Seller terms

Welcome to Wax Poetics! Please find our general seller terms & conditions laid out below.

This Agreement sets out the basis on which you (The Seller) have agreed to work with W.P. Media B.V. of Weesperzijde 142-2, Amsterdam, 1091 ET, The Netherlands (Wax Poetics, us, our).

Platform:

Shall mean the web-based sales and auction platform owned and operated by Wax Poetics for the sale of collectible products accessible at www.waxpoetics.com

Product(s):

Shall mean the collectible products available for sale on the Platform that fall into the following categories:

• Seller Owned Products

Products originally owned by the Seller.

• Co-Created Products

Products created ad hoc by us in collaboration with the Seller (excluding any editorial products created by us such as magazines).

Revenue:

Shall mean the final sale price received by us from the sale of the Product on the Platform, excluding any charges applied to the buyer in coordinating the sale (including but not limited to in relation to shipping, fulfilment, verification and insurance).

Transaction Fee:

Shall mean the 2% of the total transaction price in respect of third party payment service provider costs, being the actual final sale price of the relevant Product.

Costs:

For Seller Owned Products: the Transaction Fee; and

For Co-Created Products: the Transaction Fee and all bona fide third party costs, expenses, charges, or other monies associated with the manufacture, distribution, promotion and sale of the Products, including any applicable taxes and any refunds (if applicable) as approved by Seller.

Net Receipts:

Shall mean for each Product sold on the Platform the Revenue less the applicable Costs.

Seller Share of Net Receipts:

Shall mean the share of Net Receipts payable by us to the Seller in respect of each Product sold via the Platform set out in the “rate card” at Schedule 1.

Seller Obligations:

The Seller agrees to:

• coordinate with us for the sale of the Products on the Platform; and
• help with marketing in relation to the sale of the Products where relevant

Wax Poetics Obligations:

We agree to:

• handle or assist with the fulfilment process for each Product to be sold on the Platform, including the collection from Seller and delivery of the Products to the purchasers; we can handle shipping and fulfillment and will pay for and ensure that Seller products that are sold at auction on the Platform are properly insured against damage and liabilities. 
• decide the ‘buy it now price’ or timing of the auction launch for each Product; and
• pay the Seller the Seller's Share of Net Receipts within seven (7) days of receipt of cleared funds by the purchaser.

1. Parties’ Obligations
1.1 The Parties shall be responsible for the fulfilment of their respective Obligations as specified in the Key Terms.
1.2 Each Party shall act in good faith to cooperate with the other party in fulfilling its duties and Obligations under this clause 1.

2 Grant of Rights
2.1 You hereby grant to us:
(a) the non-exclusive limited license to use, and to authorize others to use, your name, professional name(s), in respect
of any of the foregoing names all applicable logo(s) and trade marks (whether registered or not), signature(s),
voice(s), approved likeness(es), approved photograph(s) and biographical materials for all purposes in connection
with the production, promotion and/or exploitation of the Products, including the creation of the Co-Created Products; said license to expire upon the fulfillment of the parties of the parties herein.
(b) the exclusive right to sell (and to authorize the sale of) the Products on the Platform on your behalf; and
(c) the exclusive right to collect monies arising from the sale of the Products on the Platform.
2.2 All intellectual property created pursuant to the grant of rights in 2.1 above, shall be owned by Seller, and Wax Poetics shall not exploit any such intellectual property other than by way of sale and promotion of the Products on the Platform as envisaged under this Agreement, unless otherwise approved by Seller in writing. Both parties will retain all Intellectual Property they owned prior to this agreement and nothing in this agreement will be deemed to affect said ownership.

3 Remuneration
3.1 In consideration of the Seller fulfilling their obligations under this Agreement and the rights granted herein, we shall pay the Seller the Artist’s Share of Net Receipts from any sale of Products through the Platform.
3.2 You shall be entitled to receive the payment of the Seller’s Share of Net Receipts for each Products sold via the Platform within seven (7) days of receipt of the Product by the purchaser.

4 Sale of Products
4.1 We will endeavor to sell the Products through the Platform. While we strive to achieve a sale, we cannot guarantee that the Products will be sold, nor do we make any representation of success regarding their sale.
4.2 The ‘buy it now’ price or starting price for the auction of the Products will be discussed and mutually agreed upon with you. However, we retain the final discretion to set the ‘buy it now price’ or published starting price on the Platform.
4.3 If a purchaser has legitimate reasons to return a Product sold via the Platform, such as it not being as described at the time of sale, the Seller is required to refund the Seller’s Share of Net Receipts. The specifics of what constitutes a legitimate reason for a return will be clearly detailed in our return policy.

5 Warranties
5.1 You warrant, represent and undertake that:
(a) you are entitled to sell the Products and enter into and perform this Agreement and to grant the rights expressed to be granted under it free of any encumbrance;
(b) you shall ensure that the rights granted and the Products under this Agreement shall not be obscene, be defamatory of any person, or infringe or violate any third-party rights;
(c) we shall have the right to use your name (including any professional name(s)), approved likenesses and approved biographies in connection with the distribution, promotion and sale of the Products.
5.2 You shall indemnify us on demand against any and all claims, demands, damages, losses, liabilities, costs and expenses (including legal fees) suffered or incurred by us as a result of or in connection with any breach by you of any of your warranties, representations, undertakings or agreements under this Agreement.

6. Termination and suspension
6.1 Either party may terminate this Agreement with immediate effect by notice to the other if the other: commits a material breach of this Agreement and fails to remedy that breach within 30 days after receipt of notice requesting its remedy; or is the subject of (except as part of a bona fide scheme of reconstruction or amalgamation) winding-up or bankruptcy proceedings. Termination of this Agreement shall be without prejudice to either party's accrued rights or remedies.

7. Notices
7.1 Any notice to be given under this Agreement shall be in writing, in English and signed by or on behalf of the party giving it and shall be delivered by email and deemed delivered at the time the email is sent. However, if delivery or email occurs outside of business hours (9:30 a.m. to 5:30 p.m.), it will be considered received at 9:30 a.m. on the next business day.

8. General
8.1 The parties shall mutually do (or procure the doing of) such further acts, and execute and deliver (or procure the execution and delivery of) such other documents, as are needed to (a) implement, give full effect to and evidence fully the provisions of this Agreement, (b) perfect, protect and/or enforce the rights granted and confirmed to us under this Agreement, including (i) assisting us in making and/or pursuing any claim against any third party for infringement of any of the rights granted and confirmed to us pursuant to this Agreement, and (ii) defending any claim by a third party that the use of such rights by us or by any other person infringes any rights of such third party.

8.2 You may not assign or otherwise dispose of your rights and/or obligations under this Agreement (except by way of directing us to make payment of amounts payable to you under this Agreement to a third-party nominee instead of you). We may assign or otherwise dispose of our rights and/or obligations under this Agreement to any third party, provided that we shall remain liable for such obligations until such time as such third party covenants directly with you to assume such obligations. Nothing in this Agreement shall limit our right to assign, license or otherwise dispose of our rights.
8.3 This Agreement contains the entire agreement and understanding of the parties, and supersedes any previous agreement or understanding (whether oral or written) between the parties, in relation to the subject-matter of this Agreement.
8.4 Nothing in this Agreement shall constitute a partnership, joint venture, relationship of agency or contract of employment between the parties.
8.5 This Agreement shall be governed by, and construed in accordance with the laws of the State of New York, and each party irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the federal courts located in the City and County of New York, State of New York (both in respect of contractual and non-contractual claims.