You (the artist) wish to use EXPOSARTS services to facilitate the marketing and sale of reproductions of your works (“your product”) when an order has been placed through the site. EXPOSARTS will provide its services in accordance with the terms and conditions set out in this Service Agreement.
1. Services of EXPOSARTS
- EXPOSARTS, acting as an independent contractor agrees to provide, according to your instructions, the Services of EXPOSARTS as defined in the Website Use Agreement.
- EXPOSARTS will provide the Services of EXPOSARTS in compliance with the present Service Agreement until terminated.
- You acknowledge and agree that the Services of EXPOSARTS are by no means exclusive.
2. License and instructions
- You hereby grant to EXPOSARTS a transferable, non-exclusive, worldwide, free license, and the right for EXPOSARTS to grant sub-licenses, to use your intellectual property in connection with the art you upload to the site, in order for EXPOSARTS to render the Services of EXPOSARTS.
- You hereby instruct EXPOSARTS to facilitate the sale of your products, including payment, processing, manufacturing management and delivery of said product (s) with respect to customer orders placed via the Site; EXPOSARTS will facilitate such payment and manufacture in accordance with reasonable business practices unless you give further instructions before a customer places an order.
3. Transactions management
- From an administration standpoint, EXPOSARTS’ main objective is to carry out the following transactions:
- Sell a product to the customer, which has a direct link with the artist’s work; and
- Pay a royalty to the artist whose work was sold to the client.
3.2. Sales to customer
- The retail price charged to a customer for the sale of a product is the basic price shown on the invoice.
- In this agreement, and for the purpose of calculating the royalty to the artist, the retail price excludes transportation costs, any applicable sales taxes (such as GST, QST, HST, etc.) and all other taxes .
- The artist understands that the total invoice that the customer must pay includes retail price, transportation costs, and applicable charges and taxes.
- The artist and EXPOSARTS agree that a sale transaction is considered complete on the date of product delivery; This date is canceled if the product is returned.
- The artist authorizes EXPOSARTS to collect from customers the total amount from the sale of one of its products.
- The artist acknowledges and accepts that EXPOSARTS gives no representation, nor does it guarantee, that it will be able to find orders for its products. Consequently, if no sale of your products is completed, the artist accepts and acknowledges that EXPOSARTS does not give any royalty on the pretext that it is a stakeholder to this Service Agreement.
- For each completed sale, royalties representing a minimum of 15% of the retail price will be paid to the artist by EXPOSARTS.
- The artist and EXPOSARTS agree that the retail price charged to the customer serves as the basis for the calculation of the artist’s royalties.
- The artist authorizes EXPOSARTS to pay the royalty after the receipt of the proceeds of the sale billed to the client.
- The artist will receive the royalty payment by electronic deposit or wire transfer no later than 30 days after the transaction is completed to ensure that the customer is fully satisfied and that there will be no product returns.
3.4. Sales taxes and Income tax
- For the purposes of this Agreement, the Artist and EXPOSARTS agree to abide by all applicable tax laws affecting each other, including applicable Income tax and sales tax laws (such as for GST, QST, HST or others, all collectively referred to as “taxes)).
- All parties agree that the amount of the charges and taxes invoiced to the client does not affect the amount of the royalty that will be remitted to the artist.
- An amount of sales taxes could be paid to the artist along with the royalty owed, if he or she qualifies under the applicable sales tax laws.
- Before EXPOSART remits any amount of tax to the artist, the artist must have previously provided EXPOSARTS with the information required by the governments which will subsequently allow EXPOSARTS to recover the taxes thus paid.
- In case the artist fails to provide the information required by the governments to allow EXPOSARTS to recover the taxes, EXPOSARTS will not pay any amount of royalty tax and the artist will not be able to hold EXPOSARTS responsible for the non-payment of royalty taxes.
- The taxes collected by EXPOSARTS will be recorded in EXPOSARTS ‘books and remitted to the proper tax authorities by EXPOSARTS within the prescribed time limits.
- The artist is responsible for providing the information about all applicable tax laws that applies to him or her, updating this information when necessary, collecting or paying, as the case may be, his/her taxes associated with each transaction, and to account for any such taxes imposed by governments or governmental authorities in compliance with any accounting or auditing requirements arising out of or having a consequence on or in connection with the obligations of this Service Agreement.
- EXPOSARTS accepts no liabilities with regards to all responsibilities in the treatment of taxes by the artist.
- EXPOSARTS recommends that the artist seeks advice from a tax specialist with respect to sales taxes and income tax matters that apply to him, as the supplier of the goods. This may include GST, QST, HST, other sales taxes or taxes.
- In the framework of a transaction with a customer, it is generally expected that EXPOSARTS will charge a delivery fee.
- Delivery charges are added to the retail price of the product to the customer.
- Delivery charges are collected from the customer by EXPOSARTS.
- The cost of the service used for the delivery of the product will be paid by EXPOSARTS to its supplier;
- The amount charged to the customer for the transport/delivery does not impact the amount of the royalty that will be remitted to the artist.
3.6. Artist Information and Statement of account
- The artist will be able to track sales and royalties related to his or her account by visiting the website, and the tab that is identified in his or her name, in the dashboard.
- The artist is responsible for transmitting to EXPOSARTS, and without error, all of his or her the contact details (name, address, etc.) and all current and accurate banking information.
- EXPOSARTS will not be liable for any loss incurred by the artist if it has received from the artist incorrect information, in particular with regards to the banking information, necessary for the payment and method of payment. If EXPOSARTS is unable to pay the artist due to incorrect information that has been provided by the artist, including bank information, EXPOSARTS will hold the royalty fee for a period of twelve (12) months from the date of sale to the customer.
- if the artist fails to inform EXPOSARTS of correct bank information within such a period, the artist is deemed to have renounced such royalty, in favor of EXPOSARTS.
- You agree to indemnify and hold EXPOSARTS harmless from and against any and all costs, claims, demands, expenses, claims, actions and proceedings of any kind, known or unknown to any person arising out of or in connection with the Designation or breach or non-performance of your obligations under this Service Agreement, or as a result of your negligence or failure to perform such performances.
5. Exclusion of liability
- EXPOSARTS shall not be liable in any way for any direct or indirect damage incurred by you as a result of this Service Agreement. To the extent permitted by law, all liabilities and conditions imposed by law are expressly excluded.
- You may terminate this Agreement by closing your account.
- EXPOSARTS may at any time notify you of the termination of this Service Agreement.
- Upon terminating the Service Agreement in accordance with paragraphs 8.1 or 8.2 hereof, you authorize EXPOSARTS to complete any outstanding transaction in connection with your Products in accordance with this Service Agreement. The termination of this Service Agreement shall become effective when such transactions are concluded.
- Upon termination of this Service Agreement by either party, EXPOSARTS will pay the artist any outstanding amount that is due.
- Articles 3, 4, 5, 6 and 7 of this Service Agreement shall survive termination for any reason whatsoever of this Service Agreement.