DEED OF AGENCY AND CONDITIONS OF ENTRY
THIS DEED is made on the [●] day of [●] 2026
BETWEEN:
(1) MARK SCHRODER, natural person, ordinarily resident in Auckland ("the Artist"); and
(2) THE WHANGAREI ART TRUST, a charitable trust registered under the Charitable Trusts Act 1957 (registration date: 13 February 1997), operating as the Whangarei Art Museum ("the Museum").
TOGETHER referred to as "the Parties" and each individually a "Party".
RECITALS
A.The Artist is a natural person born in Blenheim circa 1980, ordinarily resident and professionally domiciled in Auckland. His artistic practice concerns the construction of immersive environments informed by, and in response to, conditions of aspiration and disappointment and risk and reward, including but not limited to corporate foyers and offices, shops and malls, storage facilities, waiting rooms, parking buildings, and spec homes; and the broader regulatory and physical infrastructure of banking and finance activities. Such immersive 'environments' may take the form of, or present themselves as, businesses constituted as fronts for scams, which are themselves fronts for artworks, the distinction between each layer being a matter of construction rather than fact.
B.The Artist presents the Site solely and exclusively in his capacity as an artist, and all rights, obligations, and representations arising hereunder attach to that capacity alone.
C.For the avoidance of doubt, the Artist does not present the Site, and nothing in these Conditions shall be construed as having been prepared or presented, in his capacity as a Barrister and Solicitor of the High Court of New Zealand with a practice specialising in investment funds, insurance, innovation, and the regulation of financial products and services. No professional duty, fiduciary relationship, or regulatory obligation arising from that capacity is engaged by these Conditions or by the Visitor's entry.
D.The Artist wishes to appoint the Museum as his agent for the limited purpose of admitting members of the public to the Site on the terms and conditions set out in this Deed and the Schedule hereto.
E.The Museum has agreed to act in such capacity and to present the Site on behalf of the Artist on the terms set out herein.
F.The Parties intend this document to take effect as a deed.
PART A – DEED PROVISIONS
1. Appointment of Agent
1.1 The Artist hereby appoints the Museum as his agent for the limited and exclusive purpose of:
(a)presenting the Site to members of the public during the Exhibition Period;
(b)granting admission to the Site to Visitors on the Artist's behalf; and
(c)administering the Visitor Conditions set out in Schedule 1 on the Artist's behalf.
1.2 The Museum accepts such appointment on the terms of this Deed.
1.3 The Museum's authority as agent is limited strictly to the matters set out in clause 1.1 and does not extend to any other act, representation, or obligation on behalf of the Artist.
2. Museum's Obligations
2.1 The Museum shall:
(a)display or otherwise make available the Visitor Conditions (as set out in Schedule 1) at or prior to the point of entry to the Site, so that each Visitor is given a reasonable opportunity to read them before entering;
(b)present the Site in good faith and in accordance with the Artist's reasonable directions as to the nature and presentation of the work;
(c)not make any representation to any Visitor in relation to the Site that is inconsistent with the Visitor Conditions or with the Recitals to this Deed.
3. Consideration
3.1The Parties acknowledge that this Deed is executed as a deed and is binding upon the Parties without the need for monetary consideration passing between them.
3.2To the extent that consideration is required, it is acknowledged that the Museum's agreement to present the Site and the Artist's grant of agency authority are mutually constitutive of the consideration for this Deed.
4. Exhibition Period
4.1This Deed shall take effect from the date of execution and shall remain in force for the duration of the exhibition of the Site at the Museum's premises ("the Exhibition Period"), unless earlier terminated by agreement in writing between the Parties.
4.2Upon conclusion of the Exhibition Period, the appointment in clause 1 shall automatically determine, without prejudice to any accrued rights or obligations.
5. Limitation of Liability (as between the Parties)
5.1Neither Party shall be liable to the other for any indirect, consequential, or economic loss arising out of this Deed or the presentation of the Site.
5.2Nothing in this clause limits liability for fraud or wilful misconduct.
6. General
6.1Entire Agreement. This Deed (including its Schedule) constitutes the entire agreement between the Parties in relation to the subject matter hereof and supersedes all prior negotiations, representations, and arrangements.
6.2Severability. If any provision of this Deed is held to be invalid, unlawful, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.
6.3Governing Law. This Deed is governed by and construed in accordance with the laws of Error! Reference source not found.
6.4Counterparts. This Deed may be executed in counterparts, each of which shall constitute an original and all of which shall together constitute one and the same instrument.
EXECUTION
EXECUTED AS A DEED on the date first written above.
Signed as a deed by MARK SCHRODER:
Signature of Artist: ____________________________
Executed as a deed by THE WHANGAREI ART TRUST acting by its duly authorised trustees:
Trustee signature: _____________________________
Full name: _________________________________
Trustee signature: _____________________________
Full name: _________________________________
SCHEDULE 1 VISITOR CONDITIONS OF ENTRY TO VACANT POSSESSION
Granted by the Whangarei Art Museum as agent for and on behalf of Mark Schroder (the Artist) pursuant to the Deed of Agency and Conditions of Entry dated [●] 2026.
The Whangarei Art Trust, a charitable trust registered under the Charitable Trusts Act 1957 as of 13 February 1997, operating as the Whangarei Art Museum ("the Museum"), acting as agent for and on behalf of Mark Schroder ("the Artist"), pursuant to the authority granted to it under the Deed of Agency and Conditions of Entry dated [●] 2026, hereby grants admission to you ("the Visitor") subject to the conditions set out herein. Entry onto or into the Site (as defined below) constitutes the Visitor's unconditional acceptance of these Conditions in their entirety. No further act of assent is required.
1. Definitions
In these Conditions, the following terms shall bear the meanings ascribed to them below:
"The Site" means the dream of a home, whether constructed to order or built speculatively in anticipation of demand, together with all fixtures, fittings, and futures attached thereto or forming part thereof, and including any interest the Site holds or has held as a speculative asset in the hands of its owner or prospective owner.
"Vacant Possession" means the Site as delivered, emptied of its tenants and furniture, and of the life that occurred within, such that no person or encumbrance shall remain in occupation or assert any continuing interest therein.
"The Ground" means the land upon which the Site is constructed, and upon which a substantial proportion of this country's accumulated private wealth is founded.
"Funding Pools" means the aggregated sources of capital, including but not limited to mortgage lending facilities, managed investment schemes, wholesale funds and related vehicles, KiwiSaver funds, institutional equity, and intergenerational transfers of capital whether by way of gift, loan, or guarantee from which the acquisition and development of Sites has been financed.
"Allocations" means the distribution, whether by market mechanism, policy instrument, or other means, of Sites and of access to Funding Pools amongst prospective occupants and investors.
"Exhibition Period" means the period during which the Site is open to Visitors at the Museum's premises, as notified by the Museum.
"Visitor" means any natural person who enters or seeks to enter the Site during the Exhibition Period.
"Conditions" means these Visitor Conditions of Entry as set out in this Schedule.
2. Entry at Own Risk
The Visitor enters the Site at their sole risk. The Site constitutes simultaneously a place of habitation and a capital asset, a speculative asset, or both, and by entering, the Visitor expressly agrees not to enquire as to which of those characterisations governs the present engagement. The Museum makes no representation as to the primacy of any of those characterisations.
2A. Health, Safety and Physical Conditions
The Visitor acknowledges that the Site is an immersive artistic installation and may contain or represent elements associated with built environments, including uneven surfaces, constructed spaces, and atmospheric or sensory effects. The Visitor enters in awareness of these physical characteristics and takes all reasonable care for their own safety. The Museum and the Artist accept no liability for physical injury arising from entry.
3. Acknowledgement
The Visitor acknowledges and accepts that the Site has, over an extended and material period, been treated as the primary and most reliable vehicle for the preservation and accumulation of wealth in this jurisdiction. Access to Sites, and to the Funding Pools that may make their development and subsequent acquisition possible, has not been uniformly available. Allocations of both have reflected, and in many cases reproduced, existing concentrations of capital and advantage. For a significant portion of the population, the Ground has represented the only form of investment or security made available to them.
4. Notice of Risk; No Position Taken
Notice is hereby given, pursuant to ordinary principles of disclosure, that the value of the Site, whether held as a home or as a speculative asset, may decrease as well as increase and carries no guarantee of return in any such capacity. Any decrease in value may, as a direct consequence, permit entry to those persons who have hitherto been excluded from the market whilst simultaneously causing loss to those who have already secured a position within the market, outcomes which may, and frequently do, occur concurrently and within the same period. The Museum expressly reserves its position and takes no view as to which of these descriptions applies to the Visitor.
5. No Legal or Financial Advice
Nothing contained within the Site, and nothing communicated by the Museum on the Artist's behalf, constitutes, or shall be construed as constituting, legal advice, financial advice, or any other form of regulated advice within the meaning of applicable legislation, including in respect of the Visitor's participation in any Funding Pool, their entitlement to any Allocation, or their exposure to any opportunity or venture. The Visitor should seek independent professional advice as appropriate to their circumstances.
5A. Intellectual Property
All intellectual property rights in the Site and in the work presented therein vest in and remain the property of the Artist. The Visitor shall not reproduce, record, photograph for commercial purposes, or publish any part of the Site without the prior written consent of the Artist, save for personal and non-commercial use. Nothing in this clause restricts the ordinary personal use of images for social or private purposes.
5B. Museum's Right to Remove
The Museum reserves the right, as agent for the Artist and in the interests of the Site and other Visitors, to remove or refuse entry to any Visitor who:
(a)fails or refuses to comply with these Conditions;
(b)disrupts the experience of other Visitors or endangers the integrity of the Site; or
(c)otherwise acts in a manner inconsistent with the nature and purpose of the work.
5C. Privacy
Personal information collected in connection with the Visitor's entry (if any) will be held and used in accordance with Error! Reference source not found.
5D. Governing Law
These Conditions are governed by and construed in accordance with the laws of Error! Reference source not found. Any dispute arising in connection with these Conditions shall be subject to the exclusive jurisdiction of the courts of Error! Reference source not found.
6. No Signature Required; Deemed Acceptance
These Visitor Conditions operate as a contractual licence and do not require execution as a deed. No written or electronic signature is required to give effect to these Conditions. Entry constitutes acceptance. The Visitor's acceptance by conduct is sufficient for these Conditions to be binding in their entirety. Possession remains vacant.