BlankMarket Terms and Conditions
Blankmarket Store | Submit Work to Blankmarket | FAQ's | BlankMarket Terms and Conditions
General Terms and Conditions of Blank Market, Blank Media Collective
In these Terms and Conditions unless the context otherwise requires, the following words have the following meanings:
"Agreement" any agreement between the Artist and Blank Media Collective, the Purchaser and Blank Media Collective or the Artist and the Purchaser for the supply of the sale of Works in accordance with these Conditions;
"Artist" the provider of the Works as may be set out in any Agreement and who has agreed to provide the Works in accordance with the Conditions;
"Conditions" these terms and conditions;
"Delivery" when the Works are delivered to the address specified in the Agreement;
"Delivery Date" the date the Works are requested for delivery and agreed by Blank Media Collective in writing;
"Blank Media" the representational name for Blank Media Collective and Blank Market;
"Fee(s)" the Fee(s) payable to Blank Media for the Works as set out in any Agreement including any invoice;
"IPR(s)" all vested, contingent and future intellectual property rights including but not limited to patents, copyrights, registered and unregistered trademarks, service marks, domain names, database rights, registered designs, design rights, know-how, inventions, get-up, confidential information, trade and business names, and any other similar protected rights in any country subsisting now or in the future together with, in relation to any of the foregoing rights: (i) the right to sue for past infringements; (ii) any applications for registration; and (iii) any licences;
"Payment Schedule" the schedule detailing the dates, amount and manner of payment to Blank Media as set out in any Agreement;
"Purchaser" the purchaser of any of the Works for the Fees;
"Specification" the specification for the Works as set out in the Agreements.
"Works" the works of art created by the Artist that may be listed in the Schedule.
In these Conditions, unless the context otherwise requires: (a) words in the singular include the plural and vice versa and words in one gender include any other gender; and (b) a reference to: (i) "Blank Media " includes any sub-contractor or agent of Blank Media for the purposes of receiving any rights or benefits under an Agreement; (ii) any party includes its successors in title and permitted assigns. In the event of any conflict or inconsistency between the Conditions and (a) the Payment Schedule; or (b) or any Agreement then these Conditions shall prevail.
The headings to the clauses and paragraphs of these Conditions or Agreement will not affect the interpretation. Any reference to an enactment includes reference to that enactment as amended or replaced (unless such amendment or replacement would increase the liability of Blank Media) from time to time and to any subordinate legislation or byelaw made under that enactment. Blank Media shall be entitled at any time to modify these Conditions and any such modified Conditions shall apply to the Purchaser and the Artist when the Conditions are available on Blank Media's website www.blankmediacollective.org.
Agreements
These Conditions apply to all Agreements between: Blank Media and the Artist; Blank Media and the Purchaser; the Purchaser and the Artist.
Any Agreement will be on these Conditions to the exclusion of all other representations, warranties, terms and conditions whether rendered prior to or subsequent to these Conditions (including without limitation any terms or conditions which the Artist purports to apply). No variation of any Agreement shall be binding unless agreed in writing between the authorised representative of Blank Media. No action by Blank Media shall purport to Blank Media's acceptance of any terms or conditions of any Artist, Purchaser or third party and only in circumstances where there is a so called battle of forms Blank Media's Conditions shall always be subsequent to any other party's terms and conditions unless otherwise stated in writing by an authorised officer of Blank Media. Any order placed by the Purchaser or the Artist shall be deemed an offer that shall be capable of acceptance by Blank Media and shall be deemed accepted at the initial point of signature of the Agreement.
The Purchaser or Artist may not use nor have the benefit of any of Blank Media's Services nor the Works before reading these Conditions.
By signing an Agreement or providing the Works the Artist indicates acceptance of the Conditions
Orders
Any tariffs, proposals, offers, forms or similar documents from Blank Media shall not be treated as offers capable of acceptance by the Purchaser and/or the Artist and shall be treated as invitations to treat only, providing information and do not place Blank Media under any obligations to enter into any binding contract. Blank Media representatives shall not be authorised to accept orders or offers nor are they granted the right to enter into agreements on behalf of Blank Media. Blank Media does not guarantee that Works ordered will be available. Blank Media does not guarantee the sale of any Works.
Term
The term of the Agreement between Blank Media and the Artist shall be for a minimum period of 12 months unless otherwise agreed in writing and signed by an authorised officer of Blank Media. The term shall commence on the date as set out in the Agreement unless otherwise agreed in writing and signed by an authorised officer of Blank Media. The term shall automatically continue for a minimum period of 12 months. Notice of termination of the term shall be provided in writing no later than three months prior to the end of the respective periods set out above.
Delivery
The Artist shall deliver the Works in accordance with the Agreement and Specification. The Artist is responsible for the packing and safe delivery of Works. Artists should aim to dispatch Works within seven working days of the Order. Guaranteed Delivery of Works must be within twenty-eight days of the Order. Delivery Insurance must be taken on all Works over £50 sterling. If Delivery has not occurred at the end of twenty-eight days following the Order Date Blank Media shall be entitled to terminate the Agreement with the Artist and/or Purchaser. Blank Media reserves the right to charge the Artist in respect of any additional work involved by Blank Media due to delay caused by a failure by the Artist to provide the Works to the Purchaser. The Works shall be inspected by the Purchaser who shall notify Blank Media within five working days of Delivery of any alleged losses, defects, shortage, errors, poor service or damage. Failure to do so shall be deemed as acceptance of the Works. At no point shall Blank Media be held responsible for any failure by the Purchaser or the Artist in complying with the terms of any Agreement or these Conditions.
Change Control
At any time prior to the Delivery Date Blank Media may in writing recommend from time to time changes to any part of the Services Schedule. Notwithstanding anything to the contrary in these Conditions Blank Media shall not be under any obligation to agree to any request for a change. Should Blank Media wish to proceed with the proposed change it will instruct the Artist and Purchaser in writing of its wish within seven working days of the receipt of the written estimate (or such longer period as may be agreed). Those parts of these Conditions affected by the change will then be deemed to be modified accordingly. Until any change is formally agreed the Artist will continue to be paid for the Work as if the change had not been proposed.
Payment
Payment will be received through Blank Media's PayPal account and transferred to the Artist's Paypal account within three working days of the Order. The Artist is responsible for paying all PayPal fees. All sums payable under any Agreement are exclusive of VAT and other taxes, if any, which shall be charged in addition at the prevailing rate and shall be paid by the Purchaser and/or the Artist on submission of a valid tax invoice. Payment of the Fees and other charges are due on the day the order is made. Unless otherwise stated the Fees and tariffs are those in force at the time of payment being due and may be set out in the Payment Schedule. Blank Media shall be entitled to increase any Fees in any Payment Schedule following prior notice to the Purchaser and/or the Artist.
Commission
Blank Media Collective will take 30% (thirty percent) Commission from each individual sale.
Intellectual Property Rights
Intellectual Property Rights in the Works shall remain vested in the authors of the works unless otherwise agreed in writing. Blank Media shall be entitled to use the trading names and trade marks of the Artist (in a reasonable manner) in the production of corporate brochures, press releases and similar printed or online materials solely for the purposes of promoting Blank Media and Blank Market to third parties.
Confidentiality
Each party ("the Recipient") shall ensure that any confidential information ("Information") disclosed to it by the other shall not be used or disclosed save as is strictly necessary for the purposes of any Agreement and shall return to the other promptly on request any such Information provided by the other on any media. These confidentiality restrictions shall not apply to the extent that (a) disclosure or use of the Information is required by law; (b) evidence is available that the Information was already in the unrestricted possession of the Recipient before disclosure to it by the other party; or (c) the information falls within the public domain other than through the default of the Recipient. The obligation of confidentiality in clause 11 shall continue in force following termination of the Agreement.
Liability
Nothing in these Conditions shall exclude or restrict any party's liability for: (a) death or personal injury resulting from its negligence or that of its employees while acting in the course of their employment; (b) fraud or fraudulent misrepresentation; or (c) breach of the relevant warranties contained in these Conditions. Blank Media shall not be liable to the Purchaser nor the Artist in contract, tort or otherwise howsoever arising out of or in connection with the Agreement for any indirect loss, consequential loss, loss of profits, business opportunity, goodwill or reputation. The Purchaser and the Artist warrant that they have the right to enter into any Agreement and shall indemnify Blank Media for any losses, costs, damages, claims, expenses or demands which Blank Media may reasonably incur to the extent that: (a) any claim that the Blank Media Services infringes the Intellectual Property Rights of any third party; and (b) any claim that the Blank Media Services are defamatory, obscene, blasphemous or otherwise actionable under the laws and regulations of any jurisdiction. The Artist shall indemnify Blank Media for all losses, damages and costs incurred by Blank Media as a result of any breach by the Artist of any warranty or term set out in the Conditions or Agreement. The Purchaser shall indemnify Blank Media for all losses, damages and costs incurred by Blank Media as a result of any breach of the Purchaser's warranties or term set out in these Conditions of Agreement. Blank Media is not bound by any third party guarantee including that of the Artist. Nothing in these Conditions shall affect the Artist's statutory rights where applicable.
Suspension
Blank Media shall be entitled to suspend any Agreement without notice and without liability to itself where the Purchaser or the Artist: has failed to pay the Fees; has breached a warranty or term of the Agreement or Conditions; has failed to complete any necessary documentation; has used the Blank Media Services or the Works in an abusive or unlawful manner or has failed to comply with any acceptable use policy or similar in the reasonable opinion of Blank Media; has a lack of security in the reasonable opinion of Blank Media; has damaged the reputation of Blank Media.
Termination
A party (the "Initiating Party") may terminate the Agreement with immediate effect by written notice to the other party (the "Breaching Party") on or at any time after the occurrence of: (a) an irremediable material breach by the Breaching Party of the Agreement or these Conditions; (b) a remediable breach by the Breaching Party of a material obligation under the Conditions or Agreement where the Breaching Party fails to remedy the Breach within 30 days starting on the day after receipt of written notice from the Initiating Party giving full details of the breach and requiring the Breaching party to remedy the breach and stating that a failure to remedy the breach may give rise to termination under these Conditions; or (c) more than one breach of the Conditions or Agreement by the Breaching Party, the cumulative effect of such breaches being: (i) sufficient to justify the inference that the Breaching Party would continue to deliver a substandard performance in relation to a substantial portion of the Agreement over the entire remaining period of the Agreement (or, in the case of the Artist in relation to its obligations these Conditions; or (ii) serious in the widest sense of having a serious effect on the benefit which the Initiating Party would have otherwise derived in relation to a substantial portion of the Conditions or Agreement. A party may terminate the Agreement and these Conditions upon 30 day's written notice if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation) or compounds with or convenes a meeting of its creditors or has a receiver, administrative receiver or administrator appointed or if any circumstances arise which would entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order. Blank Media shall be entitled to terminate any Agreement for the reasons as set out in clause 14.1 above. Blank Media's reasonable costs and expenses incurred by Blank Media by reason of any delay variation, interruption or suspension of work arising from any act or omission of the Artist or their employees, agents or their subcontractors will be reimbursed to Blank Media by the Artist, subject to Blank Media. The innocent party shall be entitled to terminate the Agreement and these conditions where the Force Majeure event of has been in existence for 3 months.
Consequences of Termination
The termination of the Agreement for whatever cause shall not affect any provision of the Conditions or Agreement which is expressed to survive or operate in the event of the termination of the Agreement and shall not prejudice or affect the rights of any party against the other in respect of any breach of the Conditions or Agreement or in respect of any monies payable by either party to the other in respect of the period prior to termination.
Force Majeure
No party shall be liable in damages or have the right to terminate any Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary licenses), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
Data protection
The parties undertake to comply with the provisions of the Data Protection Act 1998 (the "Act") and any related legislation in so far as the same relates to the provisions and obligations of the Conditions or Agreement. Blank Media may hold information relating to the Purchaser's or Artist's non-payment or other payment history which may be held subject to the Act with an appropriate third party.
Exclusivity
Blank Media does not exercise any exclusivity demands. If the Artist chooses to sell replicated works through similar online stores, exhibitions or galleries, the Artist must notify Blank Media if and when a piece of work is sold through an external source. This must be done within 24 hours, in order for Blank Media to update the editon number available on BlankMarket. All works for sale on BlankMarket must be priced identically to other outlets (Online Shops, Exhibitions, Galleries etc).
Waiver
Failure by Blank Media to exercise or enforce any right under any Agreement or these Conditions (including in the case of suspension) shall not be deemed to be a waiver of any such right nor operate so as to prevent the exercise or enforcement of such right on any other occasion.
Validity
If any part, term or provision of any Agreement or these Conditions be held illegal or unenforceable, the validity or enforceability of the remainder of that Agreement or these Conditions shall not be affected.
Third Party Rights
Subject to the paragraph below the Contracts (Rights of Third Parties) Act 1999 shall not apply to any Agreement or these Conditions and no person other than the parties to the Agreement or these Conditions shall have any rights under them, nor shall they be enforceable under that Act by any person other than the parties to them. Blank Media shall benefit from its rights but shall be under no obligation under the Contracts (Rights of Third Parties) Act 1999 relating to Agreements between the Artist, the Purchaser or third parties.
Partnership
The Conditions or any Agreement shall not constitute or imply any partnership, joint venture, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in the Agreement and these Conditions.
Amendments
The Conditions or any Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of Blank Media.
Announcements
The Purchaser nor the Artist may issue or make any public announcement or disclose any information regarding any Agreement unless prior written consent has been obtained from Blank Media.
Notice
All notices under any Agreement or Conditions shall be in writing. Notices shall be deemed to have been duly given: when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or on the tenth business day following mailing, if mailed by airmail, postage prepaid, in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party.
Entire Understanding
These Conditions and any Agreement under them set out the entire agreement and understanding between the parties in respect of its subject matter, the Purchaser and the Artist acknowledge that it has entered into such Agreement in reliance only upon the representations, warranties and promises expressly contained or incorporated in these conditions and/or Agreement and save as expressly set out therein, Blank Media shall have no liability in respect of any other representation, warranties or promise made or given prior to the date of the Agreements, howsoever made or given, unless it was made or given fraudulently.
Successors and assignees
The Conditions and any Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assignees, and references to a party in any Agreement shall include its successors and permitted assignees. In any Agreement references to a party include references to a person: who for the time being is entitled (by assignment, novation or otherwise) to that party's rights under that Agreement (or any interest in those rights); or who, as administrator, liquidator or otherwise, is entitled to exercise those rights, and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that party. For this purpose, references to a party's rights under any Agreement include any similar rights to which another person becomes entitled as a result of a novation of the Agreement. The Artist shall be entitled to assign or transfer the benefits or obligations of these Conditions or Agreement to any third party without the prior written consent of Blank Media.
Law and Jurisdiction
These Conditions and any Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of its Courts.
Subscribe
Socialise