Summary of the sales models and other terms and conditions specified in this agreement and it’s appendix 1 (The Adorno designer FAQ):
- The designer receives 60% of the sales price when a piece is sold under Adorno Designer Showroom Sales Model.
- The designer receives 50% of the sales price when a piece is sold under the Adorno Collection Sales Model, and under the Adorno Exhibition Sales Model.
- Pieces sold under the Adorno Collection & Exhibition Sales Model are sold exclusively through Adorno for 6 months from the day of the launch.
- The designer manages his/her showroom and keeps inventory up to date.
- The designer hands over acquired design pieces packed to the shipping provider when pieces are shipped to the buyer, according to the General Packaging Guidelines.
- Both parties, the designer and Adorno, can terminate this agreement with one month’s written notice. However, pieces sold under Adorno Exhibition Sales Model will continue to be sold by Adorno up until the expiration of the 6 months exclusivity clause.
This agreement is entered between:
Adorno ApS , CVR.: 37549282 , Bodenhoffs Plads 3, 5. -238, DK-1430, Copenhagen, p. +4530428625, DK – DENMARK and the designer.
Adorno and the Designer are each referred to as a “Party” and collectively as “the Parties”. The Parties to this Agreement (hereinafter referred to as the “Agreement”) wish to specify the mutual rights and obligations of the Parties applying to the services the parties render each other.
Below you can read the agreement section by section, along with Appendix 1: Adorno Designer FAQ.
The terms and conditions of the agreement:
1.1. This Agreement takes effect on the date it is agreed to by the Designer and is valid for one year time from that date.
1.2. The Agreement will renew in one year from the original date of effectiveness at which point the Agreement will be valid for another year unless the Agreement is terminated prior to this point, cf. Clause 9. The Agreement may at any time be changed given written consent from both Parties.
The Parties services
2.1. The Designer is assigned to a Curator of Adorno International Design Collaboration (hereinafter “AIDC”) in the design scene the Designer operates. The designer has to be invited by the curator managing the curator function of AIDC in the design scene in question.
The principal services of the Designer consist of designing and producing the pieces sold on Adorno Platform, www.adorno.design (AP) and in developing and managing his/her/their Designer Showroom on AP. Furthermore, the Designer must comply with the local warranty and refund policies of the jurisdiction of the European Union.
The Designer decides in collaboration with the curator of the design scene, which design pieces are to be presented, marketed, and sold on AP.
The principal services of Adorno consist of developing and maintaining AP as an efficient and dynamic digital platform for promoting the members of the AIDC (designers and curators) and the pieces the designers sell via the AP, marketing AIDC internationally and regionally, providing a simple international shipment solution available for design pieces sold through AP, and appointing a new curator for the Designer in the case the curator assigned to the Designer would exit AIDC.
The Parties’ above stated principal services are explained in further detail in Appendix 1 of this Agreement, which describes the conditions precedent and the framework for the cooperation of the Parties.
2.2. The Designer shall report to the curator on a current basis and according to instructions from the curator and Adorno. Adorno shall inform the Designer of any significant changes to Appendix 1.
2.3. Unless otherwise agreed in writing between the Parties, all the Designer’s services shall be provided by the Designer in person.
2.4. Designers of AICD operate as independent legal entities. Any transaction on AP between the Designer and customer is a direct transaction between these two parties. Adorno, therefore, has no liability towards the customer as regards to the products sold on the AP. In case the customer wishes to return products to the Designer, this can take place through the shipment solution provided by Adorno. However, the cost of return shipments is either paid by the customer or the Designer, depending on the reason for the return of the piece(s).
Hours of work and instructions
3.1. The Designer shall determine the Designer’s own hours of work, the scope of work, and the way in which the work is being carried out, including who the Designer chooses to collaborate with to carry out work under this Agreement. However, the Designer declares that [he/she] will spend the hours required to fulfill the responsibilities and commitments of the agreement.
The designer commission
4.1. The Designer’s fee will depend on the sales model his/her piece has been marketed and sold under on AP. The sales models and associated designers fees applicable under this agreement are: Adorno Online Collections Sales Model (Designer fee: 50% of the sales price), Adorno Exhibition Sales Model (Designer fee: 50% of the sales price), Adorno Online Showroom Sales Model (Designer fee: 60% of the sales price). The Designer declares being duly VAT registered.
4.2. At the point of sale, 50% of the sales price under Adorno Online Collections Sales Model and Adorno Exhibition Sales Model will be credited to the designer’s bank account; whereas 60% of the sales price under Adorno Designer Showroom Sales Model will be credited to the designer’s bank account. There will, however, be instituted a hold from the time the customer has received the piece in order to issue potential refunds of the sales price to the customer.
4.3. Pieces selected for Curated Collections and Exhibition Projects, under the 50% commission fee of the Online Collections Sales Model and the Exhibitions Sales Model, are subject to exclusivity and cant be sold anywhere else for 12 months from the launch date. Pieces uploaded to the designer showroom, not selected for collections or exhibitions, are not subject to exclusivity.
4.4. The fiscal implications of this Agreement are not relevant to Adorno, as the Designer arranges for the punctual payment of tax and social contributions to the relevant tax authorities.
5.1. The Designer defrays all costs relating to the Designer’s services. Likewise, the Designer defrays all costs relating to the acquisition and use of ordinary and necessary office equipment and furniture including computer, telephone, fax, printer, and internet connection.
5.2. Adorno defrays all costs relating to Adorno’s services. Likewise, Adorno defrays all costs relating to the acquisition and use of ordinary and necessary office equipment and furniture including computer, telephone, fax, printer, and internet connection.
6.1. Under this Agreement, confidential information about Adorno will come to the Designer’s knowledge. If such information comes to the knowledge of Adorno’s competitors, it may cause serious and irrevocable damage to Adorno. The Designer acknowledges Adorno’s interest in the Designer’s acceptance and observance of strict professional secrecy.
6.2. The Designer shall have a duty of confidentiality as regards to any confidential information about Adorno and Adorno’s operations which may come to the knowledge of the Designer during the Designer’s cooperation with Adorno. The only exemption is information which should ipso facto be disclosed to a third party.
6.3. The Designer is not entitled to use or disclose confidential information to a third party.
6.4. Confidential information includes information about Adorno’s business- and marketing strategy, market information, revenue, and financial information not readily available to the public.
6.5. Any breach in respect of professional secrecy and/or the prohibition against the use of confidential information shall constitute material breach and may result in the termination of the Agreement. Furthermore, the Designer shall be liable in damages for Adorno’s loss caused by the breach.
Intellectual Property Rights
7.1. Intellectual property rights to the pieces created by the designer and sold on the AP under the Parties’ mutual services, cf. clause 2.1, belong to the Designer.
7.2. All other intellectual property rights created during the Parties’ mutual services, cf. clause 2.1, belong to Adorno. This includes, but is not limited to, copyright, photos, illustrations, videos, and animations by Adorno (with the exemption of photos and videos created by designers belonging to the designers), design and trademark rights – for any creation such as copy, computer programs or marketing principles, etc. In this connection, the Designer cannot raise any claim towards Adorno.
7.3. Adorno thus has an unlimited right of enjoyment of the above rights and creations and Adorno can also reassign such rights and creations to a third party. The assignment of rights is final and conclusive and does not lapse upon the expiry/recession of this Agreement, nor on its termination by either Party.
8.1. Adorno has an unlimited right of enjoyment of the rights and creations, cf. Clause 7.2, and may reassign such rights and creations to a third party.
8.2. The Parties may not assign other rights and obligations under this Agreement to any third party without the prior written consent of the other Party, and any purported assignment without such consent shall have no force or effect.
9.1. This Agreement can be terminated by both parties with a 1 month written termination notice by the Parties. If this Agreement is not terminated according to this clause 9.1, it may expire upon failure of renewal by Clause 1.1.
9.2. In case of this Agreement is terminated, all exclusivity rights entered on pieces under the ” Adorno Exhibition Sales Model” will expire with 6 months from the date of the opening of the exhibition in question, cf. Appendix. 1.
9.3. In the case of this Agreement is terminated, clauses 6 and 7 regarding secrecy and IP rights shall remain in force.
10.1. In the event of material breach of this Agreement by either Party, the non-defaulting Party can terminate the Agreement with no notice.
10.2. Competing actions during the term of the Agreement, violation of the duty of confidentiality or other kinds of disloyal behavior are considered instances of material breach on the part of the Designer.
10.3. Non-payment, failure to inform the Designer of significant changes in Appendix 1 is considered material breach on the part of Adorno.
Jurisdiction of governing law
11.1. This Agreement shall be construed in accordance with Danish law.
11.2. Disputes shall be settled by the ordinary courts in Denmark.