Membership Agreement

ADORNO is an international digital gallery representing distinguished artists and design studios working at the intersection of design, art, and craft. Membership with ADORNO is not a passive affiliation but an active professional engagement. By joining, each Member gains access to a structured system of services designed to strengthen professional development, increase global visibility, and support commercial growth.

This Membership Agreement (“Agreement”) is a binding contract between you, the individual artist or design studio (“Member”), and ADORNO.DESIGN ApS (CVR: 44120771), Bodenhoffs Plads 3, 5.-238, 1430 Copenhagen, Denmark (“ADORNO”). It establishes the enforceable terms, services, rights, and obligations of both parties, and defines the conditions under which Buyers interact with the ADORNO platform.

The Guidelines 1 and 2 form an integral and enforceable part of this Agreement. They provide detailed rules that supplement and clarify the obligations and rights outlined herein. All Members are required to comply with them without exception.

1. COMMENCEMENT AND DURATION

This section defines when the Agreement begins, how long it remains valid, and under which conditions it may renew or be updated.

1.1. Commencement of Agreement

The Agreement takes effect upon the Member’s electronic acceptance during the account-creation process on the ADORNO platform. It will constitute a legally binding contract for an initial term of twelve (12) months, commencing on the first day of the following calendar month.

1.2. Renewal of Agreement

After the initial twelve (12) months, the Agreement shall remain continuously and legally binding, renewing automatically on a monthly or yearly basis according to the Member’s selected plan, unless terminated under Clause 11.1.

1.3. Updates and Modifications

ADORNO may update or modify this Agreement at any time. Any such modification shall remain legally binding upon the Member. Changes to membership fees or commission rates require at least thirty (30) days’ prior written notice to the Member.

2. MEMBERSHIP PLANS

This section explains the membership options ADORNO offers, their terms including commissions, membership fees, and how payments are handled.

2.1. Membership Plan Types

There are three membership plans available. Design practices can only join under Plan 1 or Plan 2 and must remain on the chosen plan for the first twelve (12) months.

• Plan 1 – Monthly Paid Membership
  Under Plan 1, Members keep sixty percent (60%) of the total value of pieces sold from their showroom on the ADORNO platform. The membership fee is EUR 20 per month.

• Plan 2 – Yearly Paid Membership
  

  Under Plan 2, Members keep sixty percent (60%) of the total value of pieces sold from their showroom on the ADORNO platform. The membership fee is EUR 200 per year, paid every twelve (12) months.

   

• Plan 3 – Free Membership
  Under Plan 3, Members keep fifty percent (50%) of the total value of pieces sold from their showroom on the ADORNO platform. No membership fee applies.

2.2. Payment of Membership Fees

Membership fees must be paid in full and on time. For paid plans, the first membership fee payment will be billed on the first (1st) day of the month following acceptance of the Membership Agreement, and thereafter on the first (1st) day of each applicable billing period.

2.3. Changes Between Membership Plans

Changes between membership plans require one (1) month’s written notice and will only take effect at the end of a calendar month. Yearly memberships are non-refundable, even if a Member chooses to terminate the membership before the end of the twelve (12) month period.

2.4. Late Payment and Collection Costs

If a membership payment is not received within ten (10) days of the due date, ADORNO will issue a series of reminders according to the following timeline. A first reminder is sent ten (10) days after the due date with no administration fee. If the payment remains outstanding, additional reminders will be issued twenty (20), thirty (30), and forty (40) days after the due date. The reminders sent at 20, 30, and 40 days each carry an administration fee of EUR 12. If the payment is still overdue sixty (60) days after the due date, ADORNO may add further costs to cover collection, including legal and recovery expenses, and the outstanding balance may be referred to a debt collection agency.

3. CURATION

This section outlines the principles and requirements governing the selection of designers, studios, and works presented on the ADORNO platform, to ensure that all contributions maintain the highest artistic, professional, and commercial standards in alignment with ADORNO’s curatorial direction.

3.1. Eligibility of Designers

ADORNO prioritizes the onboarding of designers and studios that demonstrate a substantial and coherent portfolio, active professional engagement, artistic originality, and the proven capacity for long-term collaboration and commercial reliability.

3.2. Evaluation Criteria for Works

Acceptance of works is determined by a combination of factors, including:
(a) visual appeal and alignment with ADORNO’s curatorial direction,
(b) appropriate and competitive pricing relative to market trends,
(c) the uniqueness of the work without replicating mass-produced qualities, and
(d) the studio’s qualifications and reliability within the professional field.

Works that present as mass-produced, irrespective of actual production methods, or works limited to single, non-replicable one-of-a-kind items without continuity of supply, may be declined.

3.3. Presentation and Documentation Standards

Members must provide high-quality documentation of their works, including images, texts, and supporting materials, to ensure that pieces can be effectively presented and promoted. ADORNO reserves the right to reject submissions with insufficient documentation, as inadequate presentation may negatively affect visibility and sales.

3.4. Ongoing Compliance

Adherence to this curation strategy is a continuous requirement of membership. ADORNO reserves the right to review and reassess both Member eligibility and the acceptance of works on an ongoing basis to preserve the integrity and standards of the platform.

4. EDITORIAL & PROMOTION

This section outlines the promotional and editorial activities ADORNO may undertake to enhance Members’ visibility on and beyond the platform.

4.1. Scope of Promotional Activities

Promotional activities may include editorial features, digital campaigns, newsletters, social media posts, stories, and video reels. These opportunities are curated at ADORNO’s discretion and depend on content quality, relevance, and alignment with ADORNO’s curatorial strategy and editorial calendar.

4.2. Editorial Discretion and Frequency

The scope, frequency, and format of promotional activities are determined by ADORNO’s Editorial & Curation team in line with the platform’s overall strategy.

4.3. Organic and On-Demand Promotion

ADORNO offers a combination of organic (editorially selected) and on-demand (paid) promotional opportunities that work together to help Members expand their reach. While all Members may benefit from organic visibility, placement, and exposure are not guaranteed. Members seeking targeted amplification, curated storytelling, and guaranteed media coverage can access ADORNO’s on-demand campaigns, designed to complement the platform’s organic promotion. Appendix 1 of this Agreement details the full editorial and promotional strategy available to Members.

5. SALES

This section outlines how sales are conducted, the legal relationship between parties, pricing rules, payouts, and Member responsibilities.

5.1. Legal Relationship Between Parties

Members are independent legal entities, either individuals or registered companies. All sales contracts are entered into directly between the Member and the Buyer. ADORNO acts solely as a facilitator and is not a contracting party.

5.2. Price Consistency Across Channels

Retail prices listed on the ADORNO platform must be identical to the Member’s retail prices across all other sales channels. ADORNO reserves the right to match any verified lower external price, without prior notice to the Member, in order to secure a sale.

5.3. Payout Schedule and Conditions

ADORNO withholds the Member’s share of sales revenue until the order has been fulfilled and the Buyer’s return period has expired. Payouts are released weekly and transferred to the bank account provided and confirmed by the Member.

5.4. Advance Commission for Made-to-Order Items

For made-to-order items valued above EUR 2,000, Members may request an advance of up to fifty percent (50%) of their commission. Buyer approval must be obtained prior to shipment. If the Buyer reasonably withholds approval, ADORNO may reclaim the commission advance, which the Member must refund in full within thirty (30) days. Once delivered, Buyers have no return rights for made-to-order pieces.

5.5. Accuracy of Listings and Liability for Errors

Members are fully liable for errors in product availability, imagery, descriptions, dimensions, weight, or pricing. ADORNO may cancel any affected orders, and the Member shall cover associated costs, including return shipping and lost transaction fees of up to five percent (5%) of the order value.

5.6. Platform Exclusivity

Members and Buyers are strictly prohibited from using the ADORNO platform to initiate or complete transactions outside of ADORNO. Any violation will result in immediate suspension of membership.

5.7. Pricing Structure and Inclusions

All retail prices must include production, materials, packaging costs, and ADORNO’s commission. Prices must exclude VAT and sales taxes, which are automatically added based on the Buyer’s location.

5.8. VAT Configuration

By default, the ADORNO platform will apply VAT on behalf of Members when applicable. If eligible, Members may select reduced VAT through their Dashboard (e.g., if the Member is registered as an artist practice, a private individual, or is selling unique pieces or editions of eight (8) or fewer).

5.9. Negotiation Authority of ADORNO

ADORNO’s sales team is authorized, without prior Member approval, to offer Buyers price reductions compared to the listed retail price to facilitate sales. Any price reduction is charged entirely to ADORNO’s commission.

6. SHIPPING

This section defines the obligations of Members and ADORNO in relation to logistics, documentation, packing, and insurance.

6.1. Role of Parties in Shipping

ADORNO facilitates shipments but is neither the exporter nor the importer. The Member is always the exporter of record. Unless otherwise agreed in writing, all shipments follow DAP (Delivered at Place) Incoterms, under which Buyers bear responsibility for import duties, taxes, and customs fees.

6.2. Export Documentation Requirements

Members must provide complete and accurate export documentation and respond without delay to any inquiries from customs, carriers, or shippers. This obligation includes supplying any documentation specifically requested during pickup and transit. All related communications must be promptly forwarded to [email protected].

6.3. Packaging and Delivery Standards

Members must ensure that all works are packaged to a professional standard suitable for international transport and safe handling. ADORNO may decline to present works from studios that fail to meet these standards or whose prior deliveries have resulted in repeated damage, as this demonstrates insufficient professional readiness.

6.4. Packing Requirements and Evidence

Members must comply with ADORNO’s published packing standards and submit clear photographs of both interior and exterior packaging prior to dispatch. Members that fail to comply void insurance coverage.

6.5. Shipping Labels and Documents

Members are responsible for printing and securely attaching all shipping labels and documents provided by ADORNO to each package.

6.6. Pickup Availability and Deadlines

For in-stock items, Members must ensure availability for pickup within five (5) business days of order placement. Failure to comply may result in a missed pickup fee of up to EUR 75.

6.7. Shipping Charges and Discrepancies

Shipping charges are calculated on the basis of dimensions and weight provided by the Member. Any discrepancies resulting in higher carrier costs may be deducted directly from the Member’s payout.

6.8. Buyer Inspection and Damage Reporting

Buyers must inspect shipments upon delivery and report any damage to [email protected] within three (3) days of receipt. Remedies may include repair, replacement, or refund, depending on the circumstances.

6.9. Insurance Coverage Conditions

All ADORNO-facilitated shipments are insured, provided packing guidelines have been followed and the required packaging photos have been submitted. Damage resulting from inadequate packaging or manufacturing defects remains the Member’s responsibility; all other transport-related damage and losses are covered by insurance. Appendix 2 of this Agreement details ADORNO’s packaging requirements.

7. TAXES & DUTIES

This section explains Member obligations regarding tax, VAT, and duties, and how ADORNO manages documentation.

7.1. Member Tax Obligations

Members are responsible for complying with all applicable tax laws, including filing and payment obligations, in their home jurisdiction and in any other jurisdiction where their sales trigger registration, reporting, or payment requirements in connection with their business activities.

7.2. Transaction Documentation by ADORNO

ADORNO issues receipts to Buyers reflecting the full transaction value. Members may download their commission invoices at any time from the ADORNO Dashboard for their own accounting and reporting purposes.

7.4. Import Duties and Local Taxes

Duties and taxes must be settled before delivery, where required. These are calculated based on the declared value and customs classification of the item and must be paid directly by the Buyer.

7.5. EU Export Requirements

Members based in the European Union who ship goods outside the EU must provide a valid EORI number in their Dashboard before exporting.

8. RETURN RIGHTS

This section clarifies Buyer rights, Member obligations, and refund procedures regarding returns.

8.1. Standard Return Period

Buyers have the right to return eligible items within fourteen (14) days of delivery. Made-to-order and custom items are exempt from this right.

8.2. Return Request Procedure

To initiate a return, the Buyer must notify ADORNO at [email protected] within the fourteen (14) day return period and must ship the item back before the return window closes.

8.3. Returns Due to Buyer’s Regret

Where the return is initiated due to the Buyer’s change of mind or preference, the Buyer is responsible for all return shipping costs.

8.4. Returns Due to Misrepresentation by Member

If a return is initiated because the item does not match the description, images, specifications, or stated condition provided by the Member (including material, size, color, function, quality or authenticity), this constitutes misrepresentation. In such cases, the Member is responsible for covering return shipping costs and any associated expenses.

8.5. Refund Processing and Timing

Refunds must be issued by ADORNO within fourteen (14) days of the returned item being received and inspected. Return costs are deducted from the refund due to the responsible party, in accordance with Clauses 8.3 and 8.4.

9. CONFIDENTIALITY

This section safeguards ADORNO’s internal business information and outlines the consequences of breach.

9.1. Definition of Confidential Information

Confidential information includes, but is not limited to, ADORNO’s business model, strategies, and internal operations.

9.2. Consequences of Breach

Breach of confidentiality is a material breach of contract and may result in termination and liability for damages.

10. INTELLECTUAL PROPERTY

This section defines ownership of creative works and the rights of ADORNO and Members regarding content use.

10.1. ADORNO Intellectual Property

All intellectual property created by ADORNO remains the exclusive property of ADORNO.

10.2. Member Intellectual Property and Licence

All intellectual property created by the Member remains their property. The Member grants ADORNO an unlimited, non-exclusive, perpetual right to use such content for promotional purposes.

10.3. Third-Party Infringement Claims

If a third party alleges infringement related to a Member’s listed piece, the Member must indemnify ADORNO for all resulting costs, including legal fees. If the Member fails to respond, ADORNO may defend the claim and recover all related expenses.

11. TERM AND TERMINATION

This section sets out the rules for ending membership, either by the Member or by ADORNO.

11.1. Termination After Initial Period

ADORNO and Members may terminate their Membership Agreement after the initial twelve (12) months with thirty (30) days’ written notice.

11.2. Termination During Initial Binding Period

Members may terminate their membership during the initial twelve (12) months; however, all membership fees for the full twelve-month binding period remain due and must be paid in full.

11.3. Termination for Breach or Non-Payment

ADORNO may terminate the Membership Agreement with immediate effect if any membership payment remains outstanding for more than sixty (60) days, or if the Member commits any other breach of this Agreement. Termination under this clause does not release the Member from any outstanding payment obligations, which remain due in full.

12. JURISDICTION AND GOVERNING LAW

This section establishes the legal framework governing the Agreement.

12.1. Applicable Law and Venue

This Agreement is governed by Danish law. All disputes arising from this Agreement will be resolved in the ordinary courts of Denmark.