20.6.     a reference to a right includes a benefit, remedy, authority, discretion and power;

20.7.     a reference to a party includes its executors, administrators, successors and permitted assigns and if more than one, includes those persons jointly and each of them severally, their respective executors, administrators and assigns;

20.8.     words importing the whole of the matter or thing include a part of the matter or thing;

20.9.     words and expressions importing natural persons include partnerships, bodies corporate, associations (whether incorporated or not), firms, joint ventures, trusts, authorities, governments and governmental, semi governmental and local authorities and agencies;

20.10.   words and expressions defined in the Corporations Act 2001 (Cth) as at the date of this Agreement have the meanings given to them in the Corporations Act 2001 (Cth) at that date; and

20.11.   any provision in this Agreement stating that a Party "must" do something or "must" not do something should be read and construed as an agreement by that Party to do or not to do the matter or thing referred to;

20.12.   no provisions (or part of provision) of this Agreement shall be construed against a Party merely because that Party was responsible for drafting same;

20.13.   each clause in this Agreement is not, except where expressly provided, limited in meaning or effect by any other clause in this Agreement;

20.14.   a reference to writing includes typewriting, printing, lithography, photography and any other method of representing or reproducing words, figures or symbols in a permanent and visible form.

20.15.   any agreement, covenant, obligation, representation, undertaking, indemnity, guarantee or warranty entered into by a Party for or with another person binds them jointly and severally and an agreement, covenant, obligation, representation, undertaking, indemnity, guarantee or warranty in favour of a Party for or with another person is for the benefit of them jointly and severally;  a release given to the other person shall not release the Party from any other obligation; and the granting of time or another indulgence to another person will not release the Party of its obligations under this Agreement;

20.16.   references to includes or including are illustrative only and shall not, in any way, be construed to limit or reduce the effect of the clause or this Agreement to the examples given.

21.         Governing Law. This Agreement is governed by and construed in accordance with the laws of Queensland.

22.         Jurisdiction. The parties irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and the courts competent to determine appeals from those court, with respect to any proceedings which may be brought at any time relating to this Agreement; and waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum, if that venue falls within Queensland.

23.         Severability. If anything in this Agreement is or is determined to be unenforceable, illegal, voidable or void in a jurisdiction then that provision of the Agreement is to be read down, if possible, so as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

24.         Dispute. The parties agree that neither party may start court proceedings (except proceedings seeking interlocutory relief) in respect of a dispute unless it has first complied with this clause. A party claiming that a dispute has arisen must notify the other party in writing of the event occurring that has given rise to the dispute. If a dispute is not resolved within a 30 day working period (or if the parties agree a longer period, that longer period), of a dispute being notified under this clause, the dispute must be referred to mediation. The parties agree that the nominated mediator will be Steven Grant of Merthyr Law or his nominee or if the preceding are uncontactable the nominee of the Queensland Law Society. The parties agree that this clause shall survive the termination of this Agreement.

25.       N/A

26.       Variation. The Artist agrees these Stockroom Terms may be varied from time to time by Aspire. The parties agree that:

26.1.     a minor variation will not require notice or acceptance except by the Artist except for its update to the Stockroom Terms & Conditions Page;

26.2.     a major variation will be communicated to the Artist and must be accepted;

26.3.     a variation will be given an updated version control and available on Aspire Gallery’s website;

26.4.     if there is a dispute in respect of whether the matter is a major variation or minor variation, Aspire Gallery may retain an independent solicitor of Merthyr Law of Brisbane, Australia to determine whether that variation is major or minor.

27.        Further Assurances. Each party will execute such documents, and do all acts and things as are necessary or desirable to give full effect to this Agreement.

28.       Entire Agreement. This Agreement (and Policies) constitutes the entire agreement between the parties relative to this Agreement and supersedes all prior understandings, agreements or representations.