Dealer Membership Application - Terms and Conditions
– Updated March 2023
By applying for a dealer membership with Indigenous Art Code Limited (ACN 139 788 711) (the IartC, us, we or our) you agree to these terms and conditions (Dealer Membership Application Terms) as a binding agreement between you and the IartC.
You should review these Dealer Membership Application Terms carefully as they apply to the dealer membership application, assessment and approval process. In these Dealer Membership Application Terms, ‘you’ or ‘your’ means the company, trust, sole trader or other business entering into these Dealer Membership Application Terms.
Capitalised terms used in these Dealer Membership Application Terms that are not defined here have the same meaning given to those terms in the Constitution.
1. Compliance with the IartC Constitution and the IartC Commercial Code of Conduct
All IartC Dealer Members are bound by our Constitution and Commercial Code of Conduct (Code) and you acknowledge and agree to be a signatory to our Constitution and be bound by both our Constitution and our Code if your dealer membership application is accepted.
For the purposes of your dealer membership application, you also acknowledge and agree that you have read the following IartC documents:
c) Membership Policy; and
d) Membership Process Map.
2. Membership application process
Eligibility for IartC dealer membership is subject to our receipt of your completed dealer membership application form, our assessment and final approval. As such, a submitted dealer membership application form does not guarantee your acceptance as a Dealer Member.
In your application form you are required to provide true and correct information and make a declaration about certain matters. Please provide as much detail as possible so that your application can be assessed efficiently.
Once complete, an initial review and preliminary eligibility check of your application will be conducted by IartC staff. Following this, further information may be requested about your application and your business. If additional information is required, you will be contacted via telephone, email or through the IartC user portal.
Once all required information is received, a detailed membership assessment is then conducted by IartC staff. The assessment process can be lengthy and is dependent on the applicant providing all information requested by the IartC.
Additional information is set out in the Membership Process Map.
2.3 Use of additional information in the assessment
The IartC reserves the right to draw on any other sources other than your application to verify information in your application, which may include, but are not limited to:
· Publicly available information, including, but not limited to, your website, social media, Australian Business Register (ABN lookup) or ASIC business search.
· Information from within the IartC available through the ordinary course of business, such as knowledge about your business if you were previously an IartC member.
· Information about you or your application from art centre peak bodies or Commonwealth, State, Territory or local government agencies whether or not you referred to them in your application. This may include consulting with relevant government agencies and programs relating to the arts or Indigenous affairs and consulting government bodies that administer relevant schemes (including in relation to the protection of artists’ rights or copyright materials more generally).
· Information about you or your application from Aboriginal and Torres Strait Islander artists you have, or have had, a commercial relationship with.
· Advice from our legal advisors.
2.4 Board review and decision
The Directors will then consider your application and decide whether or not to admit you as a Dealer Member at their absolute discretion. If the Directors decide not to admit you as a Dealer Member, they do not have to give any reasons for their decision.
3. Membership fees
If approved as a member you will be notified by email and sent a tax invoice for an annual membership fee. IartC dealer membership is renewed annually, with membership expiring on 31 December each year.
Please refer to the IartC website for the current annual membership fee. The annual membership fee applies for the calendar year.
The Directors may in their absolute discretion:
a) cancel the acceptance of your dealer membership application if you do not pay the membership fee within 21 days after you are notified that the fees are payable; or
b) vary the amount of any membership fee.
4. Membership renewal and ongoing compliance
Your IartC dealer membership must be renewed at the end of each calendar year, and we generally send a reminder approximately 1 to 2 months before the renewal date.
The renewal of your membership is subject to your payment of the membership fee and your ongoing compliance with the requirements of the IartC Constitution, Code and Membership Policy and the completion of your renewal questionnaire and declaration.
5. IartC logo use
The IartC grants Dealer Members a non-exclusive, revokable, royalty-free and worldwide licence to use, copy, publicly display and reproduce the IartC logo in connection with the Dealer Member’s business, provided the use of the IartC logo is consistent with the IartC Style Guide, and the logo is only displayed:
a. at a physical place of business;
b. on a business website; or
c. on promotional material.
Applicants must not use the IartC logo in any capacity before being accepted as a Dealer Member. This licence must not be transferred or sublicensed, and automatically terminates upon termination of your dealer membership.
6. Dealer Member profiles, information and image use
Dealer Members are also entitled to have a profile of their business included on the IartC website. The information used in this profile is supplied by you at the time you submit your dealer membership application. However, the online profile only goes live once membership is approved and membership fees are paid. Once live, members may update their profiles at any time. All information supplied and updated by the member must be true and correct. It is the member’s responsibility to ensure the accuracy of the information at any given time.
Dealer Members have the option to include images in their profiles. All images supplied must be images the applicant is either the sole copyright holder of, or the applicant has express permission from the copyright holder/s to use the image for this purpose. All images must be supplied with complete and accurate image credits.
7. IartC use of Dealer Member images and information
When you become a Dealer Member, you can create a website profile and can then upload Artist-related images to promote your business and your alignment with the Code. This involves supply to the IartC of such images. Use of Dealer Member supplied images by the IartC is central to achieving the IartC’s vision of promoting the fair and ethical treatment of Aboriginal and Torres Strait Islander visual artists. IartC’s use of images will remain consistent with IartC’s vision at all times.
For images supplied by the Dealer Member to the IartC, on acceptance as an IartC Dealer Member, the Dealer Member grants the IartC a perpetual, non-exclusive, royalty-free, worldwide, transferable licence to host (including to grant sub-licences to hosting providers), use, modify, copy, publicly display and reproduce these images:
· for the IartC’s promotional purposes;
· for inclusion on the IartC member’s profile pages on the IartC website; and
· to promote the objects of the Code, including on the IartC website and social media.
The above purposes are non-commercial in nature, so the images will not be sold by the IartC or used on commercial products manufactured or sold by the IartC. If the IartC does use the images on promotional products, any applicable licence fees (if any), will be governed by arrangements between the IartC and the applicable Artist, and not by arrangements between the IartC and the Dealer Member.
For the purposes of this clause 7.1, you:
· must have obtained all necessary rights in respect of such images to enable you to grant the licence that you give to the IartC above; and
· warrant that the supply of images and IartC’s licence will not infringe the intellectual property rights of any other person or give rise to any liability to any other person.
You agree to indemnify and will keep the IartC indemnified for any claim, demand, injury, direct or indirect damage, loss or cost, liability, right of action or claim for compensation in contract, under statute or in tort (including negligence) made against or suffered by the IartC in connection with any failure by you to have obtained the necessary licence rights as required by the paragraph above or in relation to a claim by a third party alleging infringement of their intellectual property rights.
If you cannot agree to these terms or if you have not obtained all of the necessary rights, you must not supply any images to the IartC.
The IartC will fully credit any images used. As a perpetual licence, the IartC’s licence is not affected by you no longer being a Dealer Member, and the IartC’s licence will only end when your content is deleted from our systems. The IartC will use reasonable endeavours to stop actively using the images you have supplied to the IartC when you are no longer a Dealer Member.
7.3 Continued use
You must notify us if there are any images that you have supplied to us in which:
· you do not have the necessary rights, permissions or licences to supply the images to the IartC and grant the licence under this clause 7 to the IartC; or
· you do not, or no longer, provide permission to the IartC to continue to host, use, modify, copy, publicly display and reproduce those images.
8. Using the IartC website
9. Additional acknowledgements
In addition to the eligibility criteria set out in the IartC Constitution, Code and Membership Policy, all dealer membership applicants and Dealer Members must be eighteen years of age or over.
From time to time, we may update these Dealer Membership Application Terms. The updated Dealer Membership Application Terms will apply to all dealer membership applications from the time of posting on our website onwards.
If any of these Dealer Membership Application Terms are held to be invalid, unenforceable or illegal for any reason those terms will be severed, and the remaining Dealer Membership Application Terms shall nevertheless continue in full force.
These Dealer Membership Application Terms are governed by the laws in force in New South Wales, Australia. You agree to submit to the exclusive jurisdiction of the courts of that jurisdiction.