Terms of Service

1. Introduction and Acceptance

1.1 The Back Room (“we”, “us”, “our”, the “Platform”) operates a secondary marketplace for the sale and purchase of fine art between collectors (“Members”, “you”).

1.2 By creating an account or otherwise using the Platform, you agree to be bound by these Terms of Service (“Terms”). If you do not agree, you must not use the Platform.

1.3 The Back Room is not open to the general public in the way a typical marketplace is. Anyone may apply for membership, but we vet and approve applications at our discretion in order to maintain a collector community of an appropriate standard. We may decline an application, or suspend or revoke an existing Member's access, at our discretion, including where a Member's conduct or profile is inconsistent with the collector community these Terms are designed to protect.

1.4 We may update these Terms from time to time. Material changes will be notified to Members by email to their registered address at least 14 days before taking effect. Continued use of the Platform after that date constitutes acceptance.

2. Eligibility and Membership

2.1 To become a Member you must:

• be at least 18 years of age;
• provide accurate, current, and complete registration information;
• complete our identity verification process; and
• hold a valid payment/payout method connected via Stripe Connect.

3. Listings and the Provenance Passport

3.1 Sellers may list works they own for sale on the Platform (“Listings”). Every Listing must be submitted for our review and approved before it appears on the Platform; we may decline to approve a Listing, or may require further information or documentation before doing so, at our discretion. By creating a Listing, you represent and warrant that:

• you are the legal and beneficial owner of the work, or are authorised by the owner to sell it;
• the work is free of any lien, charge, security interest, or third-party claim not disclosed in the Listing;
• all information provided — including provenance, condition, medium, dimensions, and edition details — is true, accurate, and not misleading; and
• you have the right to grant the licences described in these Terms.

4. Offers, Sale, and Instalment Plans

4.1 Members may make offers on Listings through the Platform's messaging and offer tools. A sale is formed when a Seller accepts an offer through the Platform.

4.2 Standard payment. Full payment is processed via Stripe Connect at the time of sale, with our commission (clause 6) deducted automatically before payout to the Seller.

4.3 Instalment Plans. Instalment Plans are available on works with an agreed sale price of A$5,000 or above. Where a Seller offers an instalment arrangement:

• the Buyer selects a deposit of 20%, 25%, 30%, 40%, or 50% of the agreed sale price (minimum 20%);
• of that deposit, an amount equal to 5% of the total sale price is released immediately to the Seller as a non-refundable holding fee, in consideration for the Seller reserving the work and withdrawing it from further sale;
• the remaining deposit balance, and all subsequent instalments, are held via Stripe Connect pending release in accordance with this clause;
• the remaining balance is payable in equal monthly instalments over a term selected by the parties of 3, 4, 5, or 6 months. The Back Room issues each instalment invoice to the Buyer on the agreed date; the Seller can monitor payment status (on time, late, or outstanding) from their profile at any time;
• if a Buyer misses a scheduled instalment, the Seller is notified and a 14-day grace period applies. If the payment is not received within the grace period, the plan is considered in default and the matter is flagged for review by our administration team;
• on default, following the 14-day grace period, funds already paid (the remaining deposit balance plus any instalments already paid) are not automatically refunded to the Buyer. Held funds are never released to the Seller and are never apportioned between the Buyer and the Seller — the Seller always retains the 5% holding fee and no commission applies on a default. The only matter determined by us on a case-by-case basis is whether the held funds, less any Stripe processing fees already incurred, are returned to the Buyer immediately, or the sale instead continues under an adjusted Instalment Plan, having regard to these Terms, the Platform's published dispute process, and the circumstances of the default, after engaging with both parties;
• once the final instalment clears, handover details are sent to both parties via the Platform. Transport and logistics may be coordinated through the Platform as an optional service;
• after confirming receipt of, and satisfaction with, the work, the Buyer releases the held balance to the Seller via their profile. The full held balance transfers to the Seller's account, less our commission (clause 6), which we retain at that point. Commission is charged at the standard tier rate (clause 6.1) on the full agreed sale price and is deducted on fund release only — never in the event of default;
• title to the work does not pass to the Buyer until the sale price has been released to the Seller in full, unless otherwise agreed in writing between the parties and us.

5. Introduction Protection (Non-Circumvention)

5.1 The Platform's value depends on transactions being completed through it. Where we introduce, connect, or facilitate contact between a Buyer and a Seller in relation to a specific work (an “Introduction”), Members agree not to complete a sale of that work, or knowingly assist a sale of that work, outside the Platform in order to avoid commission.

5.2 This obligation continues for 12 months from the date of the Introduction. It applies for the full 12-month period regardless of whether the introduced transaction proceeds immediately — so a sale of the same work between the same parties at any point within that 12-month window is treated as arising from the Introduction, even if it was delayed, initially fell through, or changed form.

5.3 We may reasonably treat a Member as having circumvented the Platform in breach of this clause where Platform records show, for example, that a Buyer engaged with a Listing for a work (including by messaging its Seller, making an offer, or being the subject of an Introduction in relation to it) and that same work is subsequently recorded as belonging to that Buyer within the 12-month period — including where this comes to light through information either party provides when registering or updating a Provenance Passport for the work — without the sale having completed through the Platform.

5.4 Where we reasonably determine a breach of this clause has occurred, the Member responsible must, in order to retain access to the Platform, pay us the commission that would have applied under clause 6 to the circumvented sale — either directly, or by way of an addition to the commission payable on their next completed sale through the Platform. If the Member does not pay the outstanding amount by either method, or does not accept these Terms, we may suspend or terminate their account, and pursue any other remedy available to us.

6. Fees and Commission

6.1 We charge a commission on completed sales according to the following tiers, calculated on the final agreed sale price:

7. Wall Editor and Collector Profiles

7.1 Members may curate a personal collection display (“Wall”) and maintain a Collector Profile. Owner-managed editing (including the Wall editor) is available only to the profile owner; other Members see a read-only view.

7.2 You retain ownership of content you upload (images, descriptions, curatorial notes) but grant us a non-exclusive, worldwide, royalty-free licence to host, display, and reproduce it on the Platform for the purpose of operating the service, including on Certificates of Provenance and in Platform marketing with your consent.

8. Premium Services

8.1 Valuation. Members may request an introduction to an independent, accredited valuer through the Platform. The valuation itself is provided by that independent valuer, not by us; we are not a party to, and make no representation as to the accuracy of, the valuation.

8.2 Back Room Certified. Members may apply to have a work certified. Certification involves a Back Room representative sighting the work (in person or via a verified video call) and reviewing the Member's original purchase documentation. Certification confirms that the work exists and that the provenance narrative provided is consistent with the documentation reviewed — it is not a forgery check or an authenticity guarantee. A certified badge is displayed on the Listing and Collection, and the certification is permanently logged in the Provenance Passport. This service is offered at a fee of A$95 per work, charged once-off.

9. Messaging and Watchlist

9.1 Platform messaging must be used in connection with genuine collecting activity. We may monitor messages for compliance with these Terms, fraud prevention, and dispute resolution purposes, consistent with our Privacy Policy.

9.2 The Watchlist feature is provided for convenience; we do not guarantee availability or notification delivery for watched works.

10. Prohibited Conduct

You must not:

• list counterfeit, stolen, or misappropriated works;
• misrepresent provenance, condition, authenticity, or ownership;
• circumvent the Platform in breach of clause 5;
• use the Platform for money laundering or to disguise the source of funds;
• harass, threaten, or discriminate against another Member;
• attempt to reverse-engineer, scrape, or interfere with the Platform's operation or the integrity of the Provenance ledger;
• use another person's account or misrepresent your identity; or
• engage in conduct that brings the Platform or its Members into disrepute.

11. Disputes Between Members

11.1 We are a facilitator of transactions between Members and are not a party to the sale contract formed between a Buyer and Seller.

11.2 Disputes concerning authenticity, condition, delivery, or performance of a sale are primarily the responsibility of the transacting Members. We may, at our discretion, assist with dispute resolution, including by reviewing Platform records, but are not obliged to arbitrate or guarantee an outcome.

11.3 Funds held under an Instalment Plan will be dealt with in accordance with clause 4 and any dispute process we publish from time to time.

12. Disclaimers and Limitation of Liability

12.1 To the maximum extent permitted by law, the Platform is provided “as is” without warranties of any kind, express or implied.

12.2 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you under the Australian Consumer Law or any other law that cannot lawfully be excluded.

12.3 To the maximum extent permitted by law, our total liability to you arising out of or in connection with the Platform, however arising, is limited to the total commission paid by you in the 12 months preceding the event giving rise to the liability.

12.4 We are not liable for indirect, consequential, or special loss, or loss of profits, arising from your use of the Platform.

13. Termination

13.1 You may close your account at any time, subject to completion of any pending transactions.

13.2 We may suspend or terminate your access immediately for a material breach of these Terms, suspected fraud, or conduct that poses a risk to the Platform or other Members.

13.3 Clauses 5 (Introduction Protection), 12 (Disclaimers and Liability), and 14 (Governing Law) survive termination.

14. Governing Law

14.1 These Terms are governed by the laws of New South Wales, Australia. Members submit to the non-exclusive jurisdiction of the courts of New South Wales.

15. Contact

Questions about these Terms can be directed to team@backroom.art.