SWANFALL ART
TERMS AND CONDITIONS
For exhibiting artists, please kindly read all these terms and conditions.
If you are not sure about anything, please e-mail us at submission@swanfall.art.
1. DEFINITIONS
“Artist / you” means any creator whose Artwork has been selected and accepted in participating in the Exhibition;
“Artwork” means the pieces of art accepted and shown during the Exhibition;
“Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business;
“Delivery/Collection Location” means the address which is notified to the Artist in the Offer Letter;
“Display” means the display of artwork during the Exhibition;
“Exhibition” means the exhibition opportunities detailed in the Offer Letter;”
“Offer Letter” means the email that sets out the details of the Exhibition, which upon acceptance becomes binding on the Artist and is subject to these Terms;
“Organiser/us/we/our” means Swanfall Limited (Trade Name: Swanfall Art, registered in England and Wales under number 14302439, whose registered office is at Suite 5, 5th Floor, City Reach, 5 Greenwich View Place, London, United Kingdom, E14 9NN ;
“Privacy and Cookies Policy” means the terms which set out how we will deal with confidential and personal information received from you via submission;
“Team” means the curator, staff, agent, and affiliated partners of this Exhibition;
“Terms” mean these terms and conditions.
2. APPLICATION
2.1 These Terms apply to the Artists who supply their Artwork for display and/or for sale for the Exhibition.
2.2 These are the terms on which we supply our services to the Artist. By supplying any Artwork and exhibiting with us, the Artist agrees to be bound by these Terms. The Artist can only use our services if the Artist is eligible to enter into a contract and are at least 18 years old.
3. GENERAL
3.1 By participating in the exhibition, the Artist confirms the acceptance of these Terms and agrees to comply with them.
3.2 The Artist’s participation in the exhibition organised by us will be subject to these Terms. If the Artist does not agree to these Terms, the Artist must not exhibit with us.
3.2 We recommend that the Artist print a copy of these Terms for future reference.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 The copyright and all other intellectual property rights in and to the Artwork will remain the property of the Artist and their licensors.
4.2 By exhibiting your work, you grant the Organiser the right to copy and/or reproduce the Artwork and to communicate and/or issue such copies to the public in connection with the Exhibition, for advertising the sale of the Artwork, for educational and public workshops, and for general marketing or promotional purposes, and other related activities for the term stated in the Offer Letter.
4.3 The Artist agrees that members of the public will be allowed to take photographs of the Artwork (alone or in combination with other works) for personal and non-commercial use during the Exhibition period. The Organiser will not be responsible for any use by visitors of images of the Work, including where such images are exploited commercially in violation of the permission given, or in any other way, and in such circumstances it is up to the Artist to defend their intellectual property rights in the Artwork and any other applicable rights.
5. ARTIST WARRANTIES
5.1 Artists warrants and represents to the Organiser that with regard to any Artwork supplied:
a. It will be the Artist’s original creation and no substantial part of it has been or will be copied from any other work or materials;
b. The Artist is or will be the sole creator and is the sole legal and beneficial owner of the intellectual property rights in the Artwork and has the power to enter into a Contract to exhibit such Artwork and to grant the license as set out herein;
c. The Artist has not, nor has any third party, charged, encumbered, or assigned by way of security or granted or assigned any license or permission to use them or the rights to any third party or entered into any other agreement which affects its rights to grant the license as set out in this Agreement, nor will they do so for the duration of the term of the Offer letter;
d. The Artwork is not subject to any actions, demands, claims, proceedings, challenges, or litigation (whether actual, pending, or threatened) and the exercise by the Organiser of the rights licensed to it under these Terms will not infringe the rights of any third party; and
e. The intellectual property rights in the Artwork are valid and subsisting.
5.2 The Artist must ensure that each exhibiting Artwork conforms to all applicable health and safety standards and regulations.
5.3 The Artist confirms that the exhibiting Artwork is in a condition to withstand normal riggers of handling and display at the Exhibition.
5.4 The Artist shall indemnify the Organiser against all loss, damages, and costs (including legal costs and expenses) arising as a result of a breach by the Artist of the warranties in this Clause 5, including any amounts payable by the Organiser under the terms of any settlement agreement. At the Organiser’s request, and at the Artist’s expense, the Artist shall provide reasonable assistance to enable the Organiser to resist any action claim or proceedings brought against the Organiser as a consequence of any such breach, provided that the final decision in relation to any matter affecting the rights will be that of the Artist.
6. PRESENTATION AND PROCESSING
All artwork should be exhibition-ready.
6.1 All paper-based 2-D artwork must be framed and sufficient to withstand mirror plating for hanging purposes or prepared in a ready-to-install condition. However, artworks are specifically envisioned in a way without framing (e.g. the unframed presentation is crucial to the artistic expression) could be exempt, please kindly contact us for confirmation;
6.2 Canvas-based artwork and scrolls can be exhibited unframed but must be delivered in a ready-to-install condition;
6.3 For all installations, you must deliver the work with specific written instructions, or instruct the technicians on the installation day in person;
6.4 Professional technicians will process and prepare all artwork for installation. Unless the artwork requires specific installation instructions and/or care from the artist, the artist's attendance is NOT required on the Processing, Installation, or De-Installation Day;
6.5 We will endeavour to take good care of all artworks sent for exhibition. As we are not the owners, we cannot purchase insurance for the artwork. Therefore insurance will be the artist's responsibility for the delivery, exhibition, and collection of artwork, and under no circumstances shall be liable for loss or damage thereof unless such loss or damage is due to our negligence.
7. DELIVERY AND COLLECTION OF WORKS
7.1 For the Exhibition, the Artist must deliver to the Collection Location specified and within the time slot specified in the Offer Letter. If the Artist fails to deliver the Artwork on time, the Organiser reserves the right to withdraw the Artwork without further notice. For the avoidance of doubt, no refunds will be issued to the Artist in such case.
7.2 All Artwork should be handed over to us on Delivery Day and handed over back to you on Collection Day unwrapped. Due to the number of artworks to be processed and the different packaging requirements for each delicate artwork, the receiving room at the Delivery/Collection Location cannot store or supply any packaging material. However, there will be a designated area for wrapping/unwrapping and we will have staff members on-site to assist the artists. We recommend artists collect the artwork with the packaging of their own choice.
7.3 Dates for the collection of Artworks are specified in the Offer Letter. These are the ONLY days that Artwork can be collected from the Collection Location. Please ensure that arrangements are made for your Artwork to be collected on the days and time slots specified.
7.4 Unless otherwise agreed in writing, if any Artwork is not collected or claimed by, or on behalf of, the relevant artist on the Collection Day pursuant to Clause 7.3 above, the Organiser will be entitled to destroy, or otherwise dispose of the Artwork without consent and without prior notification to the Artist. The Artist hereby agrees that no the Organiser shall have no liability in relation to such disposal and no compensation shall be due to the Artist as a result of the aforementioned destruction, sale, or disposal of the Works in accordance with this Clause 7.4.
7.5 The expenses of delivery and collection of the Artwork are the sole responsibility of the Artist.
8. COMMISSION
8.1 Unless otherwise advised, we will charge a commission of 30% on the total price of Artworks sold during, or as a result of the Exhibition. The price you have provided us should be commission inclusive. Note here that we do accept Artworks that are not available for sale and for Exhibition only, however, we do require the Artists to specify a retail price or NFS.
8.2 We may offer our advice on the price (e.g. suggest multiples) of the Artwork, however, the decision of any price is entirely up to the Artist.
8.3 In the case of an Artwork is sold, we will contact the Artist by email for payment details.
8.4 The amount paid to each Artist by us would be the price provided by you less 30% commission. Any fees that may be charged by your bank are outside our control and such fees will not be reimbursed to you by us.
8.5 We will make the payment to you within thirty (30) business days starting from the date we receive confirmation of your bank details. However, as there may be delays in bank settlement, we cannot guarantee the time when the payment will arrive in your bank account.
9. INDEMNITY
9.1 Artists submitting their Artwork to the Organiser (whether such submission is for an Exhibition or any other purpose) shall indemnify and keep indemnified the Organiser (including their agents and affiliates) against any actions, claims, proceedings, losses, liabilities, charges, costs and expenses which they may incur arising out of or in connection with any actual or alleged financial or contractual arrangements between the Artist and any agent (other than Organiser) or any third party.
10. SELECTION, CURATION, WITHDRAWAL OF ARTWORK
10.1 Selection and Curation: Selection is based on the quality of the Artwork. Although we may engage in communication with the Artist to discuss the availability of the Artwork and offer curation advice from time to time, the selection of the Artwork in the Offer Letter and for the Display is final.
10.2 Withdrawal: Notwithstanding the provisions of Clause 10.1, the Organiser reserves the right to withdraw an Artwork from the Exhibition if for any reason the Artwork, or any circumstances surrounding the display of the Artwork, appear to the Organiser or its affiliates to expose it to potential or actual damage to its reputation, risk of legal proceedings or enforcement including, without limitation, the alleged breach of third party intellectual property rights. If the decision to withdraw any Artwork from exhibiting is made by us prior to the Delivery Day, the Artist shall receive a full refund. If the aforementioned potential or actual damages or risks listed in this clause 10.2 are identified on or after the Delivery Day, as a result of a breach by the Artist of the warranties in Clause 5, then no refund will be issued to the Artist.
11. INTERNATIONAL ENTRANTS
11.1 If you are submitting Artwork(s) from abroad then taxes may be levied at the port of entry into the United Kingdom (UK). You shall not list the Organiser as the importer of the Artwork(s). You agree to indemnify the Organiser for any charges or taxes incurred by it as a result of (1) the importing of the Work(s) for the purposes of display in the Exhibition and (2) for any back taxes due from you to Her Majesty’s Revenue & Customs (HMRC) or any other tax authority anywhere in the world, on or arising from any sale of the Work(s)
11.2 Artists who are not residents of the UK are welcome to submit and exhibit Artwork. If your Artwork is sold at the Exhibition you have a responsibility to register and account for UK VAT with HMRC. Artists without a UK residence (known as 'NETPs' - non-established taxable persons) can find further details on NETP status and how to register for VAT at http://www.hmrc.gov.uk, (HM Revenue & Customs Reference: Notice 700/1, Mar 2014) under the heading 'Should I be registered for VAT?'. Please note that the registration process can take up to 4 weeks. Please address any questions you may have to the VAT Helpline on tel. no. 0300 200 3700 or Outside UK: +44 2920 501 261
12. PERSONAL INFORMATION
12.1 In order to supply Artwork to us for Exhibition and sales, you may be asked for certain information:
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Your name;
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Your e-mail;
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Your payment/billing information;
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Your preferred attribution on the Artwork.
12.2 We retain and use all information strictly under the Privacy and Cookies Policy.
12.3 We may contact you by using e-mail or other electronic communication methods and you expressly agree to this.
13. BASIS OF THE CONTRACT
13.1 If you wish to supply Artwork for display and the potential sale in the Exhibition and you have been selected for this purpose, your participation is subject to payment of the participation fee as specified in the Offer Letter. Once you pay this fee and accept the offer, a contract will be formed between us for the provision of our services subject to the Offer Letter and these Terms.
13.2 No variation of the contract, whether regarding the description of the Artwork, fees or otherwise, can be made after it has been entered into unless the variation is agreed by the Organiser and Artist in writing.
14. CIRCUMSTANCES BEYOND THE CONTROL OF EITHER PARTY
14.1 In the event of any failure by a party because of something beyond its reasonable control, which in the case of the Organiser includes the acts and omissions of its affiliates:
a. The party will advise the other party as soon as reasonably practicable; and
b. The party's obligations will be suspended so far as is reasonable, PROVIDED THAT that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid.
14.2 If the Organiser is unable to perform its obligations due to such an event by a delay of more than thirty (30) days or if for example an Exhibition is cancelled by an affiliate of the Organiser entirely, the Organiser shall be entitled to terminate its agreement with the Artist and will in such case provide a full refund of any fees paid.
15. CONFIDENTIALITY
15.1 You may become privy to our sensitive commercial information including commercial pricing (“Confidential Information”) in order for us to perform our obligations under these Terms.
15.2 You shall hold our Confidential Information in confidence and shall not make our Confidential Information available to any third party, or use our Confidential Information for any purpose other than the implementation of these Terms and Conditions unless you are required to disclose it by law, by any court of competent jurisdiction or by any regulatory or administrative body.
15.3 Our Confidential Information shall not be deemed to include information that:
a. is or becomes publicly known other than through any breach of these Terms and Conditions by you;
b. was in your lawful possession before the disclosure; or
c. is lawfully disclosed to you by a third-party.
16. PRIVACY
16.1 Your privacy is critical to us. We respect your privacy and comply with the General Data Protection Regulation with regard to your personal information.
16.2 These Terms should be read alongside, and are in addition to our policies, including our Privacy and Cookies Policy.
16.3 For the purposes of these Terms:
“Data Protection Laws” means any applicable law relating to the processing of Personal Data, including, but not limited to the Data Protection Act 2018 and the GDPR.
“GDPR” means the General Data Protection Regulation (EU) 2016/679.
“Data Controller”, “Personal Data” and “Process” shall have the same meaning as in the GDPR.
16.4 We are a Data Controller of the Personal Data we Process in receiving Artwork from you for Display.
16.5 Where you supply Personal Data to us so we can Display your Artwork, and we Process that Personal Data in the course of displaying the Artwork, we will comply with our obligations imposed by the Data Protection Laws:
a. before or at the time of collecting Personal Data, we will identify the purposes for which information is being collected;
b. we will only Process Personal Data for the purposes identified;
c. we will respect your rights in relation to your Personal Data; and
d. we will implement technical and organisational measures to ensure your Personal Data is secure.
16.6 For any enquiries or complaints regarding data privacy, you can contact us.
17. DISCLAIMER
17.1 Although we would send out invitations to potential collectors and engage our best effort to promote the Artist and the Artwork, sales cannot be guaranteed.
17.2 When we invite Artists to participate in our Exhibition we do not under any circumstances guarantee any particular result or commercial return as a consequence of the Exhibition and we shall not, in any event, be liable as a result of negative criticism received by an Artist following participation in one of our Exhibitions.
18. LIMITATION OF LIABILITY
18.1 Subject to Paragraph 18.3 below, we shall not be liable in contract or tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent) for any indirect and consequential losses, any economic loss, loss of revenue, business, profits or business opportunities, anticipated savings or profits, loss of or damage to reputation, loss of goodwill or data, a loss which was not reasonably foreseeable to both parties at the time when the contract was made or for any punitive damages, penalties, interest or costs, (including legal and professional costs and expenses) suffered in connection with the supply of any services.
18.2 We limit our liability in the aggregate for any one claim to the total fee paid by the Artist to participate in an Exhibition;
18.3 We do not seek to exclude liability for (i) any fraudulent act or omission, or (ii) for death or personal injury caused by negligence or breach of other legal obligations. Subject to this, we are not liable for (i) loss that was not reasonably foreseeable to both parties when the Contract was made.
19. ENTIRE AGREEMENT
19.1 Any contract subject to these Terms and any documents referred to in these Terms or stated to be subject to these Terms, including any Offer Letter forms the entire agreement between the parties in relation to its subject matter.
20. NON-DISPARAGEMENT
20.1 Subject to your agreement of non-disparagement of us and the services we provide, you may publish general information about your experience with us, online or on social media (or both), provided such information is general in nature and does not include any Confidential Information. We ask that you please provide accreditation to us by reference or hashtag if you make such a publication. We reserve the right to require you to remove any such publications or remove any accreditation to us. For the avoidance of doubt, nothing in this clause shall prevent you from leaving a truthful review of us or our services in public.
21. GOVERNING LAW, JURISDICTION, AND COMPLAINTS
21.1 The Terms and any contract they are incorporated into (including any non-contractual matters) are governed by the laws of England and Wales.
21.2 Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Artists lives in Scotland or Northern Ireland, in the courts of respectively Scotland or Northern Ireland.
21.3 We try to avoid any dispute, so we deal with complaints in the following way: If a dispute occurs Artists should contact us to find a solution. We will aim to respond with an appropriate solution within 14 Business Days.