Sales Terms and Conditions

Background
(A) The Licensor is the absolute owner of the copyright of the artworks (Works).
(B) The Licensee wishes to exercise the rights of a producer and distributor in relation to the Works.
(C) The Licensor agrees to grant the Licensee a licence to acquire, distribute, and sell digital and print on demand copies of the Works as well as communicate the Works to the public under the terms of this agreement.

THE PARTIES AGREE AS FOLLOWS:
[1] Definitions
{1.1} In this agreement, unless the context requires otherwise:
(A) 'Date of agreement' means the date when this agreement has been agreed by both parties.
(B) 'Term' means the period specified in the Schedule.
(C) 'Territory' means the geographical region specified in the Schedule.
(D) 'Works' means the artworks owned by the Licensor specified in the Schedule.

[2] Licence
{2.1} In consideration of the payments made to the Licensor under this agreement, the Licensor grants the Licensee a non-exclusive licence for the distribution and sale of the Works for the purpose of fulfilling orders and marketing the Works.
{2.2} The licence under clause 2.1 applies for the Term in the Territory.
{2.3} The Licensee acknowledges that the Licensor owns and will continue to own all rights and interests in the Works, including the copyright in the Works.

[3] Representations, warranties and indemnities
{3.1} The Licensor represents and warrants that the Licensor:
(A) owns or has been granted all rights and interests in the Works necessary to grant the licence to the Licensee under this agreement; and
(B) has the power and capacity to enter into this agreement and to perform the Licensor’s obligations under this agreement.
{3.2}The Licensee represents and warrants that the Licensee:
(A) has the power and capacity to enter into this agreement and to perform the Licensee’s obligations under this agreement; and
(B) will promptly notify the Licensor of any claim or suit arising out of or in relation to the Licensee’s use of the Works, and the Licensee will defend any such claim at the Licensee’s expense.
{3.3} Each party will unconditionally indemnify and keep indemnified the other party against all losses, liabilities, costs and expenses (including reasonable legal expenses as between solicitor and client) that a party incurs as a result of or in relation to a breach of any of the other party’s representations or warranties under this clause.

[4] Payment
{4.1} The Licensee must pay the Licensor:
(A) 90% of the revenue generated by the sale of the item, excluding printing costs and additional amounts charged for taxes;
(B) Payment of generated revenue will be made at the end of each quarter. Revenue counts as generated once the Licensee has received the funds.

[5] Commercialization
{5.1} Licensee determines the date of the commencement of commercialization;
{5.2} Licensor determines the retail price of the item by setting the markup to be charged in addition to any printing costs;
{5.3} Licensee is completely free in all business matters and decisions concerning the production and distribution of the items created by the Licensee by Use of the Works.

[6] Termination
{6.1} The Licensor may terminate this agreement immediately by written notice to the Licensee if the Licensee:
(A) Goes beyond the scope of the licence granted in clause 2; or
(B) becomes insolvent, has a liquidator appointed, goes into administration (voluntary or otherwise), announces an intention, or has become subject to, a scheme of arrangement or a personal insolvency agreement; is declared bankrupt, ceases to carry on business or threatens to do so.
{6.2} Either party may terminate this agreement at any time by giving 3 months notice to the other party.
{6.3} On termination or expiry of this agreement:
(A) All rights revert back to the Licensor.
(B) The Licensee loses all the rights granted under this agreement.

[7] Disputes
{7.1} If a dispute or disagreement (Dispute) arises between the parties in connection with this agreement:
(A) one party must notify the other party in writing about the Dispute (Notice of Dispute); and
(B) Neither party may start any litigation or arbitration in relation to the Dispute until the parties have complied with this clause.
{7.2} The parties should meet, either via online service or in-person, within 14 calendar days after receipt of the Notice of Dispute and hold good faith discussions to attempt to resolve the Dispute.
{7.3} If the Dispute is not resolved within 28 calendar days after receipt of the Notice of Dispute, the parties agree to submit the Dispute to mediation according to the Arts Law Centre Mediation guidelines current at that time (Guidelines). These Guidelines are part of this agreement.
{7.4} If the parties are not able to agree to a mediator, the Arts Law Centre must appoint a mediator.
{7.5} The parties must continue to perform their respective obligations under this agreement despite the existence of a Dispute.
{7.6} Nothing in this clause 7 will impact on either party’s rights to terminate under clause 6 of this agreement.

[8] General provisions
{8.1} The parties acknowledge that they are independent contractors and that nothing in this agreement creates any relationship of partnership or employment between the parties.
{8.2} A notice required to be given under this agreement may be delivered by hand, or sent by pre-paid post or email to the usual business address or email address used by the recipient of the notice. Notices are taken to have been served when delivered by hand or within 2 calendar days of having been sent by pre-paid post, or if sent by email, when the email enters the recipient’s mail server, whichever occurs first.
{8.3} Subject to clause 8.4, this agreement is the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to this subject matter is replaced by this agreement and has no further effect.
{8.4} This agreement may only be modified by a written amendment signed by the parties.
{8.5} The failure of any party to exercise, or the delay in exercising any right or remedy, does not operate as a waiver or an election to abandon the right or remedy. No waiver of a right or remedy under this agreement is effective unless it is in writing and signed by the party waiving the right or remedy.
{8.6} This agreement is governed by the law in force in Queensland. The parties submit to the jurisdiction of the courts of that State and any court competent to hear appeals from those courts.
{8.7} A person signing this agreement on behalf of a party to the agreement warrants, by that signing, that they have all the necessary authority from that party to sign this agreement on their behalf.

[9] Responsibilities of the parties
{9.1} Licensee shall:
(A) conduct its business in a manner that reflects favourably at all times on the Works and the good name, goodwill and reputation of Licensor;
(B) avoid deceptive, misleading or unethical practices that are or might be detrimental to Licensor and/or the Works, including but not limited to the disparagement of Licensor or the Works;
(C) not make false or misleading representations with regard to Licensor or the Works;
(D) not publish or employ or cooperate in the publication or employment of any misleading or deceptive advertising material;
(E) not make representations, warranties or guarantees with respect to the Works.

{9.2} Licensor shall:
(A) conduct its business in a manner that reflects favourably at all times on the Works and the good name, goodwill and reputation of Licensee;
(B) avoid deceptive, misleading or unethical practices that are or might be detrimental to Licensee and/or the Works, including but not limited to the disparagement of Licensee or the Property;
(C) not make false or misleading representations with regard to Licensee or the Works;
(D) not publish or employ or cooperate in the publication or employment of any misleading or deceptive advertising material;
(E) not make representations, warranties or guarantees with respect to the Works.

[10] Force Majeure
{10.1} Neither party shall be liable to the other for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to acts of God, public enemy, civil war, strikes or labour disputes or any other cause beyond that party’s control. The party limited by a force majeure agrees to notify the other promptly of the occurrence of any such cause and to carry out the terms of this Agreement as promptly as practicable after such cause is terminated.

[11] Schedule
{11.1} Works name: As provided 
{11.2} Term: This Agreement will commence on the date of agreement and continue for 1 year, and thereafter automatically renew for consecutive periods of 1 year, unless terminated in accordance with its terms.
{11.3} Territory: Worldwide.
{11.4} Commission rate: 90% of the revenue generated by the sale of the item, excluding printing costs and additional amounts charged for taxes