Contracts checklists

1 Using the gallery, dealer and agent checklist

The following checklist covers many of the issues that arise when artists enter into an arrangement with a private gallery, dealer or agent. The checklist takes the form of a series of subject headings below which are a number of questions to consider. Further explanation of the issues relating to each question is available as popup notes.

Relationships between artists and gallery/dealers and agents are not static. As the profile of the artist and their sales increase, the number of exhibitions/art fairs at which they are represented and all other areas of the gallery's work for the artist also increases (publicity, promotion, documentation etc).

If an artist's work changes direction or their output reduces, the gallery/dealer may choose to reduce the emphasis give to that artist for a period. The key to a successful relationship is to treat it as a 'marriage', where there is give and take on both sides to work out any issues as they arise, with a focus on a long-term and mutually beneficial future.

2 Relationships

Relationships between artists and gallery/dealers can vary from:

  • a gallery which will mount one-off shows and which represent the artist only for the duration of the show and in relation to the work on show
  • commercial galleries who develop long-term relationships with their artists, they may put on regular shows and between shows act as general agents for the artists they show, often holding stock of their work and arranging commissions for new work
  • private dealers/agents who usually try to sell the artist's work or get commissions but have no premises for exhibiting

Given the developmental nature of the relationship, gallery/dealers are unlikely to issue a formal written contract when they begin to represent a new artist. Many arrangements are agreed verbally, but it is good practice whenever possible to write a letter to the gallery/dealer confirming these verbal arrangements so that there is a written reminder of each party's commitments.

3 Exclusivity

  • Will the gallery/dealer have an exclusive relationship with the artist? Note: In return for representing an artist the gallery/dealer will sometimes demand that no one else can represent the artist. Exclusivity can be limited geographically (for example, representation within the UK only) or by medium (for example, works on paper). Artists should be reluctant to give a gallery/dealer exclusivity unless they are convinced it is justified, for example because the gallery/dealer is well established and has a good reputation and/or the gallery/dealer is specific about what they are expected to do in return for the exclusivity.
  • Which geographical area/s will the relationship cover? Note: Exclusivity can be limited geographically. For example a gallery/dealer can be granted exclusive rights to represent the artist in the UK only.
  • Which types of work will the relationship cover? Note: Exclusivity can be limited by medium. For example, a gallery/dealer can have exclusive rights to sell works on paper only, with a second gallery/dealer having exclusive rights to sell the artist's paintings
  • Will the artist be allowed to exhibit work at public galleries?
  • Does the relationship relate only to new work?
  • Does the relationship include public or private commissions?

4 Work on consignment/sold outright

  • Will the gallery/dealer take work on consignment or will the gallery/dealer buy work outright from the artist? Note: Work on consignment is held by the gallery/dealer and looked after on the artist's behalf. The artist remains owner of the work and when it is sold the artist receives the sale price less the agreed sales commission.

    Works bought by a gallery/dealer outright can be sold on without consulting the artist on price. Although selling a work outright to a gallery/dealer will provide the artist with money in hand, this may be less money than if a consigned work had been sold.
  • How many works will the gallery/dealer take on consignment?
  • Where will these works be stored?
  • Will work on consignment be available for exhibition elsewhere, for example at a public gallery?
  • Who will be responsible for arranging transport of the work to and from the gallery/dealer? Note: Any works consigned to the gallery/dealer should be clearly itemised in a consignment receipt listing the title, size, medium, date and selling price (excluding VAT) of each work. This document will act as proof of delivery and ownership of the work. It should be signed by a representative of the gallery confirming receipt of the works in good condition.
  • Who will be responsible for packing the work prior to transport?
  • Who will be responsible for insuring the work whilst in transport and whilst with the gallery/dealer? Note: The works should be insured for no less than the agreed sale price less the gallery/dealer's commission (excluding VAT).

5 Sale of work

  • What will be the agreed sales price for each of the works held on consignment?
  • How much commission will the gallery/dealer charge? Note: Commission is usually expressed as a percentage of the sales price net of VAT. Commission rates can vary but may be as much as 60% of the sale price.
  • Will the amount of sales commission charged by the gallery/dealer vary for studio sales? Note: Studio sales are sales of work that have been arranged privately between a buyer and the artist. gallery/dealers will usually expect to be paid a commission on these sales, but at a lower rate than charged for gallery sales.

    It is sometimes possible to negotiate that commission is only payable when the buyer is introduced by the gallery/dealer, or that the artist may sell a stated value or number of works privately each year without paying commission to the gallery/dealer.
  • Will the amount of sales commission charged by the gallery/dealer vary for work in different media?
  • Will the amount of sales commission charged by the gallery/dealer vary for commissioned works? Note: For commissioned new work the gallery/dealer's sales commission will usually be based on the commission fee after deducting expenses and materials costs.
  • How much discount can the gallery/dealer offer to museums or collectors?
  • Will the artist receive a share of any sales from catalogues/postcards and if so how much? Note: The share of the proceeds that the artist receives may vary depending on whether sales of catalogues are made during or after an exhibition.
  • Will the artist be offered an advance on future sales? Note: This is only usually offered by some of the more established galleries and takes the form of an advance against future sales or else as a guarantee of minimum sales over an agreed period.
  • When will the artist be paid for any sales made by the gallery/dealer? Note: The artist will usually be paid within a short period (often 30 days) after the sale is made and the sale price received by the gallery/dealer.
  • Will the artist receive a regular statement showing what sales have been made and how the commission has been calculated?

6 VAT

  • Is the artist VAT registered? Note: If so VAT will have to be added to the selling price of the work.
  • Is the gallery VAT registered Note: If the gallery/dealer is VAT registered they will have to add VAT to the sales commission that they charge to the Artist. In addition (unless the artist is not VAT registered and the gallery/dealer has made a suitable arrangement with Customs and Excise) the gallery/dealer will have to charge VAT on the selling price.
  • If the gallery/dealer is VAT registered, but the artist is not VAT registered will the gallery/dealer make suitable arrangements with Customs and Excise not to add VAT to the selling price? Note: As the gallery/dealer (VAT registered) is selling work as an agent for the Artist (not VAT registered), Customs and Excise can grant the gallery/dealer permission not to add VAT on to the selling price provided certain conditions are met - see contracts builder glossary 'selling price'.

7 Copyright/reproduction rights

  • Who will own the copyright in the work on consignment? Note: The artist will retain copyright of any work held on consignment by the gallery/dealer
  • What reproduction rights will the artist grant the gallery/dealer and future buyer? Note: The artist will usually retain reproduction rights in any work, but grant the gallery/dealer and any subsequent buyer the right to reproduce the work for publicity and promotional purposes only.

8 Exhibitions and art fairs

  • Will the artist be represented at art fairs?
  • How many exhibitions will the artist be offered? Note: Gallery/dealers will usually offer an artist an exhibition soon after they have begun to represent them. After this initial exhibition, future exhibitions will depend upon the level of sales and the type of work that the artist is producing. It is not uncommon if the relationship is going well for the artist to be offered a solo exhibition at least every 2 years.
  • Will the exhibition be a solo or group exhibition?
  • Where will the exhibition be held?
  • Which of the following exhibition related expenses will the gallery/dealer pay for: transport, packing, insurance, advertising, catalogue and other promotional print, framing, installation, opening events and hospitality, photography and press images?
  • Will the artist be involved in the hanging of the exhibition?
  • What are the dates and opening times of the exhibition?
  • What is the date and time of the preview?
  • Will the artist be expected to attend a press preview/interviews with press?
  • How may guests can the artist invite to the preview?
  • Will a catalogue (postcards or other print) be produced to accompany the exhibition?
  • If so how many free copies will the artist receive?
  • Will the artist be consulted on the selection and cropping of images?

9 Termination

  • How can the relationship be brought to an end? Note: It is best practice to agree under what circumstances the relationship can be terminated and the result for each party. Ideally either party should be allowed to give a minimum period of notice (say one or two months) to end the relationship at any time. In practice once a relationship has gone sour, representation is often terminated without notice.
  • Will the gallery/dealer still receive commission on any sales it initiated once the relationship has come to an end? Note: It is common for gallery/dealers to continue to receive commission on any sales to buyers introduced by the gallery/dealer for a period after the relationship has ended. Or on occasion to share this commission with another gallery/dealer who has taken up representing the artist.
  • What will happen if the artist dies?
  • What will happen if the gallery/dealer goes out of business? Note: Unless the gallery/dealer has bought the work outright, any unsold work held on consignment will still belong to the artist. The artist should be able to recover this work from the gallery/dealer or its receiver or administrator. In this situation the artist should act swiftly and go to the gallery/dealer to request the work back, then write to the gallery/dealer requesting return of the works and including copies of the consignment note as proof of delivery.

    If the gallery is already closed the artist writes to the receiver demanding return of the work held by the gallery/dealer enclosing the consignment note that proves ownership. This letter should be sent recorded delivery and a copy kept.

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