Terms & Conditions of Service

Updated

June 19, 2026

Terms & Conditions of Service

Table of content

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These Terms and Conditions of Service replace and consolidate the previous Artlogic and ArtCloud terms.

They are effective from 21st July 2026.

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See clause 15 below for definitions of capitalised terms used in these General Terms.

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1. Scope of Agreement

1.1 This Agreement governs the relationship between you and Artlogic. Services may be provided by Artlogic Media Limited (a UK company), Artlogic Inc. (a US company) and/or ArtCloud, LLC (a US company). The specific Artlogic company(ies) selling you Products is specified on your invoices.

1.2 By subscribing to or using any of the services that we provide (“Products”), you agree to be bound by this Agreement. This Agreement is for your benefit, but we may allow usage by other persons (including affiliated companies) specified in a Service Order. You agree to ensure that all Authorised Users comply with it.

1.3 Products

1.3.1 Individual Products are subject to specific terms in Annex 1 of these General Terms (“Product Terms”). When signing up for Products, you should confirm that the Products will meet your requirements.

1.3.2 The following are excluded from the Products, unless agreed separately in writing:

group or one-to-one training;
importing material or data entry to your database or website;
translating your Content or our systems into multiple languages;
connecting your Content to any external system or connecting Products to each other, except as expressly included in Product specifications;
customisation to give users different views and privileges (e.g. private areas);
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.

1.3.2 The scope and specification of Products are subject to change. We will give no less than 30 calendar days’ notice of any changes to registered users of affected Products.

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1.4 This Agreement incorporates the following documents, and in the event of a conflict or any inconsistency between these documents, the following order of precedence shall apply:

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1.4.1 your Service Order;

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1.4.2 Artlogic Data Processing Addendum;

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1.4.3 these General Terms & Conditions of Service (“General Terms”) and

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1.4.4 Product Terms, subject to any different order of precedence stated in the Product Terms.

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2. Term and Commencement

2.1 This Agreement shall commence from the date that you (a) confirm your acceptance when purchasing any Products from us or (b) otherwise begin using any Products, and shall terminate in accordance with clause 10.

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2.2 You may add additional Products at any time, and the Agreement will apply to the new Products.

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2.3 We will notify you in writing of any Service Commencement Date. We will use reasonable endeavours to commence provision of the Products within five Business Days of receipt of your first payment. However, where we are performing professional services (including data migration, custom website design or other implementation services) or where you have to take steps in order for the Product to be operational, the period between the first payment and the Service Commencement Date may be longer.

3. Our Products

3.1 Subject to you paying the Fees, we will provide the Products in accordance with this Agreement from the Service Commencement Date.

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3.2 Free, Beta Legacy Products

3.2.1 Certain Products may be provided to you free-of-charge (“Free Products”). You acknowledge and understand that Free Products do not include all available features or functions and we may at any time for any reason change what is made available as part of a Free Product.

3.2.2 We may make available for you to try Product functionality which is designated as beta, pilot, limited release, non-production, or by a similar description (“Beta Products”). Beta Products are intended for evaluation purposes and not for production use, may contain bugs or limitations that may affect the performance, are not supported, and may be subject to additional terms. We may discontinue Beta Versions at any time in our sole discretion and may never make them generally available. We have no Liability for any harm or damage arising out of or in connection with a Beta Product. We welcome feedback on Beta Products, but we do not guarantee requests will be implemented or that the software will be released.

3.2.2 Certain legacy products that are not available to new customers (“Legacy Products”) may not have separate Product Terms. The most recent product description for a Legacy Product shall apply in place of Product Terms. We maintain Legacy Products for the benefit of existing customers, and reserve the right to withdraw them with 30 days notices.

3.3 We will perform our obligations under this Agreement with reasonable care and skill. We do not warrant the continuous, uninterrupted, or error free operation of the Products. We may use subcontractors or other third parties in carrying out our obligations under this Agreement, and in doing so we remain responsible for our obligations under this Agreement.

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3.4 Product and Infrastructure Availability

3.4.1 We will use reasonable endeavours to provide an uptime 99.5% of the time each calendar month. This means that Downtime will not exceed 0.5% of the time during any calendar month. “Downtime” means periods when the Products are not available to you, but does not include any periods when the Products are not functional or available as a result of (a) maintenance or delivery of scheduled updates carried out in accordance with clause 3.4.2 or (b) any Excluded Event.

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3.4.2 We may interrupt availability of the Products:

to undertake scheduled maintenance or deliver scheduled updates, but will use reasonable endeavours to provide you with at least 24 hours’ notice by email;
at any time to perform emergency maintenance, without required notice but will use reasonable endeavours to provide notice to you by email.

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3.4.3 Our 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. We will maintain worldwide, on-screen, secure access to the servers to track problems and trace any hold up in internet traffic.

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3.4.4 We will use reasonable endeavours to ensure that the Products have a reliable service connection, adequate to handle internet traffic. However, internet speed and availability may depend on hardware and connections beyond our control. We cannot be liable for connection problems upstream of our own server, DDOS attacks, problems with the infrastructure of our chosen global technology partners or other common services upon which all internet solutions rely, such as the domain name server system.

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3.4.5 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, if your problem is not related to an Excluded Event.

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3.4.6 We will use reasonable endeavours to ensure that Products offer full functionality for reasonably up-to-date devices. For more information on device and system requirements, please contact support@artlogic.net.

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3.5 The Products require Subscriber Data. You are responsible for providing the Subscriber Data.

3.6 Product Support and Training

3.6.1 Subject to the plan you have selected and the payment of any applicable Fees, support is available for your users to address problems with using Products (“Support”). Product Terms specify available levels of Support for each Product. We will only provide Support to your employees with a valid, named user login.

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3.6.2 You agree to provide cooperation, information, equipment, data and other resources reasonably necessary to enable us to provide Support.

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3.6.3 Support does not include:

diagnosis or rectification of problems associated with the other systems, software or equipment of you or any third party;
customisation or configuration services;
IT consultancy services;
rectification of errors that do not significantly impair or affect the operation or performance of the Products;
Support rendered more difficult by an Excluded Event;
operational advice and assistance;
training services (including video calls and screen shares); or
preparation, formatting and testing of client data for data migration purposes.

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3.6.4 We provide various self-service resources for Products, and may provide training materials via our Support Website. Unless agreed with in writing, other training is not included in the Fees. Training sessions can be scheduled and are charged at our standard hourly rates, via screen-sharing unless agreed otherwise. For more information please contact support@artlogic.net.

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3.6.5 We reserve the right to charge for support that is not within the scope of Support under clauses 3.6.1 and 3.6.3, in 15-minute increments at our standard hourly rates plus applicable taxes. For more information please contact support@artlogic.net.

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3.6.5 We will use reasonable endeavours to respond within 12 Working Hours to you about any problems you report. If the investigation requires a specialised member of our team, we will aim to respond initially within this timeframe, but may need additional time to look into the issue raised.

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3.6.6 User-facing Support is available from our teams working London, New York, Atlanta and Cape Town business hours. Some issues may need to be referred to development teams in the UK meaning the difference in time zones could delay resolution. A reduced level of Support is available over the Christmas period and during public holidays in England, USA and South Africa. For urgent Support, we will use all reasonable efforts to assign a suitable technician outside Working Hours.

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3.6.7 If a fault renders a Product unusable for all users, we will attempt to resolve this as a top priority, unless there is a persistent fault upstream of our servers.

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3.7 Defects, Modifications and Feature Requests

3.7.1 We will investigate any suspected defects in the Products within a reasonable timeframe. Once it is demonstrated that the problem is the cause of faulty code or database interaction that is under our control (a “Defect”), we will assess the severity of the Defect and provide a remedy or workaround in a reasonable time frame. We will use reasonable endeavours to remedy any Defects that severely impair your ability to work as quickly as possible. Defects are classified at our sole discretion, taking into account the overall impact to the customer base and risk from deploying changes to our production systems.

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3.7.2 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.

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3.7.3 We may make modifications to the Products from time to time. Where modifications materially change Product functionality, we will aim to provide you appropriate notice of the changes.

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3.7.4 We do not offer ad-hoc modifications to Products on customer request, but we welcome customer feature requests, which will be assessed as part of our development roadmap.

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3.8 Backups

3.8.1 Backups (which may be incremental) of data for your Products will be scheduled at least once a day, transported via an encrypted and firewalled connection and stored offsite in a secure facility. Some services that are not part of the core platform may be excluded from this policy.

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3.8.2 We may create, retain, rotate, overwrite and delete backups, logs, modification histories, marketing records and other system data in accordance with our operational, security and retention practices. We do not guarantee the continued availability or recoverability of any particular historical data, record, modification history or backup.

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

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3.9 Data Export

3.9.1 Certain data records may be exported from Products for free, by the user, at any time using the export tools within the Products. For more information please see our Support Website.

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3.9.2 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. For more information please contact support@artlogic.net. The following applies to such exports:

Work will be scheduled around other projects and charged at our standard hourly rate. Costs will vary depending on the size of the files.
You will be required to provide us with the details of an online storage bucket to receive your files. There may be an additional charge depending on the storage service used.
Any additional consultation work, following the delivery of your export, will require a new contract to be agreed between you and us.

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3.10 Accessibility

3.10.1 Websites and online applications are subject to accessibility standards, you can find out more here.

3.10.2 While we take commercially reasonable efforts intended to ensure the Products comply with applicable legal accessibility requirements, we provide no representation or warranty that the Products comply with all such requirements. You acknowledge and agree that it is solely your responsibility to ensure compliance with legal accessibility requirements in the places where you provide service. We may be able to offer professional services under a separate agreement to provide additional accessibility compliance features.

4. Fees and Payment

4.1 Our Fees

4.1.1 Our Fees are as set out on our website, unless separately agreed with you, and are available on request. Fees are charged monthly, quarterly or annually in advance. Details of Fees for your Products, including any applicable discounts, will be set out or referenced in your Service Order.

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4.1.2 All Fees are exclusive of applicable taxes, which shall be payable by you at the rate and in the manner prescribed by law.

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4.1.3 You can increase the number of users for a Product as provided in the Product Terms, and you agree to pay us for any additional users. We may invoice for prior periods for additional users added in excess of the allowance for the Product in question.

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4.1.4 Any request to reduce the number of users for a Product must be submitted to us no less than 30 calendar days before the start of the next Billing Period. If notice is not received within this period, the existing number of users will renew for the following Billing Period. Removal or deactivation of a user from a Product does not automatically (without such notice) reduce the number of users or the Fees payable.

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4.1.5 Please see the Artlogic Pay Terms in Annex 1 for additional terms governing the calculation and charging of fees on transactions processed by us.

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4.2 Fee increases

4.2.1 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, subject to your termination rights under clause 10.1.

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4.2.2 Separately, Fees are subject to annual increase for inflation, capped at the UK CPIH index (as published by the UK Office for National Statistics) plus two percentage points (“Inflation Price Rise”). You agree for the Inflation Price Rise to be automatically applied each year. There will be no price decrease if there is a decrease in UK CPIH of more than two percentage points over any such period.

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4.3 Payments

4.3.1 Payment of our invoices is due on receipt unless stated otherwise. Product invoices will typically be issued one week in advance of commencement of your next Billing Period. We may charge you additionally on an interim basis on certain occasions either in accordance with this Agreement, or under certain other circumstances (which we will communicate to you separately).

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4.3.2 We use a third party Subscription Management System to process subscription payments. Further details are available here.

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4.3.3 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 when due under this Agreement. We do not accept payment by cheque.

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4.4 Late Payment

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

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4.4.2 We will use reasonable endeavours to contact you in the event of a late payment, using the email address you have provided to us on our Subscription Management System. It is your responsibility to keep these contact details up-to-date.

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4.4.3 If (a) an invoice remains outstanding for more than 30 calendar days or (b) you fail to maintain up-to-date payment details (we will aim to alert you if this occurs) for more than 30 calendar days, we may suspend your access to the Products and charge a reactivation fee (in addition to the outstanding invoice amount) if you wish to access your Products thereafter.

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4.4.4 We may pass on unpaid debts to a debt collection agency who may charge additional fees, which you agree to pay. You also agree to reimburse us for any fees that we pay to the agency.

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4.5 Upgrades / Downgrades

4.5.1 If you choose to upgrade your subscription to a higher-specification Product (“Upgrade”), changes will come into effect within a reasonable timeframe. We will issue an interim invoice for the Fee difference for the remainder of the current Billing Period, and the invoice for your next Billing Period will reflect full fees for the Upgrade.

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4.5.2 If you wish to downgrade your subscription to a lower-specification product (“Downgrade”), you must give 30 calendar days notice before the start of the next Billing Period. Changes will come into effect at the start of the first Billing Period starting more than 30 days after your notice. No refunds or discounts will be given for earlier subscription periods.

5. Acceptable Use and Responsibility for Content

5.1 Responsibility for Submitted Content

5.1.1 We allow you to post Content via the Products and share that material with other people via the Products, in person, via email and via hyperlinks to web pages on other hosts. We do not control or endorse such Content or guarantee the accuracy, integrity or quality of such Content. End users of Products may be exposed to Content that they consider to be offensive and/or indecent, or report that material published by you via the Products infringes the law.

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5.1.2 We bear no Liability for Content or for any loss or damage resulting from the use of Content transmitted via the Products. You agree to bear all risks associated with the use of Content via the Products, including any reliance on the accuracy or completeness of such Content.

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5.1.3 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 IP Rights or other rights, or give rise to any cause of action against us in any jurisdiction.

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5.1.4 We acknowledge that your Content may include material for which you do not own the IP Rights. You acknowledge that all such Content is your sole responsibility and warrant that you have secured necessary rights to publish it.

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5.1.5 We have no obligation to monitor the Products or your Content, but shall be entitled to review materials posted on the Products.

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5.2 Misuse

5.2.1 You agree not to use the Products (or permit any third party to do so):

to publish or disseminate material or information that:
- is defamatory, threatening, abusive, harassing or unlawful,
- incites discrimination, hate or violence towards any person or group on account of their race, religion, disability, sexuality, nationality or otherwise,
- you do not have a right to transmit under any law or legal obligation (such as inside information or confidential information), or
- otherwise violates applicable law;
to infringe IP Rights of any party;
to impersonate any person or entity for the purpose of misleading others;
to send unsolicited messages (commercial or otherwise) or collect or store personal information about others, in breach of applicable privacy law;
to threaten, abuse, or violate legal rights (including rights of privacy and publicity) of others;
to sell anything that we consider to be illegal, fraudulent, stolen, dangerous, subject to export control or in breach of sanctions;
to transmit files containing a virus, worm, trojan, other malware or corrupt data that may interfere with or damage the operation of the computer or property of another;
in any manner that could damage, disable, overburden or impair the Products or interfere with any other party's use and enjoyment of the Products;
to gain or attempt to gain unauthorised access to the Products, other computer systems or networks connected to the Products; or
otherwise to violate any applicable laws or regulations.

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5.2.2 You agree not to engage in the following conduct with respect to the Products (or permit any third party do so), including using AI tools, software agents or other automation:

reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Products or Content provided via the Products;
modify or create derivative works based on the Products;
access, interact with, monitor, analyze, extract data from, or otherwise engage with the Products, their interfaces, outputs, underlying logic, design patterns, user experience flows, APIs or any other related materials, in each case for the purpose or intent to develop, train, improve or operate any software product, service or system that seeks to or does replicate or compete with the functionality, architecture, specifications or user experience of the Products; or
remove any proprietary notices or labels from the Products.

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5.2.3 Without limiting the generality of clauses 5.2.1 and 5.2.2, the following conduct is prohibited:

Scraping and Crawling – using bots, crawlers, scrapers, or any automated tool to access, index or copy the Products’ content, data, user interface elements, API responses, output formats, whether publicly available or not;
Prompt-Based Extraction – submitting manual or automated queries, prompts, or inputs to elicit responses that reveal, reconstruct, or approximate proprietary logic, workflows, data structures, decision trees or methodologies embedded in the Products;
Output Harvesting – collecting, aggregating, or systematically recording outputs or behaviors of the Products for use as training data, fine-tuning data, evaluation benchmarks, synthetic data sets or feature specifications for any competing system.
Persistent Querying – accessing or using the Products via automation with persistent or unusually large volumes of queries or interactions compared to natural human users.

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5.3 Deletion or Disabling of Content

We reserve the right to temporarily or permanently delete or disable your Content for any valid reason, including any violation of this Agreement, in our sole discretion. Deleted Content may be stored by us in order to comply with certain legal obligations and may not be retrievable by you without a valid court order.

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5.4 No Unauthorised Use

5.4.1 You agree not to use the Products on behalf of others, whether 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.

5.4.2 You and your Authorised Users will use reasonable efforts to prevent any unauthorised use of the Products.

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5.5 Professional Conduct

5.5.1 We do not accept unprofessional behaviour from our employees or our clients. Failure to treat our team with courtesy and respect may lead to a temporary withdrawal of support or insisting we change the contact at your organisation. We reserve the right, in appropriate cases, to permanently withdraw support or terminate your subscription with us.

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5.5.2 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.

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5.6 Indemnification

You hereby indemnify us and our licensors, directors, officers, employees and subsidiaries at all times against any claims, costs (including legal costs on a full indemnity basis), losses and liabilities incurred by us as a result of breach or inaccuracy of the obligations, warranties and representations of clauses 5.1.3, 5.1.4, and 5.2. You agree that such indemnification shall be uncapped, and not subject to any limitations of liability under this Agreement (except to the extent such limitations are required by law).

6. Intellectual Property

6.1 Your Content and Data

6.1.1 The IP Rights for the Content rests with you, your artists, the writers and the photographers and any third parties from whom material may have been gathered. The data you add or import to the Products belongs to you or your licensors.

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6.1.2 We shall be entitled to store, copy and use your Content and data to the extent necessary to fulfil our obligations and exercise our rights under this Agreement. We will only make copies of your data to provide the Products, for backups, for testing or for development work you have requested.

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6.1.3 You hereby grant to us a non-exclusive, fully paid and royalty-free, worldwide licence to use your Content and data to provide the Products (including to display the Content via any media) and as otherwise provided in this Agreement.

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6.2 IP Rights in Products

6.2.1 All IP Rights relating to the Products belong to us and/or our licensors.

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6.2.2 We hereby grant you a non-exclusive, non-transferable, non-sublicensable, worldwide licence to use the IP Rights in those Products that you are entitled to use under this Agreement, subject to payment of the Fees.

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6.2.3 If you acquire any IP Rights in the Products, you are hereby deemed to assign all such rights to us, and you shall take all actions required to do so at our reasonable expense.

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6.2.4 Any feedback or suggestions you offer to us may be used by us without payment, permission or restrictions even after this Agreement is terminated. You hereby provide a perpetual license for us to do so.

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6.3 Infringement Notices and Illegal Content

6.3.1 If you believe your work has been copied and is accessible via the Products in a way that constitutes copyright infringement, or that the Products contain links or other references to another online location that contains material or activity that infringes your copyright, you may notify us by contacting support@artlogic.net, providing the specific information in clauses 6.3.2 and/or 6.3.3 as applicable.

6.3.2 To benefit from rights under the U.S. Digital Millennium Copyright Act (“DMCA”), your notice should refer to the DMCA and must include the following information:

your name, mailing address, and email address;
a statement identifying the copyrighted material you claim is infringed, such as a URL linking to an authorized version of the copyrighted material;
a statement identifying where the allegedly infringing material is located, such as URL linking to the allegedly infringing material;
a statement that you have a good faith belief that the allegedly infringing material identified in section (2), above, is not authorized by the copyright owner, its agent, or the law;
a statement, made under penalty of perjury, that the information in this notice is accurate and that you are the owner of the copyrighted material or are authorized to act on behalf of the owner of the copyrighted material; and
an electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

6.3.3 To benefit from rights under the EU Digital Services Act (“DSA”), your notice should refer to the DSA and must include the following information:

a substantiated explanation of the reasons why you allege the information in question to be illegal content;
a clear indication of the exact location of the infringing content within the Products;
your name and email address (except where excluded by the DSA Art. 16 on grounds related to child pornography or child sexual abuse/exploitation); and
a statement confirming your bona fide belief that the information provided is accurate and complete.

7. Security and Technical Obligations

7.1 Security

7.1.1 We implement physical, electronic and organizational procedures intended to protect against the loss, misuse, unauthorized access, alteration, or disclosure of data, including Subscriber Data. These measures include encryption during transmission to the Products and to third-party cloud-based services, encryption of backups, and authentication for system access. Further detail is in the Data Processing Addendum.

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7.1.2 To maintain the security of the Products and our and your infrastructure and other services, you agree:

to set up and maintain your administrative login and all user logins with relevant privileges;
to keep login details safe and ensure that passwords are sufficiently strong;
to store your administrative login ID and passwords securely and notify us immediately if you believe your administrative login ID and passwords are no longer safe;
that no administrator or user may use another user’s details at any time, without their express permission;
that your system administrators must make all necessary changes to add, remove and edit user permissions;
that we cannot change your passwords or add or edit user records or change privileges without written authority on letterhead paper from the verified business owner or a verified director;
that before an administrator leaves your organisation, it is essential that another user be given administrative access to remove the departing administrator’s access and perform administrative tasks going forward; and
that we may withdraw administrative access and suspend your account without notice if suspicious behaviour is detected, including but not limited to a suspected attack on the Products or their integrity.

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7.1.3 You agree that you and your users are responsible for all activities which take place when your credentials have been used, whether authorised or not, and that we have no Liability to rectify any malicious or negligent damage by anyone using an authorised login ID and password.

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7.1.4 Any work required by us to restore data as the result of circumstances caused by you will be chargeable in its entirety at our standard hourly rate. For more information please contact support@artlogic.net.

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7.2 DNS Settings

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 and how. You are responsible for making these changes. We will delay or revoke your access to services requiring such changes until you have made the necessary adjustment to your settings.

8. Limited Warranty and Limitation of Liability

8.1 Limited warranty

8.1.1 We warrant that the Products will substantially conform to their specifications, and exclude, to the fullest extent permissible by law, all other warranties including those implied by statute. Our entire liability and your sole and exclusive remedy 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.

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8.1.2 We shall have no Liability under the limited warranty above to the extent the claim results from:

accidental or deliberate destruction of or damage to the Products;
any failure to setup, use or maintain the Products in accordance with our instructions and any documentation provided by us; or
any alteration, modification or repair to the Products other than that carried out by us, or third parties nominated or approved in writing by us.

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8.1.3 We shall have no Liability under the limited warranty above (or any other warranty, condition or guarantee) while any sum is overdue from you to us.

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8.1.4 We reserve the right to make changes to Products and their specifications (a) where required to conform with any applicable legal requirements or obligations or (b) which do not materially affect quality or performance.

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8.2 Limitation of Liability

8.2.1 Notwithstanding any other provision of this Agreement (except clause 8.2.3), we shall have no Liability, in each case whether suffered by you or a third party, for any:

direct or indirect loss of or damage to profit, revenue, production, business, opportunities, anticipated savings; data (subject to clause 3.8.3), goodwill or reputation;
indirect or consequential loss or damage; or
loss or damage suffered by you as a result of a claim brought by a third party.

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8.2.2 We shall not be in breach of this Agreement and shall not have Liability to you in respect of any failure or delay on our part to the extent a result of:

a failure or delay by you in performing any of your obligations under this Agreement;
any negligent, tortious or unlawful act of you or your personnel; or
our complying with any instruction or request by you.

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8.2.3 Our Liability shall not be limited or excluded by any provision of this Agreement or otherwise to the extent prohibited or limited by law and in particular nothing shall exclude or limit our Liability:

for death or personal injury caused by its negligence to the extent prohibited by law; or
for fraudulent misrepresentation or other fraud.

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8.2.4 Subject to clauses 8.2.1 through 8.2.3, our total aggregate Liability to you shall be limited to the greater of (a) £1,000 (one thousand pounds sterling) or (b) 100% of Fees paid by you during the past 12 months for the Product that caused the damages.

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8.3 Force Majeure

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. The affected party shall use commercially reasonable efforts to avoid or remove the causes of non-performance.

9. Confidentiality

9.1 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.

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9.2 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 in order for such party to perform its obligations under this Agreement provided that such party shall procure that such officers and employees comply with the provisions of this clause;
to its solicitors, accountants, surveyors, insurers and other professional advisors under obligations of confidentiality equivalent to those under this Agreement; and
as required by law or an order of any court of competent jurisdiction, provided that the party whose Confidential Information is so disclosed is given an opportunity to object to the disclosure (where permitted by law).

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9.3 We may, with your consent, make reference to you as a customer of ours in our marketing materials, and you may publicly disclose that you are a customer of Artlogic and/or the Products. Each party grants the other party a royalty-free license to use its logo for this purpose during the term of the Agreement, unless such license is revoked by written notice to the other party.

10. Termination

10.1 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. Termination will come into effect at the start of the next 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 of this Agreement.

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10.2 We may suspend your access to the Products for financial reasons as specified in clause 4.4.3. We may terminate this Agreement if an invoice is outstanding or payment details missing (as specified in clause 4.4.3) for more than 90 calendar days.

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10.3 We may terminate this Agreement immediately where:

you are in material breach of this Agreement and fail to cure such breach (if capable of cure) within 30 days of our written notice to do so;
you suffer an Insolvency Event or a Financial Distress Event;
required to comply with applicable law; or
your conduct has or is likely to have a detrimental impact on our reputation.

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10.4 We may terminate a part or whole Product subscription at our discretion, by giving you no less than 30 calendar days written notice. If we do so, we will refund the portion of any fees that you have paid that are applicable pro rata to the period after termination.

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10.5 You agree that we shall not be liable to you, or any third party, for any termination of this Agreement or of your access to the Products in accordance with this Agreement.

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10.6 Upon termination or expiry of this Agreement:

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10.6.1 all rights to access and use the Products granted by us under this Agreement and your access to the Products (including access to the Content) shall cease;

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10.6.2 we shall issue an invoice in respect of all outstanding charges, and you shall pay such invoice in accordance with clause 4.3;

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10.6.3 you may, within ten calendar days of such termination or expiry, request in writing to us a copy of the last available back-up of your Content, and subject to compliance by you with clause 10.6.2, we shall at your expense use our reasonable endeavours to provide such back-up;

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10.6.4 subject to clause 10.6.3, upon the expiry of ten calendar days following such termination or expiry, we may destroy any of the Content in our possession.

11. Privacy and Data Protection

11.1 Privacy Notice

11.1.1 For information about how we collect, use, share or otherwise process information about you please read our Privacy Notice here.

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11.2 Data Processing Addendum

Our Data Processing Addendum sets out certain obligations of you and us in relation to data protection and is hereby incorporated into this Agreement.

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11.3 Cookies

The Products use cookies for various purposes, including to function correctly. Please read our Cookie Policy here.

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11.4 Anonymised Data

We may use your anonymised data to understand Product usage and market trends, including after termination or expiry of this Agreement. This use will not reveal any information externally to Artlogic which can be directly associated to your business.

12. Applicable Law and Dispute Resolution

12.1 For any Product for which you have registered using an address in North America:

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12.1.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

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12.1.2 Any action arising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, will be determined by binding arbitration by one arbitrator in New York, NY and/or Atlanta, GA (as determined by the arbitrator in consultation with the parties). The arbitration will be administered by the AAA pursuant to its Comprehensive Arbitration Rules and Procedure. Judgment upon the award rendered by an arbitrator may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration or litigation instituted in connection with this Agreement. The parties will maintain the confidential nature of the arbitration proceeding except as may be necessary to prepare for or conduct the arbitration hearing on the merits. This clause does not prohibit either party from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, or to any action by us to collect amounts not paid to us when due.

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12.2 For any Product for which you have registered using an address elsewhere in the world:

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12.2.1 This Agreement shall be governed by and construed in accordance with the laws of England. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

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12.2.2 For any action arising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, the parties hereby submit to the exclusive jurisdiction of the English courts.

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12.3 Save as expressly provided in this Agreement, the rights and remedies provided to us by this Agreement are cumulative and not exclusive of any right or remedy provided by law. No exercise by us of any one right or remedy shall (unless expressly provided otherwise) operate so as to hinder or prevent the exercise by us of any other right or remedy.

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12.4 We reserve the right to cooperate with law enforcement agencies in respect of investigations or alleged illegal conduct in relation to this Agreement.

13. Notices

13.1 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.

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13.2 Notices received on a Business Day within Working Hours will be deemed received that day. Notices received outside Working Hours and/or on a day that is not a Business Day will be deemed received on the next Business Day.

14. Miscellaneous

14.1 The terms and conditions of this Agreement are legally binding. It is our policy not to negotiate the General Terms or Product Terms. Any requests for negotiation of those terms 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 and effecting any request by you to negotiate the terms of the Agreement at our executive hourly rate. For more information contact support@artlogic.net.

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

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14.3 We reserve the right to update or amend the General Terms or Product Terms at any time by giving no less than 30 calendar days’ notice of any change. If you disagree with a change, you may terminate the Agreement as provided in clause 10.1. Your continued use of our Products following notification of any changes shall be deemed to be your acceptance of such changes. It is your responsibility to keep your contact details up-to-date on our Subscription Management System in order for us to effectively communicate with you.

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14.4 You may not assign any of your rights under this Agreement without our prior written consent, except in connection with a change of control, merger, or by operation of law.

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14.5 Subject to clause 14.3, no variation of this Agreement shall be effective unless and until it is made in writing and signed by or on behalf of each of the parties to this Agreement.

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14.6 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 and continue to be binding and enforceable.

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

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14.8 Failure or neglect by us to enforce at any time any of the provisions of this Agreement or any additional agreement shall not be construed nor shall be deemed to be a waiver of our rights nor in any way affect the validity of the whole or any part of our Agreement nor prejudice our rights to take subsequent action.

14.9 If you believe that we have breached this Agreement or have failed to do anything we promised, please contact support@artlogic.net.

15. Definitions and Interpretation

15.1 Terms Used in This Agreement

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“Agreement” has the meaning set out in clause 1;

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

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“Authorised Users” means entities and individuals who are authorised by this Agreement to use the Products;

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“Billing Period" means a time period for which a subscription for a Product is invoiced, as specified by us;

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

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

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“Confidential Information” of each party shall mean all non-public information, in whatever form, disclosed, made available by, or otherwise emanating from the party in connection with this Agreement (including non-public Agreement terms and information regarding the Products). 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; or (iv) was received by the receiving party after disclosure from a third party who was not required to hold it in confidence;

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“Content” means any photographs, pictures, content, text, artwork, files, programs, sound, graphics, video, data, and other content or data that you or your users or end users upload, post or store to the Products;

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“Data Processing Addendum” means the Artlogic Data Processing Addendum available here;

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“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, any documentation or our instructions; (iii) any change, addition or variation to the Products or their operating environment 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, software or equipment of yours (or any third party) not approved by us; (vi) any telecommunications network defect, delay or failure or failure of your hardware or other systems; and/or (vii) any failure in performance of the Products or their availability caused by matters other than the hardware, software, networks, databases and other information technology equipment owned or controlled by us;

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“Fees” has the meaning set out in clause 4;

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“Financial Distress Event” means where you receive any demand for repayment of lending facilities or we conclude in our discretion that: (i) your financial position has deteriorated to such an extent that your ability to pay the Fees or otherwise comply with the terms of this Agreement is put in jeopardy; or (ii) you take any steps in anticipation of or have no realistic prospect of avoiding an Insolvency Event;

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“General Terms” means these General Terms & Conditions of Service;

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“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, any restructuring plan, scheme of arrangement, voluntary arrangement or moratorium, your winding-up (other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation), dissolution, administration, bankruptcy or receivership or the appointment of a receiver or manager over all or any part of your undertaking, assets or income, or if you are unable to pay your debts as they fall due, or if you cease to trade or if a distress, execution or other legal process is levied against any of your assets which is not discharged or paid out in full within three Business Days, or if any event analogous to any of the foregoing occurs in any jurisdiction in which you are incorporated, resident or carry on business;

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“IP Rights” means all copyright and related rights, moral rights, trademarks and service marks, patents, rights to inventions, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

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“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, including but not limited to, liability: (i) for or in breach of contract, restitution, misrepresentation, negligence, other tort or breach of statutory duty; (ii) under any indemnity or arising from any express right or remedy; (iii) caused by any total or partial failure or delay in supply of the Products and support services; or (iv) arising from deliberate actions or omissions, and in each case, however fundamental the result;

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“Product” has the meaning set out in clause 1, and includes documentation for the relevant product/service;

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“Product Terms” has the meaning set out in clause 1;

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“Service Commencement Date” means that date that we commence providing a Product under this Agreement;

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“Service Order” means the document or online process which confirms the terms of your order to purchase one or more Products, which may be prepared through our service provider (e.g. Stripe or Chargebee);

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“Subscriber Data” means data that you upload into a Product, or that is otherwise provided for processing by a Product, by or on your behalf;

“Subscription Management System” means the system used by us to process subscription invoices and payments;

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“Working Hours" means our advertised business hours which are currently Monday to Friday 9.30 - 18.00 (London, New York and Cape Town) and Monday to Friday 9.00 - 17.00 (Atlanta) as updated from time to time;

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"You" or “you” means the person with whom this Agreement is made.

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15.2 Unless expressly stated to the contrary in this Agreement:

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15.2.1 words denoting the singular include the plural and vice versa, words denoting any one gender include all genders and vice versa, and references to persons include individuals and legal entities;

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15.2.2 a reference to a recital, clause or Schedule is a reference to a recital, clause or Schedule of these General Terms, except as otherwise specified;

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15.2.3 any words or phrases following “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those expressions; and

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15.2.4 any words or phrases preceding “other”, “otherwise” or any similar expression shall be construed as illustrative and shall not limit the sense of the words following those expressions.

Annex 1 – Product Terms

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This annex provides Product Terms for Artlogic products sold under the Artlogic and ArtCloud brands.

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For most Products, the Product Terms consist of Product descriptions and/or documentation. Artlogic will use reasonable endeavours to provide the Products in accordance with their descriptions and documentation, taking into account that descriptions and documentation may sometimes not be updated to reflect the latest changes in Products. If you notice discrepancies in descriptions or documentation, please alert us and we will endeavour to make appropriate updates or corrections.

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For Artlogic Pay and Account Management, additional terms are included in this Annex 1.

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For Artlogic Website Design Studio and ArtCloud Custom Website, a separate service order must be issued for the Product to be provided. That service order is a Service Order under this Agreement unless otherwise specified therein.

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