The Studio Art Gallery & Tour Guide

Partnership Agreement

  1. The company or the Tour Guide operator (hereinafter collectively “the Tour Guide”), needs to complete the Information Form and accept the terms and conditions set forth in this document (“Agreement”) in order to participate in a Partnership Program with the Studio Art Gallery (“the Gallery”).
  2. The Tour Guide agrees that he/she shall use their best efforts to take tour groups to the Studio Art Gallery and shall encourage tour group members to make purchases at the gallery. In addition, the Tour Guide agrees that it shall abide all by Program procedures (“Program Procedures”) and rules issued by the Gallery, and shall:
    • Provide a completed Information Form.
    • Promptly notify the Gallery in writing to of any changes in the data in the Information Form.
  3. The Tour Guide understands and agrees that the Gallery has no contractual or other duties to the Tour Guide except as expressly set forth herein.

The Gallery agrees that it shall:

  • Subject to Number 5, below, pay the Tour Guide a commission (“Commission”) for purchases made by members of Tour Guide’s tour groups at the Gallery (“Purchases”), such Commission to be based on the actual sale price (excluding sales tax) of such Purchases.
  • Set the rate and amount of such Commission determined by the Gallery at its sole discretion;
  • Prepare and make available to Tour Guide upon Tour Guide’s request, applicable Commission rate for Purchases at the Gallery (“List”). The Commission rates and other information on the List shall be for informational purposes only, subject to change without notice, and shall not be construed as binding upon the gallery; and,
  • Notify the Tour Guide of any changes to this Agreement or to the Program by such means as the Gallery, in its sole discretion, deems appropriate.
  1. The Commission rate is set at 10% on all items purchased by members of Tour Guide’s tour group, except when Casual-Staff are employed:
    • Casual-Staff are normally employed to work on Sundays, but also occasionally on other week days when requested by the Gallery’s directors. A Casual-Staff worker is entitled to receive a 5% Commission on every sale he/she processes. Therefore, on such days as a casual-staff worker is employed, the Tour Guide will only receive a 5% commission.
    • When items in the Gallery are on ‘special’, or ‘discounts’ are granted by the Gallery’s directors, The Tour Guide will receive a 10% Commission on the discounted sale price (excluding sales tax) of such items.
    • The Gallery is not obliged to pay the Tour Guide a Commission for purchases made at other businesses, shops, restaurants, or establishments located at Imhoff Farm, as these are not included in this Partnership Agreement.
  2. The Tour Guide understands and agrees that the Gallery shall not be obligated to pay a Commission for Purchases unless all of the following conditions have been satisfied with respect to each Purchase:
    • The Tour Guide has acted in accordance with all Program Procedures; and,
    • The Tour Guide has presented himself/herself to a Gallery employee upon arrival, or has notified the Gallery of the visit in advance.
  3. Subject to the other provisions of this Agreement, the Gallery shall make payments to Tour Guide pursuant to the following procedure:
    • Within 15 (fifteen) business days of receiving and clearing of payments for Purchases attributed to Tour Guide’s tour groups, the Gallery will make an EFT directly into the Tour Guide’s bank account (as provided by the Tour Guide in the completed Information Form) for the amount of Commission owing under this Agreement.
  4. Tour Guide may withdraw from the Program at any time for any reason by written notice to The Gallery may terminate this Agreement at any time for any reason by giving notice to Tour Guide by any means the Gallery, in its sole discretion, deems appropriate. Tour Guide understands and agrees that he/she shall not be entitled to Commission payments for any Purchases made after the date of withdrawal or termination. Tour Guide further agrees that upon termination or withdrawal, Tour Guide shall return to the Gallery any materials provided to Tour Guide by the Gallery and shall not represent him or herself as being affiliated with the Gallery.
  5. Tour Guide understands and agrees that the Gallery has the sole right to modify any part or all of this Agreement at any time without prior notice, at its sole discretion. Such modifications may include, but are not limited to:
    • The rate of Commission for Purchases at the Gallery;
    • The timing and method of Commission payments to Tour Guide.
  6. Tour Guide shall be solely responsible for payment of all applicable taxes arising from payments made by the Gallery to Tour Guide.
  7. During the course of Tour Guide’s participation in the Program, Tour Guide has had and will have access to and gain knowledge of highly confidential and proprietary information (“Confidential Information”) which is the property of the Gallery, or which the Gallery is under an obligation not to disclose, including but not limited to: the terms of this Agreement and any other agreements or contracts used by the Gallery, information regarding the, commission rates, the number and amounts of Purchases, the Gallery marketing plans and materials, other information related to the foregoing, other information which gives the Gallery an opportunity to gain a competitive advantage, and information about the means which by which the Gallery operates the Program including without limitation the Gallery’s organizational structure, technology, and corporate procedures.
  8. Tour Guide agrees to use best efforts and the utmost diligence to guard and protect the Gallery’s trade secrets and Confidential Information, and Tour Guide further agrees that Tour Guide shall not, during or after the period of Tour Guide’s participation in the Program, use or disclose, directly or indirectly, any of these trade secrets or Confidential Information which Tour Guide may develop, obtain, or learn about during or as a result of Tour Guide’s participation in the Program, unless previously authorized to do so by the Gallery in writing.
    Tour Guide acknowledges that the trade secrets and Confidential Information are owned and shall continue to be owned by the Gallery and that misuse, misappropriation or disclosure of trade secrets or Confidential Information could cause irreparable harm to the Gallery both during and after Tour Guide’s participation in the Program.
  9. Tour Guide acknowledges that the damages which may arise from a breach of Sections 9, 10, or 11 of this Agreement are irreparable and difficult to prove with certainty. If any covenant contained in Sections 9, 10, or 11 of this Agreement is breached, in addition to any other legal remedies which may be available, the Gallery shall be entitled to an immediate injunction from a court of competent jurisdiction to end such breach without further proof of damage.
  10. Tour Guide agrees to indemnify and hold harmless the Gallery and its contractors, officers, owners, directors, agents, representatives and employees against all claims, losses, suits, damages, judgments, expenses, costs and charges of any kind, including attorneys’ fees and fees incurred as a result of establishing the Gallery’s right to indemnification hereunder, resulting from or related to this Agreement including without limitation any or all of the following:
    • Tour Guide’s travel to and from the Gallery;
    • Tour Guide’s visits to the Gallery’s premises;
    • Personal injuries, death, property damages or loss or any other damages sustained by any person, including any consequential, punitive, special, and indirect damages, all of which Tour Guide agrees are excluded hereunder, and all of which are hereby disclaimed by the parties.
    • Tour Guide understands and agrees that this provision and all other provisions set forth herein apply to any and all persons associated or affiliated with Tour Guide, including but not limited to Tour Guide’s owners, employees, agents, representatives, contractors, officers, customers, and tour group members.
  1. If any portion of this Agreement is changed or determined to be unenforceable, all other terms and conditions shall remain in full force and effect.
  2. No waiver or failure to assert a right by either party of any default or breach by the other party of any provision of this Agreement will operate as or be deemed a waiver of any subsequent default or breach.
  3. This Agreement constitutes the entire understanding between the parties. It cancels and supersedes all prior agreements and understandings.
  4. This Agreement shall be governed by and construed in accordance with the laws of South Africa without regard for its conflicts of laws principles.
  5. Tour Guide and the Gallery each agree that the venue for any action brought pursuant to or related to this Agreement shall be Cape Town, South Africa. The Gallery shall be entitled to reimbursement from Tour Guide for any costs or expenses that the Gallery incurs in enforcing this Agreement, including reasonable attorney’s fees.
  6. This Agreement shall not take effect unless and until the Gallery signifies its acceptance of Tour Guide’s Information Form by confirming to Tour Guide that the Gallery has received and accepted Tour Guide’s Information Form.