Framework for collaboration and contracts
- The following constitutes the collaborative framework for and regulates the general conditions for the collaboration between Artboost and Artists who are represented in Artboosts artist index, as well as the collaboration between Artboost and Artists who develop, produce and/or deliver artworks and/or other artists services (etc. Artists Talks, Sketching) to Artboosts customers.
- All Artworks and services delivered by the Artist to or in collaboration with Artboost are subject to the provisions of the terms and conditions described in this document. For each Commissioned Artwork and service delivery, the Parties shall enter into specific contracts in writing regarding the service and/or Artwork’s specifications, requirements and scope, the purchase price and other relevant terms before the work begins.
- The contractual framework for a Service and/or an Artwork delivery shall be the relevant contract and/or the terms and conditions described in this document. In the event of a conflict between the terms and conditions and a specific contract, the specific contract shall prevail.
The artist's role as subcontractor
- The Artist delivers Artworks and performs his other obligations as a subcontractor for Artboost, who enters into agreements with its customers regarding delivery of Artwork to the Customer.
- The Artist shall consider and treat all the Customers like his own customers with due and professional care.
- The Parties are independent contractors and have no authority to make contracts on behalf of, or in any way to bind, the other Party.
- Artists are subject to the same contractual obligations as Artboost, when entering into an agreement with its customers regarding delivery of Artwork to the Customer, e.g. if documentation of the artwork, placement or collaboration must not be shared with the public or if the customer terminates the contract. Such contractual obligations will always be shared with the artist in writing.
- If the Customer terminates an agreement or a subsection in relation to the artist’s delivery, the contract between Artboost and the Artist will also be terminated, and the Artist will be compensated as described in clause 13.4.
Alterations of artworks
- Artboost's alteration rights
3.1.1. Artboost may request that alterations be made to a contract, after the relevant contract is agreed upon and signed. Artboost’s requests for alterations shall be made in writing.
3.1.2 If Artboost’s request results in changes to the price, delivery time or other terms, the Artist shall within a reasonable time after receipt of Artboost’s request send Artboost a proposal for the alterations, detailing the changes to price, delivery time and other relevant terms. Artboost may either a) accept the proposal, which then will become an integrated part of the contractual framework for the Artwork delivery in question, or ii) reject the proposal and continue with the original contractual framework.
- The Artist’s alteration rights
3.2.1. The Artist may demand that alterations be made to an Artwork i) that are not significant, falls under artistic freedom, and are not in conflict with the technical and formal frames described in the contract, ii) if force majeure events occurring after the effective day of the relevant contract will cause considerable additional expenses or substantially delay the Artwork delivery, or iii) if the performance of the originally agreed Artwork turns out to be impossible.
3.2.2 Alterations to an Artwork demanded by the Artist shall be at no cost to Artboost.
3.2.3 The Artist shall notify Artboost in writing in advance about any alterations to an Artwork or timeline, except for alterations due to artistic freedom.
Change of artist
- In the event the Artist is deceased or incapacitated, Artboost shall be entitled to assign any contract to other artists, without the Artist, his heirs or guardian being entitled to a compensation.
- However, Artboost shall pay to the Artist, his heirs or guardian an amount calculated in accordance with Clause 13.4.
Risk and accidental damage
- Until delivery of the Artwork, the risk and consequences of accidental damage to the Artwork shall be borne by the Artist. Notwithstanding, the aforementioned, Artboost shall bear the risk and consequences of accidental damage to the Artwork, if the accidental damage directly or indirectly can be attributed to the Customer’s negligence.
- The risk of an Artwork shall pass to Artboost upon delivery.
Delivery of Artworks and services
- If an Artwork is not delivered at the agreed time of delivery, solely due to the Artist, and if the Artist have not notified Artboost of the delay in appropriate time to eliminate extra costs and/or renegotiate the contract with the Customer, Artboost shall be entitled to liquidated damages at a rate of 0.5% of the Artist’s total sale price of the Artwork or service for each commenced day of delay.
- If a Service (e.g. but not exclusively Artist Talks, Sketching, Ideation meetings and workshops) is not delivered at the agreed time of delivery, solely due to the Artist, Artboost shall be entitled to annul the relevant contract with immediate effect and offer the job to another Artist.
- The artist shall deliver the artwork at the address and to the contact person appointed by Artboost.
- On the delivery day a document listing any claims for defective or faulty work and any other circumstances pointed out or any comments by the Customer or Artboost will be drafted.
- In case of defects in the Artwork discovered during the delivery, the Artist shall have an obligation and a right to rectify any defects in accordance with Clause 7.
Defects and rectification
- If an Artwork or any other services described in a contract has not been delivered in accordance with the contract, it shall be deemed to be defective.
- It shall not be considered a defect, if an Artwork is not delivered in accordance with the contract because i) the Artwork is made with unusual or recycled materials as requested by the Customer, and the Artist has notified Artboost in writing about risks of defects, or ii) the Artwork is made on, with or in connection with other artwork and a defect in that other artwork is the reason for the defect in the Artwork.
- In case of defects in an Artwork, Artboost or the Customer shall within 14 workdays when the defect was, or ought to have been discovered, notify in writing the Artist about the defect.
- For a period of 2 years after the delivery, the Artist shall have a right to rectify any defects caused by accidents or Customer negligence, and the obligation to rectify any defects caused by faulty construction of the Artwork. Artboost must stipulate in writing a time limit for the rectification of defects discovered. The duration of such a limit shall be determined based on the nature and extent of the defects and circumstances in general. The Artist shall notify Artboost and the Customer in writing when rectification has taken place.
- If, upon the expiry of the time limit for the rectification or after having received the Artist’s notice about the rectification has taken place, Artboost or the Customer is of the opinion that the defects have not been rectified, Artboost or the Customer must inform the Artist in writing of any unrectified defects within 7 workdays.
- If the Artist does not rectify the unrectified defects covered by Clause 10.4 within reasonable time, Artboost shall be entitled to have them rectified at the expense of the Artist or demand a reduction of the price. If the costs of rectification are disproportionately large, Artboost’s right to effect the rectification at the expense of the Artist shall lapse. However, Artboost shall preserve the right to a reduction of the price.
Repair and maintenance services after the delivery
- After the delivery of an artwork, the responsibility for maintenance and any repair for an Artwork passes to the customer.
- If requested by the customer, the Artist has the opportunity to deliver repair and maintenance services for an Artwork against payment of a service fee.
Intellectual property rights
- The Artist guarantees that all Artworks and services delivered from the artist to Artboost or a customer is original and does not infringe third party’s rights. The Artist shall indemnify the Customer and Artboost against and hold the Customer and Artboost harmless for any and all claims, liabilities, losses, expenses, which may arise out of or in connection with the Artwork infringing third party’s rights.
- Artboost shall have a right to use, refer to and mention projects, artwork and other artistic services delivered by the artist to Artboost or the Customer, on Artboost’s webpage and in Artboost’s promotional and marketing material.
- The Artist shall have a right to use, refer to and mention projects, artwork and other artistic services delivered by the artist to Artboost or the Customer, on their webpage, in their portfolio and on social media, unless otherwise specified in the specific contract.
- Artboost shall have a right to use, refer to and mention the documentation of previous Artworks and projects shared with Artboost by the Artist (e.g. but not exclusively via the application form), on Artboost’s sales material as long as this is only distributed internally to potential Customers and not the general public.
- The Artist has the right to be identified and mentioned by name as the artist of and credited for an Artwork at the place where the Artwork is placed, as well as where any documentation of an artwork or from service delivered by the Artist is shown (physical or digital), in accordance with the European Intellectual Property rights in the EU or the Berne convention outside EU.
- After the handover-meeting the Customer has the right to change the placement and surroundings of an artwork. However an Artwork must not be altered in a manner of its context which is prejudicial to the Artist’s artistic reputation without the written consent of the Artist.
- The purchase price includes the Artist’s potential resale right remuneration according to the European Intellectual Property rights in the EU or the Berne convention outside EU.
- Unless otherwise agreed in writing, the Artist can invoice Artboost in accordance with the following principles:
A. Salary for the work related to drafting the sketches of an Artwork can be invoiced upon delivery of the final sketches;
B. Salary for the work related to services such as Artist Talks, ideation meetings, workshops ect. can be invoiced upon delivery of the service;
C. Salary for the work related to making and delivering an Artwork can be invoiced upon delivery of the Artwork. In case of projects with a budget over 100.000 kr. It is possible to arrange a split payment, if specified in the specific contract;
D. Expenses for materials and other supplies related to making and delivering an Artwork can be invoiced upon Artboost’s approval of the expense and documentation thereof.
- Except as agreed expressly otherwise in writing by the Parties, the purchase price agreed in a contract includes all expenses for materials, transportation, loading, unloading and similar expenses as well as the Artist’s potential resale right remuneration according to the European Intellectual Property rights in the EU or the Berne convention outside EU.
- In the event, the Customer becomes insolvent or for other reasons does not pay Artboost for the Artwork, Artboost shall not be obliged to pay the purchase price of an Artwork to the Artist, except for the part of the purchase price related to the material costs. For the remaining part of the purchase price, the Artist shall be entitled to file a claim against the Customer.
- The Artist agrees that during the term and after termination of a collaboration, all confidential information of Artboost and the Customers shall be held in strict confidence by the Artist.
Liability disclaimer and transfer of rights
- Neither party shall be in breach of the terms and conditions described in this document or a specific contract nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement and its sub agreements if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
- The Artist accepts that after Artboost delivers each Artwork to the relevant Customer the potential claims for damages, compensation, price reductions etc. under each contract is also transferred to the Customer.
Term and termination
- These terms and conditions shall commence on the day the artist applies for the artist index and continue until terminated.
- Each Party can terminate the collaboration with a one month’s written notice. Termination of the collaboration shall not affect contracts in effect at the time of the termination.
- A Party can only terminate a contract without notice in the event of a material breach by the other Party. “Material breach” shall include but is not limited to:
A. any violation of the terms of the contract in question;
B. the insolvency, liquidation or bankruptcy of a Party;
C. any act or omission of a Party that can cause loss of reputation of the other Party; or
D. any violation of any other provision of the terms and conditions described in this document and fail to remedy such breach within 14 days after notice of such breach and the request for the remedy thereof has been received by the other Party.
- Upon termination of a Contract, Artboost shall pay to the Artist an amount equal to the total of i) the value of the work and services performed under the contract before receipt of the termination notice, ii) costs and expenses related to materials and external services related to the relevant Artwork that were ordered in accordance with the contract before receipt of the termination notice and that cannot be refunded.
- Upon any termination of the collaboration, Artboost shall not be liable to the Artist for loss of future goodwill, investments, advertising or promotional costs or other expenses of the Artist.