Art Hire Agreement – Supplier and Client
1. Supplier General Obligations
The Supplier will make the Art available for hire (the Art Hire Services) to the Client for the Term in accordance with these Terms and Conditions of this Agreement.
2. Client General Obligations
a) The Client acknowledges that from the Commencement Date the Art shall be in its care, custody and control but title to the Art shall remain with the Artist at all times.
b) The Client agrees that the Art, whilst in their care, custody and control, will remain free from any damage. In the event damage occurs during this time the Client shall be liable for the full value (as set out in the Details Table) of replacing the Art.
3. Hanging Services
c) In the event the Client requires Hanging Services the Client agrees to provide all hanging instructions in writing in the Details Table.
d) In hanging the Art, the Supplier shall not be held liable for any damage, loss, cost or expense resulting from the hanging of the Art in the Premises and in particular, the result of any error in the instructions to hang the Art.
e) If the Client requires the Supplier to remove the Art from the Premises, the Client acknowledges that the Supplier shall not be required to undertake any restoration works to return any surface to its original condition before the Art was hung.
f) The Client indemnifies the Supplier from any damage, loss, cost or expense associated with the installation, hanging or removal of the Art at the Premises.
g) If the Parties agree that Hanging Services will be provided to the Client, the Client agrees to provide the Supplier with access to the Premises, including if applicable, any security passes and/or car parking.
a) The Client agrees to hire the Art for the Term.
b) The Client acknowledges that the Term shall automatically renew for a further twelve (12) months unless the Client provides notice thirty (30) days before expiry of the initial Term that it does not wish the Term to automatically renew.
3. Fees and Purchase of Art
a) The Client agrees to pay the Monthly Rental Fee in equal monthly instalments which shall be payable one month in advance.
b) In the event the Client is late or fails to make payment for more than sixty (60) days, the Supplier shall be entitled to terminate this
Agreement immediately and the Art shall be returned to the Supplier within fourteen (14) days.
c) In the event the Client (or another individual) wishes to purchase the Art, the Client (or that individual) may do so at the end of the current Term (or pay the remaining Monthly Rental Fees due for the Term).
d) Upon the sale of the Art the Supplier shall be entitled to charge a brokerage fee of twenty percent (20%) of the value of the Art which shall be payable by the Client (or the individual).
During the Term, the Client must effect and maintain appropriate insurance to ensure that the the full replacement value of the Art is covered in the event of any damage, loss, theft to the Art or any other event which would result in an insurance claim.
4. Indemnities and Limitation of liability
Liability and Indemnities
a) Each party must indemnify and keep indemnified the other party against any claim, liability, loss and/or costs incurred by or made against the other party arising or in connection with:
i. any malicious, negligent or wilful act or omission; and/or
ii. any damage to any property, or death or personal injury to any person. Consequential Loss b) Notwithstanding any other provision of these Terms, both Parties will not be liable to the other for any loss of profits, turnover, business opportunities or goodwill (whether direct or indirect, except if that loss is in connection with wilful default.
Limitation of Liability
c) Save for clause 2(b), the Supplier’s aggregate liability under this Agreement whether in contract, tort or otherwise, and including any indemnity, is limited to the Monthly Rental Fee payable for the Term.
a) The Parties must not disclose Confidential Information to any third party or use or reproduce it other than for the performance of the Agreement, or if required by law.
b) The Parties must safeguard the Confidential Information.
c) When the Agreement ends, the Parties must return the Confidential Information.
d) Confidential Information means information belonging to one party which is disclosed to the other party in relation to this Agreement or obtained in the course of the provision of the 4 Art Hire Services and which was not already known by the other party or already in the public domain.
a) The Supplier may terminate the Agreement immediately by written notice if the Client:
i. is unable to pay its debts when they are due, or it is involved in solvency/insolvency proceedings or processes;
ii. ceases to carry on business; and/or
iii. fails to make payment for more than sixty (60) days in accordance with clause 5(b).
b) If a party breaches an essential term of the Agreement, the other party may give notice in writing requiring the breach to be remedied within seven (7) days. If it is not remedied, the party giving the notice may terminate the Agreement.
c) The Supplier may terminate the Agreement on fourteen (14) days’ notice for any reason and the Client agrees to pay the Monthly Rental Fee (or that proportion of the Monthly Rental Fee) owing up until the date of termination. d) Termination of the Agreement does not affect accrued rights or remedies. e) Upon termination of this Agreement, the Client shall return the Art within fourteen (14) days.
Any amendment to the Agreement must be in writing and signed by both Parties.
In the event of any inconsistency between these Terms and Conditions and the Details Table, these Terms will apply, except in respect of the Special Conditions, which will prevail over these Terms.
9. No Wavier A party may only waive a breach of this Agreement by notice in writing.
10. Dispute Resolution
a) A party must not commence any court or arbitration proceedings relating to a Dispute unless it has complied with this clause.
b) A party claiming that a Dispute has arisen must promptly notify the other in writing giving details of the Dispute. On receipt of a notification, the Parties must use reasonable endeavours to resolve the Dispute.
c) If the Dispute is not resolved within seven working days, the Parties must refer the Dispute to the Parties’ respective Managing Director, or Chief Executive Officer (or any person in an office of similar designation). Each party must ensure that its representative uses reasonable endeavours to resolve the Dispute within fourteen working days. d) Each party must bear its own costs of complying with this clause and comply with its obligations under this Agreement during the dispute resolution process.
11. Force Majeure
a) Where any party is unable, either wholly or in part, to carry out any obligation under this Agreement due to an act of God, flood, earthquake, storm, cyclone, fire, explosion, epidemic, war, embargo, riot or civil disturbance which affects the supply of the Art Hire Services, which are beyond the reasonable control of that party and that party could not take reasonable measures to prevent (“Force Majeure Event”) that party will notify the other party of the occurrence of the Force Majeure Event, and use all reasonable endeavours to remedy the effect of the Force Majeure Event, and to continue the obligations under this Agreement.
b) The time required for the performance of any obligations of the party relying on this clause will be extended for a period equal to the period that they are affected by any such Force Majeure Event.
c) If the delay or non-performance of the obligations continue for more than 30 days, the other party may terminate this Agreement by 30 days’ notice in writing.
12. Entire Agreement
This document contains the entire agreement between the Supplier and the Client in relation to its subject matter and supersedes all prior agreements, representations or understanding.
Any provision of this Agreement which is illegal, void or unenforceable will be ineffective only to the extent of that illegality, voidness or unenforceability without invalidating the remaining provisions.
This Agreement may be executed in counterparts and those counterparts taken together constitute one and the same instrument.
15. Governing Law and Jurisdiction
This Agreement is governed by the laws of South Australia. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction in South Australia.
16. Definitions and Interpretation
The following terms have the meaning indicated in the Details Table: “Supplier”, 5 “Client”, “Commencement Date”, “Monthly Rental Fee” and “Special Conditions”. Agreement means this Agreement, and includes any Attachments referred to in the Details Table. Art means the art that is owned and created by the Artist to be hired by the Client from the Supplier; Artist means the creator and owner of the Art. Art Hire Services has the meaning given to it in clause 1. Details Table means the table at the front of the Agreement. Dispute means a dispute, difference or question relating to this Agreement including without limitation any dispute, difference or question relating to the breach, termination, validity or subject matter of this Agreement or the circumstances leading to the entry by the Parties into this Agreement or any claim, whether in tort, in negligence, equity, under statute or otherwise. Hanging Services means the services that the Supplier provides to hang the Art at the Premises. Parties means the Supplier and the Client together. Premises means the premises as identified by the Client for the hanging of the Art. Term means the date set out in the Details Table.
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