Terms & Conditions of Service

Terms & Conditions of Service

General Terms & Conditions of Service

1. Introduction

1.1 These General Terms & Conditions of Service (“General Terms”), Schedules 1, 2, 3 & 4 of this Agreement (the “Product Terms”) and the Data Processing Addendum govern the relationship between you and us. By subscribing to any of our Products, you agree to be bound by these General Terms.

1.2 In the event of a conflict or any inconsistency between these documents, the following order of precedence shall apply:

1. Artlogic Data Processing Addendum
2. Your Artlogic Professional Services Agreement (if applicable)
3. General Terms
4. Schedules 1, 2, 3 & 4 of this Agreement (the “Product Terms”), unless stated within any of the Product Terms that they take precedence over the documents listed above
5. Any other relevant Artlogic Group Product Terms & Conditions

2. Definitions

2.1 Terms used in this Agreement

“Acceptance” means your acceptance of the terms of this Agreement in accordance with clause 3;

“Account Management” means the Artlogic enhanced support Product whose features are described in Schedule 3;

“Agreement” means the Data Processing Addendum, these General Terms, the relevant Product Terms, Artlogic Professional Services Agreement (if applicable) and any other relevant Artlogic Group Product Terms & Conditions;

“Artlogic CMS” (‘Content Management System’), “Content Management System”, “Code”, “Website Code”, means the underlying back-end application and administration area operating and providing the website, excluding your Content or material added by your service users. Artlogic CMS includes all HTML Source Code, CSS, programming code, and JavaScript and other materials either owned by or licensed to us, and the interface and functionality of the Content Management System used by you to administer your Content;

“Artlogic Group” means any of the legal entities for which Artlogic Holdings, L.P. (DE) is the ultimate parent company;

“Artlogic Media Ltd”, “us”, “we”, “Artlogic” means Artlogic Media Limited incorporated and registered in England and Wales (03829035) whose registered address is 1 Pickle Mews London SW9 0FJ, United Kingdom;

“Artlogic Pay” means the payment Product we offer to our customers subject to the Artlogic Pay Product Terms which appear in Schedule 4;

“Artlogic Pro” and “Artlogic One” means the Artlogic Database Product whose features are described in Schedule 1;

“Billing Period” means the time period of subscription services relating to an individual invoice;

“Business Day” means any day other than a Saturday or Sunday or a statutory public holiday in England or Christmas Eve and New Years Eve when our offices are closed;

“Buyer” means an individual or entity customer that is using an enabled payment type to pay for goods or services purchased from you;

“Confidential Information” of each party shall mean all information, in whatever form, disclosed, made available by, or otherwise emanating from the party in connection with this Agreement. Confidential Information shall not include information which: (i) at the time of disclosure is in the public domain; (ii) after disclosure becomes part of the public domain otherwise than by breach by a party of the provisions of this Agreement; (iii) was already in the possession of the receiving party at the time of disclosure; (iv) was received by the receiving party after disclosure from a third party who was not required to hold it in confidence; or (v) is trivial and/or obvious;

“Content” means any photographs, pictures, content, text, artwork, files, programs, sound, graphics, video, data, and other similar materials that you upload or posts to their Website or stores using services provided by us or material uploaded by your end users;

“Downgrade” means you electing to move from a higher to a lower specification of Product;

“Excluded Event” means (i) incompetence, misuse or other error of a user of the Products, erroneous data or data incorrectly prepared by you; (ii) failure by you to access or use the Products in accordance with this Agreement; (iii) any change, addition or variation to the Products outside our normal procedures made by you or at your request; (iv) any change, addition, variation or repair to the Products other than those carried out by us; (v) use of the Products in combination with other systems not approved by us; (vi) any telecommunications network defect or failure; and/or (vii) any failure in performance caused by matters other than equipment owned or controlled by us;

“Financial Distress Event” means where you receive any demand for repayment of lending facilities or we conclude in our discretion that your financial position has deteriorated such that your ability to pay the Fees is put in jeopardy;

“Insolvency Event” means any corporate action, application, petition, order, proceeding or appointment or other step is taken or made by or in respect of you for any composition, compromise or arrangement with your creditors generally, your winding-up, dissolution, administration, bankruptcy or receivership, or if you are unable to pay your debts as they fall due, or if you cease to trade;

“Liability” means all and every type of liability we have or may have arising out of or in connection with this Agreement, the Products and any support services;

“Personal Data” has the meaning given in the Data Processing Addendum;

“Product” means a type of ongoing, subscription service that we provide that you choose to purchase as more specifically described in the relevant Product Terms;

“Professional Services” means any one-off service offered to you that is subject to a separate Professional Services agreement including but not limited to onboarding, data migration, custom website design and development, training and consultancy work;

“Service Commencement Date” means that date that we will commence providing services under this Agreement;

“Upgrade” means you electing to move from a lower to a higher specification of Product;

“Working Hours” means our advertised business hours which are currently Monday to Friday 9.30 – 18.00 (London and New York) as updated from time to time;

“You” means the client who has purchased any Product and with whom this Agreement is made.

2.2 Unless expressly stated to the contrary in this Agreement: words denoting the singular include the plural and vice versa; a reference to a recital, clause or Schedule is a reference to a recital or clause of or Schedule to this Agreement; and any words following “including”, “include”, “in particular” or similar shall be construed as illustrative and shall not limit the sense of the words preceding those expressions where a wider interpretation is possible.

3. Term and Commencement

3.1 This Agreement shall commence from the date that you confirm your acceptance when purchasing any Products from us.

3.2 We will notify you in writing of the Service Commencement Date. We will use reasonable endeavours to commence provision of the Products within five Business Days of receipt of your first payment. Where we are performing onboarding services the period between the first payment and the Service Commencement Date may be longer.

4. Products

4.1 Subject to you paying the Fees for the Products you select, we shall provide the Products in accordance with this Agreement from the Service Commencement Date.

4.2 These General Terms apply to all Products provided by us. Specific Product Terms will apply depending on the Product or Products you have chosen: Management & Database Product Terms (Schedule 1); Website, Online Viewing Rooms and E-Commerce Product Terms (Schedule 2); Sales, Marketing, Artlogic App & Account Management Product Terms (Schedule 3); Artlogic Pay Product Terms (Schedule 4).

4.3 We shall perform our obligations under this Agreement with reasonable care and skill.

4.4 We do not warrant the continuous, uninterrupted, error free operation of the Products.

5. Payment

5.1 Our Fees

5.1.1 Our Products are charged for on a recurring basis, in advance.

5.1.2 You may add additional Products at any time. The applicable fees are set out on our website or are available on request.

5.1.3 All fees are exclusive of applicable taxes, which shall be payable by you in addition, wherever relevant at the rate and in the manner prescribed by law.

5.2 Fee changes

5.2.1 We may increase our fees at any time at our sole discretion, giving no less than 30 calendar days notice. Price increases will come into effect at the beginning of your next Billing Period.

5.2.2 Our fees will be subject to an annual increase in line with inflation (“Inflation Price Rise”). The Inflation Price Rise will be capped at the UK CPIH measure plus two percentage points. You agree for the Inflation Price Rise to be automatically applied each year.

5.3 Payments

5.3.1 Payment of our invoices is due on receipt unless stated otherwise. Product subscription invoices will typically be issued one week in advance of commencement of your next Billing Period.

5.3.2 We use a third party Subscription Management System to process subscription payments.

5.3.3 Payments must be made by Direct Debit, ACH or by credit or debit card. You must keep an active payment method on file with our Subscription Management System and you authorise us to take automatic payments on all future subscription billing cycles. We do not accept payment by cheque.

5.3.4 If you delete your payment details or fail to keep them up to date, we reserve the right to revoke your access to the Products if you do not rectify the issue within 30 calendar days of notification. If you fail to rectify the issue within 90 calendar days we reserve the right to terminate this Agreement.

5.4 Late Payment

5.4.1 We may charge interest at 8% above the Bank of England rate on any payments that are overdue for longer than 30 calendar days.

5.4.2 We will use reasonable endeavours to contact you in the event of a late payment using the email address you have provided.

5.4.3 If an invoice remains outstanding for more than 30 calendar days, we reserve the right to suspend access to the Products. We will charge a reactivation fee in addition to the outstanding invoice amount.

5.4.4 We may pass on unpaid debts to a debt collection agency who may charge additional fees for debt recovery which you agree to pay.

5.4.5 Where payment is overdue for 90 calendar days, we reserve the right to terminate this Agreement and delete your data from our systems.

6. Our Undertakings and Level of Service

6.1 Users

6.1.1 You can increase the number of users for the Products that you use on the terms outlined in the Product Terms for the Product in question. You agree to pay us for any additional users in excess of your package allowance.

6.2 Hosting and connection

6.2.1 We will use reasonable endeavours to provide an uptime of 99.5% of the time each calendar month. “Downtime” means periods of time when the Products are not available to you, not including periods during scheduled maintenance or as a result of an Excluded Event.

6.2.2 We may interrupt availability of the Products to undertake scheduled or emergency maintenance, with reasonable notice by email where possible.

6.2.3 Our own servers are located in secure installations that offer high speed connections, 24/7 security and have measures in place that minimise risks from fire, power failure, hacking and unauthorised access.

6.2.4 We will use reasonable endeavours to ensure that the Products have a reliable service connection. We cannot be liable for connection problems upstream of our own server or DDOS attacks.

6.2.5 We will use reasonable endeavours to investigate and report back to you within 6 Working Hours regarding any problems you experience with your connection to our servers, unless relating to an Excluded Event.

6.3 Technical Support

6.3.1 Support is available if one of your users has problems using the features of the system or for items that may not be explained with sufficient clarity by our training materials.

6.3.2 The support services do not include: diagnosis or rectification of problems associated with other systems; customisation or configuration services; IT consultancy services; the rectification of errors that do not significantly impair the operation of the Products; support rendered more difficult by an Excluded Event; operational advice and assistance to users; training services; or the preparation, formatting and testing of client data for data migration purposes.

6.3.3 We reserve the right to charge for support that does not relate to the functioning of the Products or our servers in 15-minute increments at an equivalent to our standard hourly rates. Contact support@artlogic.net for more information.

6.3.4 Please refer to individual Product Terms for the level of support included for each Product. We can only provide support to your employees with a valid, named user login.

6.3.5 We will use reasonable endeavours to respond within 12 Working Hours to any problems you report.

6.3.6 Front line support is available from our teams working London and New York business hours. A reduced level of support is available over the Christmas period and during public holidays in England and the USA.

6.3.7 For urgent support, every effort will be made to assign a suitable technician outside Working Hours.

6.3.8 If a fault renders a Product unusable for all users, we would attempt to resolve this as a top priority.

6.4 Defects

6.4.1 We will investigate any suspected defects within a reasonable timeframe. Once it is demonstrated that the problem is the cause of faulty code or database interaction, we will assess the severity of the issue and provide a remedy or workaround in a time frame that reflects the business impact to you.

6.4.2 Where there is no actual coding or serving malfunction but it is established that the Product does not provide the function you require, we will try to offer advice.

6.5 Feature requests

6.5.1 We welcome client feedback relating to feature requests. Feedback will be assessed as part of a larger development roadmap and proposed changes will be considered in the context of wider company strategy.

6.6 Beta and pre-release software

6.6.1 We may offer you the opportunity to test beta or pre-release software. Beta or pre-release software may contain bugs or limitations that may affect the performance of the Products. Beta and pre-release software is excluded from the Defects clause in this Agreement. We reserve the right to withdraw beta or pre-release software at any time and exclude all Liability in respect of your use of any Beta and pre-release software to the maximum extent permitted by law.

6.7 API and Feeds Integration

6.7.1 Where offered, we reserve the right to update or modify the API and feeds integration. New versions of the API may not be backward-compatible with older versions. We may cease to support and subsequently deprecate older versions of the API. In the event of this occurring, we will continue to serve deprecated versions for a minimum of 90 calendar days.

6.7.2 You are advised to review the documentation for each new version. We will make reasonable efforts to provide information about incompatibilities, but it is your responsibility to assess and address such issues.

6.8 Upgrades / Downgrades

6.8.1 If you choose to Upgrade your subscription, changes will come into effect within a reasonable timeframe and an interim invoice will be raised for the remaining subscription period.

6.8.2 If you choose to Downgrade your subscription, changes will come into effect at the start of your next Billing Period. No partial refunds will be given for subscription periods already paid for. You must give 30 calendar days notice before the start of the next Billing Period.

6.9 Modifications

6.9.1 We may make necessary modifications to the Products from time to time. We do not offer ad-hoc modifications to any of our subscription Products.

6.10 Training

6.10.1 We may provide training materials which are available for the Products via our Support Website.

6.10.2 Unless agreed in writing, no formal group or one-to-one training is included in the cost of any Product. Training sessions are charged at our standard hourly rates. For more information please contact support@artlogic.net.

6.11 Compatibility

6.11.1 We will use reasonable endeavours to ensure that the Product offers full functionality inline with modern device system requirements.

6.12 Limited warranty

6.12.1 We warrant that the Products provided will substantially conform to the advertised specifications, and exclude, to the fullest extent permissible by law, all other warranties including those implied by statute. Our entire liability for any breach of the foregoing limited warranty will be, at our option, partial refund of the subscription licence fee or repair to the defective Product.

6.12.2 We shall not be in breach of the limited warranty above if the claim results from: damage to Products; any failure to set up, use or maintain the Products in accordance with our instructions; or any alteration, modification or repair to the Products other than that carried out by us or approved third parties.

6.12.3 We shall have no Liability under the limited warranty while any sum is overdue from you to us.

6.12.4 We reserve the right to make any changes to specifications and/or the Products which are required to conform with any applicable legal requirements or which do not materially affect their quality or performance.

6.13 Limitation of remedies and damages

6.13.1 Notwithstanding any other provision of this Agreement, but subject to the paragraph below, we shall have no Liability for any: (i) direct or indirect loss of or damage to profit, revenue, production, business, contracts, opportunities, anticipated savings, data, goodwill, reputation or use; or (ii) indirect or consequential loss or damage; or (iii) loss or damage suffered by you as a result of a claim brought by a third party.

6.13.2 Nothing in this Agreement shall exclude or limit our Liability for death or personal injury caused by our negligence, or for fraudulent misrepresentation or other fraud.

6.13.3 Subject to both paragraphs above, our total aggregate liability shall be limited to the greater of £1,000; or a sum equal to 100% of any fees paid by you to us for the software component that caused the damages capped at one year’s subscription costs paid.

6.14 Accessibility

6.14.1 Websites and online applications are subject to accessibility standards. You can find out more here.

6.15 Backups

6.15.1 Backups of your Database or Website Products will be scheduled at least once a day, transported via an encrypted and firewalled connection and stored offsite in a secure facility.

6.15.2 Where you suffer any loss of or damage to data directly as a result of our act or omission we will use reasonable commercial endeavours to restore the lost or damaged data from the latest backup. That shall be your sole and exclusive remedy for loss of or damage to data under this Agreement.

6.16 Exported data

6.16.1 Certain data records may be exported from the Database Products and Website CMS in .xlsx or .csv format for free, by the user, at any time using the export tools that exist within the Product.

6.16.2 Upon termination, we can at your request provide a quotation to export a full copy of your data including stored data tables, images and uploaded documents.

6.16.3 You will be required to provide us with the details of an online storage bucket to receive your files.

6.16.4 Exports of this kind must be scheduled around other projects and are charged at our standard hourly rate. For more information please contact support@artlogic.net.

6.16.5 Any additional consultation work, following the delivery of your export, will require a new contract to be agreed between you and us.

6.17 Professional conduct

6.17.1 We do not accept unprofessional behaviour from our employees or our clients.

6.17.2 Please report any problem you encounter relating to the behaviour, actions or inactions of our employees. We will investigate any report made and take action which we deem appropriate.

6.17.3 Failure to treat our team with courtesy and respect may lead to a temporary withdrawal of support. We reserve the right to permanently withdraw support or terminate your subscription.

6.18 Contractual & legal amendments

6.18.1 The terms and conditions of this Agreement are legally binding. It is not our standard policy to negotiate on these terms. Any requests for legal or contractual negotiation will require work from at least one of our directors and external legal representation. You will be responsible for all costs we incur in dealing with any such request. Contact support@artlogic.net for more information.

6.19 International Security Measures

6.19.1 We are not liable if the performance of the Products is impacted by security measures enforced by your geographical location.

7. Confidentiality

7.1 Without prejudice to each party’s other rights and remedies, each party shall treat as confidential any Confidential Information of the other and shall not divulge such Confidential Information to a third party nor make any use of such Confidential Information (other than in performance of this Agreement) without the other’s written consent.

7.2 Nothing in this Agreement shall prevent a party from disclosing Confidential Information to those of its officers and employees reasonably required to have the same; to its solicitors, accountants, and other professional advisors under an obligation of confidentiality; or as required to be disclosed by an order of any court of competent jurisdiction or otherwise by force of law.

7.3 You permit us to make reference to you as a customer of ours in our publicity materials.

8. Data

8.1 The data you add or commission us to import onto your system belongs to you. We shall be entitled to store, copy and use the data to the extent necessary to fulfil our obligations and exercise our rights under this Agreement. We may use your anonymised data to understand Product usage and market trends. This use will not reveal any information externally to the Artlogic Group which can be directly associated to your business.

8.2 We will only make copies of your data to provide backup services, for testing or for development work you have requested. Your data will be held only on our servers in secure facilities, our backup servers, or on company owned computers with appropriate security measures in place.

8.3 In order to streamline the uploading and serving of images and documents for the Products we use third-party cloud-based services. Transmission to and from these services is securely encrypted and where possible, the data is encrypted in storage.

9. Termination

9.1 You may terminate your subscription to any of the Products by giving written notice no less than 30 calendar days before the start of the upcoming Billing Period. No refunds will be given for subscription periods already paid for and any unpaid sums will become immediately due and owing on termination.

9.2 We may terminate this Agreement at any time where you suffer an Insolvency Event or a Financial Distress Event.

9.3 We may terminate your access to any or all of the Products at any time, without notice, in the event of non-payment, for any other breach of this Agreement, or where your conduct has or is likely to have a detrimental impact on our reputation.

9.4 You agree that we shall not be liable to you, or any third party, for any termination of your access to the Products.

9.5 Where invoices are not paid within 30 calendar days of the due date but are paid within 90 calendar days, we can attempt to reinstate a suspended account following the receipt of all outstanding subscription fees and a reactivation fee.

9.6 We may terminate a part or whole Product subscription at our discretion, by giving you no less than 30 calendar days written notice before the start of the upcoming Billing Period.

9.7 Upon termination or expiry of this Agreement: all rights to access and use the Products shall cease; we shall issue an invoice in respect of all outstanding charges; you may within ten calendar days request a copy of the last available back-up of the Content; and upon the expiry of ten calendar days following termination, we may destroy any of the Content in our possession.

10. Your Undertakings to Us

10.1 Security

10.1.1 You agree to set up and maintain your administrative log-in and all your users’ login accounts with relevant privileges; to accept responsibility for keeping login details safe and ensuring that passwords are sufficiently strong; to store your administrative login ID and passwords securely and notify us immediately if you think your administrative login ID and passwords are no longer safe; and to acknowledge that we cannot change your passwords or add or edit user records without written authority on letterhead paper from the verified business owner or a verified director.

10.2 System requirements

10.2.1 To ensure that the Products offer full functionality, you agree to use a device, operating system and browser that meet our minimum system requirements. We are not responsible if the Products do not work optimally if you do not adhere to our minimum system requirements.

10.3 DNS Settings

10.3.1 Some of our Products require you to adjust the relevant settings on your domain name system (DNS) registrar account. In these cases we will provide instructions on which settings need to be changed. You are responsible for making these changes.

10.4 Your Obligations

10.5.1 We shall not be in breach of this Agreement and shall not be liable to you in respect of any failure or delay on our part to perform our obligations to the extent that such failure is a result of: a failure or delay by you in performing any of your obligations; any negligent, tortious or unlawful act of you or your personnel; or our complying with any instruction or request by you.

11. Privacy and Data Protection

11.1 Privacy

11.1.1 For information about how we collect, use, share or otherwise process information about you please read our main Privacy Notice or our Privacy Notice for our Database and CMS Users.

11.2 Data Protection

11.2.1 Our Data Protection Addendum sets out your and our obligations in relation to data protection and is hereby incorporated into this Agreement.

11.3 Cookies

11.3.1 All our Products require the setting of cookies to function correctly. You can find a link to our Cookie Policy here.

12. Acceptable Use

12.1 Acceptable Use

12.1.1 We allow users to post material on the Products and share that material with other people. We do not control or endorse the Content and cannot guarantee the accuracy, integrity or quality of such Content.

12.1.2 We will not be liable in any way for any Content or for any loss or damage of any kind resulting from the use of any Content transmitted via the Products.

12.1.3 You warrant and represent to us that the Content and its use by us in accordance with the terms of this Agreement will not breach any laws, infringe any person’s Intellectual Property Rights or other rights, or give rise to any cause of action against us in any jurisdiction. You will indemnify us against any claims arising out of your breach of this clause.

12.1.4 We reserve the right to temporarily or permanently delete or disable your Content for any valid reason including copyright infringement.

12.2 Material for which you do not own the copyright

12.2.1 You acknowledge that all Content posted or stored on our Products is your sole responsibility and you have secured the necessary rights to publish copyrighted material. You agree to indemnify us against all legal costs, fines, damages and judgments resulting from legal action regarding any Content hosted on our Products.

12.3 Our right to distribute the Content

12.3.1 We do not claim any ownership rights to the Content posted or stored on our Products. However we require your permission to display the Content within our Products. For this reason, you hereby grant to us a non-exclusive, fully paid and royalty-free, worldwide, limited licence to use, modify, delete from, add to, publicly display and reproduce such Content, including without limitation distributing part or all of the Content in any Media formats through any Media channels necessary in order to provide the Products.

12.4 No agency with third parties

12.4.1 You agree not to use the Products on behalf of others to store, to make or offer to publish material, to make web pages or share Content whether it is for commercial gain or not. Individuals or organisations who have material to store, present, offer or distribute using our services must have their own accounts.

12.5 Misuse of our services

12.5.1 You agree not to use the Products to send any unsolicited messages; post, publish, distribute or disseminate material that is defamatory, infringing, threatening, abusive, harassing or unlawful; post content that incites discrimination, hate or violence; threaten, abuse or disrupt or violate the legal rights of others; use any information in any manner that infringes any intellectual property right; make available files that contain viruses or corrupt data; collect or store personal information about others without user consent; impersonate any person or entity; violate any applicable laws or regulations; or attempt to gain unauthorised access to any systems through hacking or any other means.

12.6 Illegal Activities

12.6.1 You agree not to use the Products to offer for sale or to sell anything that we, at our sole discretion, consider to be illegal, fraudulent, stolen, dangerous, subject to export control or in breach of sanctions.

13. Intellectual Property

13.1 The copyright for the Content rests with you, your artists, the writers and the photographers and any third parties from whom material may have been gathered.

13.2 All intellectual property relating to the Products (including without limitation the design, user experience, software and source code) belongs to us and our licensors and is protected by copyright, trade marks, patents and other intellectual property rights and laws. You shall have no rights in relation to the Artlogic IPRs other than the limited rights of access and use granted in accordance with this Agreement.

13.3 You may not copy, deploy, publish or transmit any HTML files or JavaScript code used in our Products.

13.4 Any feedback or suggestions you offer to us can be used by us without payment, permission or restrictions even after this Agreement is terminated.

14. Scope

14.1 Inclusions

14.1.1 When signing up for any Products, you should confirm that the Products will meet your requirements.

14.1.2 The Product Terms section of this Agreement outlines the inclusions for each of our Products. Inclusions are subject to change. We will give no less than 30 calendar days’ notice in the event of any changes.

14.2 Exclusions

14.2.1 The following are excluded from the Products unless agreed separately in writing: group or one-to-one training; importing material or data entry; translating your Content into multiple languages; relating your website to any external system unless by written agreement; customisation to give users different views and privileges; any sections, special website pages, forms or functions that have not been discussed and agreed by us in advance; websites that require customisation to reflect multiple locations.

15. Force majeure

15.1 Neither we nor you will be liable to the other for any delays or failures in performance or breach of contract due to events or circumstances beyond our or your reasonable control, including acts of God, war, acts by governments and regulators, acts of terrorism, accident, fire, flood or storm or civil disturbance.

16. This Agreement

16.1 If any term of this Agreement should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such term shall be severed and the remaining terms shall survive and remain in full force and effect.

16.2 Nothing in this Agreement shall be construed as constituting a partnership or agency relationship between you and us.

16.3 This Agreement shall be governed by and construed in accordance with the laws of England and you hereby submit to the exclusive jurisdiction of the English courts.

16.4 Failure or neglect by us to enforce at any time any of the provisions of this Agreement shall not be construed as a waiver of our rights.

16.5 We reserve the right to update or amend any terms of this Agreement at any time by giving no less than 30 calendar days’ notice of any change. Your continued use of our Products following notification of any changes shall be deemed to be your acceptance of such changes.

16.6 All notifications given under these General Terms shall be given by email. We will give notice to the email address you have provided to us. You may give notice to us by contacting support@artlogic.net.

16.7 This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreements or understandings between them with respect to the arrangements contemplated by this Agreement.

Schedule 1: Management & Database Product Terms

1. Management: For Galleries, Artists & Collectors

2. Database: Artlogic Pro for Galleries, Artists and Collectors

3. Database: Artlogic One For Galleries

Artlogic One (the single-user edition for galleries, dealers, advisories and consultants) is a smaller and simpler version of Artlogic Pro. It has fewer features than the demonstration system, with a single ‘view’ of contacts and three ‘views’ of inventory – ‘main’, ‘prints & editions’, and ‘all’.

4. Database: Artlogic One 500 For Artists and Artlogic One for Artists

Artlogic One and Artlogic One 500 are simplified versions of the art gallery system sold as per Artlogic’s demonstration system with some limitations. They have a single login meaning only one person can use the system.

5. Database: Artlogic One and Artlogic One 250 for Collectors

This is a simplified version of the art gallery system sold as per the Artlogic demonstration system with some limitations. It has a single login which means only one person can use the system.

Schedule 2: Website, Online Viewing Rooms and E-Commerce Product Terms

1. Website: for Galleries and Artists

2. E-Commerce (Online Store): for Galleries and Artists

3. Website: Gallery Website 500, Gallery Website 1000 and Gallery Website Unlimited

4. Website: Artist Website 200, Artist Website 500 and Artist Website Unlimited

5. Online Viewing Rooms (Small, Medium, Large)

*Subject to paragraph 7 of these Product Terms. We reserve the right to implement limitations in cases of excessive or unusual usage.

6. Website Functionality

6.1 Design

We offer a choice of several designs and the website will look and function as shown in the example site you have chosen. You acknowledge that this is an off-the-shelf product, and it is your responsibility to establish that the service meets your needs. You are responsible for customising your website to achieve the design required.

If you subscribe to the website Products that offer Custom CSS you may enter your own third-party CSS or hire a third-party developer to do so using the ‘Customise CSS styles’ setting in the CMS. By doing so, you agree that we will be unable to offer support for the layout and design of the website, that edited styles can be removed and the website reset in order to receive support from us, and that future updates we make to our website templates may affect your changes.

6.2 Custom design and development work

If you have commissioned Artlogic to conduct custom design and development work then this work will be subject to a separate quote.

6.3 Video and audio functionality

We do not organise Media downloads or the streaming of audio and video files. We may agree to integrate your website with your chosen streaming service. We shall not be responsible for any performance issues relating to streaming.

6.4 E-Commerce

E-commerce comes as standard with the website Products listed above. Our E-commerce functionality uses an online Payment Service powered by a third party. We reserve the right to change the Payment Service provider giving no less than 30 calendar days’ written notice. You may not use the E-commerce functionality to engage in activities prohibited by the applicable Payment Service provider or otherwise to violate applicable law.

6.5 Credits

Unless otherwise agreed in writing, you shall include a notice on any site created or developed by us identifying us as a creator, for example, ‘Site by Artlogic’ with a hyperlink to our website.

6.6 SEO and consultancy

Our team is unable to support queries received from specialist third parties (e.g. SEO agencies) as part of our service. We are not an SEO specialist and do not offer any form of SEO work or consultancy as part of our Product offering. Whilst our websites are built with industry best practice in mind and a suite of SEO tools are available in the Artlogic CMS, it is your sole responsibility to manage any input of data.

6.7 High-traffic events - additional hosting fees

High-traffic events or ‘print drops’ are excluded from our fees. If you wish to run an online launch or e-commerce event that is likely to attract high traffic to your website, you should discuss this with us in advance. We require a minimum of 10 Business Days’ notice.

7. Artlogic Websites Fair Usage Policy

7.1 Record limits

Although we offer ‘Unlimited’ services, all websites are subject to a fair usage cap outlined in this Agreement. If you exceed the fair usage cap on artworks, additional charges may apply.

7.2 Traffic limits

We will host your website on a server shared with other websites. If the traffic or bandwidth on your website reaches a level where it is impacting the performance of other sites on the same server, we reserve the right to move your website to one or more dedicated servers.

To improve performance, if you have a high traffic site, you shall take a paid subscription to our preferred third-party CDN caching service.

7.3 File Storage

You agree not to upload large files to the Artlogic CMS that are unavailable to the public or use the Artlogic CMS as an intranet, an extranet, to serve files externally or for archival or backup storage.

7.4 Website Caching

The public presentation of your website Content will be cached for five minutes to speed up page load times. This means there may be a short delay between edits being visible on the public site. The cache time is subject to change at our discretion.

Schedule 3: Sales, Marketing, Artlogic App & Account Management Product Terms

1. Sales

Only available with Management Products.

2. Marketing

Only available with Management Products.

With Marketing Expert the allowance of emails to send each month is 10 times the number of contacts: 10,000 contacts = allowance of 100,000 emails per month; 20,000 contacts = allowance of 200,000 emails per month; 30,000 contacts = allowance of 300,000 emails per month.

3. Artlogic App

3.1 The Artlogic App is only available with Management Products and Database Products.

4. Account Management

4.1 Availability

Account Management is only available with Management Expert or as an add-on to Management Professional Products where you have chosen to use our Data Migration service.

4.2 Dedicated Account Manager

Your Dedicated Account Manager will provide you with insights, recommendations, best practice guidance, and consultations to help you streamline your workflows and utilise new parts of the Products and provide relevant Product updates based on your business objectives.

4.3 Support Priority

For day-to-day queries, all of your account users will continue to have access to our support team in addition to: full oversight from your Dedicated Account Manager on all queries; nomination of one primary and one secondary user to liaise with your Dedicated Account Manager; priority status from our support team with response within 2 Working Hours where possible; and escalation of complex or emergency queries to your Dedicated Account Manager.

4.4 Bi-annual Business Reviews

Focused reviews between your Dedicated Account Manager and key stakeholders in your team, to understand your business goals and priorities, including a review of progress against agreed projects and goal setting for the next 6 months.

4.5 Early Access

Early access to test a selection of beta features and functionality, giving you the opportunity to provide early feedback and help shape the way our products are developed.

4.6 Consultation and Curated Resources

New clients receive a complimentary 30 minute introductory discovery call and 2-hour consultation session. The 2-hour consultation session must be booked within 90 calendar days of your introductory discovery call. Consultations for existing clients can be arranged with your Dedicated Account Manager and will be quoted at our standard hourly rate. Contact accountmanagement@artlogic.net for more information.

5. Feeds

Our feeds API functionality allows artwork records to sync between Management and Database Products and third party websites. This service is only available as part of the Management or Database Products.

Schedule 4: Artlogic Pay Product Terms

(1) Artlogic Pay allows you to accept various forms of payment when selling goods or services to a Buyer. You can use Artlogic Pay to accept payment by credit card, debit card, bank transfer, or other enabled methods. These Artlogic Pay Terms are also subject in all respects to the General Terms.

(2) We reserve the right to add or remove payment methods we accept in our sole discretion, with notice where required by applicable law.

(3) Artlogic Pay is only available to users who are at least 18 years old. Artlogic Pay may not be available in all jurisdictions.

1. Third-Party Services

1.1 You may allow or require Buyers to pay using credit card, debit card, bank transfer, or other enabled methods, all of which use the online payment services powered by third parties. We reserve the right to change the Payment Service provider giving no less than 30 calendar days’ notice.

1.2 Your use of Artlogic Pay is governed by the terms and conditions of the Payment Service provider which may alter from time to time. You expressly acknowledge and agree that neither we nor any Payment Service provider shall have any liability for, and are not a party to, any contract between a Buyer and you.

1.3 You shall not use Artlogic Pay to engage in activities prohibited by the applicable Payment Service provider or otherwise to violate applicable law. You shall indemnify, hold harmless, and defend us and our affiliates from and against any claims arising from your use of any payment service or Artlogic Pay.

1.4 If we receive notice that your acts or omissions violate a Payment Service provider’s terms and conditions, we may at our sole discretion take action against your account. Such actions may include cancelling a transaction, disabling listings, removing certain payment methods, or suspending your right to use Artlogic Pay.

1.5 A Payment Service provider may make a deduction from the total charged for payment processing and currency conversion. In addition to the deduction made by the Payment Service provider, we may charge an additional handling fee.

2. Bank Account Payments / Transfer Terms

2.1 You agree to accept all disclosures and other communications between you and us at the primary email address associated with the account(s) you hold with us.

3. Credit Card and Debit Card Payment Processing

You may elect to process payments that are due from Buyers by debiting credit cards or debit cards presented by Buyers at the time that payment is due.

4. Taxes

4.1 You and as applicable any Buyer shall be solely responsible and liable for collecting and remitting any sales, use, value-added tax (VAT), ad valorem, import, excise, or other tax in connection with your sale or a Buyer’s purchase of goods or services through Artlogic Pay.

4.2 You acknowledge that you will contact your local tax authority to learn about or obtain appropriate advice regarding specific tax obligations in the jurisdictions in which you operate.

4.3 You agree that we shall have no liability or obligation for any tax which you or a Buyer is required to collect and remit.

5. Our Rights and Responsibilities

5.1 The functionality of Artlogic Pay may be made available, modified, or discontinued by us at any time without notice. As a security measure, we may impose transaction limits on you and any Buyers.

5.2 We will not be liable to you if we do not proceed with a transaction that would exceed any limit established by us. We may refuse service of Artlogic Pay to anyone, for any reason, at any time.

5.3 We reserve the right to decline or refund transactions that we believe to be high risk, fraudulent, in violation of trade sanctions, or otherwise in violation of these Artlogic Pay Terms and Conditions.

6. Your Rights and Responsibilities

6.1 Payment Accounts. A payment account allows you to track payment amounts, refunds, and fees related to transactions conducted through Artlogic Pay. You must provide accurate personal information as requested during registration, and you are responsible for maintaining and updating that information as necessary.

6.2 Disputes. You shall resolve any disputes directly with a Buyer. We are not involved in the chargeback process.

6.3 International Trade Laws. You agree that your use of Artlogic Pay will not involve any countries, entities, individuals, or items prohibited by sanctions, embargoes, regulations, or relevant government orders.

7. Artlogic Pay Data Protection Guidelines

7.1 Where you (as a seller) receive Personal Data from a Buyer, you must keep such personal data confidential and only use it in connection with Artlogic services. You may not disclose or distribute any Buyer’s personal data to a third party or use such personal data for marketing purposes unless you receive that Buyer’s express consent.

7.2 To the extent that you process any Personal Data about a Buyer pursuant to these Artlogic Pay Terms and Conditions, you and we will each be an independent data controller. We each agree to comply with the requirements of any applicable privacy and data protection laws.

7.3 In complying with the applicable data protection laws, we will each: implement and maintain all appropriate security measures; maintain a record of all processing activities; and not knowingly do anything which might lead to a breach by the other party of the applicable data protection laws.

8. Your Appointment of Artlogic as Limited Agent

8.1 All funds resulting from a completed transaction will be reflected as a balance in your payment account. Any refunds, adjustments, or other amounts paid to Buyers are also applied to your payment account balance.

8.2 To protect the security and integrity of Artlogic Pay, we may take account-level or transaction-level actions based on risk-based criteria. A reserve will be placed on your account if we believe there may be a high level of financial risk associated with you.

8.3 If we believe that your actions may result in Buyer disputes, chargebacks, increased risk of fraud or counterfeiting, then we may put a hold or deposit delay on your payment account balance. We may terminate or suspend your use of Artlogic Pay at any time for any reason.

9. Fees

9.1 In order to use Artlogic Pay you will pay a fee which will be deducted from the proceeds of each transaction by the Payment Service provider prior to any remittance of the balance of your payment account. The fees are subject to change on our providing you with no less than 30 calendar days’ notice.