even fine art
has fine print
Terms & Conditions
These terms and conditions are incorporated into and made a part of the proposal (the “Proposal”) to which these terms and conditions are attached (such Proposal together with these terms and conditions, this “Agreement”). By signing the Proposal you are authorizing NINE dot ARTS, Corp. to perform the services described in the Proposal and agreeing to pay the fees and expenses set forth in the Proposal, all subject to these terms and conditions. “We”, “us”, “our” and similar terms used these terms and conditions mean and refer to NINE dot ARTS, Corp. “You,” “your” and similar terms used in these terms and conditions mean and refer to the company, entity, or person to whom the Proposal is addressed. Capitalized terms used but not defined in these terms and conditions have the meanings given to them in the Proposal.
We will perform the Vision and Roadmap, Research and Curate, Art Acquisition and Installation services and/or other services as described in the Proposal. If you request any services that are outside the scope of the Proposal, we will perform those services only if we have provided you with a written description of those services and you have approved the same in writing. The services described in the Proposal and any additional services so approved are referred to herein as the “Services”.
You agree to pay us the fees set forth in the Proposal for the duration of time described in the Schedule. If any services fall outside the scope of the Project, you agree to pay us our then current hourly rates for those Services. After client milestone deadlines in the Schedule have passed, project maintenance fees will accrue at a starting rate of $750/week.
You agree to pay all costs and expenses incurred by us in connection with the Services, including all art and framing expenses, all site-specific commission work expenses, all travel costs and per diem charges, and all shipping, storage, delivery and installation charges. If you select site-specific commissioned works (“Commissioned Works”), we may require a design fee equal to 10% of the estimated total cost of the Commissioned Work. This design fee will cover the preliminary design of the Commissioned Work and one revised version of the same. If additional revisions of the preliminary design are required, we may require additional design fees. Design fees are non-refundable, but any design fees paid by you will be applied toward the total cost of the Commissioned Work if you ultimately approve the Commissioned Work for fabrication or order. Following your written approval of the preliminary design, and prior to the artist commencing work on any Commissioned Work, 50% of the total cost of the Commissioned Work, which is non-refundable, must be paid before the artist will begin work on the Commissioned Work.
Travel costs and expenses include both a $950 per diem per person fee for travel more than 100 miles from our office at 3734 Osage St., Denver, CO 80211, and all other costs and expenses reasonably associated with travel, including, but not limited to, airfare, car rental, lodging, meals and gas. We contract art handlers for the delivery and installation of artwork at your location. A $150 per art handler per hour charge will be invoiced for normal delivery and installation procedures. Additional delivery fees may apply. We will provide estimates of all installation and shipping expenses before we incur expenses on your behalf. If at any time we believe that the fees for delivery and installation will exceed our estimates, we will use commercially reasonable efforts to reduce the expenses and will contact you for pre-authorization of any expenses in excess of the prior estimate. Art storage is provided at no charge through the scheduled installation date. After the installation date has passed, storage fees will accrue at a starting rate of $250/month.
Your project will be divided into phases as indicated in the Proposal. We will invoice you for the amounts due with respect to each phase before beginning work on that phase. Payment of invoiced amounts is due within 30 days of the date of the invoice, or per the payment schedule outlined on the invoice. Any amounts not paid when due will incur a late fee of 1.5% per month or, if less, the maximum amount allowed by applicable law. We may suspend delivery of Services while any payment is delinquent. Upon completion of the Vision and Roadmap and in order to move into Research and Curation, we will invoice the art and framing budget in full in order to acquire your Selected Art and Framing as your artworks are approved. The balance of any Selected Art and Framing will be reconciled in a final invoice for the balance of all Selected Artwork and Framing expenses, installation and other expenses and final fees at project completion.
ART PROGRAM PACKAGES AND SELECTED ARTWORK AND FRAMING; POSSESSION AND RESPONSIBILITY.
Approved Artwork Packages and Selected Artwork and Framing are final and non-exchangeable. All Selected Artwork and Framing will be covered by our insurance while in our possession. Following delivery and installation of the Selected Artwork and Framing at your location, you will be solely responsible for the Selected Artwork and Framing and any insurance with respect thereto.
OWNERSHIP OF SELECTED ARTWORK AND FRAMING.
You will own the Selected Artwork and Framing only upon payment in full of all invoiced amounts. You understand and acknowledge, however, that you will not obtain any copyrights or other intellectual property rights in or to the Selected Artwork and Framing, as those rights are retained by the artist that created the Selected Artwork and Framing.
USE OF CLIENT NAME AND IMAGES OF SELECTED ARTWORK AND FRAMING
We will have the right to photograph all Selected Artwork and Framing following the installation thereof at your premises and thereafter during normal business hours upon reasonable advance notice, and to use those photographs and your name on our website and in other promotional materials, including case studies, presentations, press releases.
The installation services are warranted for a period of one year. Our sole and exclusive liability with respect to any installation warranty claim will be to reinstall the Selected Artwork and Framing.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SERVICES AND THE ARTWORK AND FRAMING ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
LIMITATION OF LIABILITY.
OUR LIABILITY FOR A CLAIM OF ANY NATURE ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY YOU TO US FOR THE SPECIFIC SERVICE GIVING RISE TO SUCH CLAIM, AND IN NO EVENT WILL OUR TOTAL AND CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT EXCEED THE LESSER OF: (A) THE TOTAL FEES PAID BY YOU TO US UNDER THIS AGREEMENT, OR (B) $1,000,000. WE ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY CONTRACTORS OR ANY SOURCE OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGE OR EXPENSE RESULTING THEREFROM. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAD BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
EXPIRATION AND TERMINATION.
This Agreement shall expire upon completion of the Services. In addition, this Agreement may be terminated by either party by providing 30 days advance written notice to the other party. Upon expiration or termination of this Agreement, you will be responsible for payment for any Services provided, Selected Artwork and Framing ordered, or expenses incurred prior to the expiration or termination of this Agreement. If this Agreement is terminated by either party prior to its expiration, we will deliver all Selected Artwork and Framing and Services committed to and paid for by you prior to such termination, and, to the extent we provide or have provided any Services for which the fees have not or will not be paid in the manner the same would have been paid had this Agreement not been so terminated, we will be entitled to compensation for such Services on an hourly basis at our then current standard hourly rates.
Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement by reason of any act of God, fire, natural disaster, accident, riot, act of government, strike or labor dispute, shortage of materials or supplies, failure of transportation or communication or of suppliers of goods or services, or any other cause beyond the reasonable control of such party. This Agreement is governed by the laws of the State of Colorado, without regard to principles of conflicts of law. The parties consent to jurisdiction of and venue in the state and federal courts located in Denver, Colorado. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous or contemporaneous agreements, proposals, understandings and representations, written or oral, with respect to the terms and conditions hereof. This Agreement may only be modified or amended in a writing signed by a duly authorized representative of each party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to”. In any action or proceeding to enforce any of the terms or provisions of this Agreement or on account of the breach hereof, the prevailing party shall be entitled to recover all its expenses, including, without limitation, reasonable attorney’s fees.