Terms and Conditions

MADFRAME Auction Participation Terms & Conditions These Auction Participation Terms & Conditions (“Terms”) govern an Artist's participation in any live auction event organised, curated, promoted, and conducted by MadFrame (“MadFrame”, “the Company”, “we”). MadFrame is an auction event organiser and marketplace operator for contemporary emerging art. These Terms are designed to be transparent and mutually beneficial: they explain exactly what MadFrame provides, what the Artist provides, how commission is calculated, and how risk and responsibility are allocated between the parties. By creating an account, submitting an application to participate, submitting artwork for an Event, or checking the “I Agree” box during the digital onboarding flow, the Artist (“you”, “the Artist”) accepts these Terms in full and enters into a binding agreement with MadFrame. 1. Definitions 1.1 “Event” means a curated live auction event organised, produced, and conducted by MadFrame at a venue selected by MadFrame. 1.2 “Artwork” means any piece submitted by the Artist and accepted by MadFrame for sale at an Event. 1.3 “Lot” means an Artwork that has been accepted, catalogued, and scheduled for auction at a specific Event. 1.4 “Buyer” or “Collector” means any individual who places the winning bid on a Lot at an Event. 1.5 “Hammer Price” means the final winning bid price at which a Lot is declared sold by the auctioneer, exclusive of any applicable taxes. 1.6 “Success Fee” means the commission owed by the Artist to MadFrame on a completed sale, as set out in Section 8. 1.7 “Reserve Price” means the confidential minimum price, set by the Artist, at which a Lot may be sold. 1.8 “Starting Bid” means the opening price at which bidding on a Lot begins. 1.9 “Platform” means MadFrame's website, mobile interface, and associated digital tools used for artist applications, onboarding, lot submission, ticketing, and account management. 1.10 “Addendum” means a written supplemental agreement between MadFrame and the Artist, accepted in writing or electronically through the Platform, that modifies specific commercial terms (such as the Success Fee percentage) for one or more Events. 2. Application, Curation & Admission to Events 2.1 Participation in MadFrame Events is selective and by curation. Acceptance of these Terms, creation of an account, or submission of an application does not entitle the Artist to participate in any Event, and does not obligate MadFrame to accept, catalogue, or auction any Artwork. 2.2 The Artist applies for participation by submitting a portfolio, artwork images, descriptions, dimensions, and proposed pricing through the Platform. MadFrame's curatorial team reviews each application and each individual Artwork, assessing artistic quality, originality, fit with the Event's curatorial direction, price positioning, and the estimated probability of a successful sale. 2.3 MadFrame may, at its sole discretion and without obligation to give reasons: (a) accept or decline any application; (b) accept some but not all submitted Artworks; (c) request changes to pricing, framing, or presentation as a condition of acceptance; and (d) withdraw a previously accepted Lot at any time prior to the Event if circumstances change (including venue constraints, curatorial balance, or concerns regarding authenticity or condition). 2.4 An Artwork becomes a confirmed Lot for a specific Event only when MadFrame issues a written or electronic confirmation of acceptance through the Platform. Until such confirmation, no participation right exists. 2.5 The Artist acknowledges that curation is central to MadFrame's brand and to Buyer trust, and that decisions on admission, lot selection, and event composition rest exclusively with MadFrame. 3. Acceptance & Electronic Signature 3.1 These Terms may be accepted entirely by electronic means, including a click-to-accept checkbox, an in-app confirmation, or a typed or drawn electronic signature captured through the Platform. The Artist agrees that such electronic acceptance constitutes a legally binding signature with the same force and effect as a handwritten signature, consistent with Regulation (EU) No 910/2014 (eIDAS) and applicable Spanish law on electronic contracting. 3.2 MadFrame will retain a timestamped record of acceptance (IP address, account identifier, and the version of these Terms accepted) as evidence of the Artist's consent. The Artist may request a copy of the accepted version at any time. 3.3 The Artist must be at least 18 years of age and have full legal capacity to contract in order to participate. 3.4 Any Addendum modifying commercial terms for a specific Event may likewise be concluded electronically through the Platform and forms part of the agreement between the parties for that Event. 4. Role of MadFrame — Auction Organiser & Operator 4.1 MadFrame is the organiser and operator of the auction. In that capacity, MadFrame provides, at its own cost and effort: (a) selection, booking, and production of the Event venue; (b) curation of the artist roster and the composition of Lots; (c) marketing and promotion of the Event and of participating Artists to prospective Buyers and collectors across social media, email, press, and partner channels; (d) sale of tickets and pre-qualification of the attending audience; (e) a professional auctioneer and event staff to present each Lot and conduct the bidding process; and (f) the introduction and matching of Artists with prospective Buyers, including the exchange of contact details necessary to complete a sale. 4.2 MadFrame conducts the auction on behalf of the Artist as the seller. The contract of sale for each Lot is formed directly between the Artist (as seller) and the winning Buyer (as purchaser) at the fall of the hammer. MadFrame does not purchase, take title to, or resell any Artwork on its own account, and does not itself warrant the Artwork to the Buyer. 4.3 While MadFrame invests substantially in organising, promoting, and conducting each Event, its responsibilities are limited to the organisational services described in Section 4.1. All obligations relating to the physical Artwork, its delivery, its condition, payment collection, and post-sale fulfilment rest with the Artist as set out in Sections 5, 9, and 11. 4.4 MadFrame does not collect, hold, or process Buyer funds on the Artist's behalf, except where a specific installment or payment-administration arrangement is separately agreed in writing under Section 9.4. 5. Artist Responsibilities 5.1 Logistics and delivery. The Artist is solely responsible for: (a) transporting the Artwork to the Event venue by the load-in time notified by MadFrame, and removing unsold Artwork at the close of the Event or by the collection deadline notified by MadFrame; (b) ensuring the Artwork arrives ready for professional display (framed, wired, or otherwise fitted with adequate hanging or presentation hardware); and (c) the physical safekeeping of the Artwork before, during, and after the Event. 5.2 Insurance. The Artist is responsible for obtaining, at the Artist's own cost and discretion, any insurance the Artist considers appropriate to cover transit, exhibition, storage, and delivery risk. MadFrame does not insure the Artwork at any point. 5.3 Post-sale fulfilment. Following a successful sale, the Artist is solely responsible for: (a) collecting payment directly from the Buyer; (b) packaging and shipping, or hand-delivering, the Artwork to the Buyer within a commercially reasonable time; (c) issuing any certificate of authenticity, invoice, or receipt required; (d) complying with any tax, invoicing, or customs obligations arising from the sale; and (e) handling any post-sale queries, returns, or disputes raised by the Buyer regarding condition, authenticity, quality, or delivery. 5.4 Accuracy and warranties. The Artist warrants that: (a) each Artwork submitted is an original work created by the Artist, or the Artist otherwise holds full legal right to sell it and to grant the rights described in Section 10; (b) all information provided about the Artwork (title, medium, dimensions, year, condition, edition size) is accurate and complete; (c) the Artwork is free of any lien, encumbrance, or third-party claim; and (d) the Artwork does not infringe any third party's intellectual property or other rights. 5.5 Withdrawal and no-show. If, after a Lot is confirmed, the Artist withdraws the Lot or fails to deliver it to the Event without reasonable cause, MadFrame may exclude the Artist from future Events and recover reasonable catalogue and promotion costs incurred for that Lot. 6. Pricing, Starting Bid & Reserve 6.1 For each Lot, the Artist sets a Starting Bid and a confidential Reserve Price through the Platform. MadFrame may advise on pricing based on comparable results and audience data, but the final Reserve Price decision rests with the Artist. 6.2 If bidding does not reach the Reserve Price, the Lot remains unsold and no sale, and no Success Fee, arises. 6.3 MadFrame will not knowingly declare a Lot sold below its Reserve Price without the Artist's prior written or electronic confirmation (including SMS or in-app message), which may be given before or dynamically during the Event. 6.4 The Reserve Price is confidential. MadFrame will not disclose it to Buyers, and the Artist agrees not to disclose it to attendees before or during the Event. 7. Conduct of the Auction 7.1 The auctioneer conducts the bidding and has discretion, exercised in good faith, to: (a) set and adjust bidding increments; (b) refuse or reject any bid the auctioneer reasonably believes is not genuine; (c) resolve any dispute between bidders, including by re-opening bidding on a Lot; and (d) withdraw a Lot from sale during the Event where necessary for orderly conduct. 7.2 The fall of the hammer marks the conclusion of the sale contract between the Artist and the winning Buyer at the Hammer Price, subject to the Reserve Price having been met (or waived under Section 6.3). 7.3 MadFrame records the winning Buyer's contact details and the Hammer Price for each Lot and shares them with the Artist promptly after the Event to enable settlement and delivery. 8. Success Fee & VAT 8.1 Upon the successful sale of a Lot at an Event, the Artist owes MadFrame a Success Fee equal to ten percent (10%) of the Hammer Price. The remaining ninety percent (90%) of the Hammer Price is retained by the Artist. 8.2 The Success Fee percentage in Section 8.1 is MadFrame's base rate. MadFrame and the Artist may agree an increased Success Fee percentage for a specific Event, category of Lots, or additional services (such as enhanced promotion or featured positioning) by means of an Addendum accepted by the Artist in writing or electronically through the Platform prior to the relevant Event. In the absence of such an Addendum, the base rate of 10% applies. 8.3 The Success Fee is exclusive of VAT. Where applicable, Spanish VAT (IVA) at the prevailing rate will be added to the Success Fee and invoiced by MadFrame to the Artist. The Artist is responsible for any VAT or other tax obligations arising from the Artist's own sale of the Artwork to the Buyer. 8.4 The Success Fee (plus applicable VAT) is due and payable to MadFrame within seven (7) calendar days of the Artist's receipt of payment from the Buyer, by bank transfer or another electronic payment method designated by MadFrame. MadFrame will issue a corresponding invoice for each Success Fee. 8.5 Any transaction fees incurred by the Artist in collecting payment from the Buyer (including card-reader or bank fees) are the Artist's responsibility and are not deducted from the Success Fee owed to MadFrame. 8.6 Late payment of the Success Fee may result in suspension of the Artist's account and exclusion from future Events, without prejudice to any other remedy available to MadFrame, including statutory interest on late commercial payments. 9. Payment Flow & Settlement 9.1 Payment for a sold Lot is settled directly between the Buyer and the Artist, typically on the day of the Event or within seven (7) calendar days thereafter, by any payment method agreed between them. 9.2 MadFrame does not guarantee, and is not liable for, a Buyer's payment. If a winning Buyer fails to pay, MadFrame will use reasonable efforts to assist the Artist in contacting the Buyer, but the credit risk of non-payment rests with the Artist. A sale on which the Buyer definitively fails to pay, despite reasonable collection efforts, does not give rise to a Success Fee. 9.3 The Artist must inform MadFrame through the Platform when payment for each sold Lot has been received, to enable accurate Success Fee invoicing and sales reporting. 9.4 For higher-value Lots, MadFrame may, at its discretion and by separate written arrangement (Addendum), offer to administer an installment payment plan on the Artist's behalf, including collecting scheduled payments from the Buyer and remitting the Artist's share (net of the Success Fee and applicable VAT) on an agreed schedule. This Section 9.4 applies only where such an Addendum is agreed and does not otherwise limit Section 4.4. 10. Intellectual Property & Marketing Rights 10.1 The Artist retains all copyright and other intellectual property rights in each Artwork in perpetuity. Nothing in these Terms transfers ownership of any intellectual property to MadFrame. 10.2 The Artist grants MadFrame a non-exclusive, worldwide, royalty-free licence to photograph, film, and otherwise reproduce and display images of the Artwork, and to use the Artist's name, biography, and likeness where included in Event content, for the purposes of: (a) the Event catalogue (digital or printed); (b) marketing, advertising, and promotion of the Event, the Artist, and MadFrame across social media (including but not limited to Instagram, TikTok, Facebook, and Snapchat), email, press, and editorial content; and (c) MadFrame's post-event content and archive. 10.3 MadFrame will credit the Artist by name in connection with such promotional use, in a manner consistent with standard social media and marketing practice. 11. Liability, Risk & Insurance 11.1 Risk in the Artwork remains with the Artist at all times, including during transport, load-in, display at the Event, the auction itself, load-out, storage, and delivery to the Buyer. 11.2 MadFrame provides venue, event operations, promotion, curation, auctioneering, and buyer introductions on an “as is” basis. To the maximum extent permitted by applicable law, MadFrame accepts no liability for, and gives no warranty in respect of: (a) loss of, theft of, or damage to the Artwork at any time; (b) the Buyer's failure to pay or to honour a winning bid; (c) any dispute between the Artist and a Buyer as to authenticity, condition, quality, or delivery of the Artwork; (d) any tax, customs, or shipping liability arising from a sale; and (e) the level of attendance, bidding activity, or sales achieved at any Event. 11.3 MadFrame does not carry insurance covering the Artwork on the Artist's behalf. The Artist acknowledges that they bear the risk of loss or damage to their own Artwork and should arrange independent insurance if desired. 11.4 To the maximum extent permitted by applicable law, MadFrame's total aggregate liability to the Artist arising out of or in connection with an Event, however arising, shall not exceed the total Success Fees actually received by MadFrame from that Artist for that Event. 11.5 Nothing in this Section 11 excludes or limits liability that cannot be excluded or limited as a matter of mandatory Spanish or EU law, including liability for death or personal injury caused by negligence, or for fraud or wilful misconduct. 11.6 The Artist shall indemnify and hold MadFrame harmless from any third-party claim, loss, or expense arising from: (a) a breach of the warranties in Section 5.4; (b) the Artist's failure to fulfil a sale in accordance with Section 5.3; or (c) any dispute between the Artist and a Buyer relating to a completed sale. 12. Event Changes, Postponement & Cancellation 12.1 MadFrame may change the venue, date, or format of an Event for organisational reasons, giving the Artist as much notice as reasonably practicable. If a confirmed Lot cannot be accommodated as a result, the Artist may withdraw it without penalty. 12.2 MadFrame may postpone or cancel an Event where circumstances beyond its reasonable control (including venue failure, public-safety restrictions, or force majeure) make it impracticable to proceed. In that case, MadFrame's sole obligation to the Artist is to offer participation in a rescheduled or subsequent Event; MadFrame is not liable for any costs incurred by the Artist in preparation for the cancelled Event. 13. Conduct & Compliance 13.1 Events are ticketed and restricted to attendees aged 18 and over. 13.2 The Artist agrees to comply with MadFrame's reasonable instructions regarding delivery deadlines, load-in and load-out times, allocated display space, and on-site conduct, and with all venue rules and applicable safety regulations. 13.3 The Artist shall not bid, and shall not procure others to bid, on their own Lots for the purpose of artificially inflating the price. 14. Data Protection 14.1 MadFrame processes the Artist's personal data in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Spanish data protection law, as further described in MadFrame's Privacy Policy, which is incorporated into these Terms by reference. 14.2 Buyer contact details shared with the Artist under Section 7.3 may be used by the Artist solely for completing the sale and delivery of the relevant Lot, and for lawful post-sale communication consistent with data protection law. 15. Term & Termination 15.1 These Terms apply to each Event for which the Artist is confirmed and terminate, with respect to any unsold Artwork, upon the close of the Event and safe collection of the Artwork by the Artist. 15.2 MadFrame may suspend or terminate an Artist's participation and account for breach of these Terms, including non-payment of a Success Fee, provision of materially inaccurate information about an Artwork, or conduct that MadFrame reasonably considers damaging to its brand, community, or Events. 15.3 Sections 5.4, 8, 9, 10 (for content already published), 11, 14, and 16 survive termination. 16. Governing Law & Jurisdiction 16.1 These Terms are governed by the laws of Spain. Any dispute arising out of or in connection with these Terms shall be submitted to the courts of Madrid, Spain, without prejudice to any mandatory forum rules that may apply. 17. Miscellaneous 17.1 Amendments to commercial terms for a specific Event (including the Success Fee percentage) are made exclusively by Addendum as described in Sections 3.4 and 8.2. 17.2 If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects its commercial intent. 17.3 These Terms, together with any Event-specific lot confirmation and any applicable Addendum, constitute the entire agreement between the Artist and MadFrame regarding a given Event and supersede any prior discussions on the same subject. 17.4 MadFrame may update these Terms from time to time; the version in force for an Event is the version communicated to the Artist through the Platform prior to that Event. 17.5 The Artist may not assign their rights or obligations under these Terms without MadFrame's prior written consent. MadFrame may assign these Terms to a successor entity operating the MadFrame business. 17.6 Notices under these Terms may be given electronically through the Platform or by email to the addresses registered by each party.