Aggregator Terms & Conditions

Effective Date: / / ____

These Terms & Conditions (“Terms”) govern the relationship between Galleryzone Private Limited (“Galleryzone”, “Company”, “we”, “us” or “our”) and the authorized Art Partner / Aggregator (“Aggregator”, “you” or “your”) participating in Galleryzone's artwork display, promotion and sales-support ecosystem.

By signing the applicable agreement, accepting inventory, displaying artwork, placing orders, or otherwise participating as an authorized Aggregator, you acknowledge and agree to comply with these Terms.

1.1 Galleryzone operates an art e-commerce and distribution platform intended to connect artists, suppliers, distributors, galleries, business partners and customers.

1.2 The Aggregator is appointed as an authorized display and sales-support partner for selected artworks and related products.

1.3 The Aggregator's role is limited to displaying, promoting and assisting customers in relation to artworks made available through Galleryzone.

1.4 The Aggregator does not acquire ownership of any artwork merely by receiving, displaying or holding the artwork.

2.1 The Aggregator acts as an independent business partner and not as an employee, legal representative, joint venture partner or franchisee of Galleryzone.

2.2 The Aggregator shall not represent itself as the owner or exclusive distributor of Galleryzone or any artwork unless specifically authorized in writing.

2.3 The Aggregator shall not make commitments, representations, warranties or contractual promises on behalf of Galleryzone without prior written authorization.

3.1 All artworks supplied through Galleryzone shall remain the property of the respective Artist until the conditions for transfer of ownership specified by Galleryzone have been completed.

3.2 The Aggregator shall not claim ownership, title, lien or any other proprietary interest over artwork held for display or sale.

3.3 Ownership shall transfer only after:

Full payment has been received from the customer;

Successful delivery has been completed; and

The applicable transaction and return/cancellation requirements have been completed.

3.4 The Aggregator shall not sell, pledge, mortgage, transfer, exchange, lend, gift or otherwise dispose of any artwork independently.

4.1 Galleryzone may place artwork inventory at the Aggregator's premises for display and customer engagement.

4.2 Artwork placed with the Aggregator shall ordinarily remain in the Aggregator's custody for a maximum period of 30 days, unless Galleryzone provides written approval for an extension.

4.3 The Aggregator shall:

Maintain artwork in a secure and professional environment;

Protect artwork from theft, loss, damage, moisture, fire and other foreseeable risks;

Ensure appropriate handling and storage;

Immediately notify Galleryzone of any damage, loss or suspected theft;

Maintain accurate records of artwork received and returned;

Permit Galleryzone to inspect or audit inventory when reasonably required; and

Return artwork immediately upon Galleryzone's written request.

4.4 The Aggregator shall not move artwork to another location without prior approval from Galleryzone.

5.1 The Aggregator shall display artworks professionally and in a manner consistent with Galleryzone's brand and presentation standards.

5.2 The Aggregator shall not modify, repair, frame, repaint, alter, label, reproduce or otherwise physically change an artwork without written authorization.

5.3 Any promotional material relating to artwork must use information approved or supplied by Galleryzone.

5.4 The Aggregator shall take reasonable measures to ensure customers do not damage or improperly handle displayed artwork.

6.1 All customer orders relating to Galleryzone-listed artworks shall be processed exclusively through Galleryzone's approved platform or process.

6.2 Galleryzone shall be responsible for:

Issuing customer invoices;

Collecting customer payments;

Coordinating authorized logistics;

Managing customer transaction communication; and

Processing applicable settlements.

6.3 The Aggregator shall not independently collect payment from customers for Galleryzone-listed artwork unless expressly authorized in writing.

6.4 The Aggregator shall promptly communicate customer enquiries and purchase requests to Galleryzone.

7.1 Artwork pricing shall be determined and controlled by Galleryzone.

7.2 The Aggregator may have the opportunity to determine or propose the applicable listed selling price through the Galleryzone portal in accordance with the platform's applicable process.

7.3 Once a price is approved/listed, the Aggregator shall not independently alter, reduce or increase the price.

7.4 Unauthorized discounts, offers, commissions, rebates or price changes are prohibited.

7.5 The Aggregator shall not advertise an artwork at a price inconsistent with the price approved by Galleryzone.

8.1 Before taking possession of artwork for display, the Aggregator shall pay a security deposit equivalent to 5% of the artwork value, together with applicable delivery charges.

8.2 The security deposit shall be adjusted in accordance with the applicable transaction upon successful sale.

8.3 Where artwork is lost, damaged or otherwise improperly handled while under the Aggregator's custody, Galleryzone may adjust or recover applicable amounts from the security deposit, subject to the circumstances and applicable agreement.

8.4 Any additional financial liability arising from damage, loss or unauthorized handling shall remain the responsibility of the Aggregator where attributable to the Aggregator's acts or omissions.

9.1 Subject to successful completion of the transaction, the Aggregator shall receive 20% of the difference between the Artist Price and the Galleryzone/Aggregator Listed Price.

9.2 The applicable formula is:

Aggregator Profit Share = 20% × (Listed Price − Artist Price)

9.3 Any additional commission or incentive shall be determined solely by Galleryzone and may be communicated separately.

9.4 The Aggregator's payment shall become due only after:

Full customer payment;

Successful delivery;

Completion of the applicable return/cancellation period; and

Confirmation that the transaction is not subject to an unresolved dispute, refund or cancellation.

10.1 Delivery shall be arranged through Galleryzone's authorized logistics partners or approved logistics process.

10.2 Shipping charges shall ordinarily be borne by the customer unless otherwise specified by Galleryzone.

10.3 The Aggregator shall cooperate with Galleryzone and its logistics partners for collection, packaging, dispatch and delivery coordination where required.

10.4 The Aggregator shall not independently appoint an unauthorized logistics provider for Galleryzone inventory without prior approval.

Galleryzone shall be responsible, subject to the applicable business process, for:

Product sourcing;

Inventory management;

Pricing administration;

Customer billing;

Marketing and promotion;

Payment settlement;

Technology platform operations;

Customer transaction coordination; and

Authorized logistics coordination.

The Aggregator shall:

Nominate one authorized Galleryzone coordinator;

Display artworks professionally;

Maintain artwork security and inventory;

Assist customers with basic product-related enquiries;

Support local promotion;

Coordinate orders through Galleryzone;

Follow Galleryzone's pricing and sales procedures;

Protect Galleryzone's reputation and intellectual property;

Provide accurate information to Galleryzone; and

Comply with all applicable laws and regulations.

13.1 Galleryzone shall undertake genuine sourcing of artworks through its approved process.

13.2 The Aggregator shall not independently issue warranties, guarantees, authenticity certificates or representations concerning an artwork unless specifically authorized by Galleryzone.

13.3 The Aggregator shall not make claims regarding an artwork's value, investment return, provenance or future appreciation unless such information has been officially provided by Galleryzone.

14.1 The Aggregator may promote Galleryzone artworks only in accordance with approved branding and promotional guidelines.

14.2 Galleryzone may provide approved artwork images, descriptions, prices, artist information and promotional materials.

14.3 The Aggregator shall not use misleading, false or unauthorized claims in connection with Galleryzone or its artworks.

14.4 Any use of Galleryzone's name, logo, trademarks, promotional materials or digital assets shall remain subject to Galleryzone's authorization.

15.1 All intellectual property belonging to Galleryzone, including its name, logo, trademarks, platform, software, website content, designs, processes and promotional materials, shall remain the exclusive property of Galleryzone.

15.2 Nothing in these Terms grants the Aggregator ownership of Galleryzone intellectual property.

15.3 The Aggregator shall not copy, modify, reproduce, reverse engineer, distribute or commercially exploit Galleryzone intellectual property without written authorization.

16.1 Both parties shall maintain confidentiality regarding confidential business information received from the other party.

16.2 Confidential information may include, without limitation:

Artist information;

Customer information;

Pricing information;

Business strategies;

Commercial terms;

Sales data;

Supplier information;

Technology and platform information; and

Non-public operational procedures.

16.3 Confidential information shall not be disclosed to third parties except where required by law or authorized in writing.

16.4 The confidentiality obligation shall survive termination of the business relationship to the extent permitted by applicable law.

17.1 The Aggregator shall use customer and business information only for legitimate Galleryzone-related activities.

17.2 The Aggregator shall not use customer information obtained through Galleryzone to independently solicit, redirect or complete transactions outside the Galleryzone system.

17.3 The Aggregator shall take reasonable measures to prevent unauthorized disclosure or misuse of customer information.

The Aggregator shall not:

Independently sell Galleryzone inventory;

Transfer ownership of Galleryzone inventory;

Alter artwork prices without authorization;

Provide unauthorized discounts;

Collect unauthorized customer payments;

Misrepresent ownership or authenticity;

Damage or improperly handle artwork;

Use Galleryzone intellectual property without authorization;

Circumvent Galleryzone's transaction process;

Redirect Galleryzone customers to competing platforms for the same transaction; or

Engage in fraudulent, misleading or unlawful conduct.

19.1 Galleryzone may reasonably inspect inventory held by the Aggregator.

19.2 The Aggregator shall cooperate with reasonable inventory verification and reconciliation.

19.3 Any discrepancy, missing artwork or unexplained inventory difference shall be promptly investigated.

19.4 The Aggregator shall maintain appropriate records relating to Galleryzone inventory and transactions.

20.1 These Terms shall remain effective for one year from the Effective Date unless terminated earlier.

20.2 The relationship may automatically renew unless either party provides 30 days' written notice of non-renewal or termination.

20.3 Any renewal may be subject to updated commercial terms or policies issued by Galleryzone.

21.1 Either party may terminate the relationship by providing 30 days' written notice, subject to completion of outstanding obligations.

21.2 Galleryzone may terminate the relationship immediately in cases including:

Fraud;

Misrepresentation;

Unauthorized sale;

Serious negligence;

Breach of confidentiality;

Misuse of Galleryzone property;

Unauthorized price alteration;

Unauthorized customer transactions;

Material inventory loss or damage attributable to the Aggregator; or

Other serious breaches of these Terms.

21.3 Upon termination, the Aggregator shall immediately:

Stop representing itself as an authorized Galleryzone Aggregator;

Stop using Galleryzone intellectual property;

Return all Galleryzone inventory;

Return or delete confidential information as directed;

Settle outstanding obligations; and

Cooperate in completing pending transactions.

22.1 Upon termination or written request from Galleryzone, all unsold artwork shall be returned promptly.

22.2 Artwork shall be returned in the same condition in which it was received, subject to ordinary handling approved by Galleryzone.

22.3 Any damage, loss or unauthorized alteration may result in financial recovery from the Aggregator, subject to applicable law and the circumstances of the loss.

23.1 Neither party shall be liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, governmental restrictions, war, civil disturbance, strikes, major technological failures or other comparable events.

23.2 The affected party shall notify the other party as reasonably practicable and take reasonable steps to minimize the impact.

24.1 These Terms may be amended by Galleryzone where necessary to reflect changes in business operations, technology, legal requirements or platform procedures.

24.2 Material commercial amendments applicable to the Aggregator shall be communicated through an appropriate written notice or updated agreement.

24.3 Any amendment specifically modifying the parties' contractual obligations shall be effective when accepted or signed as required.

25.1 The parties shall first attempt to resolve any dispute through mutual discussion and good-faith negotiation.

25.2 If the dispute cannot be resolved mutually, it shall be referred to arbitration in Hyderabad, Telangana, in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.

25.3 The arbitration proceedings shall be conducted in accordance with applicable law.

26.1 These Terms shall be governed by and interpreted in accordance with the laws of India.

26.2 Subject to the arbitration provision above, courts having appropriate jurisdiction in Hyderabad, Telangana shall have jurisdiction over matters arising from these Terms.

27.1 The Aggregator shall have no authority to bind Galleryzone to any contract, liability, guarantee, representation or commitment unless expressly authorized in writing.

27.2 Any unauthorized commitment made by the Aggregator shall be the Aggregator's responsibility.

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall continue to remain effective to the extent permitted by applicable law.

These Terms, together with the applicable MOU, agreements, approved policies and written amendments, constitute the understanding between Galleryzone and the Aggregator concerning the subject matter covered herein.

In case of any conflict between these Terms and a subsequently signed written agreement, the terms of the later agreement shall prevail to the extent of the conflict.

By signing below, the Aggregator confirms that it has read, understood and agreed to comply with these Terms & Conditions and the applicable Galleryzone MOU.

FOR GALLERYZONE PRIVATE LIMITED

Authorized Representative: __

Name: _

Designation: ____

Signature: __

Date: __

FOR AUTHORIZED ART PARTNER / AGGREGATOR

Name: _

Business Name: _

Address: ___

GST No.: ___

Mobile No.: _

Authorized Representative: __

Signature: __

Date: __

Place: __