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This Seller Agreement (“Agreement”) governs the relationship between the Seller and aoART Pte Ltd, a company incorporated in Singapore with its registered address at 69 Ubi Road 1 08-28 Oxley BizHub Singapore 408731 (“aoART”, “we”, “us” or “our”) in connection with the listing and sale of artworks through aoart.sg and any related aoART website, application, platform or services (“Platform”).
By completing the aoART seller onboarding process and selecting the acceptance checkbox, you acknowledge that you have read, understood and agree to be legally bound by this Agreement.
If you do not agree to this Agreement, you must not complete seller onboarding or submit artworks for listing on the Platform.
For the purposes of this Agreement:
The Seller must be at least 18 years old and legally capable of entering into a binding contract.
Where the Seller is a company, gallery, estate, partnership or other organisation, the person completing onboarding confirms that they have authority to enter into this Agreement on behalf of that entity.
The Seller must provide accurate and complete information during onboarding and must promptly update aoART if any information changes.
aoART may request reasonable information or documentation to verify the Seller's identity, authority, ownership, business status, payment details or other information reasonably required to operate the Platform and comply with applicable law.
aoART may decline an application or request additional verification before approving a Seller or Artwork.
Unless otherwise expressly agreed in writing, aoART operates the Platform as an online marketplace and service provider facilitating the listing, promotion and sale of Artwork between Sellers and Buyers.
Unless otherwise expressly stated in the applicable transaction terms, the Seller remains responsible for the Artwork and for the accuracy of all representations made concerning it.
Listing an Artwork on the Platform does not, by itself, transfer ownership of the Artwork to aoART.
Unless expressly agreed otherwise, aoART does not acquire ownership of an Artwork merely because aoART lists the Artwork, facilitates payment, arranges delivery or provides other marketplace services.
aoART may facilitate communications, payment processing, delivery, collection, authentication or other transaction services. The provision of such services does not by itself change the ownership of the Artwork or the Seller's obligations under this Agreement.
Where a particular transaction is subject to additional terms, those terms will apply to that transaction and form part of the agreement between the relevant parties.
The Seller may only submit Artwork that the Seller has the legal right and authority to sell.
By submitting an Artwork, the Seller represents and warrants that:
aoART may request certificates of authenticity, provenance records, purchase documentation, invoices, condition reports, expert opinions, artist records or other supporting information.
The Seller must provide information requested by aoART within a reasonable period.
Submission of an Artwork does not guarantee acceptance, publication or sale.
The Seller is responsible for ensuring that all information supplied for an Artwork is accurate, complete and current.
Depending on the Artwork, information may include:
The Seller must promptly notify aoART if any material information about an Artwork changes or becomes inaccurate.
aoART may format, edit or adapt listing information for presentation, search, categorisation, accessibility, marketing or technical purposes, provided that aoART does not knowingly create a materially misleading representation of the Artwork.
aoART may reject, suspend, edit, restrict or remove a listing where it reasonably considers this necessary to protect Buyers, Sellers, aoART or the integrity of the Platform.
The Seller is responsible for the accuracy of all statements made by the Seller concerning the authenticity, authorship, attribution and provenance of an Artwork.
If an Artwork is described as being by a particular artist, the Seller must have a reasonable basis for making that representation.
The Seller must not knowingly submit an Artwork that is counterfeit, falsely attributed, materially misrepresented or unlawfully obtained.
aoART may request additional authentication or provenance information at any time before or after a listing is published.
Where aoART reasonably suspects that an Artwork may be counterfeit, stolen, materially misrepresented or otherwise problematic, aoART may suspend the listing or transaction while appropriate enquiries are made.
The Seller agrees to cooperate reasonably with any investigation concerning authenticity, provenance, ownership or condition.
If an Artwork is subsequently determined to have been materially misrepresented by the Seller, the Seller shall cooperate with aoART in resolving the matter, including any return, refund, investigation or claim.
The Seller must provide an accurate description of the condition of each Artwork.
The Seller must disclose any material condition issue known to the Seller, including where applicable:
aoART may request photographs, condition reports or other documentation.
The Seller remains responsible for material condition information that the Seller knowingly or negligently misrepresents or fails to disclose.
The Seller shall provide the price at which the Artwork is to be offered for sale.
aoART may establish reasonable procedures concerning pricing, minimum prices, promotions and discounts.
The Seller must not knowingly sell, transfer or otherwise dispose of an Artwork through another channel after aoART has notified the Seller that the Artwork is subject to an accepted sale or transaction.
The Seller must promptly inform aoART if an Artwork becomes unavailable.
Any promotional discount affecting the Seller's proceeds must be agreed or authorised in accordance with aoART's applicable procedures.
aoART is entitled to charge the commission and fees agreed with the Seller.
Unless otherwise agreed in writing:
Additional charges may apply for services such as:
aoART will communicate applicable charges before they are incurred where reasonably practicable.
aoART may deduct amounts properly payable by the Seller from the Net Proceeds.
Any GST or other applicable tax will be dealt with in accordance with Singapore law and the applicable tax status of the relevant party.
An Artwork is considered sold when the applicable sale or transaction process has been completed or accepted in accordance with the terms communicated by aoART.
Following acceptance of a sale, the Seller must not sell, transfer, pledge, reserve or otherwise dispose of the Artwork to another person.
The Seller must promptly notify aoART if the Seller is unable to fulfil an accepted sale.
A Seller cancellation without a valid reason may result in suspension of the relevant listing or Seller account and may make the Seller responsible for reasonable costs or losses directly resulting from the cancellation, to the extent permitted by law.
Where aoART facilitates payment from the Buyer, aoART may receive and process the payment on behalf of the relevant transaction.
The Seller's Net Proceeds will be calculated after deduction of applicable commission, agreed fees, refunds, chargebacks, taxes and other amounts properly payable by the Seller.
Subject to any applicable return, dispute, verification, fraud or payment review period, aoART will pay the Seller according to the applicable payout schedule. Standard payout period: 14 days.
aoART may reasonably delay payment where necessary to investigate:
aoART will release amounts that are no longer reasonably required to be held once the relevant issue has been resolved.
The Seller is responsible for providing accurate banking and payment information.
The Seller must prepare an Artwork for delivery or collection in accordance with aoART's reasonable instructions.
Artwork must be appropriately packaged to reduce the risk of damage during transportation.
The allocation of shipping, delivery, insurance and related costs will be stated in the applicable transaction terms.
Where aoART arranges transportation, the Seller must provide the Artwork at the agreed location and time.
Where the Seller is authorised to ship directly to a Buyer, the Seller must comply with aoART's shipping instructions and provide reasonable evidence of dispatch and delivery.
The Seller must not knowingly ship an Artwork that is materially different from the Artwork purchased by the Buyer.
Returns and refunds will be handled in accordance with the applicable aoART Buyer Terms, transaction terms and applicable Singapore law.
Nothing in this Agreement is intended to exclude or restrict any statutory right or remedy that cannot lawfully be excluded or restricted.
Where a refund or return arises because:
aoART may seek reimbursement from the Seller for amounts properly refunded to the Buyer and reasonable direct costs incurred as a result, subject to applicable law.
aoART may deduct or set off amounts properly recoverable from the Seller against amounts otherwise payable to the Seller.
Where a dispute arises, the Seller agrees to cooperate reasonably with aoART in investigating and resolving it.
The Seller retains ownership of intellectual property rights that the Seller legally owns in relation to an Artwork.
By submitting an Artwork, the Seller grants aoART a non-exclusive, worldwide, royalty-free licence to use, reproduce, display and communicate to the public photographs, images, descriptions and other materials supplied by the Seller for the purposes of:
The licence includes use on the aoART website, digital platforms, social media, newsletters, catalogues, advertising and other promotional channels operated by or on behalf of aoART.
The Seller represents that the Seller has the necessary rights or permissions to provide the materials and grant the licence in this section.
Where the Seller does not own the relevant copyright or other intellectual property rights, the Seller must obtain the necessary permission before supplying the relevant material to aoART.
The Seller must not:
aoART may conduct reasonable checks concerning Sellers, Artwork, transactions and payments.
aoART may request additional documentation where reasonably necessary.
aoART may temporarily suspend or remove an Artwork or Seller account where reasonably necessary to:
Where reasonably practicable, aoART may inform the Seller of the reason for a suspension or removal.
Nothing in this section prevents aoART from taking immediate action where reasonably necessary.
The Seller is responsible for determining and complying with the Seller's own tax and reporting obligations arising from sales through aoART.
Where aoART is required by law to collect, withhold, report or account for tax, aoART may do so.
The Seller must provide information reasonably required by aoART for tax, accounting, regulatory or compliance purposes.
aoART may collect, use, disclose and retain personal data relating to the Seller for purposes reasonably required to:
aoART will handle personal data in accordance with applicable Singapore data protection laws and aoART's PDPA Policy.
The Seller acknowledges that certain personal data may need to be shared with payment providers, delivery providers, professional advisers, technology providers and other service providers where reasonably necessary to provide the Platform and related services or comply with law.
The Seller must ensure that any personal data provided to aoART concerning another individual has been lawfully obtained and may lawfully be disclosed for the relevant purpose.
aoART will use reasonable efforts to maintain the Platform but does not guarantee that the Platform will always be available, uninterrupted or error-free.
aoART may modify, suspend or discontinue parts of the Platform for maintenance, technical, security, operational, commercial or legal reasons.
aoART will use reasonable efforts to minimise disruption where practicable.
Nothing in this Agreement excludes, restricts or limits any liability or right that cannot lawfully be excluded, restricted or limited under Singapore law.
Subject to clause 20.1, aoART shall not be liable for indirect, consequential, special or unforeseeable loss arising from the Seller's use of the Platform.
Subject to applicable law, aoART shall not be responsible for loss arising from information supplied by the Seller that is inaccurate, incomplete or misleading.
aoART does not guarantee the future value, marketability or investment value of any Artwork.
Nothing in this Agreement makes aoART responsible for representations made by a Seller concerning an Artwork unless aoART has expressly adopted or independently made that representation.
To the extent permitted by applicable law, the Seller shall be responsible for claims, losses, liabilities, damages and reasonable costs directly arising from the Seller's:
The Seller's obligations under this section do not apply to the extent that a claim, loss or liability was caused by aoART's own negligence, wilful misconduct or breach of this Agreement.
Any indemnity under this Agreement is subject to any mandatory requirements concerning reasonableness or enforceability under applicable Singapore law.
The Seller may request closure of the Seller account by contacting aoART.
aoART may suspend or terminate the Seller account where the Seller:
Where reasonably practicable, aoART may give the Seller an opportunity to remedy a breach before termination, except where immediate suspension or termination is reasonably necessary.
Termination does not affect rights or obligations that accrued before termination.
Provisions relating to payment, intellectual property, confidentiality, indemnity, liability, disputes, records and any other provision intended by its nature to survive termination shall continue to apply.
aoART may update this Agreement from time to time.
Where a change is material, aoART will use reasonable means to notify Sellers of the updated terms.
The updated Agreement will state its effective date and version.
Where required by law or where appropriate due to the nature of the change, aoART may require the Seller to affirmatively accept the updated Agreement before continuing to use relevant Seller services.
Continued use of the Platform after the effective date of updated terms may constitute acceptance where permitted by applicable law.
The Seller agrees that acceptance of this Agreement through an electronic checkbox, button or other electronic mechanism constitutes acceptance of this Agreement.
The Seller acknowledges that electronic records may be used as evidence of acceptance and transactions between the Seller and aoART.
aoART may retain records of:
The Seller may request a copy of the version of this Agreement accepted by the Seller, subject to reasonable verification.
aoART may communicate with the Seller using the email address, telephone number, account messaging system or other contact information provided during onboarding.
The Seller must ensure that its contact information remains accurate.
Notices relating to material changes to this Agreement or material account matters may be provided through email, the Seller account, the Platform or another reasonable method.
This Agreement is governed by the laws of the Republic of Singapore.
The parties shall first attempt in good faith to resolve any dispute through discussion.
If the dispute cannot be resolved through discussion, either party may pursue remedies available under Singapore law.
Subject to any mandatory jurisdictional requirements, the courts of Singapore shall have exclusive jurisdiction over disputes arising from or in connection with this Agreement.
This Agreement, together with applicable aoART policies and transaction terms, constitutes the agreement between the Seller and aoART concerning the Seller's use of the Seller services.
If there is an inconsistency between this Agreement and a specific transaction term, the specific transaction term will apply to that transaction to the extent of the inconsistency.
If any provision of this Agreement is held to be invalid, unlawful or unenforceable, the remaining provisions will continue to apply to the extent permitted by law.
A failure or delay by aoART to enforce any provision does not constitute a waiver of that provision.
The Seller may not assign or transfer this Agreement without aoART's prior written consent.
aoART may assign or transfer its rights or obligations under this Agreement in connection with a restructuring, merger, acquisition, sale of the relevant business or assets, or other corporate transaction, subject to applicable law.
Nothing in this Agreement creates a partnership, joint venture or employment relationship between the Seller and aoART.
By completing the aoART Seller onboarding process and selecting the checkbox below, I confirm that:
I have read, understood and agree to the aoART Seller Agreement and agree to be legally bound by its terms.