ArtPass Terms of Service

Last updated: 27 Aug 2026

Part A — Terms applying to everyone

1. Overview

ArtPass is operated by Art Galleria Limited (NZBN 9429050261260) and its Related Companies (“Art Galleria”, “ArtPass”, “we”, “us” or “our”).

These Terms of Service (“Terms”) govern access to and use of ArtPass, including its websites, applications, public exhibition catalogues, QR-code pages, visitor accounts, exhibitor administration portal, APIs, communications and related services (“Services”).

By accessing or using the Services, you agree to these Terms.

If you use ArtPass on behalf of an organisation, you represent that you are authorised to bind that organisation. In that case, “you” includes both you and the organisation.

If you do not agree to these Terms, you must not use the Services.

2. ArtPass participants

ArtPass may be used by:

  • Visitors, being people who browse or otherwise interact with public ArtPass content;
  • Account Holders, being Visitors who create an ArtPass visitor account;
  • Buyers, being people who submit a purchase request or Order;
  • Exhibitors, being galleries, dealers, artists, organisations or other sellers who present artworks through ArtPass;
  • Exhibitor Users, being authorised personnel who administer an Exhibitor’s participation;
  • Event Organisers, being organisations responsible for an art fair, exhibition, biennale or other event presented through ArtPass; and
  • Event Organiser Users, being authorised personnel who administer an Event Organiser’s participation.

Different provisions of these Terms apply to different participants.

3. Definitions

In these Terms:

Account means a visitor, Exhibitor or Event Organiser account used to access restricted features of ArtPass.

Artwork means an artwork, edition, object or related item presented through ArtPass.

Commercial Arrangement means the applicable order form, quote, subscription, event offer, sponsorship arrangement, billing plan or other agreement setting out an Exhibitor’s or Event Organiser’s access, fees or commercial terms.

Connected Account means a Stripe or other payment account owned or controlled by an Exhibitor and connected to ArtPass.

Event means an art fair, exhibition, biennale or other event presented through ArtPass.

Exhibition means an Exhibitor’s catalogue, booth, presentation or show within an Event or otherwise presented through ArtPass.

Listing means information published through ArtPass concerning an Artwork, artist, Exhibitor, Event, Exhibition or related subject.

Order means a checkout order or other proposed purchase of an Artwork submitted through ArtPass.

Platform Fee means any setup, subscription, exhibition, success, transaction or other fee payable to ArtPass under a Commercial Arrangement.

Related Company has the meaning given under the New Zealand Companies Act 1993, adapted as necessary for companies incorporated elsewhere.

Stripe means Stripe and its related payment and connected-account services.

User Content means content, information or data uploaded, submitted, synchronised, communicated or otherwise made available through ArtPass by a user.

4. Eligibility

You must not create an ArtPass account if you are under 16.

You may browse public ArtPass content without an account, subject to these Terms.

You may only place an Order if:

  • you have legal capacity to enter into the proposed purchase;
  • you are authorised to use the selected payment method; and
  • the transaction is lawful in your jurisdiction and the Exhibitor’s jurisdiction.

A parent, guardian or other authorised adult may act for a person who lacks legal capacity where permitted by law.

You must not use ArtPass if applicable law prohibits you from receiving or using the Services.

5. Accounts and security

Where an Account is required, you must:

  • provide accurate, complete and current information;
  • keep your authentication credentials confidential;
  • use only an Account that you are authorised to use;
  • maintain the security of devices used to access the Account;
  • promptly notify us of suspected unauthorised access; and
  • ensure activity performed through your Account complies with these Terms.

You are responsible for activity performed through your Account unless caused by a failure for which ArtPass is legally responsible.

An organisation is responsible for managing its users, roles and permissions and for promptly removing access when a person is no longer authorised.

We may use an external identity provider to authenticate Accounts. Use of that provider may also be subject to its terms.

6. Acceptable use

You must use ArtPass lawfully and must not:

  • interfere with the operation, security or integrity of the Services;
  • attempt to gain unauthorised access to an Account, system or data;
  • introduce malicious code;
  • impersonate another person or organisation;
  • use ArtPass to deceive, defraud, threaten, harass or harm another person;
  • collect personal information from ArtPass for unsolicited marketing;
  • scrape, crawl, index or automatically extract content without written authorisation;
  • reverse engineer or attempt to obtain source code, except where applicable law expressly permits this;
  • circumvent a security, access-control or usage restriction;
  • submit content that is unlawful, defamatory, misleading, infringing, obscene, abusive or malicious;
  • use ArtPass to sell an item that is unlawful, stolen, counterfeit or subject to restrictions that have not been properly disclosed; or
  • assist another person to do any of these things.

Authorised use of an ArtPass API or integration is subject to the applicable API, integration and access terms.

We may investigate suspected misuse and take reasonable action, including restricting access, removing content or preserving information required for an investigation.

7. Changes to these Terms

We may amend these Terms from time to time.

An amendment takes effect when published or on a later date stated by us.

Where an amendment is material, we may provide notice through the Services, by email or by another reasonable method.

Continued use of the Services after the effective date of amended Terms constitutes acceptance of those Terms, except where applicable law requires a different form of agreement.

An existing Commercial Arrangement continues to govern the applicable commercial terms unless it is amended in accordance with that arrangement.

Part B — Additional terms for Exhibitors and Event Organisers

8. Participation and event-specific terms

An Exhibitor’s or Event Organiser’s access to ArtPass may be provided through:

  • a subscription;
  • an exhibition fee;
  • an event-specific offer;
  • a sponsorship or organiser arrangement;
  • an Art Galleria plan or integration;
  • a complimentary or pilot arrangement; or
  • another Commercial Arrangement.

Additional terms may apply to a particular Event, Exhibition or integration, including:

  • eligibility requirements;
  • setup and publication deadlines;
  • content requirements;
  • fees;
  • success-fee rates;
  • access periods;
  • event dates;
  • organiser requirements; and
  • post-event availability.

Where event-specific terms conflict with these Terms, the event-specific terms prevail only to the extent of that conflict and only for that Event or Exhibition.

The Event Organiser does not become the seller of an Artwork merely because the Artwork is included in its Event.

9. Exhibitor responsibility for Listings

The Exhibitor is solely responsible for its Listings and must ensure that they are:

  • accurate and not misleading;
  • current to the extent reasonably practicable;
  • lawful;
  • supported by appropriate records;
  • published with all necessary authority, permissions and licences; and
  • consistent with applicable consumer, advertising, copyright, privacy and trade-practices laws.

The Exhibitor is responsible for the accuracy and lawful presentation of information concerning:

  • the Artwork;
  • artist and authorship;
  • title and ownership;
  • authenticity and attribution;
  • provenance;
  • condition;
  • dimensions and materials;
  • edition size and numbering;
  • price and currency;
  • GST, VAT and other taxes;
  • availability;
  • location;
  • shipping or collection;
  • import and export restrictions; and
  • any other sale term.

The Exhibitor must promptly correct or withdraw information that it knows, or reasonably ought to know, is inaccurate, misleading or no longer current.

ArtPass may remove or restrict a Listing where we reasonably believe it:

  • breaches these Terms;
  • is unlawful;
  • infringes another person’s rights;
  • creates a security or fraud risk;
  • is materially misleading; or
  • may expose ArtPass, an Event Organiser or another person to legal or reputational harm.

10. Rights to Exhibitor content

As between ArtPass and the Exhibitor, ownership of the Exhibitor’s User Content remains with the Exhibitor or the relevant rights holder.

The Exhibitor grants ArtPass a non-exclusive, worldwide, royalty-free licence to:

  • host;
  • copy;
  • store;
  • resize;
  • format;
  • reproduce;
  • display;
  • communicate;
  • distribute;
  • technically modify; and
  • make available

the User Content as reasonably necessary to operate, secure, promote and improve ArtPass and to present the relevant Event, Exhibition, Exhibitor, artist or Artwork.

This licence includes publication through:

  • public ArtPass pages;
  • visitor applications;
  • QR-code destinations;
  • search and browsing functions;
  • event pages;
  • authorised APIs and integrations;
  • transactional communications; and
  • reasonable Event or ArtPass promotional materials.

The Exhibitor represents and warrants that:

  • it has authority to grant this licence;
  • ArtPass’s permitted use will not infringe another person’s rights;
  • it has obtained any necessary artist, photographer, copyright, privacy and publicity permissions; and
  • it will pay any royalty or other amount arising from its provision of the content.

The licence ends when the content is removed from active use, except to the extent continued storage or use is reasonably necessary for existing transactions, backups, legal compliance, archival records, dispute resolution or aggregated analytics.

11. Visitor information and marketing

An Exhibitor may receive visitor information when a Visitor:

  • enquires;
  • makes an offer;
  • requests a hold;
  • submits a purchase request; or
  • places an Order.

The Exhibitor must use that information only as reasonably necessary to:

  • respond to the request;
  • communicate about the relevant Artwork;
  • consider or administer the proposed transaction;
  • arrange payment, collection, packing, shipping or insurance;
  • provide invoices and transaction records;
  • meet legal, tax and accounting requirements; and
  • handle a cancellation, return, refund, chargeback or dispute.

The Exhibitor must not:

  • add the Visitor to a mailing list;
  • send unrelated marketing;
  • disclose the information to an unrelated third party; or
  • use the information for another incompatible purpose

unless the Visitor has separately opted in or the use is otherwise clearly permitted by applicable law.

The Exhibitor acts as an independent controller or equivalent responsible organisation for personal information it receives and must:

  • comply with applicable privacy and electronic-marketing laws;
  • protect the information;
  • restrict access to authorised personnel;
  • maintain appropriate records of consent;
  • respond to privacy-rights requests;
  • notify ArtPass of a security incident affecting ArtPass-derived information where reasonably necessary; and
  • stop using or delete information when legally required.

Privacy consent or acknowledgement provided through an ArtPass enquiry form is not, by itself, consent to unrelated marketing.

12. Exhibitor and event analytics

ArtPass may provide Exhibitors with aggregated or pseudonymous analytics concerning their Exhibition, Listings and Artworks.

These analytics may include:

  • visitors and sessions;
  • views and impressions;
  • QR-code scans;
  • saves and favourites;
  • search terms;
  • device types;
  • traffic sources;
  • enquiries and offers;
  • purchase activity;
  • sales totals;
  • conversion measures; and
  • augmented-reality usage.

ArtPass does not provide an Exhibitor with a named list of people who merely browsed, saved or followed its content.

An Event Organiser may receive exhibitor-level aggregate analytics for Exhibitions participating in its Event.

An Event Organiser does not, by default, receive:

  • Exhibitor-owned enquiry conversations;
  • named favourite or follower information;
  • buyer contact details; or
  • Exhibitor Order records.

An Event Organiser may receive identifiable information where a Visitor contacts the Event Organiser directly or where another disclosure is expressly explained and legally permitted.

ArtPass may generate, use and retain aggregated or de-identified analytical information for service delivery, research, security, product development, benchmarking and statistical analysis.

13. Stripe and the Exhibitor’s payment account

An Exhibitor that enables online payment must connect and maintain its own eligible Stripe account or another payment account supported by ArtPass.

The Exhibitor:

  • is the owner or authorised controller of that payment account;
  • must complete all onboarding and verification required by Stripe;
  • must comply with Stripe’s terms;
  • is responsible for the accuracy of account and payout information;
  • is responsible for payment-processing fees, reserves, holds and negative balances;
  • is responsible for chargebacks and payment disputes;
  • must keep the payment account in good standing; and
  • authorises ArtPass and Stripe to exchange information necessary to provide the payment integration.

Artwork payments are processed on or through the Exhibitor’s payment account.

ArtPass does not:

  • become the seller;
  • take title to the Artwork;
  • hold the Artwork sale proceeds as escrow;
  • determine Stripe’s payout timing;
  • control Stripe’s reserves or account restrictions; or
  • guarantee the availability or performance of the Exhibitor’s payment account.

Stripe may deduct or transfer the applicable ArtPass Platform Fee as part of payment processing.

Where an Exhibitor uses an Art Galleria commerce integration, payment may be technically facilitated through that integration. This does not make Art Galleria the seller or responsible for managing or refunding the Order.

14. The Exhibitor is the seller

The Exhibitor offering an Artwork is the seller and merchant of record for that Artwork.

The contract for the sale of an Artwork is between the Exhibitor and the Buyer.

Neither ArtPass nor an Event Organiser:

  • is the seller, dealer, consignor or owner of the Artwork;
  • takes title to the Artwork;
  • makes the sale on its own behalf;
  • guarantees the Exhibitor’s obligations;
  • guarantees the Buyer’s performance; or
  • becomes a party to the sale merely by providing the Services.

The Exhibitor is solely responsible for:

  • accepting or declining Orders;
  • confirming availability;
  • communicating with the Buyer;
  • issuing any invoice or receipt required by law;
  • fulfilment;
  • packing;
  • shipping;
  • insurance;
  • collection;
  • import and export requirements;
  • taxes;
  • cancellations;
  • returns;
  • buyer refunds;
  • chargebacks;
  • condition or authenticity claims; and
  • buyer and seller disputes.

15. Order monitoring and confirmation

The Exhibitor must actively monitor Orders and notifications received through ArtPass.

Unless a different period is displayed or agreed for the relevant Event, the Exhibitor must confirm or decline a paid Order within 48 hours after payment is reported to ArtPass.

The Exhibitor acknowledges that:

  • payment may be captured through its Stripe account before it confirms the Order;
  • payment capture does not itself constitute acceptance of the Buyer’s offer;
  • the Artwork may be shown as reserved while confirmation is pending;
  • a sale becomes binding only when the Exhibitor confirms the Order; and
  • ArtPass does not confirm or decline Orders on the Exhibitor’s behalf.

If the Exhibitor:

  • cannot confirm availability;
  • cannot fulfil the Order;
  • identifies a material error in the Listing;
  • declines the Order; or
  • does not confirm the Order within the applicable confirmation period,

the Exhibitor must promptly issue the Buyer a full refund through its own Stripe account or applicable payment account.

The Exhibitor is responsible for ensuring that the refund is correctly submitted and for communicating with the Buyer about its status.

ArtPass may provide technical notifications, reminders and status displays, but ArtPass does not:

  • manage the Order;
  • issue or authorise the Buyer’s refund;
  • access the Exhibitor’s funds for that purpose;
  • guarantee the timing or completion of the refund;
  • communicate acceptance or rejection on the Exhibitor’s behalf; or
  • adjudicate a dispute between the Exhibitor and Buyer.

ArtPass may update the Order record after receiving information from Stripe or another payment integration. That record is an administrative status record and does not transfer responsibility for the Order to ArtPass.

16. Fulfilment, returns and disputes

The Exhibitor must clearly communicate any terms relevant to:

  • collection;
  • delivery;
  • packing;
  • shipping;
  • insurance;
  • import and export;
  • timing;
  • returns;
  • cancellation; and
  • condition.

The Exhibitor is responsible for all post-confirmation obligations and remedies, including those arising under applicable consumer law.

The Exhibitor and Buyer must address transaction disputes with each other in the first instance.

ArtPass does not:

  • inspect the Artwork;
  • determine authenticity or attribution;
  • assess condition;
  • determine whether a return is valid;
  • decide responsibility for loss or damage;
  • resolve a buyer and seller dispute; or
  • administer a chargeback.

Nothing in these Terms limits a non-excludable legal right or payment-network right.

17. ArtPass fees

The Platform Fees applicable to an Exhibitor or Event Organiser are set out in the relevant Commercial Arrangement.

Platform Fees may include:

  • setup fees;
  • subscription fees;
  • exhibition fees;
  • success fees;
  • transaction fees; and
  • agreed adjustments.

A success-fee rate may vary between Events, Exhibitions, organisations or commercial arrangements.

The applicable rate for an Order is the rate agreed or configured for the relevant Exhibition when the Order is created.

A success fee may be deducted from the Exhibitor’s proceeds by Stripe. It is not, unless expressly stated, an additional surcharge payable by the Buyer.

Stripe processing fees and ArtPass Platform Fees are separate.

Where:

  • an Order was never confirmed by the Exhibitor; and
  • the Exhibitor issues the Buyer a full refund through its own payment account,

any ArtPass success fee charged on that Order will be reversed or credited to the Exhibitor.

That fee reversal or credit:

  • is a reconciliation between ArtPass and the Exhibitor;
  • does not make ArtPass responsible for the Buyer’s refund; and
  • may be implemented through Stripe, a credit or another reasonable reconciliation method.

The treatment of ArtPass fees for:

  • a post-confirmation cancellation;
  • a discretionary return;
  • a partial refund;
  • a chargeback; or
  • another payment dispute

is governed by the Commercial Arrangement.

Unless required by law or expressly stated in the Commercial Arrangement, other Platform Fees are non-refundable.

18. Taxes

The Exhibitor is responsible for:

  • determining whether GST, VAT, sales tax, duties or other taxes apply;
  • correctly displaying or communicating applicable taxes;
  • issuing legally compliant tax invoices;
  • collecting and remitting taxes;
  • maintaining tax records; and
  • obtaining tax advice.

ArtPass may calculate, display or transmit tax information as a technical feature, but does not warrant that the information is correct for the Exhibitor’s circumstances.

19. Event Organiser responsibilities

An Event Organiser is responsible for:

  • having authority to publish and administer the Event;
  • ensuring Event information is accurate;
  • managing participating Exhibitions and organisational access;
  • communicating event-specific requirements;
  • lawfully handling information received through organiser-owned enquiries; and
  • complying with applicable privacy, advertising and event laws.

The Event Organiser must not use aggregate ArtPass analytics to attempt to identify individual Visitors.

An Event Organiser must not access or use an Exhibitor’s confidential, enquiry or transaction information except where expressly authorised through ArtPass and permitted by law.

Part C — Additional terms for Visitors and Buyers

20. Browsing, saves and follows

Visitors may browse public ArtPass catalogues, Events, Exhibitions, Exhibitors, artists and Artwork Listings without creating an Account.

An Account is required to:

  • save or favourite an Artwork; and
  • follow an artist, Exhibitor or Event.

Saving or following content does not disclose your identity to the relevant Exhibitor or Event Organiser.

ArtPass may provide aggregated save and follow counts, but does not provide the Exhibitor with a named list.

A saved Artwork may later become unavailable if:

  • the Listing is withdrawn;
  • the Exhibition is no longer public;
  • the Artwork is sold;
  • the Exhibitor’s access ends; or
  • ArtPass removes the content.

ArtPass does not guarantee that saved content will remain publicly available indefinitely.

21. Enquiries, offers and hold requests

You may submit an enquiry, offer or hold request without an ArtPass Account.

When you do so:

  • the contact details and contents you submit are shared with the relevant Exhibitor or Event Organiser;
  • the recipient may contact you directly;
  • submitting a request does not guarantee a response;
  • an offer does not bind the Exhibitor unless the Exhibitor expressly accepts it;
  • a hold request does not reserve an Artwork unless the Exhibitor approves the hold; and
  • an enquiry does not give you priority over another potential Buyer.

You must provide accurate information and must not use an enquiry, offer or hold request for harassment, spam, fraud or another unlawful purpose.

22. Artwork Listings

Artwork Listings are provided by or on behalf of Exhibitors.

ArtPass does not independently verify every statement in a Listing.

To the maximum extent permitted by law, ArtPass does not warrant:

  • authenticity;
  • attribution;
  • authorship;
  • title or ownership;
  • provenance;
  • condition;
  • dimensions;
  • materials;
  • edition details;
  • price;
  • tax treatment;
  • availability;
  • location;
  • shipping information; or
  • fitness for a particular purpose.

You should ask the Exhibitor for any information or documentation you consider necessary before purchasing.

Images displayed through ArtPass may not precisely reproduce an Artwork’s colour, scale, texture, framing or condition on every device.

An augmented-reality preview is an approximate visualisation and is not a substitute for confirming measurements, scale, condition or installation requirements.

23. Placing an Order

An Artwork Listing is an invitation for you to submit an Order to the Exhibitor. It is not an offer by ArtPass to sell the Artwork.

When you submit an Order:

  • you make an offer to purchase the Artwork from the Exhibitor;
  • you authorise payment through the Exhibitor’s Stripe account or other applicable payment account;
  • payment may be captured immediately;
  • the Exhibitor receives your contact and Order details;
  • the Exhibitor must confirm availability and acceptance; and
  • ArtPass records and displays available technical status information.

Neither payment capture nor an automated checkout receipt constitutes acceptance by the Exhibitor.

The contract of sale is formed only when the Exhibitor confirms the Order.

ArtPass is not a party to that sale.

You should retain your payment receipt, Order communications and Exhibitor confirmation for your records.

24. Pending confirmation

Unless a different period is displayed for the relevant Event, the Exhibitor is required to confirm or decline a paid Order within 48 hours after payment is reported.

While an Order is pending:

  • the Artwork may be displayed as reserved;
  • the payment may already have been captured in the Exhibitor’s Stripe account; and
  • no binding sale exists until the Exhibitor confirms the Order.

If the Exhibitor declines or cannot confirm the Order, the Exhibitor is responsible for issuing a full refund through its own Stripe account or applicable payment account.

ArtPass does not:

  • confirm or decline the Order;
  • hold the purchase price;
  • issue or authorise the refund;
  • manage the Order for the Exhibitor;
  • guarantee the Exhibitor’s response;
  • guarantee the timing of the refund; or
  • resolve the transaction on behalf of either party.

Questions concerning confirmation, fulfilment, cancellation or a refund must be directed to the Exhibitor.

Any rights you may have through your card issuer, payment provider or applicable law remain unaffected.

25. After confirmation

Once the Exhibitor confirms the Order, the Exhibitor and Buyer are responsible for completing the transaction.

The Exhibitor is responsible for:

  • invoicing;
  • collection or delivery;
  • packing;
  • shipping;
  • insurance;
  • export documentation;
  • applicable taxes and duties;
  • authenticity and condition representations;
  • returns;
  • cancellations;
  • refunds;
  • warranty or consumer-law remedies; and
  • transaction disputes.

You are responsible for:

  • providing accurate contact and delivery information;
  • being available to complete agreed arrangements;
  • paying any amount properly due;
  • complying with applicable import, export and collection requirements; and
  • inspecting information and documents supplied by the Exhibitor.

ArtPass does not provide shipping, storage, insurance, customs-clearance or authentication services unless expressly stated for a specific service.

26. Returns, cancellations and refunds

Return, cancellation and refund rights are governed by:

  • applicable consumer law;
  • the terms communicated by the Exhibitor;
  • the circumstances of the transaction; and
  • any rights available through the payment provider or card issuer.

The Exhibitor is responsible for deciding and administering a cancellation, return or refund.

ArtPass does not:

  • operate a buyer refund service;
  • authorise refunds;
  • withdraw funds from the Exhibitor’s Stripe account;
  • determine whether a Buyer is entitled to a refund;
  • adjudicate authenticity or condition claims; or
  • guarantee an Exhibitor’s performance.

Nothing in these Terms excludes a right or remedy that cannot lawfully be excluded.

27. Buyer and seller disputes

A dispute concerning:

  • the Artwork;
  • the Listing;
  • availability;
  • confirmation;
  • authenticity;
  • provenance;
  • condition;
  • fulfilment;
  • shipping;
  • damage;
  • return;
  • cancellation;
  • refund; or
  • chargeback

is a dispute between the Buyer and the Exhibitor.

ArtPass is not required to mediate or adjudicate that dispute.

This does not prevent either party from exercising rights against the other under applicable law or through an available payment-network or card-issuer process.

A separate complaint concerning the operation of the ArtPass Services may be submitted to ArtPass.

Part D — General legal terms

28. ArtPass intellectual property

ArtPass and its licensors own all rights in the Services and the materials created or provided by ArtPass, including:

  • software;
  • code;
  • databases;
  • interfaces;
  • designs;
  • layouts;
  • documentation;
  • text;
  • graphics;
  • trade marks;
  • logos;
  • analytical systems; and
  • functionality.

Subject to these Terms, ArtPass grants you a limited, non-exclusive, non-transferable, revocable right to use the Services for their intended purpose.

No ownership right is transferred to you.

You must not copy, modify, distribute, sell, license, create derivative works from or commercially exploit ArtPass materials except as expressly permitted.

Third-party Artwork images, artist materials, Exhibitor logos and other User Content remain the property of their respective rights holders.

29. User communications and content

You retain ownership of content that you submit, subject to any rights held by another person.

You grant ArtPass a non-exclusive, worldwide, royalty-free licence to host, store, copy, process and communicate that content as reasonably necessary to:

  • provide the Services;
  • deliver it to the intended recipient;
  • maintain security;
  • comply with law;
  • investigate misuse; and
  • enforce these Terms.

You must not submit content unless you have authority to do so.

ArtPass does not endorse and is not responsible for statements made by an Exhibitor, Event Organiser, Visitor or other third party.

30. Confidentiality

An Exhibitor, Event Organiser and ArtPass must protect the other party’s non-public confidential information using reasonable care.

Confidential information may be used or disclosed only:

  • to perform obligations or exercise rights under these Terms;
  • to personnel or advisers who need to know it and are subject to confidentiality obligations;
  • with the other party’s consent;
  • where it becomes public without breach;
  • where lawfully received from another source without restriction;
  • where required by law; or
  • in connection with a bona fide business transaction subject to appropriate confidentiality protections.

Visitor enquiries, buyer information and non-public transaction information must be treated as confidential except as required to administer the relevant request or transaction.

31. Privacy

Our collection and handling of personal information is described in the ArtPass Privacy Policy.

You must comply with applicable privacy and data-protection laws when using ArtPass.

An Exhibitor or Event Organiser that receives personal information through ArtPass acts as an independent controller or equivalent responsible organisation for its subsequent processing of that information.

32. Third-party services

ArtPass may interoperate with third-party services, including:

  • Stripe;
  • identity providers;
  • Art Galleria;
  • cloud-hosting providers;
  • email providers;
  • monitoring services; and
  • third-party websites or applications.

Use of a third-party service may be subject to separate terms and privacy policies.

ArtPass does not control and is not responsible for:

  • a third party’s service availability;
  • its account-verification decisions;
  • payment authorisations;
  • payouts;
  • reserves;
  • chargebacks;
  • security practices;
  • content; or
  • independent handling of personal information.

A link or integration does not constitute an endorsement of the third party.

33. Service availability

We use reasonable care in operating ArtPass, but do not guarantee that the Services will always be:

  • available;
  • uninterrupted;
  • error-free;
  • secure;
  • compatible with every device; or
  • free from delay.

ArtPass may be affected by:

  • internet or network failures;
  • device limitations;
  • hosting or payment-provider outages;
  • maintenance;
  • software defects;
  • malicious activity;
  • third-party integrations;
  • data-synchronisation delays; and
  • events outside our reasonable control.

Listing, payment or status information may be delayed or temporarily inconsistent because it is received from an Exhibitor or third-party integration.

34. Changes to the Services

We may add, change, suspend or discontinue a feature where reasonably necessary for:

  • product development;
  • security;
  • legal compliance;
  • technical maintenance;
  • third-party changes;
  • event requirements; or
  • commercial reasons.

Where practicable, we will give affected business users reasonable notice of a material change that substantially reduces paid functionality.

We do not guarantee that a particular feature, Event or Listing will remain available indefinitely.

35. Suspension and termination

You may stop using ArtPass at any time.

We may suspend or terminate access where:

  • these Terms are breached;
  • fees remain unpaid;
  • use creates a security or legal risk;
  • an Account is used without authority;
  • content infringes another person’s rights;
  • an Exhibitor or Event ceases to be eligible;
  • a Connected Account is unavailable;
  • we are required to act by law; or
  • continued provision is no longer reasonably practicable.

An Exhibitor’s public Exhibition and administrative access may end after the applicable Event or access period.

Termination or expiry does not affect:

  • rights and liabilities accrued before termination;
  • an existing contract between an Exhibitor and Buyer;
  • the Exhibitor’s obligation to administer an Order, refund or dispute;
  • payment obligations;
  • privacy and confidentiality obligations;
  • rights in aggregated or de-identified information;
  • legal-retention obligations; or
  • provisions intended to survive termination.

We may retain transaction, enquiry, security and legal records as described in the ArtPass Privacy Policy.

36. Consumer rights

Nothing in these Terms excludes, restricts or modifies any guarantee, condition, right or remedy that cannot lawfully be excluded, restricted or modified.

Depending on the circumstances, these rights may arise under:

  • the New Zealand Consumer Guarantees Act 1993;
  • the Australian Consumer Law; or
  • another applicable consumer-protection law.

Where ArtPass is permitted to limit its liability for a failure to provide the Services, its liability may, at ArtPass’s option, be limited to:

  • supplying the affected Services again; or
  • paying the reasonable cost of having the affected Services supplied again.

This clause concerns the ArtPass Services. It does not transfer an Exhibitor’s obligations as seller to ArtPass.

37. Artwork and transaction disclaimer

To the maximum extent permitted by law, ArtPass is not responsible or liable for:

  • the accuracy of an Exhibitor’s Listing;
  • authenticity, attribution, provenance, title or condition;
  • price or availability;
  • an Exhibitor’s authority to sell;
  • the quality or suitability of an Artwork;
  • an Exhibitor’s confirmation or failure to confirm;
  • packing, shipping, insurance, collection, import or export;
  • taxes or duties;
  • an Exhibitor-issued invoice;
  • a return, cancellation or refund;
  • a chargeback;
  • an act or omission of a Buyer, Exhibitor or Event Organiser; or
  • a dispute between a Buyer and Exhibitor.

ArtPass’s operation of the Services does not represent an endorsement, authentication, valuation or approval of an Artwork or Exhibitor.

38. General limitation of liability

Subject to clause 36 and to the maximum extent permitted by law:

  • the Services are provided on an “as available” basis;
  • ArtPass excludes implied warranties and conditions that may lawfully be excluded;
  • ArtPass is not liable for indirect, incidental, special, exemplary, punitive or consequential loss;
  • ArtPass is not liable for loss of profit, revenue, opportunity, goodwill, anticipated savings or data; and
  • ArtPass is not liable for loss caused by a third-party service, payment provider, Exhibitor, Event Organiser, Visitor or event outside our reasonable control.

Nothing in these Terms excludes liability that cannot legally be excluded.

39. Indemnity

To the maximum extent permitted by law, an Exhibitor or Event Organiser indemnifies ArtPass and its personnel against loss, liability, claim, damage and reasonable legal cost arising from or relating to:

  • its User Content;
  • its Listing;
  • its Artwork;
  • its breach of these Terms;
  • infringement of another person’s intellectual-property or privacy rights;
  • misleading or unlawful information;
  • its processing of visitor or buyer information;
  • its failure to comply with marketing laws;
  • a sale or proposed sale;
  • authenticity, attribution, provenance, title or condition;
  • tax;
  • fulfilment;
  • return, cancellation, refund or chargeback;
  • a dispute with a Buyer; or
  • its negligence, fraud or wilful misconduct.

This indemnity does not apply to the extent the loss was directly caused by ArtPass’s own negligence, fraud, wilful misconduct or breach of law.

A Visitor indemnifies ArtPass against loss arising from the Visitor’s unlawful misuse of the Services, fraud, infringement of another person’s rights or material breach of these Terms.

40. Disputes involving ArtPass

This clause applies to a dispute between you and ArtPass concerning these Terms or the ArtPass Services.

It does not make ArtPass a party to a Buyer and Exhibitor transaction dispute.

Before commencing court proceedings, the party raising the dispute must give the other party written notice describing:

  • the dispute;
  • the desired outcome; and
  • the proposed steps to resolve it.

The parties must attempt in good faith to resolve the dispute by negotiation for at least 14 days.

If the dispute is not resolved, the parties may agree to mediation in Auckland, New Zealand, through an appropriate recognised mediation body.

This clause does not prevent a party from:

  • seeking urgent interlocutory relief;
  • exercising a non-excludable consumer right;
  • using an available payment-network process against the relevant transaction party; or
  • making a complaint to a regulator.

41. Governing law

These Terms and your use of ArtPass are governed by the laws of New Zealand.

Subject to clause 40, the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

This does not deprive a consumer of mandatory rights available under the laws of the place where the consumer resides or where the relevant transaction occurs.

The governing law of a sale between an Exhibitor and Buyer may also be affected by the Exhibitor’s sale terms and applicable consumer law.

42. Force majeure

A party is not liable for delay or failure to perform an obligation, other than a payment obligation, to the extent caused by an event outside its reasonable control.

The affected party must take reasonable steps to minimise the effect of the event and resume performance when reasonably possible.

This clause does not remove an Exhibitor’s obligation to return money where it cannot supply an Artwork and applicable law requires a refund.

43. General

If any provision of these Terms is invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue.

A failure to enforce a provision is not a waiver.

You may not assign your rights or obligations under these Terms without our prior written consent.

We may assign or transfer our rights and obligations as part of a restructuring, financing, sale or transfer of the ArtPass business, subject to applicable law.

These Terms, together with the ArtPass Privacy Policy, the applicable Commercial Arrangement and any event-specific terms, constitute the agreement between you and ArtPass concerning the Services.

A Commercial Arrangement does not make ArtPass a party to a contract for the sale of an Artwork unless ArtPass expressly agrees otherwise in writing.

44. Contact

Questions or complaints concerning the ArtPass Services may be sent to:

Email: support@artgalleria.com

Questions concerning an Artwork, Order, confirmation, fulfilment, return, cancellation or buyer refund must be directed to the relevant Exhibitor.