Terms of Service

Last Updated: 10 February 2025

1. Definitions And Interpretation

1.1 Definitions

In these Terms, the following definitions apply:

  • "Agreement" means these Terms of Service, together with any Order Form, Statement of Work, or other written agreement between Artsignal and the Customer.

  • "Authorised User" means an individual who is authorised by the Customer to use the Services and who has been supplied with user identification and password by the Customer (or by Artsignal at the Customer's request).

  • "Business Day" means any day which is not a Saturday, Sunday, or public holiday in England.

  • "Confidential Information" means any information disclosed by either party to the other, whether in writing, orally, or by inspection of tangible objects, and designated as "Confidential," "Proprietary," or similar.

  • "Customer" means the entity that purchases a subscription to the Services.

  • "Customer Data" means any data, information, or material provided or submitted by the Customer or any Authorised User in the course of using the Services.

  • "Documentation" means any user manuals, technical documentation, and other documents relating to the Services provided by Artsignal to the Customer.

  • "Effective Date" means the date on which these Terms come into effect.

  • "Fees" means the subscription fees payable by the Customer to Artsignal for the User Subscriptions, as set out in the Order Form.

  • "Initial Subscription Term" means the initial term of this Agreement as set out in the Order Form.

  • "Intellectual Property Rights" means all patents, rights to inventions, copyrights and related rights, trademarks, trade secrets, and any other intellectual property rights, whether registered or unregistered, including any applications, renewals, or extensions thereof.

  • "Order Form" means the order form or Enterprise Service Agreement completed by the Customer setting out the subscription fees payable for the Services.

  • "Services" means the subscription services provided by Artsignal to the Customer under this Agreement, as described in the Documentation.

  • "Software" means the online software applications provided by Artsignal as part of the Services.

  • "Subscription Term" means the Initial Subscription Term together with any subsequent renewal periods.

  • "User Subscriptions" means the user subscriptions purchased by the Customer which entitle Authorised Users to access and use the Services in accordance with this Agreement.

  • "Virus" means any code, file, program, or device that may prevent, impair, or adversely affect the operation of any computer software, hardware, network, or telecommunications service.

1.2 Interpretation

  • Words such as "including", "for example", and "in particular" are illustrative and do not limit the meaning of the preceding words.

  • A reference to "written" includes email.

  • References to clauses and schedules are to those in this Agreement unless expressly stated otherwise.

2. User Subscriptions

2.1 Subscription Grant

Subject to payment of the Fees and compliance with these Terms, Artsignal grants the Customer a non-exclusive, non-transferable right to permit Authorised Users to access and use the Services during the Subscription Term solely for the Customer's internal business operations.

2.2 Authorised Users

The Customer agrees that:

  • (a) Each User Subscription shall be used by only one Authorised User at a time; if reassigned, the previous Authorised User's access shall immediately terminate.

  • (b) Each Authorised User must keep their password confidential and secure.

  • (c) The Customer will maintain and, upon request, provide an up-to-date list of current Authorised Users within 5 Business Days.

  • (d) Artsignal may audit User Subscription usage (up to once per quarter, with reasonable prior notice) to verify compliance.

  • (e) If an audit reveals that a password is being used by someone not authorised, the Customer must promptly disable it; Artsignal will not issue a new password to that individual and reserves the right to levy additional charges reflecting the level of unauthorised use.

2.3 Restrictions

The Customer shall not, except as expressly permitted:

  • (a) Copy, modify, duplicate, or create derivative works from the Software or Documentation.

  • (b) Reverse engineer, decompile, or otherwise attempt to derive the source code of the Software.

  • (c) Use the Services to build or offer a competitive product or service.

  • (d) License, sell, rent, lease, or otherwise commercially exploit the Services or Documentation to any third party.

  • (e) Assist any third party in obtaining unauthorised access to the Services or Documentation.

3. Subscription Terms And Fees

3.1 Trial Period

Artsignal may, at its sole discretion, offer a trial period for the Services. Details of any trial period will be specified at the time of registration.

3.2 Payment Terms

  • (a) Fees shall be paid according to the payment schedule agreed upon registration.

  • (b) All fees are non-refundable unless otherwise required by law.

  • (c) Artsignal reserves the right to modify its fees with reasonable notice to Customers.

4. Service Provision And Access

4.1 Service Availability

  • (a) During the Subscription Term, Artsignal shall provide the Services in accordance with this Agreement.

  • (b) Artsignal will use commercially reasonable endeavours to make the Services available, except during:

    • Planned maintenance

    • Unscheduled maintenance when reasonably necessary

4.2 Service Evolution and Updates

  • (a) Artsignal may modify, update, or change the Services without prior notice except where such changes materially affect functionality.

  • (b) Artsignal will maintain documentation of the Services accessible to Customers.

5. Customer Data And Privacy

5.1 Customer Data

  • (a) The Customer retains all right, title, and interest in its Customer Data and is solely responsible for its legality, accuracy, and integrity.

  • (b) Artsignal will follow its standard backup procedures for Customer Data.

5.2 Data Protection

  • (a) Both parties agree to comply with all applicable data protection laws.

  • (b) If Artsignal processes personal data on the Customer's behalf, the Customer is the data controller and Artsignal is the data processor.

5.3 Security Measures

Artsignal shall implement appropriate technical and organisational security measures to protect Customer Data.

5.4 Data Breach Procedures

In the event of a data breach, Artsignal will:

  • Notify the Customer within 72 hours of discovery.

  • Provide detailed information regarding the breach (including the nature, extent, data affected, potential impact, and remedial measures).

  • Cooperate fully with any investigation.

  • Cover reasonable costs associated with breach notifications, where required.

6. Third Party Providers

  • (a) The Customer acknowledges that the Services may provide access to third-party websites or content.

  • (b) Artsignal is not responsible for, and disclaims any liability in relation to, the content, accuracy, or use of any third-party websites or services.

7. Artsignals Obligations

7.1 Service Provision

Artsignal shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.

7.2 Disclaimer of Warranty

THE SERVICES ARE PROVIDED BY ARTSIGNAL ON AN “AS IS” AND “AS AVAILABLE” BASIS. ARTSIGNAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM ARTSIGNAL IS AT YOUR SOLE RISK.

NEITHER ARTSIGNAL NOR ANY PERSON ASSOCIATED WITH ARTSIGNAL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER ARTSIGNAL NOR ANY PERSON ASSOCIATED WITH ARTSIGNAL REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

ARTSIGNAL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. Customer Obligations

8.1 General Obligations

The Customer shall:

  • (a) Provide Artsignal with all necessary cooperation to perform the Services.

  • (b) Comply with all applicable laws and regulations.

  • (c) Fulfil all responsibilities set forth in this Agreement in a timely and efficient manner.

8.2 Use Restrictions

The Customer shall not, during use of the Services:

  • (a) Transmit or store any Viruses or material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or otherwise objectionable.

  • (b) Facilitate illegal activity, display sexually explicit content, promote violence, or discriminate against any person or group.

  • (c) Use the Services to provide services to third parties or build a competing product.

9. Proprietary Rights

9.1 Intellectual Property

  • (a) The Customer acknowledges that Artsignal and/or its licensors retain all Intellectual Property Rights in the Services and Documentation.

  • (b) This Agreement does not grant the Customer any rights or licences in respect of such Intellectual Property Rights.

9.2 AI-Generated Insights

  • (a) System Output: The Services process and aggregate publicly available information and third-party content ("System Output"). Artsignal grants the Customer a limited, non-exclusive license to use the System Output in accordance with these Terms, subject to any applicable third-party rights.

  • (b) Customer Analysis: Any independent analysis, reports, or derivative works created by the Customer using the System Output ("Customer Analysis") shall be owned by the Customer, provided that this does not include any rights to the underlying System Output or third-party content.

  • (c) Artsignal retains ownership of its underlying AI models, algorithms, training methodologies, system architecture, and any improvements derived from usage.

  • (d) The Customer grants Artsignal a limited license to use anonymised insights to enhance the Services.

9.3 Market Intelligence

  • (a) Market intelligence data generated by the Services may be used by the Customer for internal business purposes.

  • (b) Such data may not be resold or redistributed without written permission from Artsignal and must be treated as Confidential Information in accordance with Section 10.

10. Confidentiality

Each party agrees that, during the term of this Agreement and for 3 years following its termination, it will not disclose any Confidential Information regarding the business, affairs, customers, or suppliers of the other party, except as permitted by this Agreement or required by law.

11. Indemnity

11.1 Customer Indemnity

The Customer shall defend, indemnify, and hold harmless Artsignal from any claims, losses, damages, expenses, or costs arising out of or in connection with the Customer’s use of the Services or breach of this Agreement.

11.2 Artsignal Indemnity

Artsignal shall defend, indemnify, and hold harmless the Customer from any claims, losses, damages, expenses, or costs arising from Artsignal’s gross negligence, willful misconduct, or material breach of its obligations under this Agreement.

12. Limitation Of Liability

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR: (a) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (b) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (c) ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

SUBJECT TO THE ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR: (a) LOSS OF PROFITS; (b) LOSS OF SALES OR BUSINESS; (c) LOSS OF AGREEMENTS OR CONTRACTS; (d) LOSS OF ANTICIPATED SAVINGS; (e) LOSS OF OR DAMAGE TO GOODWILL; (f) LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION; OR (g) ANY INDIRECT OR CONSEQUENTIAL LOSS.

SUBJECT TO THE ABOVE, EACH PARTY'S TOTAL LIABILITY TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID BY THE CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Term And Termination

13.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with these Terms.

13.2 Termination

Either party may terminate this Agreement:

  • (a) With written notice in accordance with the notice period specified in the Order Form.

  • (b) Immediately in the event of a material breach by the other party.

Upon termination:

  • All licenses and rights granted under these Terms shall immediately terminate.

  • The Customer shall cease all use of the Services.

  • Customer Data will be handled in accordance with Artsignal’s data retention policies.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to circumstances beyond its reasonable control (including natural disasters, war, acts of terrorism, or other unforeseeable events).

15. Conflict

If any inconsistency exists between provisions in the main body of this Agreement and any schedules, order forms, Enterprise Service Agreements, or other agreements between the parties, the main body shall prevail unless explicitly stated otherwise in such other agreement.

16. Notices

Any notice under this Agreement shall be in writing and delivered by hand, pre‑paid first-class post (or similar next working day delivery service) to the party’s registered office, or by email to the address specified in the Order Form. Notices sent by email shall be deemed received on the day of transmission, provided confirmation of receipt is obtained.

17. Dispute Resolution

17.1 Negotiation and Mediation

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties agree to:

  • Attempt to resolve the dispute through good faith negotiations.

  • If unresolved within 30 days after written notice of the dispute, submit the matter to mediation administered by the Centre for Effective Dispute Resolution (CEDR), a leading independent British dispute resolution body, before initiating litigation.

17.2 Litigation

If mediation does not resolve the dispute within 60 days of its commencement, either party may pursue legal remedies. Any litigation shall be subject to the provisions in Clause 18.

18. Governing Law And Jurisdiction

18.1 Governing Law

This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.

18.2 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

19. Miscellaneous

19.1 Entire Agreement

These Terms (including any schedules or attachments) constitute the entire agreement between the parties and supersede all prior understandings, written or oral, regarding its subject matter.

19.2 No Waiver

No failure or delay by a party in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy.

19.3 Severability

If any provision of this Agreement is found invalid or unenforceable, that provision shall be deemed deleted and the remainder of the Agreement shall remain in full force and effect.

19.4 Variation

No variation or amendment to this Agreement shall be effective unless in writing and signed by authorised representatives of both parties.

Schedule 1: Data Processing

1.1 Scope

  • Collection and analysis of art market data

  • Generation of market intelligence and insights

  • Service optimisation and improvement

1.2 Types of Personal Data

  • User account information

  • Usage data and preferences

  • Business contact information

1.3 Security Measures

Artsignal implements appropriate technical and organizational measures to protect personal data, including:

  • Encryption of data during transmission

  • Access controls and authentication protocols

  • Regular security assessments

  • Staff training and confidentiality agreements