Updated 7. June 2024.
ADORNO is a digital gallery presenting leading artists working at the intersection of design, art, and craft from cultural scenes around the globe. Through its genuine curatorial approach and Membership services, ADORNO strengthens the businesses of the artists that it represents.
This Membership Agreement is entered between an individual artist or studio [the Member] and ADORNO owned by ADORNO.DESIGN ApS, CVR.: 44120771, Bodenhoffs Plads 3, 5. -238 1430 Copenhagen, Denmark.
The Membership Agreement formally specifies the services, rights, and obligations the two parties of the Agreement render to each other.
1. EFFECTUATION OF AGREEMENT
1.1. This Agreement takes effect automatically on the day it is electronically accepted by the Member when creating an account on the ADORNO Platform and is binding for the first 12-month Membership period.
1.2. The Agreement will transition to a rolling monthly subscription after the initial 12 months. Termination and removal from ADORNO can take place in accordance to Clause 11.3.
1.3. This Agreement is dynamic and may be altered, modified, or amended by ADORNO without prior notice, except for changes that encompass adjustments to Membership fees and/or commission rates which will always be communicated 30 days in advance to the Member.
2. ADORNO MEMBERSHIP SERVICES
The services ADORNO offers to its Members are divided up into three areas 1) Sales and shipping, 2) PR and promotion, and 3) Other services.
2.1. Sales and shipping services include:
- Member Showroom: Each Member of ADORNO has a showroom where the Members can present their practice and sell their work.
- Automated Global Tax Compliance: The tax system enables ADORNO clients to be informed in real-time about the correct VAT and sales tax depending on the piece and the location of the Member and the client, ensuring that Members are always charging the correct tax rate.
- Invoicing & Sales Reports: From the Member’s dashboard, the Member can download invoices and create financial reports for accounting purposes.
- ADORNO Pro: Having your work presented on ADORNO means that it will be included in bespoke proposals to interior designers and other professional buyers.
- A Global Shipping Solution: Members of ADORNO benefit from ADORNO’s negotiated shipping rates, insurance, printing labels, and scheduling pickups.
- The shipping calculator: The shipping calculator shows the shipping costs, estimated import duties, and taxes if applied (international shipment), upfront next to the price of the piece(s).
2.2. PR & Promotional services:
- New Member Feature: New Members on ADORNO are launched with a New Member Feature, including 1 post, stories on social media, and inclusion in ADORNO’s weekly newsletter.
- Show Calendar: Members can submit upcoming shows in ADORNO’s Show Calendar
- Trending on ADORNO: The showrooms of active Members or of Members with profiles that get a lot of views are featured in the section “Trending on ADORNO” on the front page to enhance their visibility to ADORNO’s audience.
- New Arrivals: Members who upload new work will have the chance to be featured on the front page in the section “New Arrivals” to enhance their visibility to ADORNO’s audience.
- Inspiration Guides: ADORNO curates inspirational guides featuring pieces under certain thematics that are featured on the front page and in ADORNO’s weekly newsletter. This feature also includes additional exposure on Social Media, within written articles, and curated catalogs.
- Studio Sale: Members can decide to put a selection of works on sale and get promoted as a part of ADORNO’s Studio Sale. This feature includes an extensive social media campaign, posting on the dedicated Sale Page on the ADORNO Platform, and possible inclusion in ADORNO’s weekly newsletter.
- Press Inquiries: ADORNO will handle all incoming press requests on Members’ behalf and make sure editors get the materials they need.
- PR & Promotion: ADORNO produces an array of PR & promotional services tailored to each Member’s unique needs and requests boosting the exposure of Members’ specific projects and shows to ADORNO’s global audience and media contacts.
2.3. Other services
- Advising Members: ADORNO is responsible for guiding Members through the onboarding process and advising Members on price setting, how to increase visibility, and the appeal of their showroom to maximize sales.
- Membership Newsletter: Members receive newsletters and email notifications regularly advising on how to use the ADORNO Platform in the best possible way.
3. MEMBERSHIP FEE & SALES COMMISSION
3.1. The initial Membership fee is processed and paid through a secure, online payment link by payment card. Subsequently, the monthly fee is charged automatically from the payment card. The monthly Membership fee is 40 EURO.
3.2. Paying Members of ADORNO receive 70% of the transaction value. Accordingly, ADORNO charges a 30% sales commission of the total sales value, including taxes.
3.3. In case a Member fails to pay the monthly Membership fee on the designated due date, ADORNO will make three attempts to charge the card of the member for up to 48 hours. If these attempts are unsuccessful, the Member will be allocated a Non-paid Membership where the sales commission of ADORNO is 50%.
3.4. Once the membership fee is successfully paid, the member will be automatically reallocated to a paid membership where ADORNO’s sales commission is 30%.
3.5 All memberships are required to fulfill the minimum contract duration of 1 year. If a failed payment occurs and the member is dropped to a 50% commission, the outstanding debt accumulates for the entirety of the year and will be paid by whatever means necessary.
4. INFORMATION & INVENTORY
4.1. The Members are responsible for uploading accurate information about the pieces they sell. When a Member submits a piece for review, it can take up to two weeks before it will be published. ADORNO holds the right to reject pieces from publishing for any reason.
4.2. The Members shall decide if each piece should be listed as one of a kind, limited edition, or open edition and have the responsibility of making sure the stock levels are always up to date.
4.3. If a piece is out of stock, the Members can decide if it should still be available as “Made to Order” and submit the estimated production time in weeks. Members have to make sure that the pieces sold are shipped a maximum of two days after the indicated production time communicated to the customer.
4.4 If delays occur, it is the Member’s duty to inform ADORNO at the earliest sign of non compliance to the designated lead times. If the Member does not inform ADORNO of a delay with less than half of the production time remaining, ADORNO holds the right to execute the following penalties:
→ 0 – 1 week delay: Goes unpunished
→ 1 – 2 week delay: 5% reduction in commission payout
→ 2 – 4 week delay: 10% reduction in commission payout
→ +4 week delay: 15% reduction in commission payout and potential removal from ADORNO
5. SALES & TAXES
5.1. Members operate as independent legal entities on the ADORNO Platform either as private individuals or registered companies. Through the Platform and services ADORNO facilitates sales on behalf of the Members. Thus, the purchase of piece(s) conducted on the ADORNO Platform is a direct transaction between the Member and the customer.
5.2. To receive payouts, the Member is required to submit the legal full name, birthday, address, and bank account information through their Dashboard. If the Member is registered as a company, it is also required to provide a company number and legal address to receive payouts.
5.3. When a transaction occurs on the Platform, the share of the sale belonging to the Member will be held by ADORNO until the order has been successfully completed. Only when the entire order has successfully arrived to the buyer and any return rights are over, the order will be considered successfully completed.
5.4 For orders of made to order pieces valued above €1.500, the Member can request a 50% advance payment of their commission to compensate for the cost of production. ADORNO can take up to 14 days to process this payment once it is requested by the Member.
5.5. The Member agrees not to list any pieces for sale on the Platform at a higher price than it is sold anywhere else, including, but not limited to, physical stores, shows, galleries, and online platforms. If ADORNO finds the piece listed for sale at a lower price than listed on the Platform, ADORNO holds the right to adjust the price at any time to finalize deals for the lowest price on the market.
5.6. In the event of an error by the Member as to the availability of the Item, faulty descriptions, or incorrect pricing, both ADORNO and the Buyer reserve the right to rescind that order and purchase of the item. The Member holds a responsibility to compensate Adorno for any lost transaction fees of up to 3.1% of the total retail value.
5.7. Members and Buyers are prohibited from using ADORNO or the Platform to contact each other to make offers and buy or sell items outside of the methods provided by ADORNO. Members and Buyers are also prohibited from using information obtained from the Platform to contact each other about buying or selling any item available for sale on the Platform outside of the methods provided by ADORNO.
5.8. If a Member or Buyer attempts to breach these guidelines, ADORNO may limit, restrict, or suspend the parties from using any feature of the Platform. The Buyer may forfeit any special account status and/or discount rates and the Member may be required to pay a fine up to the total expected commission value of the sold piece or be suspended indefinitely.
5.9. The sales price of the pieces submitted must include all material costs, production costs, packaging costs, 20% Negotiation Margin, and the ADORNO sales commission. The Member is responsible for the price accurately reflecting all of the above costs.
5.10. ADORNO has the right to lower the retail price by a maximum of 30% under the following circumstances:
- The buyer is a professional interior designer/architect buying for trade,
- The buyer in question is a renowned collector / frequent buyer,
- The buyer wishes to buy several pieces, or
- The buyer has a large follower base and can strengthen the brand of the Member and ADORNO.
Discounts are applied by issuing a discount code to the buyer, which is created by ADORNO. Two types of discount codes can be created:
- Shared Discount Code: The discount is deducted from both ADORNO’s and the Member’s Commission.
- ADORNO Discount Code: The entire discount is only deducted from ADORNO’s Commission.
Both the Shared Discount Code and the ADORNO Discount Code can be used in conjunction with one another, inflicting a maximum reduction of 15% from the Member’s final payout, unless otherwise agreed upon.
5.11. The sales price of the pieces has to be submitted on the Platform excluding taxes. All taxes (VAT, GST, and Sales Tax) are automatically calculated and added to the product price depending on the Member’s and the Buyer’s locations, and whether the Buyer is an end consumer (B2C) or a company (B2B).
5.12. In some cases, Members within certain EU Member states are eligible for selling with a reduced VAT rate if the piece in question is one of a kind or a limited edition of a maximum of 8 editions. If the Member wishes to sell their pieces as original artworks with reduced VAT, this can be applied on a piece-by-piece basis through the designer dashboard.
5.13. ADORNO’s Platform applies taxes to the orders on behalf of the Member. It is the responsibility of the Member to make sure the taxes applied to an order are accurate according to the laws of their jurisdiction.
5.14. When a sale occurs, ADORNO issues a receipt to the Buyer on the full sales price, replacing the need for the Member to invoice the Buyer. In order for the Member to account for the difference in the amount paid out from a sale and the sales value (sales value less ADORNO sales commission), a receipt for ADORNO’s fee can be downloaded from the Member’s dashboard.
5.15. The Member is solely responsible for filing tax returns from sales to the authorities in their jurisdiction and any destination country where the total value of sales exceeds the maximum yearly threshold.
6. SHIPPING
6.1. ADORNO is responsible for shipping any pieces sold through the Platform, to the Buyer. ADORNO’s Global Shipping Solution is a service provided by ADORNO to the Members and Buyers on the Platform. The service ensures that Buyers will get direct access to ADORNO’s negotiated rates and for Members to arrange shipments as easily as possible.
6.2. The Member is responsible for packing the piece according to the general packing guidelines. If the piece is not packed sufficiently and gets damaged during shipment, ADORNO cannot guarantee that its insurance will cover it. The Member is required to take photos of the packaging, both inside and outside, and send it to [email protected] before the shipment is sent.
6.3. The Member is responsible for printing all the necessary shipping documents including labels, commercial invoices, and certificates of authenticity, and applying them safely on the box(es) in transparent plastic envelopes.
6.4. The Member is responsible for ensuring the pickup takes place during the agreed-upon time slot. If the pickup address changes, the Member shall inform ADORNO immediately after the order is placed. Shipments have to be picked up at most 5 working days after the order was placed if the piece was in stock. If a pickup is missed due to the Member’s inability to be at the designated location during the agreed-upon time, the Member may be charged a “Missed Pickup” fee of up to €75 charged by our shipping agents.
6.5. All costs related to shipping are calculated based on the weight and dimensions submitted by the member, and paid entirely by the Buyer when placing an order. In the event of discrepancies in the dimensions or weight of the final packaged item, as provided by the Member, any difference in shipping charges arising from such discrepancies shall be either invoiced to the Member or deducted from the upcoming payout.
6.6. ADORNO’s Global Shipping Solution will add all related duties and taxes upfront at checkout (Delivery Duty Paid), if applicable. Duties and taxes on international shipments are legal requirements and, if the value exceeds the de minimis value of the destination country, it must be settled before the shipment can be delivered. These additional charges are calculated based on the item type, and value, and billed to the client at checkout or before receiving the package..
6.7. Starting Jan 1st, 2021, UK customs policies changed the duty and tax thresholds, VAT registration, and additional changes due to Britain leaving the EU. Members will not have to worry about this as ADORNO has registered for VAT in order to collect tax on orders under 135 GBP on behalf of its Members and will file the returns to the UK customs and border authorities.
6.8. If a Member is based in the EU when shipping outside the EU, it is required to have an EORI number. It is used by customs and other authorities to monitor and track shipments coming into and out of the European Union. The number shall be submitted in the settings in the Member Dashboard.
7. DAMAGES DURING TRANSPORT
7.1. It is the Buyer’s responsibility to inspect the condition of the design piece upon delivery. If a piece is damaged during transport, the Buyer must notify ADORNO by e-mail to [email protected] within 3 days of successful delivery.
7.2. All pieces shipped by ADORNO are insured if they are packed according to the general packing guidelines. Damages inflicted during shipment will therefore never be at the cost of the Buyer. If the insurance decides that damage occurred because of a faulty produced piece or insufficient packaging, the Member will cover the return shipment and repair costs. If the insurance decides that damages occurred during the shipment, despite sufficient packaging, the insurance will cover any return and repair costs.
7.3. If a piece arrives damaged, the Buyer has the right to have it repaired, receive a new design piece, or cancel the purchase for a full refund of the total cost.
8. RETURN RIGHTS
8.1. To comply with European return right standards for selling goods online, all Members, no matter the country of business, must comply with the 14-day return rights period. As an exception, ADORNO does not accept returns for made-to-order pieces.
8.2. In the case that a Buyer wishes to return a design piece, the Buyer must notify ADORNO by e-mail at [email protected] within 14 days from successful delivery and hand over the design piece to the shipping provider before the 14-day right of return expires.
8.3. If the Buyer regrets their purchase, the cost of initial and return shipments is paid by the Buyer. If the Buyer wants to return the piece because it did not live up to the information provided by the Member (cf. clause 6.1), the cost of return shipments is paid by the Member. A return label will be issued by ADORNO and the price of the product(s) should be refunded to the Buyer within 14 days after the Member has received the design piece. The return shipping costs will be automatically deducted from either the Member’s or the Buyer’s refund.
9. CONFIDENTIALITY
9.1. Under this Agreement, confidential information about ADORNO will come to the Member’s knowledge. The Member acknowledges ADORNO’s interest in the Member’s acceptance and observance of strict confidentiality.
9.2. Confidential information includes information about ADORNO’s business model or any other sensitive information that has been sent, provided, or distinguished by using the ADORNO Platform.
9.3. Any breach in respect of confidentiality and/or the prohibition against the use of confidential information constitutes a material breach and may result in the termination of the Membership Agreement. Furthermore, the Member shall be liable in damages for ADORNO’s loss caused by the breach.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. Intellectual property rights created by ADORNO during the Parties’ collaboration, cf. Clause 2.2, belongs to ADORNO. This includes but is not limited to, copyright, photos, illustrations, videos, animations, design, trademark rights, copy, computer programs, or marketing principles, etc. created by ADORNO. For any such creation, the Member cannot raise any claim towards ADORNO.
10.2. Intellectual property rights created by the Member during the Parties’ collaboration, belong to the Member. This includes but is not limited to, copyrights, photos, illustrations, videos, animations, designs, trademark rights, copy, etc. created by the Member. For any such creation, ADORNO cannot raise any claim against the Member. ADORNO, thus, has an unlimited right of enjoyment and reuse of all the above rights and creations indefinitely.
10.3. If any third party claims that a product a Seller lists on Adorno’s platform infringes upon their intellectual property rights, including copyrights, patents, or trademarks, the Seller agrees to indemnify, or cover, all of Adorno’s costs, damages, and legal fees related to such claims. The Seller will be responsible for managing and defending against any such claims, lawsuits, or actions brought against Adorno. If the Seller fails to do so, Adorno has the right to manage its own defense, and the Seller agrees to cover all related costs and fees incurred by Adorno in connection with such defense.
11. TERM AND TERMINATION
11.1 Duration. ADORNO spends considerable time and resources on curating, presenting, and promoting the Members of the ADORNO community, thus, the membership is binding for the initial 12 months.
11.2 Termination of the Agreement. Termination can take place on the first day after the first 12-month period as long as a 30-day written termination notice has been given.
11.3. Early Termination. Members may choose to terminate their Membership before the first 12-month period has passed by giving a 30-day written notice. However, the Members are required to pay their Membership fees for the remainder of the year as part of terminating the Agreement.
11.4 ADORNO may also terminate this Agreement for cause with a 30 days notice if it is determined that the Member is acting, or has acted, in a way that has or may negatively reflect on or affect ADORNO, the prospects of the company and community, or ADORNO’s customers.
11.5 Termination Due to Agreement Changes. If there is a significant amendment to the Agreement, including changes in Membership fees and/or commission rates, Members have the right to terminate the Agreement before the changes take effect.
12. JURISDICTION AND GOVERNING LAW
12.1. This Agreement shall be construed in accordance with Danish law.
12.2. Disputes shall be settled by the ordinary courts in Denmark.