General Terms and Conditions for JUSTART
1. Scope of Validity
(1) The following document contains the Terms and Conditions for the use of the internet platform “justart-kunstvermittlung” and constitute the contractual relationship between
JUSTART
Neukirchen & Meyer zu Riemsloh GbR
Represented by Jutta Meyer zu Riemsloh and Dr. Stefan Neukirchen
Welte 90
48249 Dülmen
Germany
+49 2541 97 13 813
(hereafter referred to as JUSTART)
and the Customer of JUSTART. Customers of JUSTART, while using the platform are referred to as Vendor, however in relationship to JUSTART and in this document they are referred to as “Customer”.
(2) The use of the platform for the sale of works of art and the associated services from JUSTART is exclusively for natural or legal persons or joint partnerships with legal capacity, who are acting on behalf of their commercial or self-employed / freelance occupation. JUSTART explicitly states that contractual relationships will be entered into exclusively with business operators.
(3) Bidders on the Platform can also be Users; however the legal relationship in these Terms and Conditions is not between JUSTART and Bidders/ Users, but between Vendors and JUSTART. Please refer to the appropriate Terms and Conditions.
(4) The entire contractual relationship between JUSTART and the Customer shall be based exclusively and bindingly on these Terms and Conditions; conflicting or varying Terms and Conditions of the Customers are only applicable if JUSTART has consented to them in writing by way of an explicit reference.
2. Contract with JUSTART; Applications with JUSTART; User account
(1) Vendors (e.g. Artists, Collectors, Galleries) should contact JUSTART for registration and use of the Platform.
(2) To apply for the Platform, the Vendor must send a portfolio to JUSTART containing photos of the works of art the Vendor intends to offer for sale, a resume, and a short overview of important solo or group exhibitions. Applications will be generally only accepted from Vendors who have completed a relevant degree at an art academy, who possess a diploma from a private institution or art academy, or who have a comparable international degree or certificate. JUSTART will also accept at their own discretion applications from Vendors who can prove a high degree of prominence (for example, that their works could be sold at auction and/or sold in galleries). The requirement to send an overview of important solo or group exhibitions is lifted for Vendors who have completed their studies or academy education shortly before they submit their application to JUSTART. JUSTART reserves the right to request further verification or to provide access to the platform even if the above conditions are not met; however there is no claim in this regard.
(3) The ability for a Vendor to contact JUSTART does not mean an offer of contract for the use of the platform from JUSTART. The submittion of an application does not entitle the Vendor to an offer of legal agreement from JUSTART. JUSTART reserves the right to review received applications and at the end of the review to contact the Vendor regarding the formation / agreement /signing of a contract.
(4) Vendors must be of full legal capacity in order to apply for use of the Platform.
(5) If JUSTART determines that the requirements listed in paragraph 2 are met, JUSTART will send an offer for the formation of a contract through which the Vendor can accept these Terms and Services and the payments listed under Membership Fees in these Terms and Services (Conclusion of Contract).
(6) The Vendor receives login credentials from JUSTART for the platform containing user account information following the conclusion of the contract.
3. Subject Matter of the Contract
(1) The subject matter of the contract is determined by the proposal and these Terms and Services.
(2) Vendors are granted the ability to post works of art on the platform provided by JUSTART and to list those works for sale. Vendors are granted the ability to post 20 artworks (exceptions subject to specific contracts) on the platform for the period determined by the term of the contract.
(3) The listing of additional artworks is only possible in conjunction with an annual membership, and for which a separate fee is levied in addition to the initial annual membership fee. The separate fee is assessed discretionarily by JUSTART and for which an additional, separate contract will be concluded unless the conditions are covered by the main contract agreement between the parties.
(4) The Vendor can post pictures, descriptions, and asking price on the provided listing space. Buyers are then able to send inquiries regarding works of art posted on the Platform.
(5) Buyers cannot register on the Platform. JUSTART receives the inquiries from potential Buyers and gauges the seriousness of the purchase intent. If JUSTART determines through their checks that the inquiry is from a Buyer with an intent to purchase then JUSTART with forward the contact information (first and last name, e-mail address, and/or telephone or fax number where appropriate) of the Vendor to the potential Buyer for the purpose of establishing contact. The potential Buyer and the Vendor then have the ability to communicate and agree on the details of the purchase. Details regarding the handling of contact information are specified in JUSTART’s Privacy Policy.
(6) The Vendor is responsible for the conclusion of purchase agreements with Buyers or potential Buyers who used JUSTART. The Vendor is therefore responsible for fulfilling the claims related to a purchase with regards to the Buyer and to observe the existing rights, in particular statutory warranty rights and the provisions on any statutory right of withdrawal for consumers in relation to the Buyer. JUSTART is not a participant in any agreements made or future agreements between the Vendor and the Buyer; notably JUSTART does not receive any commission from either Vendor or Buyer, and is financed solely from Vendors’ annual membership fees. The Vendor is advised that a contract with a Buyer via the platform may already be concluded if the Vendor replies with a simple “yes” to an offer for a contractual object with a price submitted by the Buyer. For this reason, the Vendor is required to carefully review service descriptions and offers.
(7) JUSTART is, at the Vendor’s request, available to assist with setting a price for artwork; however, such information is purely discretionary information and does not entail any liability for a realizable purchase success or that a higher price could not actually be obtained.
(8) Similarly, upon the Vendor’s request JUSTART can make suggestions regarding the transport of artworks, for instance suggesting an appropriate transport company, or by suggesting an art expert in the event of ambiguities.
(9) The services offered in (7) and (8) exist over and above the legal Terms and Conditions and are without the existence of a contractual obligation.
(10) No Legal Entity or Person nor any other concern is formed with JUSTART and the Vendor through the use of the Platform
(11) The Vendor is not authorized to represent themselves as a commercial agent nor as an otherwise authorized representative of JUSTART.
(12) JUSTART aims to have the Platform and the therewith associated services and functionalities available at all times. Nevertheless, occasional periods of disconnection, the need to install updates and improvements, and other temporary technical restrictions regarding the availability of the site do not justify any claims against JUSTART.
(13) JUSTART alone is responsible for ranking listings. Works can be posted on the home page or given prominence at JUSTARTs discretion. JUSTART is authorized to sort results using programming logic. JUSTART also reserves the right to make the prominent placement of offers on the platform dependent on additional services that are subject to a fee. In principle, Vendors themselves are obliged to promote their offers, e.g. by means of links to the JUSTART offer.
4. Vendors’ Rights and Responsibilities
(1) The Vendor is required to always give full and honest information in their submissions (application documents, art work portfolio). JUSTART moderates and confirms the contents of the Vendor’s statements generally only to avoid duplications, to ensure the discernibility/visibility of the artworks, and maintenance of the platform. Content control in the traditional sense only occurs should a third party inform JUSTART of unlawful content or if necessary for moderation with regards to paragraph (2).
(2) The Vendor is responsible for preparing the texts which accompany an offer and must observe applicable legal regulations. The Vendor is advised in particular that offers must contain a legal notice, and that any regulations applicable to consumers must be observed before the contract is concluded.
(3) The Vendor must refrain from the following actions regarding the transfer or upload of content as well as any other use of the platform:
a. offers of counterfeits, reproductions, or copies;
b. offers of works of art that the seller is not entitled to sell or that themselves violate the rights of third parties;
c. uploading, posting, or otherwise transmitting or sharing material which is pornographic, racist, bigoted, extremist, counter to the Youth Protection Act or Data Protection Act, damages the rights of third parties (including brand, creator, design law) and/or infringes on other rights or contains fraudulent content;
d. publishing or making available content that insults or defames other participants or third parties;
e. dissemination of junk mail, link spam, or chain letters;
f. dissemination of viruses, Trojan horses, or similarly malicious software;
g. to communicate suggestive, indecent, sexually oriented, obscene or defamatory content and to refrain from any communication of content that promotes or supports racism, fanaticism, hatred, physical violence or other illegal activities (explicitly and implicitly);
h. to induce JUSTART, other Vendors, or third parties to disclose passwords or other personal information and to use them for commercial or illegal purposes.
(4) The Vendor acknowledges that the intentional or negligent transmission of illegal content or such that is likely to damage JUSTART, other Vendors, or interested parties and buyers in a financial, software/technical or defamatory manner can be rejected by JUSTART without giving reasons. If such content is repeatedly transmitted or in particularly serious cases, JUSTART reserves the right to revoke the Vendor’s access to the platform and to lock or delete the user account. JUSTART reserves the right to assert claims for injunctive relief and/or damages.
(5) JUSTART reserves the right to lock or delete at any time and with no prior notice user accounts for which blatantly incorrect information was given regarding the application. JUSTART also reserves the right to claim damages or other claims resulting from false information.
(6) When choosing the password for their user account, the Vendor must observe the guidelines for assigning secure passwords in order to protect this password against misuse. To this end JUSTART recommends a password length of at least twelve (12) characters, contains both upper and lower case characters and at least one digit and one symbol. The sharing of this password is prohibited. Insofar as JUSTART has indications that the Vendor is responsible for third-party use of access data, JUSTART reserves the right to take appropriate measures (locking or deletion of the account) and to claim damages against the Vendor.
(7) The user account is nontransferable.
(8) Photos of the art works are to be prepared by the Vendor, sent by e-mail to JUSTART, and subsequently uploaded to the platform by JUSTART. JUSTART may request that the image quality be improved, be made available in a specific resolution, or to other specifications. With the delivery of photographs, the Vendor grants JUSTART the right of use in connection with the platform and its advertising on all conceivable channels (including Social Media). Content usage rights are worldwide and for the duration of the contractual relationship plus any phasing-out period (storage or server retrieval via Deeplink) of up to three years after the end of the contract (calculated at the end of the year in which the contract ended).
(9) With regard to the works of art, the Vendor must provide JUSTART with the following information:
a. artist’s name
b. artwork title
c. date of artwork
d. dimensions (height x width x depth)
(10) If prices are given for the advertised works of art, these must prices be stated pre-tax and in euros (€).
5. Compliance with resale rights by the Vendor
(1) JUSTART explicitly acknowledges that compliance with the resale right is the responsibility of the Vendor and not of JUSTART.
(2) JUSTART therefore recommends that all Vendors who wish to sell works of art by other artists observe the resale right according to § 26 UrhG.
6. Membership; Fees
(1) Vendors of works of art take out a fee-based membership to place the contractually regulated number of works of art on the platform and can chose between the following membership periods at the stated conditions:
Collectors
1 - 4 artworks 300,00 € | 3 month
450,00 € | 6 month
700,00 € | 12 month
5 - 10 Artworks 350,00 € | 3 month
550,00 € | 6 month
800,00 € | 12 month
>10 Artworks 390,00 € | 3 month
590,00 € | 6 month
990,00 € |12 month
Artists
390,00€ | 3 month
590,00€ | 6 month
(2) All prices, whether stated in these General Terms and Conditions or on the website, are after deductions/after tax/net plus any applicable VAT.
(3) Applicable fees are due and payable in advance upon receipt of the access data for the platform.
(4) The applicable fees are to be transferred to the bank account specified by JUSTART.
(5) In the event of default (default ist schlimmer als arrears), JUSTART is entitled to charge interest at the statutory rate for the year. JUSTART expressly reserves the right to prove and claim a greater damage caused by delay of payment. See § 288 Abs. 3, 4 BGB.
7. Contract Period, Termination
(1) The contract period is based on the selected tariff.
(2) Subscription cancellations must be made with a notice period of one (1) month before the end of the contract period. Cancellations may be sent by e-mail or by post.
(3) Both parties reserve the right of termination without notice in exceptional cases. This applies in particular to culpable violations of these General Terms and Conditions or applicable laws.
(4) After termination of the membership or deletion of the Vendor’s account by JUSTART, the Vendor’s existing access to the functions of the platform will be revoked. The Vendor’s account will only be restored should the Vendor decide to recommence with the membership.
(5) JUSTART makes known that the termination of the contract or any other deactivation of the Vendor’s account will not have any effect on contracts with Buyers that have already been concluded by the Vendor. The Vendor remains bound by these contracts regardless of the existence of the contract with JUSTART. It is the Vendor’s responsibility to create and store their own backup of the contract texts and conversations with their Buyers or prospective Buyers.
8. Platform Rights
The rights of the platform belong exclusively to JUSTART. It is prohibited to save, copy, or share content from the platform which is legally protected without JUSTART’s prior express written consent.
9. Liability
(1) JUSTART is in no way involved in purchase agreements between Vendors and Buyers and is therefore not liable for late deliveries, damaged wares, late payments, return costs, and all other specifics related to the purchase contract concluded between the Vendor and the Buyer.
(2) JUSTART recommends that all Vendors who act as sellers to conclude a purchase contract with the Buyer, which regulates in particular the specifics described in paragraph 1 and also the provisions on consumer protection (e.g. right of withdrawal) and to take notice of the resale right of § 26 UrhG.
(3) The Vendor is solely and exclusively liable for the correctness of all information provided to JUSTART and listed on the platform, as well as the correctness of the provenance and the authenticity of the works of art. The Vendor is therefore responsible for any damage caused by incorrect or illegal information. If the information is incorrect, JUSTART can remove the artwork from the platform. In this case, reimbursement of fees already paid for the platform is barred. The Vendor is responsible for any damage resulting from incorrect information.
(4) The Vendor assures JUSTART that transmitted photos of the works of art are free of third-party rights. If the Vendor transmits photos owned by third parties, the Vendor expressly warrants that it is authorized to publish and reproduce the photos and to protect any third-party rights (e.g. copyrights, personal rights). If any rights of third parties are violated due to the violation of obligations according to sentences 1 and 2, the corresponding infringements of rights shall be borne by the Vendor. In such cases, the Vendor releases JUSTART from all demands and claims that are asserted due to the violation of such rights of third parties, insofar as the Vendor is responsible for the breach of duty. In addition, the Vendor must reimburse JUSTART for all legal costs and other damages arising from the violation of third-party rights.
(5) In relation to the Vendor, JUSTART excludes liability for breaches of duty due to minor negligence, provided these do not relate to essential contractual obligations, damage from injury to life, limb or health, or as relates to guarantees or claims under the Product Liability Act. The same applies to breaches of duty by JUSTART's statutory representatives and vicarious agents. In the event of damage caused in any other way, JUSTART is liable in the event of intent and gross negligence, also with regard to JUSTART's statutory representatives or vicarious agents, in accordance with the statutory provisions. The same applies to damage to life, limb, or health caused intentionally or negligently. In the case of property damage and financial loss caused by negligence, JUSTART and JUSTART's statutory representatives and vicarious agents are only liable if a material contractual obligation is breached, but the amount is limited to the damage that was foreseeable and typical for the contract at the time the contract was concluded. Essential contractual obligations are those whose fulfillment characterizes the contract and in which the Vendor can have confidence. The limitations of liability also apply to warranty claims. However, the liability limitations do not apply if a defect was fraudulently concealed.
10. Amendments to the General Terms and Conditions
(1) JUSTART reserves the right to amend these Terms with a reasonable notice period, provided that the changes are reasonable for the Vendor and take into account the interests of JUSTART. JUSTART will only make changes to the detriment of the Vendor for important reasons or if the Vendor is not significantly worse off than the agreements made when the contract was concluded and/or does not deviate significantly from them. JUSTART will notify the Vendor of changes by email.
(2) Intended changes to the General Terms and Conditions will be communicated to the Vendor by email at least six weeks before they come into effect. They are deemed to have been accepted if the Vendor does not object by email or in writing within two weeks before the announced effective date of the changes. JUSTART will inform the Vendor of this legal consequence.
(3) If the Vendor does not accept the changes to the Terms and Conditions, JUSTART has the right to suspend the Vendor’s account or to terminate the parts of the contract affected by the changes with a notice period of two months from the end of the month. JUSTART must exercise this special right of termination within one month of the user's objection.
11. Data Protection and Non-Disclosure
(1) Contract text and Vendor data are stored in compliance with the Data Protection Act. The separate Privacy Policy of JUSTART (www.justartprofessional.de) applies, which contains more detailed information on the collection, storage and processing of personal data.
12. Final Clauses
(1) The language of business and all contracts is German. In the case of a disagreement, conflict, or inconsistency between versions in different languages of a document, the document written in German is considered the correct version.
(2) The contractual relationship is governed exclusively by the law of The Federal Republic of Germany –the UN Convention on Contracts for the International Sale of Goods does not apply - even if the Vendor has a different country of residence.
(3) The parties agree on the registered place of business of JUSTART as the sole place of jurisdiction for all disputes. However, JUSTART is also entitled to bring legal cases in the jurisdiction where the Vendor is based.
(4) Verbal ancillary agreements do not exist. Changes and additions to these terms and conditions as well as any ancillary agreements to the contract established by these terms and conditions must be in writing, whereby an agreement by e-mail is sufficient. This also applies to any waiver of this stipulation requiring written form.
(5) Should one or more provisions of these General Terms and Conditions prove to be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The ineffective or unenforceable provision is to be replaced by an effective one that realizes the commercial/economic purpose of the ineffective provision as far as possible. The same applies to any gaps in the contract.
(Stand: 1.12.2023)