The ARTISTE ONLINE platform is available at www.ARTISTE-ONLINE.com, or at any other URL that may be substituted for this one (the “Platform”).
These terms of use (the “ToU”) set out the terms and conditions on which Users and Members may access and use the Platform and the Service. The ToU apply to any Platform User, whether or not this User is a Member.
1 DEFINITIONS
1.1 Unless provided otherwise in these ToU, the following capitalised terms shall have the respective meanings given to them below:
“Content”: means any content that is supplied by a Member on the Platform, including, but not limited to, any Product, data, information, text, listed object, description, name, alias, sign, photograph, picture, sound, video, logo, and any other item supplied by the Member on the Platform, including at the time of its registration, in an advertisement, an e-mail, or on a Artist’s sales area/account.
“Artist” or “Seller”: means a Member presenting, offering, distributing, and or selling Products through the Platform, including when this Member acts for and/or on behalf of another Member.
“Buyer”: means a Member who is willing to purchase, or who purchases, the Products through the Platform.
“Deadline for Complaints”: means the date that is six (6) business days after, but not including, the delivery date of the Products that is mentioned on the delivery note, until which the Buyer may dispute the conformity of the order. For the avoidance of doubt, in the absence of any dispute regarding the conformity of the order within that time period, the order shall be deemed compliant.
“Date of Confirmation”: means the date on which the Buyer, via the Platform, confirms the conformity of the order, in compliance with the Deadline for Complaints.
“Invoice”: means the invoice issued by ARTISTE ONLINE, for and on behalf of the Artist, and payable by the Buyer, relating to the Product(s) that were ordered by the Buyer through the Platform, received, and confirmed in accordance with the ToU.
“Invoicing Agreement”: means the invoicing agreement entered into between ARTISTE ONLINE and the Artist, by which the Artist agrees to entrust ARTISTE ONLINE, in compliance with applicable rules, with the processing and issuing of its Invoices via the Platform.
“Member”: means any User who has registered on the Platform, and whose registration was approved by ARTISTE ONLINE.
“Party”: means, individually or together, ARTISTE ONLINE and/or the User and/or the Member and/or the Artist.
“Product”: means any product that an Artist presents or puts up for sale through the Platform. The Product has to be in conformity with these ToU.
“Service”: means all of the ARTISTE ONLINE online services, which are the property of ARTISTE ONLINE, and which are made available to a User through the Platform, as described in more detail in article 2 of these ToU.
“User”: means any professional who accesses the Platform, regardless of whether a Member or not.
“Personal Data”: means any information relating to an identified or identifiable natural person. An identifiable natural person; is a natural person who can be identified, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to one or more factors specific to his or her physical, physiological, genetic, mental, economic, cultural or social identity.
“Third Party Data” : means Personal Data provided by Artists to ARTISTE ONLINE for the purpose of using CRM functionality, including non-member Buyers..
“Personal Data Legislation” : means the legislation in force relating to the protection of Personal Data and in particular EU Regulation No. 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data as well as any applicable legislation and regulations implementing, supplementing or replacing the GDPR where applicable, or otherwise relating to the processing of Personal Data of natural persons, as well as legally binding guidelines and codes of conduct issued by the relevant supervisory authorities where applicable.
2 DESCRIPTION OF THE SERVICES
2.1 The purpose of the Platform is to bring Artists (or Sellers) in contact with eligible Buyers for the purchase of Products by the Buyers, who are willing to purchase these Products through the Platform. The Platform also offers Artists training materials and opportunities for Artists to participate in art exhibitions in accordance with the subscription level selected by the Artist and subject to application by the Artist and acceptance by ARTISTE ONLINE on a case by case basis, the criteria for selection being subject to confidential internal processes by ARTISTE ONLINE and entirely at the discretion of ARTISTE ONLINE, with no guarantee of acceptance at any time, and acceptance of ARTISTE ONLINE’s Exhibition Terms and Conditions by the Artist. The platform also provides additional marketing and visibility opportunities, allowing Artists and or Sellers to promote their Products.
2.2 The Platform is intended to provide Services exclusively to the registered Users and Members, whether they are Artists or Buyers.
2.3 The sales of Products take place only between Buyers and Artists (or Sellers), such Buyers and Artists deciding alone, at their discretion, on the entering into of contracts through the Platform. ARTISTE ONLINE: (i) is neither a seller, nor a reseller, nor the owner of the Products that are distributed through the Platform; (ii) never enters into possession of the Products that are put up for sale; (iii) does not hold the Products in stock; and (iv) does not hold the Products as a custodian or trustee of any kind. So, ARTISTE ONLINE cannot be held liable for any actions or omissions potentially committed by the Artist (or Seller) or by the Buyer on its Platform.
3 TERMS OF ACCEPTANCE OF THE ToU, AMENDMENTS TO THE ToU
3.1 These ToU, which prevail over any other document, shall govern the relationships between ARTISTE ONLINE and each User. The documents referenced in the ToU are incorporated herein, unless expressly provided otherwise herein.
3.2 By visiting or accessing the Platform and by using the Service, the User or the Member expressly consents, without restriction, to be legally bound by all of the provisions of the ToU. If the User or the Member does not agree with these ToU, this User or Member undertakes to immediately stop visiting the Platform and, as the case may be, to refrain from registering with the Platform.
3.3 ARTISTE ONLINE reserves the right to amend these ToU at any time, it is therefore up to the users to regularly consult these conditions. Unless expressly provided otherwise in these ToU, the amendments made to these ToU shall take effect fifteen (15) calendar days after their online publication.
4 ACCESS TO THE PLATFORM AND TO THE SERVICE
4.1 Access to the Platform is available to any User, whether a registered User or not. However, access to the Service, and the use of any of its functionalities, requires the prior registration of the User as a Member. ARTISTE ONLINE reserves the right to accept or refuse a Member’s application for registration, in accordance with the terms specified on the Platform and/or at the time of registration. The registration of a legal entity as a Member may only be made by an individual authorised to represent such legal entity.
4.2 ARTISTE ONLINE reserves the right, at any time and at its sole discretion, to suspend or interrupt the access to the Platform and/or the Service, in full or in part, notably for maintenance purposes, operational requirements, internal choices, or in case of emergency.
4.3 ARTISTE ONLINE reserves the right to upgrade the functionalities and the Service available on the Platform, at any time and at its sole discretion.
4.4 ARTISTE ONLINE reserves the right, at any time and at its sole discretion, to delete or modify any Content, including, but not limited to, for technical, business or practical reasons. It is understood that such interventions will in no circumstances result in ARTISTE ONLINE being held liable, nor give rise to compensation or damages being payable to a Member or a User.
4.5 A Member, who wishes to delete its account, may do so directly through the Platform, or by sending a request for deletion to ARTISTE ONLINE by email at support@artiste-online.com
4.6 The Member’s deletion of its account entails the immediate termination, as of right, of these ToU, such termination taking effect in accordance with the provisions of article 16.1.
4.7 ARTISTE ONLINE, which is an intermediary, does not control the information given by the Members and published on the Platform. ARTISTE ONLINE gives no warranty whatsoever, the Platform and the Service being provided on an “as is” and “as available” basis. Also, ARTISTE ONLINE does not warrant that access to the Service or to the Platform shall be uninterrupted or error-free.
5 TERMS OF REGISTRATION WITH THE SERVICE
5.1 To access all of the functionalities of the Platform and the Service and to offer Products for sale through the Platform, the User must first register with the Platform as a Member and provide all of the requested information and documents, so that it can have access to all of the functionalities of the Platform and the Service. Failing that, ARTISTE ONLINE reserves the right not to approve the registration.
5.2 The Artist and or Seller expressly accepts to enter into an Invoicing Agreement with ARTISTE ONLINE to use the Platform.
5.3 The Member undertakes not to give information that infringes third party rights. The Member undertakes to refrain from registering as a login/alias, all or part of an URL, address or other domain name pointing to an external website. ARTISTE ONLINE reserves the right, notably in the event of a dispute between Members, to ask the Member who failed to comply with the terms of this article, to modify the information given and to do so within the time period to be indicated by ARTISTE ONLINE.
5.4 The Member undertakes that the information it provides upon its registration is accurate, sincere, exhaustive and up-to-date, and he undertakes to rectify such information later on if the information becomes obsolete or out-of-date. If the Member fails to comply with this obligation, ARTISTE ONLINE reserves the right to suspend and/or close the Member’s account, and to deny any access to the Service to that Member. Each Member is solely responsible for any consequences that may result from the provision of false, invalid or erroneous information to ARTISTE ONLINE and/or to any other Member.
5.5 Each Member undertakes to create and use one account only, save with ARTISTE ONLINE’s prior and express approval. As soon as a Member registers, or for any subsequent connection, a Member may access their account by entering their login credentials. A Member’s login and password are strictly personal. The Member undertakes to choose a robust password and to keep this password confidential.
5.6 The use of a Member’s login, associated with the Member’s password, shall be conclusive presumption that access to, and use of, the Service is by that Member or under that Member’s control. In the event a Member becomes aware that a third party accessed its account, the Member undertakes to immediately change its password and to promptly notify ARTISTE ONLINE by email at support@artiste-online.com
5.7 The Member has a duty to act in good faith and respectfully in its relationships with ARTISTE ONLINE and the other Members.
6 THE DISTRIBUTOR’S OBLIGATIONS
6.1 The Artist alone is responsible for defining the terms and conditions of sale of their Products, it being specified that the applicable terms of delivery, applicable terms of approval of the Products, and applicable terms of payment are those defined in these ToU and/or on the Platform, and that in the event of a contradiction with the Artist’s terms and conditions of sale in relation to this aspect, these ToU and the information published on the Platform shall prevail.
6.2 The Artist undertakes to clearly display the terms and conditions applicable to the selling of the Products, to any commercial cooperation services, and to any other obligations intended to foster the commercial relationship, including, but not limited to, the full and accurate characteristics and properties of the Products, the availability of the products, any terms and conditions of transport and delivery, transport and delivery times, and any other applicable conditions of sale.
6.3 Upon receiving an order placed by the Buyer through the Platform, the Artist may accept, or refuse and refund the order. The Artist undertakes to do so within the time limit and in the conditions indicated on the Platform.
6.4 The Artist is solely responsible for preparing the order, its transportation, and its delivery to the address provided by the Buyer to ARTISTE ONLINE. To ensure the security of transactions on the platform, particularly in the fight against fraud, the Artist must strictly refuse any request to modify this address for any reason. When the Artist’s carrier ships the order, it is their responsibility to ensure that no address changes are allowed by the carrier. If the Artist grants any request to change the delivery address, ARTISTE ONLINE reserves the right to take measures against the Artist (suspend payments, recover the amount of the relevant order, and even suspend or close the Artist’s account).
6.5 On the Date of Confirmation, or the expiry of the Deadline for Complaints, an Invoice will be prepared by ARTISTE ONLINE for and on behalf of the Artist, and be sent to the Buyer. The Artist is required to provide ARTISTE ONLINE with all information or other legal information that has to appear on this Invoice in accordance with the Artist’s legal obligations, as provided for in the Invoicing Agreement. On this date, all of the elements mentioned on the Invoice will be frozen, including the date of issue of the Invoice, which corresponds to such Date of Confirmation or to the Deadline for Complaints, and the Invoice that has been issued shall then be valid as an irrevocable order to pay. The Artist acknowledges that, on such date, the Buyer may no longer dispute the Invoice.
6.6 The Invoice will be settled by the Buyer through the Platform, by crediting the payout account of the Artist. ARTISTE ONLINE may offer the Artist vouchers and promotional codes, which the Artist may provide to Buyers so that they pay all or part of an order, the balance remaining due and payable by debit from their bank account. The Artist accepts that ARTISTE ONLINE may freely, and at its discretion, set the terms of use of these vouchers and promotional codes, notably by providing for a limited time to use a voucher or promotional code and/or for the use of a limited number of vouchers or promotional codes by order. Moreover, ARTISTE ONLINE is free to modify or terminate any voucher programme or promotional code programme at any time, at its discretion, without this giving rise to the payment of any compensation to the Artist.
6.7 The Artist shall receive payment for the whole amount of the Invoice, incl. tax, through the Platform, through ARTISTE ONLINE ‘s payment provider, less the commission payable to ARTISTE ONLINE as provided for in article 8.1 of these ToU. The Invoice is paid to the Artist within the timeframe previously agreed upon with ARTISTE ONLINE.
6.8 The funds payable to the Artist in respect of the Invoices shall be kept on the Artist’s regulated bank account that will be set up by STRIPE, ARTISTE ONLINE’s payment services partner, before being paid by STRIPE to the Artist. The funds payable to the Artist in respect of the Invoices will never be in ARTISTE ONLINE’s possession nor under its control.
6.9 The Artist undertakes that it will, autonomously and under its sole responsibility, manage the preparation of the order, its transportation, and its delivery to the place of delivery agreed with the Buyer.
6.10 For each order shipped using the Artist’s carrier, the Artist undertakes to establish a delivery note to be signed by the Buyer upon delivery and retained as proof of delivery. ARTISTE ONLINE reserves the right to request that this proof of delivery be provided to them at any time. If the Artist cannot provide this proof within the required timeframe, ARTISTE ONLINE may take measures against the Artist (includig but not limited to suspension of payments, recovery of the amount of the relevant order, suspension or closure of the Artist’s account).
6.11 ARTISTE ONLINE reminds the Artist of its obligation to comply with all laws, regulations and obligations that are incumbent on it as a professional seller, notably with regard to intellectual property legislation.
6.12 The Artist shall indemnify ARTISTE ONLINE with respect to any consequences related to an Artist’s breach of any of its obligations as a professional. The Artist, accordingly, undertakes to be directly responsible for the payment of any sums, including any sums awarded in court, any court costs, lawyers’ fees, and other sums that may be owed in this respect, or to reimburse these sums to ARTISTE ONLINE upon first demand. Notably, the Artist warrants to ARTISTE ONLINE that it complies with any third party intellectual property rights, including in designs, models, patents, and trademarks.
6.13 Each Artist undertakes not to list and/or distribute Products that do not correspond, or do not exactly correspond to a Artist’s Product actually available for purchase for resale on the Platform; or that infringe or are in breach of applicable laws and regulations or good morale, or that do not constitute authorised Products under contractual provisions; notably, each Artist undertakes not to list and/or distribute Products that are illegal and or immoral, including but not limited to any artworks depicting child pornography child abuse, racist or xenophobic works or other content which is illegal under EU law, fraudulent Products (particularly Products held following their receipt as stolen goods, or illegally imported Products), or Products infringing third party rights.
6.14 ARTISTE ONLINE is drawing the Artist’s attention to the absolute need for any Artist making a Product available on the market, and notably any Artist making a Product available for sale on the Platform, to make sure that this Products strictly complies with any laws, regulations and other requirements in force, as from the production of the Product and until the Product is delivered to the Buyer.
6.15 All orders placed by the Buyer are independent from each other. The unavailability of one or several Product(s) ordered from one or several Artists through the Platform shall not be a reason for cancelling all of the Products ordered, as the Buyer is bound by the order placed for the other Product(s) that is (are) available.
6.16 Failing receipt of the Product or Products ordered, the Buyer will lodge a complaint with the Artist. Nevertheless, ARTISTE ONLINE reserves the right to intervene in order to facilitate the resolution of the claim.
6.17 In the event that, following an alert received from a Member, or by ARTISTE ONLINE’s own act, ARTISTE ONLINE notes that Products that are in breach of these ToU are put up for sale, ARTISTE ONLINE reserves the right to:
6.17.1 remove these Products from the Platform;
6.17.2 block or suspend the Artist’s account;
6.17.3 terminate these ToU with immediate effect, this termination resulting in the closing and deletion of the Artist’s account; and/or
6.17.4 disclose all required information about any offer of sale and/or any purchase of these Products on the Platform, including the Members’ personal information as the case may be, to the competent authorities, and/or to cooperate with the competent authorities upon request.
6.18 The Artist also undertakes that they will use the contact details and other data disclosed by the Buyer only for the strict purposes of fulfilling the relevant order and of complying with legal obligations associated with that order, and in compliance with these ToU. Notably, the Artist undertakes not to offer products to the Buyer, which are available outside the Platform.
6.19 In particular, in the event ARTISTE ONLINE becomes aware of any Member’s act or behaviour outside the Platform (i) that aims at enticing, or attempting to entice all or part of the Buyers away from the Platform, or that aims at encouraging all or part of the Buyers not to buy through the Platform, or to stop buying through the Platform; (ii) that is potentially unfair, damaging, anti-commercial, denigrating, defamatory, injurious or harmful toward ARTISTE ONLINE, the Platform, any Member and/or any third party, or (iii) that infringes the laws and regulations applicable to ARTISTE ONLINE in any other manner, ARTISTE ONLINE reserves the right to terminate these ToU by notice with immediate effect.
6.20 The Artist confirms they hold all of the rights that are necessary to sell any Product the Artist puts up for sale on the Platform, and the Artist shall indemnify ARTISTE ONLINE with respect to any complaint relating to the Content of an offer of sale of a Product and/or to the performance of the sale.
6.21 The Artist undertakes that they will offer their services, and carry out purchases for resale, on the Platform in the Artist’s own name only. Thus, the Artist undertakes not to sub-contract the purchase-for-resale transactions, in whole or in part, to any third party.
6.22 In the event of a dispute between Artists because of Content published by one of them (for example, in the event a Artist alleges infringement or unfair competition), it shall be up to the Artists to get in touch with each other and to settle the dispute between them. ARTISTE ONLINE shall not be required to get involved in the resolution of the dispute. Therefore, ARTISTE ONLINE reserves the right not to follow up on an Artist’s complaint that would be sent to ARTISTE ONLINE in such a situation, without being held liable in any way for doing so.
7 COMMISSION PAYABLE TO ARTISTE ONLINE
7.1 As a counterpart to the Service supplied, the Artist undertakes to pay ARTISTE ONLINE a commission, which rate excl. tax shall have been agreed beforehand between ARTISTE ONLINE and the Artist. This rate shall depend on the subscription level selected by the Artist. The amount of this commission excludes taxes and shall be increased by any applicable taxes, including the value added tax (VAT) at the prevailing rate on the billing date. The commission can be billed for any order placed via the Platform and for any sales made during or following any ARTISTE ONLINE art exhibition and or art show.
7.2 The commission is due as from the issuing of the Invoice on behalf of the Artist, shall be deducted from the amount paid to the Artist through ARTISTE ONLINE payment service provider. The commission is in no way refundable.
7.3 ARTISTE ONLINE reserves the right, without indemnity, to modify the commission defined in article 8.1 of these ToU. In case of a disagreement, the Member may terminate these ToU on the effective date of the modification(s) in issue.
8 PROHIBITED USES OF THE PLATFORM AND THE SERVICE
8.1 The Member undertakes to refrain from using the Platform and/or the Service to:
8.1.1 entice, or attempt to entice all or part of the Buyers away from the Platform, or encourage all or part of the Buyers not to buy on the Platform or to no longer buy on the Platform;
8.1.2 unfairly circumvent, divert and/or interfere with (or attempt to circumvent, divert and/or interfere with) a pay-for service on the Platform;
8.1.3 publish or disseminate shocking, inappropriate, obscene, threatening, abusive, violent, rude, racist, insulting, defamatory, libellous, slanderous, denigrating, misleading, discriminatory, harassing, threatening, embarrassing, pornographic or child pornographic, Content, Content that amounts to justification for crimes against humanity, Content that is likely to incite to racial, religious or ethnical hatred, to violence or terrorism, Content that is likely to be undermine human dignity or someone else’s privacy, illegal Content or Content that is against applicable laws;
8.1.4 publish or disseminate Content in breach of the intellectual property rights of any third party;
8.1.5 publish or disseminate Content that is likely to be described as misappropriation, swindling, embezzlement or any other criminal offence;
8.1.6 obtain, or attempt to obtain the transfer of sums of money in exchange for no delivery of a Product that complies with the terms of these ToU and is of an equivalent value to the sums requested;
8.1.7 send computer viruses, worms, Trojan horses, logic bombs or any other malicious program, file, or any other form of malware, intended to damage, interrupt, suspend, destroy and/or restrict the functionalities of any IT or telecommunication equipment;
8.1.8 carry out commercial or advertising activities of any kind (notably the sending of unsolicited promotional messages, contests, lotteries, exchanges), or solicit payments or online donations;
8.1.9 damage any computer system or illegally intercept any data or nominative information, or breach the security of systems and networks;
8.1.10 access, use or attempt to use another Member’s account, login and/or password, or, in any manner whatsoever, pretend to be another Member;
8.1.11 attempt to access all or part of the Service without authorisation;
8.1.12 impersonate another person, a Member, or an ARTISTE ONLINE employee or representative, insinuate that his statements and comments are supported or approved by ARTISTE ONLINE and/or use the Service to send or disseminate any content that could be harmful to ARTISTE ONLINE in any manner whatsoever;
8.1.13 do any of the following, when accessing and using the Service: requesting, or in any case trying to collect, obtain or store personal data, passwords, account information, or any other type of information relating to the other Members;
8.1.14 conceal or disguise the origin of communications;
8.1.15 use data mining tools, bots or any other similar tools for collecting and extracting Platform-related data;
8.1.16 restrict, suspend, or prevent any person from using or accessing the Platform and/or the Service, or interrupt its access to the Platform and/or the Service, including, but not limited to, act in any manner whatsoever in order to interrupt real-time discussions between Members;
8.1.17 hinder the operation of the Platform and/or the Service, the servers, or the network connections to the Platform and/or the Service;
8.1.18 take any action that would be likely to result in ARTISTE ONLINE being held liable, or in losing the benefit of all or part of the services of ARTISTE ONLINE’s partners and services providers, notably its Internet service providers, payment services providers, financing partners/and or storage partners;
8.1.19 do anything that would be likely to harm the image and/or reputation of ARTISTE ONLINE or the Platform and/or to constitute acts of unfair competition or free riding vis-à-vis ARTISTE ONLINE, any other Member and/or third parties;
8.1.20 breach the requirements, procedures, policies or regulations relating to the networks that are connected to the Platform and/or the Service.
8.2 More generally, the Member undertakes to refrain from any act or action that would be likely to infringe third party rights, applicable laws and regulations, and/or any contractual provision that is binding on the Member, in any other manner.
9 EFFECTIVE DATE OF THE ToU – TERM OF THE ToU
9.1 Vis-à-vis the User, these ToU take effect on the User’s first access to the Platform, and they shall remain valid for the whole duration of the User’s navigation through the Platform.
9.2 As an exception to the foregoing, these ToU take effect on an indefinite-term basis vis-à-vis any Member, as from the Member’s registration, unless these ToU are terminated in accordance with article 16 of these ToU.
10 DATA COLLECTION AND PROCESSING
10.1 ARTISTE ONLINE, in its quality as a data controller, collects and processes personal data relating to the Users and the Members for the purposes of managing the relationship with these Users and Members.
10.2 The modalities for collecting and processing the Users’ and Members’ personal data are detailed in the ARTISTE ONLINE privacy policy, which is available on the Platform and is incorporated in these ToU. Any questions regarding the management of personal data can be addressed to ARTISTE ONLINE by emailing support@artiste-online.com
11 PERSONAL DATA SUBPROCESSING
In the course of providing any CRM functionalities to Artists, ARTISTE ONLINE may process Third Party Data. The Parties acknowledge and agree that ARTISTE ONLINE processes Third Party Data as a data processor, solely on behalf of the Artist, in accordance with their instructions and under the sole responsibility of the latter. ARTISTE ONLINE’s data processing agreement governs the processing of such Third Party Data by ARTISTE ONLINE. This data processing agreement is incorporated by reference into these Terms and Conditions and forms an integral part thereof. For the avoidance of doubt, in the event that the person whose Third Party Data is processed by ARTISTE ONLINE becomes a Member of the Platform, the Personal Data concerning them will then be processed by ARTISTE ONLINE as a data controller, in accordance with Article 11 of the Terms and Conditions.
The Artist, in their capacity as data controller, warrants to ARTISTE ONLINE that they have complied and will comply with all of their obligations relating to the collection and processing of Third Party Data in accordance with the Personal Data Legislation. The Artist shall indemnify ARTISTE ONLINE for all consequences of the Artist’s failure to comply with their obligation under this section. The Artist shall pay directly to ARTISTE ONLINE all sums, including any administrative penalties, judgments, court costs, attorney’s fees and other amounts that may be owed in connection therewith (or shall reimburse ARTISTE ONLINE upon first request).
In any case, in the event that (a) the processing activities related to Third Party Data implemented by ARTISTE ONLINE under the GTC are to be interpreted under the Personal Data Legislation as being implemented by ARTISTE ONLINE and the Artist acting as co-controllers and/or (b) a supervisory authority, a court or any other administrative, governmental or judicial authority were to consider that ARTISTE ONLINE and the Artist are acting as co-controllers The Parties agree that, given the way in which the processing of such Third Party Data is implemented, it is the Artist’s responsibility to comply with all the obligations provided for by the Personal Data Legislation, and in particular the obligation of lawful, fair and transparent collection, the obligation to inform the persons concerned and the obligation to allow the persons concerned to exercise their rights. The Artist undertakes to guarantee ARTISTE ONLINE of the respect of this obligation and to indemnify ARTISTE ONLINE, under the conditions provided for in article 12.3 of these TOU, in case of violation of this article.
12 COMPLAINTS
12.1 Subject to the other provisions of the ToU, any complaints will be managed directly between the Buyer and the Artist from their respective accounts, ARTISTE ONLINE having no obligation at all to intervene (unless provided otherwise in these ToU).
12.2 The Artist undertakes to act with due care and diligence to properly resolve any complaints, and, as the case may be, in accordance with the requirements mentioned on the Platform.
13 OWNERSHIP OF THE PLATFORM – RIGHT OF USE
13.1 The intellectual property rights in the Platform and the Service, including in their respective content, texts, illustrations, photographs and images, as well as in any other visual and audio elements, including the underlying technology used (the “Elements”) are the exclusive property of ARTISTE ONLINE and/or of third parties that are contractually bound with ARTISTE ONLINE. The Platform, the Service and the Elements contain trade secrets and proprietary confidential information.
13.2 Notwithstanding the foregoing, any Content supplied by a Member is and remains the property of that Member, subject to the license that is granted by each Member to ARTISTE ONLINE and to the Users in accordance with article 14 of these ToU, and subject to ARTISTE ONLINE’s rights to Personal Data and Third Party Data collected and/or processed under the ToU.
13.3 Subject to the User’s compliance with the terms and conditions of these ToU, ARTISTE ONLINE grants a limited, personal, non-exclusive, non-transferable, non-assignable, license to the User, without any possibility of sub-license, to access and use the Platform, such license being granted for the duration of the ToU and for the territory on which the User is located. The licensed right of access and right to use enable the User to display all or part of the Platform and the Service in the context of this access and this use, for the whole duration of use of the Platform and/or the Service. To the extent permitted by law, any right that is not expressly licensed herein is expressly reserved by ARTISTE ONLINE and/or its licensors and partners.
13.4 The User is only authorised to access and use the Platform and/or the Service for commercial reasons (depending on their Member or non-Member profile), and for their own internal needs (unless the ToU provide otherwise). The Member is responsible for any use that is made by any person who uses the Member’s login and password to access the Platform. To the extent permitted by applicable law, any other use that is not expressly authorised herein is expressly reserved by ARTISTE ONLINE and/or its licensors and partners.
13.5 Hyperlinks to the Platform, which use techniques such as framing or in-line liking, are strictly forbidden.
13.6 The User hereby accepts not to remove and/or delete copyright notices, trademark notices, and/or notices of any other property rights, that would be mentioned on the Platform and/or the Service.
14 LICENSE ON THE CONTENTS
14.1 Each Member undertakes to publish Content on the Platform in compliance with these ToU and with any legal and/regulatory provisions in force.
14.2 In publishing a Content through the Platform, the Member hereby grants to:
14.2.1 ARTISTE ONLINE a free, non-exclusive, assignable, transferable, sub-licensable, worldwide license, for the whole duration of these ToU, so as to use, reproduce, represent, display, format, publish, and disseminate the Content in the context of the making available of the Platform and the Service, and to carry out any other act or activity in relation with such display, reproduction, representation, formatting, use, publication and/or dissemination, that is necessary or useful in the context of the provision of the Platform and the Service, on any other media (notably on any tangible or digital medium, in any press or financial release or publication, presentation material, promotional and/or advertising material, website), by any means, without restriction as to the number of copies, for internal, storage, advertising, promotional, marketing, communication, public relations purposes and for the purposes of implementing any partnerships or sponsorships with ARTISTE ONLINE’s partners. The Member acknowledges that no use of its Content, which was made by ARTISTE ONLINE prior to the Member’s deregistration, the deletion or closure of the Member’s account, or the termination of these ToU, may be challenged by the Member;
14.2.2 ARTISTE ONLINE a free, non-exclusive, assignable, transferable, sub-licensable, worldwide license, for the whole duration of the intellectual property rights, to use, reproduce and display the Contents in the aim of aggregating them, compiling them, anonymising them and/or using them in any other form or format that does not make it possible to attribute them to, or associate them with, the Member, for statistical, research, analysis purposes and for the purposes of improving the Platform and/or the Service;
14.2.3 any User, directly, a free, non-exclusive, personal, non-transferable, non-sub-licensable, worldwide license, for the whole duration of the Member’s membership, to reproduce and represent the Content through the Service, for personal and/or professional purposes (depending on whether the User is a Member or not).
14.3 The Member acknowledges that their Content may be viewed on the Platform by any User who can access the Products.
14.4 The Member warrants that they are the exclusive owner, for the duration of the rights granted to ARTISTE ONLINE and the Users, and for the whole world, of all of the rights necessary to exploit their Contents as provided herein, or that they hold the required rights to grant the licence described herein.
14.5 In this respect, the Member shall indemnify ARTISTE ONLINE, on first demand, with respect to any claim or action that may be taken or brought, on any account whatsoever, on the occasion of the exercise of the rights granted hereby to ARTISTE ONLINE and/or the Users, by any person who would consider having any rights to claim in all or part of the Contents published by the Member and/or in their use by ARTISTE ONLINE and/or the Users. The Member accepts to indemnify ARTISTE ONLINE in the event a third party would make such a claim or take such an action against ARTISTE ONLINE, and to bear any consequences, including financial consequences, that may result therefrom.
14.6 The Member is and remains solely liable for the Contents they publish or disseminate through the Platform, and for their compliance with applicable laws and regulations. ARTISTE ONLINE shall in no way be held liable for these Contents. In this respect, the Member is informed that their Contents are neither verified nor controlled by ARTISTE ONLINE prior to their online publication. ARTISTE ONLINE’s part shall be limited to hosting these Contents through the Platform and the Service.
14.7 ARTISTE ONLINE reserves the right, without prior notice nor indemnity, to modify or delete any Content that would be in breach of any provision of these ToU, to close or to delete the Member’s account, and to terminate these ToU with immediate effect, in the conditions set out in article 16.2.
15 PROVEN FRAUD
In the case of proven fraud (fraudulent copy, handling of stolen property, illegal import, etc.), or upon request, ARTISTE ONLINE reserves the right to disclose all necessary information, including personal information, to the competent authorities in charge of punishing these frauds and offences, notwithstanding any other recourse.
16 TERMINATION
16.1 The right of access to the Platform, the Service, and all rights and obligations deriving from these ToU may be terminated at any time by ARTISTE ONLINE, without a specific reason, by e-mail or through the Platform. Any termination in accordance with the terms of this article 16.1 will be effective only on the date of full payment of all sums owed by the Member in accordance with the terms of these ToU.
16.2 Without prejudice to any other remedies, ARTISTE ONLINE reserves the right to terminate the right of access to the Platform, the Service, and all rights and obligations deriving from these ToU as of right, with immediate effect, in the following situations, such situations being described as serious breaches:
16.2.1 in case of a breach of the articles 2.2, 5, 7, 9, 13, and 14 ;
16.2.2 if ARTISTE ONLINE is unable to verify or authenticate the information given by the Member, and the Member fails to follow up on ARTISTE ONLINE’s requests for verification and/or authentication;
16.2.3 if the Member’s acts are likely to result in ARTISTE ONLINE, the Member, any other User, or any ARTISTE ONLINE partner being held liable;
16.2.4 in case the Member’s behaviour is in breach of the service level agreement relating to the Platform, is potentially harmful for, detrimental to, and/or unfair for the Platform, ARTISTE ONLINE and/or any Member.
16.3 Without prejudice to article 16.2, in the event a Party is in breach of any one of its obligations under the ToU, the other Party may terminate the right of access to the Platform, the Service, and all rights and obligations deriving from these ToU immediately and as of right, following a formal notice to remedy the relevant breach that remained unsuccessful for fourteen (14) days.
16.4 In the event of termination in accordance with the terms of this article, the Member’s account will be closed automatically, the Member’s access to the Platform will be disabled, and the Member will no longer have access to the Service, all as from the effective date of termination as provided for in this article 16. Consequently, the Artist’s Products shall no longer be accessible on the Platform, and the Artist’s account will be disabled and be removed from the Platform search results, all as from the effective date of termination. Finally, any sum that is owed by the Member shall become immediately due and payable. The termination will have no effect on the orders for Products that are in progress, such orders remaining subject to the terms of these ToU.
16.5 In the event of termination for whatever reason, it is expressly agreed by the Parties that any provisions, by essence, are intended to survive the termination of these ToU, whatever the reason for such termination, will remain in force for the duration that is applicable to such provisions.
16.6 At a Member’s request until the effective date of termination, the Contents may be exported in a format and on financial terms to be agreed, as appropriate, between the Parties. After the effective date of termination, ARTISTE ONLINE reserves the right to delete the Contents at any time, subject to the license granted on the Contents in accordance with article 14.
17 LIABILITY
17.1 The Parties shall be responsible for any harmful consequences that may result for the performance or non-performance of the obligations that are incumbent upon them hereunder. Each Party expressly agrees that they may only be held liable for the direct damages resulting from a non-performance of these ToU that is attributable to them.
17.2 ARTISTE ONLINE only has a ‘best efforts’ obligation as regards the making available of the Platform and the Service. ARTISTE ONLINE, in its capacity as the host of Contents made available online by Members, accepts no liability whatsoever for the Contents published by the Members through the Platform, as ARTISTE ONLINE carries out no prior control of these Contents.
17.3 Save if a proven fault can be attributable to ARTISTE ONLINE, ARTISTE ONLINE shall not be held liable for any damage potentially suffered by a User because of the use, or the impossibility to use, all or part of the Platform. ARTISTE ONLINE shall not be liable either for any consequences which would have been caused by the internet network or by the User’s information system, such as a possible malfunctioning, failure or breakdown, delay, or interruption of access to the electronic communications network, including the Internet.
17.4 ARTISTE ONLINE’s liability won’t be incurred in the event the non-performance or late performance of any one of its obligations would be attributable to an event or circumstance that is beyond ARTISTE ONLINE’s control, and that could not have reasonably been foreseen at the time when these ToU were accepted, and which effects could not be avoided using appropriate measures (force majeure).
17.5 In any event, except applicable legal provisions, ARTISTE ONLINE’s liability to the Artist in the event of a breach of any one of ARTISTE ONLINE’s obligations hereunder, for all causes and whatever the circumstances, shall not exceed the higher of:
the aggregate amount of commissions actually paid by the Member to ARTISTE ONLINE during the twelve (12) months preceding the event which resulted in the damage; or
five hundred (500) pounds sterling incl. tax.
17.6 ARTISTE ONLINE will in no case be held liable for indirect damage suffered by the User, nor for any lost profit, loss of turnover, loss of anticipated savings, loss of goodwill, loss of customers, damage to reputation, or loss of data.
17.7 Each User is invited to notify ARTISTE ONLINE in the event of a breach of these ToU, notably in the event this User would note that Products not complying with the terms of these ToU are offered for sale. The User is invited to notify ARTISTE ONLINE by email at support@artiste-online.com
17.8 The Artist shall also be solely responsible for the performance of the sales contracts entered into with Buyers through the Platform, as long as ARTISTE ONLINE’s liability for the non-performance or poor performance of the sales contract is not proven by the Artist. Consequently, the Artist undertakes to indemnify ARTISTE ONLINE with respect to any liability, claim, suit, or proceedings brought against ARTISTE ONLINE by a User, a Member, a Buyer or a third party, or by any administrative authority, in connection with the non-conformity of a Product to applicable regulations, with the non-compliance with economic regulations, the use of the Products, or the performance of the sales contract between the Artist and any Buyer. The Artist therefore undertakes that they will be directly responsible for, or that they will reimburse ARTISTE ONLINE upon demand for, the payment of any sums, including any sums awarded in court, court costs, lawyers’ fees, and any other amounts that would be due in this respect
17.9 The Artist undertakes to take public and professional liability insurance with an insurance company known to be solvent, to cover the liability the Artist may incur, on any legal basis whatsoever, for the damages of any kind the Artist may cause in the context of the performance of these ToU. The Artist will provide ARTISTE ONLINE, upon request, with supporting evidence of the taking of such insurance.
18 EVIDENCE
18.1 The Parties acknowledge that ARTISTE ONLINE’s disclosure of the recordings on ARTISTE ONLINE’s servers, which relate to the use of the Platform, including notably the Members’ nominative access codes, connection logs, and any documents and e-mails exchanged via the Platform or in the context of these ToU and stored on ARTISTE ONLINE’s servers, shall be considered proof between the Parties.
19 ASSIGNMENT
19.1 No Party may transfer, assign, or otherwise dispose of, all or part of its rights or obligations, or the ToU, with or without consideration, save with the other Party’s prior written consent.
19.2 As an exception to the aforementioned, ARTISTE ONLINE may freely transfer, assign, or otherwise dispose of all or part of its rights or obligations or the ToU, as part of a restructuring (including any merger, absorption, transfer or contribution of all or part of its assets, direct or indirect change of control).
20 GENERAL PROVISIONS
20.1 ARTISTE ONLINE shall be entitled to sub-contract all or part of its obligations to any third party subcontractor of its choosing. ARTISTE ONLINE remains liable for these subcontractors’ actions and omissions. It is expressly agreed by the Parties that ARTISTE ONLINE’s payment services providers are independent from ARTISTE ONLINE and do not act as a subcontractor of ARTISTE ONLINE. Therefore, ARTISTE ONLINE shall not be held liable to the Member for the actions or omissions of payment services providers.
20.2 Unless expressly provided otherwise, these ToU shall not be interpreted as making a Party the attorney, agent, or representative of the other Party, nor as constituting memorandum and articles of association. The Parties’ willingness to be part of a company (affectio societatis), as well as any joint and several liability toward third parties or between the Parties are specifically excluded. So, each Party undertakes to refrain from doing anything that may mislead a third party in this respect, and to make no commitment, nor provide any guarantee, on behalf of the other Party, unless expressly provided otherwise in this contract.
20.3 In case of difficulties of interpretation between any one of the headings given to the articles of these ToU and any one of the provisions of these ToU, the headings will be declared non-existing.
20.4 For the performance of all of the terms hereof and for any consequences hereof, the Parties choose their respective registered addresses as their domicile. Any change of the address chosen by a Party for the aforementioned purposes will be enforceable against the other Party only if such change of address is notified to that other Party by e-mail or through the Platform (if the option is available).
20.5 In the event any provision of these ToU were found null, invalid or unenforceable by any court whatsoever in a final decision, that provision shall be deleted without this resulting in the nullity of the ToU as a whole. The other provisions of the ToU shall remain unchanged and shall continue to apply.
20.6 No forbearance, waiver or omission, regardless of the duration and number of them, in claiming/to claim the existence or a total or partial breach of any one of the provisions of these ToU shall constitute a change, a deletion of this provision, or a waiver to invoke a prior, contemporaneous or later breach of the same provision or of other provisions. Such a waiver shall be of no effect unless it is expressed in a written document signed by the person who has been duly authorised to that end.
20.7 ARTISTE ONLINE, on the one hand, and the Member, on the other hand, are independent parties, each of which acting in its own name and on its own behalf. Unless expressly provided otherwise, these ToU create no bond of obedience, mandate, partnership, joint venture, employer/employee, principal/attorney, or franchisor/franchisee relationships between ARTISTE ONLINE and each Member.
20.8 These ToU are drafted in English. In the event these ToU would be translated into one or several other languages, the English version shall prevail.
21 APPLICABLE LAW – JURISDICTION
21.1 These ToU shall be governed by and construed in accordance with the laws of the United Kingdom.
21.2 EXCEPT AS OTHERWISE PROVIDED BY LAW, ANY DISPUTE RELATING TO THE VALIDITY, INTERPRETATION, PERFORMANCE, OR THE FULL OR PARTIAL TERMINATION OF THE COMMERCIAL RELATIONSHIPS SHALL BE REFERRED TO UK COURTS, WHICH WILL HAVE EXCLUSIVE JURISDICTION.
Updated December 2024
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