ARTAML TERMS OF BUSINESS
These are the Terms of Business for any Services purchased from ArtAML Ltd., most recently updated on 26th May 2021.
By accepting these Terms of Business (“Terms”) during your account registration or subscription process, or by accessing or using our Services (“Services”), you confirm acceptance and agreement to these Terms as incorporated into a binding contract with ArtAML Ltd on behalf of the company or legal entity for which you are acting or, if there is no company or legal entity, on behalf of yourself as an individual (“You” in all representations).
You represent and warrant that you have the right and authority (as well as the capacity—for example, you are of sufficient legal age) to act on behalf of and bind such entity (if any) and yourself.
If you do not agree to these Terms, you do not have the right to access or use our Services.
Defined words: In these Terms, some words have defined meanings. They are set out in Appendix 1. Defined words are mostly signalled by having an initial capital letter, and if the word is used without its initial capital it is being used with its ordinary dictionary meaning. There are a few defined words that are not capitalised (as it would make the Terms much harder to read) but they always have the defined meaning – they are ”we”, “you”, “including”, and “writing”.
1. Who we are:
1.1. We (“we”, “us” or “our”) are ArtAML Ltd., a limited company in England and Wales with company registration no. 11806741 with our registered address at 2 Upperton Gardens, Eastbourne BN21 2AH. We are a specialist provider of anti-money laundering (“AML”) Services with a specific emphasis on the international art market.
1.2. If you need to get in touch, reach us via the Contact page as the email or contact number depends upon the nature of your query. If you’re not yet a customer or want to discuss your subscription, email [email protected] or call +44 203 499 2866. If you’re an existing ArtAML customer seeking technical support, email [email protected] or call +44 203 499 2866.
2. How services are provided and what the ArtAML platform does: an overview
2.1. Services are provided through various means including Software as a Service (“SaaS”); Enterprise solutions, referral with third-party delivery and by other means as needed by users.
2.2. The ArtAML platform brings together technology fact-finding and yourself (including any colleagues as applicable) to make and document risk-based decisions. ArtAML does not make AML decisions on your behalf, and it is the responsibility of your business to determine whether or not to transact with individuals / businesses. The information collected by ArtAML and questions that you answer, as prompted by the ArtAML platform, will support taking a risk-based approach, as championed by governments around the globe. You should incorporate the specifications of AML legislation applicable in your business jurisdiction/s into your use of ArtAML to maintain your local compliance. For further information please get in touch via [email protected] or +44 203 488 2966.
3. The importance of AML training, risk assessment and manual
3.1. Many Art Market Participants (“AMPs”) are required as obliged entities to receive annual AML training, to conduct a risk assessment (for the likelihood of your business being the target of money laundering) with an annual review and to create a corresponding AML manual that guides how best to mitigate those risks.
3.2. Whether or not your business has such legal requirements, ArtAML recommends that all users receive AML training at minimum prior to using our platform. Ideally, your business will also have a risk assessment and AML manual so that you can use ArtAML in context of your own needs.
3.3. If you haven’t yet undergone training or had procedural paperwork put in place, get in touch with the ArtAML Team via [email protected] or +44 203 499 2866 as these services can be arranged for your business.
4. Buying our Services: About you
4.1 These Services are not intended for every business and we rely on you to check that you are eligible to buy the Services and that the Services meet your specific needs before making purchases. By buying through our Website, you are representing that:
4.1.1 you are legally capable of entering into binding contracts;
4.1.2 you are at least 18 years old; and
4.1.3 if you are an individual purchasing Services on behalf of a business or an organisation, you are authorised to do this on their behalf.
5. Buying our Services: How to buy
5.1 The steps you need to take to conclude an Agreement are:
5.1.1 Check information (that is subject to change), such as prices
18.104.22.168 We provide information for your consideration prior to purchasing Services, such as the range and descriptions and current prices of Services.
22.214.171.124 You acknowledge that the Services have been broadly developed for the art market and not specifically for your business, thus being provided “as is”. For customisation needs (such as integration with a bespoke CRM system, tailored questionnaires based on your risk assessment and white labelling), Enterprise plans are available: please get in touch with the team via [email protected] or +44 203 499 2866 to discuss your requirements.
5.1.2 Read and familiarise yourself with ArtAML policies
5.1.3 Please note that ArtAML is intended for businesses and not consumers. If you accept the documents referred to above on behalf of a corporate buyer and you are not authorised to do so, you may assume personal liability for the obligations set out in those documents.
5.1.4 Complete your order
126.96.36.199 Please select the Service/s you wish to buy, supply required information, tell us how you wish to pay (where this option is available), and provide any other information requested to enable the purchase of your User Subscription. We can only act on the information you provide to us, so ensure that all information provided is correct.
188.8.131.52 Payment can be arranged by bank transfer or direct debit as instructed. If you have any difficulties, contact ArtAML Customer Support at [email protected] or call +44 203 499 2866. Invoices will be made available for your records.
5.1.5 Place your order
184.108.40.206 Where available, confirm your purchase by clicking the appropriate button or by digitally confirming by means provided.
220.127.116.11 We will acknowledge receipt of your purchase. This is a confirmation that we have received your order. You then need to wait for our Acceptance of your Order (see below).
5.1.6 Await acceptance of your order
18.104.22.168 We are only able to accept your purchase at the time that we send you email confirmation with accompanying information explaining how to access Services.
22.214.171.124 You may receive an acknowledgement from our payment processor advising if your direct debit payment has been authorised. This acknowledgement relates to authorisation of your payment only.
126.96.36.199 Please note that we are entitled to refuse to accept any order. If that happens, we will let you know as soon as we can, and refund payment you have made for that order.
5.1.7 Subscription Term (as applicable)
188.8.131.52 The Subscription Term will be outlined prior to your acceptance of the purchase of User Subscription/s.
6. Currency, tax and payment
6.1 All prices are available in:
6.1.1 £ Pound Sterling (GBP)
6.1.2 $ US Dollars (USD)
6.1.3 € Euros (EUR)
6.2 Other currencies are available upon request. Please enquire via [email protected] or +44 203 499 2866.
The prices on our Website are exclusive of VAT / sales tax (as applicable).
6.3 Subject to our obligation to supply the Services at the price originally stated, we reserve the right at any time to increase the prices of the Services and to change the range of Services available. We will try to give you as much notice as we can of changes to the range and any increase in prices.
6.4 Please ensure your direct debit stays up to date. If you fail to make any payment by the due date then, in addition to any other right or remedy available to us, we will be entitled to:
6.4.1 cancel the contract or suspend the performance of any Services ; and
6.4.2 take any payment made by you against such of the Services as we think fit; and
6.4.3 charge interest on overdue amounts at the rate of 3.5% per month or part (equivalent to unauthorised overdraft rate).
7. Permitted Use of the Services
7.1 The Agreement shall commence on the Start Date and continue until it is terminated by you or us, unless if it is terminated owing to a breach of the Agreement.
7.2 For Services with differing tiers, you’re welcome to upgrade or downgrade at any time and we will debit or credit your account on a pro-rata basis.
7.3 If at any time whilst using any Services under a Subscription Plan you exceed the usage limits, we may require you to elevate to the next higher Subscription Plan and charge relevant Fees.
7.4 You undertake that:
7.4.1 The Authorised Users and Account Administrators that you authorise to access and use the Services shall not exceed the volume of searches or User Subscriptions or as otherwise permitted under a Subscription Plan or as otherwise expressly agreed in writing with us;
7.4.2 You will not allow any User Subscription to be used by any other person, firm or organisation other than the permitted Account Administrators or Authorised Users on your account;
7.4.3 Each Authorised User and Account Administrator shall keep secure and confidential their user IDs and passwords, and if there is any suspected unauthorised use, the ArtAML Representative or [email protected] will be given notice within 24 hours of the suspected breach;
7.4.4 You shall ensure and enforce that any Authorised Users and Account Administrators with access to the Services shall only access and use the Services as permitted by your Subscription Plan and these Terms;
7.4.5 You shall, on receipt of 10 Business Days’ written notice, permit us to audit your use of the Services in order to confirm adherence with a Subscription Plan. Such audit shall, where possible, be conducted remotely by reviewing the number of users or administrators listed within the application; and
7.4.6 If any audit reveals that you have underpaid Fees to us, then without prejudice to our other rights, you shall pay an amount equal to such underpayment as calculated in accordance with any applicable Subscription Plan or other Fees within 10 Business Days of the date of the relevant audit.
7.5 Any Services shall commence on the Start Date and continue for the Initial Term (a fixed period). Thereafter, the Agreement shall be automatically renewed for successive periods (each a Renewal Period), unless:
7.5.1 Either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or Renewal Period, in which case the Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
7.5.2 Services become unavailable. If this happens, we will let you know the Services are not available and we will try to help you find alternative services that meet your needs, but we are not obliged to provide substitute services; or
7.5.3 You do not pay us the price due for the Services by the due date and it remains in default for 7 days after being notified in writing to request payment; or
7.5.4 You are either not able or not authorised to enter into an agreement with us.
7.6 We want you to be completely satisfied with the Services you order from our business. If you want to speak with us about your Services, please contact Customer Support – better sooner than later, via [email protected] or +44 203 499 2866.
8.1 Subject to the restrictions set out in the Agreement, we hereby grant to you:
8.1.1 a non-exclusive licence to use the Services; and
8.1.2 a non-exclusive, non-transferable right, to sub-licence Services solely to Authorised Users and Account Administrators to use and access Services solely for during the Subscription Term.
9. Intellectual Property Rights
9.1 You acknowledge that:
9.1.1 All intellectual property rights in the Services are the property of or licensed to ArtAML;
9.1.2 You shall have no rights in or to the Services other than the right to use them in accordance with your Subscription Plan and these Terms;
9.1.3 You will own all Intellectual Property Rights in information that you submit to the Service relating to the configuring of the Services for unique use by yourself;
9.1.5 You will own all IPR that you create; and
9.1.6 We own all Intellectual Property Rights in all other data included in the Service, and in the Service itself.
9.2 We acknowledge that:
9.2.1 We shall not, without your prior written consent, use your Intellectual Property Rights for any other purpose or for the benefit of any person other than you.
9.3 You shall:
9.3.1 Ensure that sufficient measures, processes and protections are in place to ensure the necessary backup of Input Material and Output Material and any Third-Party IP used by you;
9.3.2 Adhere to reasonable data usage, or other data use limits as made known to you under a Subscription Plan, as regards your Authorised Users’ and Account Administrators’ use of the Services and Asset Library and the uploading or downloading of any files or materials to or from the Services; and
9.3.3 Comply with all material applicable laws and regulations with respect to activities under the Agreement.
9.4 You shall not:
9.4.1 Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or
9.4.2 Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
9.4.3 Access all or any part of the Services in order to build a product or service which competes with the Services; or
9.4.4 Use the Services and/or provide services to unauthorised third parties; or
9.4.5 License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third-party except Authorised Users;
9.4.6 Attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause; or
9.4.7 Use any information provided by us or obtained by you through your use of the Services to create any offer or service whose expression is substantially similar to that of the same nor use such information in any manner which would be restricted by any Intellectual Property Rights subsisting in it.
9.5 For all reasonable purposes related to the promotion of our own business and provided always that we do not disclose any of Your Confidential Information, we shall be entitled to refer to and publicise the Services undertaken on your behalf.
10.1 If you breach any obligation of these Terms and any claim, action or proceeding is pursued against us in consequence, then you shall indemnify us fully and promptly against all losses, damages, expenses (including our executives’ time) and costs (including without limitation court costs and reasonable legal fees) arising.
10.2 Subject to the liability limits set out in these Terms, we shall defend, hold harmless and indemnify you from and against any claim that any software or data forming part of the Services infringes any valid third-party intellectual property right including copyright or database right, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
10.2.1 We are given prompt notice of any such claim;
10.2.2 You provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and
10.2.3 We are given sole authority to defend or settle the claim.
10.3 In the defence or settlement of the claim, we may obtain for you the right to continue using the relevant software or data, replace or modify it so that it becomes non-infringing or, if such remedies are not reasonably available, terminate your Subscription Plan and refund the balance of your outstanding paid subscription period.
10.4 We shall have no liability if the alleged infringement is based on:
10.4.1 Modification of such software or data by you, a User or a third party with your consent; or
10.4.2 You or the User’s use of such software or data in a manner contrary to the instructions given to you by us; or
10.4.3 You or the User’s use of such software or data after notice of the alleged or actual infringement from ArtAML or any appropriate authority.
10.5 The parties each agree to comply with their obligations under the Data Protection Legislation and with the instructions given by the other with respect to maintaining the security of personal data. If the situation arises that is described in GDPR Article 82.4, then the party that shall have paid compensation to the data subject shall be entitled to an indemnity from the other party for that portion of the compensation due from the other in consequence of Article 82.5. If the situation arises that a data subject raises a complaint that could lead to a claim under this indemnity, the party notified by the data subject of it shall immediately notify the other of the potential existence of such a claim and provide full and immediate co-operation with the other in defence and settlement of the data subject’s claim.
11. Warranties and Exclusions
11.1 We warrant that for the duration of the Agreement:
11.1.1 We have and will continue to have all necessary rights in and to the Intellectual Property Rights necessary to perform our obligations under the Agreement; and
11.1.2 We shall provide the Services with reasonable care and skill to the standards generally applicable to the Services.
11.2 Except as expressly stated in the Agreement, all other warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.
11.3 You acknowledges that Services are provided on an “as is” basis with no warranties over their functional state (including but not limited to satisfactory quality, merchantability and fitness for a particular purpose), and except as expressly stated in the Agreement, we do not guarantee or make any warranty in respect of the completeness, timeliness or accuracy of the Services or any Output Material, and shall not be responsible for any errors or omissions contained therein or any delays in providing the same, or your failure to access the same.
12. What happens if things don’t go as planned?
Limitation of Liability
12.1 We will always try to ensure that our Services meet the standards we have described and that you can use them in your business. However, because of the complex technological nature of Services provided, sometimes things may go wrong. Notwithstanding any other provision of the Agreement, we do not seek to impose any limit on our liability for:
12.1.1 Death or personal injury caused by our negligence;
12.1.2 Fraud or fraudulent misrepresentation; and
12.1.3 Any other losses which cannot be excluded or limited by applicable law.
12.2 The following provisions of this clause contain limitations of our liability, which have been set in conjunction with our pricing. You may request that we agree to a higher limit of liability (provided insurance cover can be obtained therefore) in which case our fee rates may be adjusted, or an additional charge may be made.
12.3 There shall be no personal liability of any of our principals, directors, partners, employees, agents or sub-contractors arising in any way out of the performance or non-performance of services. We trade as a limited liability company, and It is to the company lone that you may have recourse.
12.4 Our aggregate financial liability to you including for any expressed indemnity shall not exceed a sum greater than an amount equivalent to the total Fees payable by you to us for Services in the 12 months preceding your notification of complaint .
12.5 However, you understand that we cannot always envisage or avoid all problems and, apart from as set out above, we will not be liable under or in relation to the Agreement or its subject matter for any other liability, loss or damage whether arising due to negligence, breach of contract, misrepresentation, or for any other reason excluding fraudulent misrepresentation (in the unlikely event that this should happen). This means, for example, that we are not liable for:
12.5.1 Any inaccuracies, errors or omissions in information on our Website;
12.5.2 Any delay in providing or failing to supply the Services;
12.5.3 Any loss of profits, loss of business, loss of anticipated savings, loss of sales or turnover, loss of or damage to reputation, loss of contract, loss of customers, loss of, or loss of use of, any software or data, loss of use of any computer or other equipment or plant, wasted management or other staff time (in each case whether direct or indirect), or any indirect, consequential loss or damage.
12.6 We shall not be liable for any actual or anticipated loss of profit; loss of business or business interruption; loss of reputation or goodwill; loss, breach or corruption of data; loss of anticipated savings or loss of business opportunity; or any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
12.7 We exclude all representations and warranties, express or implied, in relation to the Services.
12.8 If you buy any Service from a third-party seller through our Website, the seller’s liability will be set out in the seller’s relevant terms and conditions.
12.9 Descriptions in our brochures, webpages, price lists or other advertising material are intended to present a general picture of the services which we provide. They shall not be a representation by us, nor form part of our agreement with you unless expressly incorporated.
12.10 The results you obtain from the Services depend on the clarity and accuracy of the information and questions that you input. We therefore cannot accept responsibility for the results that you obtain, and you will always be and remain responsible for the decisions you make that may have been informed in part by outputs from our Services.
12.11 You shall not allow or permit any Authorised Users and Account Administrators to access, store, distribute or transmit any viruses, or any material including via the Asset Library during the course of your or their use of Services that, in our reasonable opinion:
12.11.1 Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
12.11.2 Facilitates illegal activity;
12.11.3 Depicts sexually explicit images;
12.11.4 Promotes unlawful violence;
12.11.5 Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
12.11.6 Is otherwise illegal or causes damage or injury to any person or property;
12.11.7 Constitutes or may be perceived to constitute a data protection breach; or
12.11.8 Otherwise is deemed by us, at our sole discretion, to be inappropriate.
12.12 We reserve the right, without liability or prejudice to our other rights to you, to disable your or any Authorised User or Account Administrator’s access to any material that breaches the provisions of this clause or which warrants improper use.
13. Events outside our control (Force Majeure)
13.1 We shall not be liable for nor be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from any event beyond our reasonable control. We shall promptly notify you in writing when such an event causes a delay or failure in performance and when it ceases to do so. If such an event continues for a continuous period of more than one month, we may give you 14 days’ written notice to terminate the Agreement, in which event we shall refund you a pro-rata proportion of Fees you have paid for the period of Service after termination.
14. Service availability, maintenance and support
14.1 Service availability and maintenance
14.1.1 We shall make the Services, where delivered digitally or online, available 24 hours a day, seven days a week, except for:
184.108.40.206 Planned maintenance, in which we will provide you with a minimum of 24 hours’ notice; or
220.127.116.11 Unscheduled maintenance performed outside normal Business Hours, provided that we have used reasonable endeavours to give you advance notice, unless the issue requires immediate response in which case it will be performed as needed.
14.2 Support services
14.2.1 We will provide you with Support Services during Business Hours. The type of support received (chat, email, telephone and/or video call, for example) will be dependent upon your Subscription Plan.
14.2.2 Prior to getting in touch with the ArtAML Team, we recommend that you:
18.104.22.168 Search the Knowledge Base, which is available for public access via www.artaml.com.
22.214.171.124 Refer to training materials (such as video tutorials and PDF instructions).
15.1 Each party agrees that it may use the other party’s Confidential Information only in the performance of its rights and obligations under the Agreement and it shall not use or disclose the other party’s Confidential Information until it is made public by the ‘owner’ or the disclosee is required to disclose it by any court, governmental, regulatory or supervisory authority or any other authority of competent jurisdiction.
15.2 Each party may disclose the other party’s Confidential Information to those Personnel, advisers, agents or representatives who need to know the other party’s Confidential Information in order to perform the disclosing party ‘s rights and obligations under the Agreement, provided that the disclosing party shall ensure that each of its Personnel, advisers, agents or representatives to whom confidential information is disclosed is aware of its confidential nature and complies with these Terms as if it were a party.
16. Data Protection and Anti-Bribery
16.1 You accept that in our supply of Services, we are the data processor and you are the data controller. Accordingly, you shall comply with all applicable requirements of the Data Protection Legislation and as set out in our Data Processing Policy which shall be incorporated by reference in full into the Agreement. We agree that we shall comply with our obligations as a data processor under the Data Protection Legislation.
16.2 We shall comply with all applicable UK anti-bribery and anti-corruption legislation (Anti-Bribery Laws) including the Bribery Act 2010 (the Bribery Act), as may be amended from time to time.
16.3 Throughout the Subscription, we shall maintain and enforce our own policies and procedures relating to anti-bribery and anti-corruption (including adequate procedures for the purposes of the Bribery Act) to ensure compliance with Anti-Bribery Laws. We make such policies and procedures available on your request. Whether we have ‘adequate procedures’ shall be determined by reference to section 7(2) of the Bribery Act and any guidance issued under section 9 of the Bribery Act.
16.4 We shall procure that all persons associated with our company (as defined by section 8 of the Bribery Act) including any sub-contractors and suppliers comply with the provisions of these Terms.
17.1 Notices under the Agreement shall be in writing and sent to a party’s Authorised Persons or any email address provided to ArtAML in acceptance of the Agreement.
17.2 This clause does not apply to notices given in legal proceedings.
18.1 No variation of the Agreement shall be valid or effective unless it is in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, each party.
19.1 You may not assign, subcontract or encumber any right or obligation under the Agreement, in whole or in part, without the prior written consent of ArtAML.
20. No partnership
20.1 Nothing in the Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise any party to act as agent for any other, or create an employee-employer relationship, and no party shall have authority to act in the name or on behalf of or otherwise to bind any other in any way or to hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other unless expressly provided otherwise in the Agreement.
21.1 The Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same letter. Either party may enter into the Agreement by signing any such counterpart.
22.1 If any provision of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Agreement which shall remain in full force and effect. If any provision of the Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.
23.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under the Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
24. Third-party rights
24.1 Except as expressly provided for in the Agreement, a person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Agreement.
25. Dispute Resolution
25.1 The parties shall attempt to resolve any dispute arising in relation to the Agreement through negotiation between senior executives of the parties who have authority to settle such dispute but if the matter is not resolved through negotiations then the parties will follow the procedure set out below.
25.2 If the parties cannot resolve a dispute in accordance with the procedure in these Terms, then they shall seek to resolve the dispute using an Alternative Dispute Resolution (“ADR”) procedure recommended by the Centre for Effective Dispute Resolution (“CEDR”) acceptable to both parties before pursuing any other remedies available. If either party fails or refuses to agree to participate in the ADR procedure or if in any event the dispute is not resolved within 60 days after reference to the ADR procedure either party may institute legal proceedings in accordance with these Terms.
26. Governing law and jurisdiction
26.1 The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the law of England.
26.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
27. Entire Agreement
27.1 This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement or understanding, whether oral or written, between the parties (or any of them) in relation to such subject matter.
27.2 In entering into the Agreement, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement.
27.3 Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing.
27.4 Nothing in this clause shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
27.5 The Agreement contains the entire understanding between the parties and supersedes all previous agreements and arrangements (if any) whether express or implied.
27.6 Any such agreements and arrangements will be deemed to have been terminated by mutual consent and there are no promises, terms, conditions or obligations oral or written, express or implied other than those contained in the Agreement.
Appendix 1: Definitions
In these Terms, the following words or phrases have the meaning ascribed to them here:
Account Administrator: your nominated representatives (employees, third parties, agents or independent contractors) entitled to manage the Authorised User Accounts and escalate queries in relation to Services;
Agreement: the agreement between you and us constituted by you purchasing a Subscription Plan subject to these Terms, or, for a Project, these Terms and the agreed Statement of Work.
AMLPASS: ArtAML’s proprietary application service for art collectors and buyers which we make available to Clients and Authorised Users and Account Administrators on payment of the Fees or otherwise as agreed;
AMP: this stands for Art Market Participant and refers to obliged entities under the Fifth Money Laundering Directive and corresponding legislation for EU Members States and the UK, in addition to equivalent anti-money laundering legislation in other legal jurisdictions;
ArtAML: ArtAML Limited a company incorporated under the laws of England and Wales with registered number 11806741 and its registered office at 2 Upperton Gardens, Eastbourne, East Sussex BN21 2AH, United Kingdom;
ArtAML Data Processing Policy: the ArtAML data processing agreement in force and available via https://artaml.com/data-processing-policy/ or such other web address made known to you, and the terms of which are incorporated by reference into the Agreement;
ArtAML Representative: the designated contact(s) of ArtAML or as made known to you and who has the authority to bind ArtAML;
Asset Library: the secure file storage provided as part of the Services where you may keep Input Material, Output Material or other materials for use with the Services;
Authorised Persons: relevant Client Representative(s) or ArtAML Representative(s);
Authorised Users: the approved employees of Client and its affiliates, third parties, agents or independent contractors of You who are authorised by You to access or use the Services;
Business Day: Monday to Friday excluding bank holidays or any other day on which the banks in London are closed and UK public holidays;
Business Hours: 9am – 6pm (UK) each Business Day;
Client: the legal person intended to be the recipient of the Services and who shall be bound by the terms of the Agreement;
Client Representative: the designated contact(s) of You as made known the ArtAML on acceptance of the Agreement and who has the authority to bind You and Sign-Off the Services or as otherwise notified to ArtAML in writing;
Start Date: the date on which you accept the terms of the Agreement or, if prior to such acceptance, the date on which the Services are first made available by ArtAML to You, or as otherwise expressly agreed in writing by ArtAML;
Clause: a clause of these Terms;
Confidential Information: means all information that one party discovers about the other because of or through our Agreement, and which is about or relating to that other party or their business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or their people (including their directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors); but “Confidential Information” does not include information that is openly published by the other, or information that is publicly available without breach of the first party’s confidentiality obligation.
Data Protection Legislation: UK Data Protection Legislation including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other UK legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
Fees: the fees payable to ArtAML by You for the provision of the Services;
Initial Term: the initial period of supply of Services to You, including under a Subscription Plan, and in consideration for which You shall pay the ArtAML Fees, or Fees as otherwise agreed in writing by the parties;
Input Material: materials including Intellectual Property to be provided by you or your Authorised Users or Account Administrators;
Intellectual Property Rights or IPR: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names, business names and domain names, rights in get-up, rights to goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
IPR Claim: a claim made against You for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the supply or use of the Services;
Open Source Component: any IPR comprised in the Services which is not owned or controlled by ArtAML or you, but which is freely available for redistribution;
Output Material: these are the information and results generated by our systems;
Renewal Period: the period described in these Terms;
SaaS: ArtAML’s proprietary software as a service offer for Art Market Participants, art buyers and others which it makes available to Clients and Authorised Users and Account Administrators on payment of the Fees;
Services: the products provided by ArtAML such as Subscription as a Service and AMLPASS, in addition to any Support Services (including services to be provided by third parties on behalf of ArtAML);
Software: computer programs whether in source code or object code form incorporated into or comprising the Services;
Subscription Plan: the Services subscription and user plan including the permitted number of Authorised Users and Account Administrators or as agreed between ArtAML and You in writing from time to time;
Support Services: telephone, online or virtual support which is to be provided by ArtAML or its sub-contractors or agents in support of your use of and access to the Services;
Subscription Term: the initial period agreed for a Service or any Renewal Period, as described in these Terms;
Terms: these ArtAML Terms of Business;
Third-Party IP: any third-party Intellectual Property Rights;
User Subscription: the subscription/s purchased by you pursuant to these Terms and relevant Subscription Plan which entitle Client and its Authorised Users and Account Administrators to access and use the Services in accordance with the Agreement; and
VAT: United Kingdom value added tax and any equivalent or similar tax imposed outside the United Kingdom.
Website: the ArtAML shop website using the domain www.artaml.com .
Writing: in context of the modern world, this refers to email and specifically [email protected] .