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The terms and conditions contained within this subscription agreement (this “Agreement”), are effective as of the date that you become a Customer of Arthur Online Limited (the “Effective Date”), a private limited company organised and existing under the laws of the United Kingdom (company number 07912886), with its registered office at International House, 24 Holborn Viaduct, London EC1A 2BN (“Arthur”). All capitalised terms used in this Agreement not otherwise defined in context shall have the meanings as set out in Clause 14. The Parties agree as follows:

1. Provision of the Service

1.1 The Service shall be provided to the Customer via an online, web-based service and/or mobile service, provided by Arthur Online via and/or any other websites and applications designated by Arthur Online at any time.
1.2 Arthur Online shall make the Service available during the Term in a professional, competent manner in accordance with this Agreement and the Documentation.

2. Customer’s Use of the Service

2.1 The Customer’s use of the Service is governed by this Agreement and the Documentation made available to the Customer at PDF copies of the Documentation can be provided upon written request by the Customer.
2 .2 In order to use the Service, the Customer will be registered with Arthur and have an Account created. To create an Account, the Customer may be asked to provide additional paperwork or information. In the absence of any additional paperwork or information the Account may not be opened and Arthur accepts no liability or responsibility for any such delay to the extent that any failure or delay is caused by the Customer’s failure to comply with its obligations under this clause.
2.3 The Customer must conduct its own due diligence into the Service to ensure that the functionality provided by the Service meets the Customer’s requirements. Arthur does not warrant or represent that the Service, Documentation and/or the information obtained by the Customer through the Service will meet the Customer’s requirements.
2.4 Through the online and/or mobile interfaces made available by Arthur to the Customer, the Customer may access, and enable access of the Service to an Authorised User, solely for the internal business purposes of Customer and its Affiliates in accordance with the Documentation and not for the benefit of any third parties other than an Authorised User.
2.5 The Customer is responsible for all Authorised Users’ use of the Service and compliance with this Agreement.
2.6 The Customer shall:
2.6.1 be responsible for the security and confidentiality of the password and all other log-in information related to its Account;
2.6.2 be solely responsible for all activities that occur under its Account;
2.6.3 prevent unauthorised access to, or use of its Account and the Service, and notify Arthur promptly of any such unauthorised access or use of which it becomes aware;
2.6.4 be responsible for all Authorised Users’ use of the Service and compliance with this Agreement;
2.6.5 have sole responsibility for the accuracy, quality and legality of all Customer Data, as defined in Clause 7 below, including without limitation, providing all relevant notices to individuals and obtaining all relevant consents when required by applicable Laws; and
2.6.6 be liable for the acts and omissions of all Authorised Users and its and their Affiliates relating to this Agreement.
2.7 The Customer undertakes that:
2.7.1 it will not allow or suffer any Authorised User’s username or password to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Service and/or Documentation;
2.7.2 it will not use the Service in a way that unreasonably degrades the performance of the Service for the Customer’s own purposes or for the purposes of Arthur or other users, and the Customer will, if notified that the Customer’s use of the Service is not reasonable, comply with reasonable service level requests issued by Arthur to limit the Customer’s use of the service so that it is reasonable;
2.7.3 each Authorised User shall keep a secure password, defined by the Authorised User, for use of the Service and Documentation. It is recommended that such a password should be changed no less frequently than every six months and each Authorised User shall keep their password confidential; and
2.7.4 it shall maintain a written, up-to-date list of current Authorised Users and provide such list to Arthur within 5 Business Days of Arthur’s written request at any time or times.
2.8 If any password has been provided to any individual who is not an Authorised User, then without prejudice to Arthur’s other rights, Arthur may promptly disable such passwords and may provide a link to reset the password to the email address registered with us.
2.9 Arthur shall not be liable for any loss or damage resulting from a failure by the Customer to comply with Clause 2.6 and Clause 2.7 above.
2.10 The Customer shall not:
2.10.1 use the Service in violation of applicable Laws;
2.10.2 in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material or Malicious Code, including material that violates privacy rights;
2.10.3 sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering (with the exception of a signed Partnership Agreement between You and Arthur);
2.10.4 attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation or Supporting Documentation;
2.10.5 interfere with or disrupt the integrity or performance of the Service in whole or in part or third-party data contained therein;
2.10.6 attempt to gain unauthorised access to the Service in whole or in part or its related systems or networks;
2.10.7 permit direct or indirect access to or use of the Service in whole or in part in a way that circumvents a contractual usage limit, or use the Service to access or use any of Arthur’s intellectual property except as permitted under this Agreement or the Documentation;
2.10.8 copy the Service or any part, feature, function or user interface thereof;
2.10.9 frame or mirror any part of the Service, other than iframing Arthur’s portal on the Customer’s website;
2.10.10 access the Service in whole or in part in order to build a competitive product or service or to benchmark with a product or service not developed or provided by Arthur; or
2.10.11 reverse engineer the Service in whole or in part (except to the extent such restriction is prohibited by law).

3. Fees, Invoices

3.1 The Customer will pay all fees specified for the Service as agreed between the Customer and Arthur.
3.2 Fees for the Service will be invoiced to the Customer, in accordance with the relevant subscription or purchase made through the Service and payment shall be remitted from the Customer’s country of residence. Fees shall be due in accordance with the invoice issued by Arthur or as otherwise set forth on the Service for the applicable subscription or order and all fees are quoted and payable in the currency of the invoice (unless otherwise agreed).
3.3 The Customer shall provide Arthur with complete and accurate billing and contact information including a valid email address for receipt of invoices. The Customer will make payments by credit card or direct debit (unless otherwise agreed). For the avoidance of doubt, this Agreement shall apply to any use of the Service, even if done so on a free or trial basis. Invoices are available within the Service and will not be emailed to the Customer as standard.
3.4 Fees are charged in advance and are non-refundable and non-apportionable. Unless required by law, Arthur will not provide refunds or apportion any advance payment in connection with the Arthur Services.
3.4.1 Arthur reserves the right to review the number of units that are active within the Service at any point during the paid for period. If the Customer has more than the initially agreed number of units in their Account at any time, the Customer shall be charged for the additional units which must be paid immediately to prevent the Account from being suspended.
3.4.2 The Customer agrees to cooperate with any requests for information from Arthur when carrying out the review of the number of units. Should the Customer fail to cooperate with any requests Arthur reserves the right to suspend the Customer’s Account.
3.5 Where a Customer settles an invoice by International Bank transfer any additional fees for this service will be paid by the Customer and not Arthur. Arthur is not liable for any additional bank transaction fees that may be charged by the Customer’s bank or intermediary institutions.
Overdue Payments
3.6 Where an amount is overdue for 30 days or more Arthur reserves the right to claim interest, compensation, and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998, and it is agreed that the term implied by that Act shall apply after any judgement as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply interest shall be payable on overdue amounts at 8% over the Bank of England Base Rate from time to time.
3.7 Without prejudice to our right to claim costs under the Late Payment of Commercial Debts (Interest) Act 1998, if for any reason any payment is not made when due we reserve the right to be paid on an indemnity basis any costs we incur in recovering any money due under this Agreement (and the costs of recovering such costs) including our administrative costs and any legal costs or debt collection agencies (Administrative Fee). Our administrative costs may include the cost of employing the staff concerned and the overheads attributable to them for the time spent. In calculating our administrative costs credit will be given for any compensation due under the Late Payment of Commercial Debts (Interest) Act 1998.
3.8 If any payment method used by the Customer fails or is later reclaimed by the Customer’s bank or card issuer, the Customer agrees to pay any costs incurred by Arthur in addition to any interest and or Administration Fee as detailed in clauses 3.6 and 3.7.
3.8.1 Where a payment method fails and payment is not forthcoming following communication via email, Arthur reserves the right to lock the Customer’s account until payment is made.
3.9 All fees payable to Arthur under their Service Level Agreement are net amounts and are payable in full, without deduction for taxes or duties of any kind and the Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this agreement or Customer’s receipt or use of the Services, except for taxes based on Arthur’s net income. In the event that Arthur is required to collect any tax for which its Customer is responsible (including but not limited to, Sales Tax, VAT, GST), the Customer will be liable to pay such tax directly to Arthur. If the Customer pays any withholding taxes that are required to be paid under applicable law, the Customer will pay these directly to taxing authorities above fees due to Arthur, but not net against any invoices due to Arthur. Customers will provide Arthur with written documentation of all such tax payments, including receipts (if requested by Arthur).
Changes to the Pricing
3.10 Subject to clause 3.4.1 and any Fixed Term Agreement Arthur reserves the right to increase pricing for the use of the Service at any time. When increasing prices Arthur will have regard to the following factors:
(a) changes to any third-party costs;
(b) the date on which the Customer’s price was last reviewed and increased;
(c) the prices charged by Arthur to comparable customers; and
(d) the prices at which comparable services are available by other suppliers in the open market.
Where the increase in pricing will affect the Customer, they will be given at least 6 weeks’ written notice provided to the email address listed for invoicing purposes or listed against the Main Contact within the account.

4. Changes to the Service

4.1 Subject to Clause 8.2.2, Arthur may from time to time make changes that may reduce or remove the functionality of the Service, for example, to make improvements to the Service or to address a security threat. Arthur will usually notify Customers of such changes via email, or the live chat function that is accessible within the Service. If any Customer has questions regarding the change or suspected change in functionality they should make contact with Arthur.

5. Proprietary Rights

Ownership and Reservation of Rights to Arthur Online Intellectual Property
5.1 Arthur owns all rights, titles and interest in the Service and Documentation (and any Intellectual Property Rights therein), and other Arthur Intellectual Property Rights. Subject to the limited rights expressly granted in accordance with this Agreement, Arthur reserves all rights, title and interest in and to the Service, and Supporting Documentation, including all related Intellectual Property Rights. No Intellectual Property Rights are granted to the Customer in accordance with this Agreement other than as expressly set forth in this Agreement.
Grant of Rights
5.2 Arthur grants the Customer a non-exclusive, non-transferable right to access and use the Service and Supporting Documentation, solely for the internal business purposes of the Customer and its Affiliates and solely during the Term, subject to this Agreement, the payment of the fees in accordance with Clause 3 and within the scope of rights specified by the relevant subscription and/or purchase made through the Service.
Customer Data
5.3 As between Arthur and the Customer, the Customer shall be the Data Controller and Arthur the Processor for the purposes of the UK GDPR and the Data Protection Act 2018.
Customer Input
5.4 Arthur may adapt and use any Customer Input, provided that Arthur shall have no obligation to make any improvements based on such Customer Input. The Customer shall have no obligation to provide Customer Input. Arthur shall own any Intellectual Property Rights which arise as a result of Arthur making any changes to the Service or developing any new services based on Customer Input.
Aggregated Data Use
5.5 Subject to Clause 5.4 above, and with the exception of Customer Data, Arthur owns the aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, average rental price and occupancy rates in an geographical areas, configurations, and reports processed in the Service and the performance results for the Service (the “Aggregated Data”). Nothing in this Agreement shall be construed as prohibiting Arthur from utilising the Aggregated Data for the purposes of operating Arthur’s business, provided that Arthur’s use of Aggregated Data will not reveal the identity, whether directly or indirectly, of any individual or specific data entered by any individual into the Service. In no event shall the Aggregated Data include any Personal Data.

6. Confidentiality

6.1 A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other Party’s prior written permission. Where disclosure has been permitted pursuant to this clause each party shall ensure that those to whom it has disclosed comply with this Clause 6.
6.2 The Customer agrees to protect the Confidential Information of Arthur in the same manner that it protects its own Confidential Information.
Compelled Disclosure
6.3 A disclosure by one Party of Confidential Information of the other Party to the extent required by Law shall not be considered a breach of this Agreement, provided the Party so compelled promptly provides the other Party with prior notice, if permitted by Law, of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other Party’s cost, if the other Party wishes to contest the disclosure.
6.4 If a Party discloses or uses (or threatens to disclose or use) any Confidential Information of the other Party in breach of confidentiality protections in this Agreement, the other Party shall have the right, in addition to any other remedies available, to seek injunctive relief to prohibit such acts, it being acknowledged by the Parties that any other available remedies are inadequate.
6.5 Confidential Information shall not include any information that:
6.5.1 is, or becomes, generally known to the public without breach of any obligation owed to the other Party;
6.5.2 was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party;
6.5.3 was independently developed by a Party without breach of any obligation owed to the other Party; or
6.5.4 is received from a third party without breach of any obligation owed to the other Party. Customer Data shall not be subject to the exclusions set forth in this Clause

7. Customer Data

7.1 Definitions: In this Clause, the following terms shall have the following meanings:
7.1.1 “data controller“, “data processor“, “data subject“, “personal data“, “processing” (and “process“) and “special categories of personal data” shall have the meanings given in the Applicable Data Protection Law; and;
7.1.2 “Applicable Data Protection Law” shall mean:
(a) To the extent the UK GDPR applies, the law of the United Kingdom or which relates to the protection of personal data.
(b) To the extent the EU GDPR applies, the law of the European Union to which the Supplier is subject, which relates to the protection of personal data.

7.1.3 Relationship of the parties: Customer (the data controller) appoints Arthur as a data processor to process the personal data described in this Agreement for the purposes described in this Agreement (or as otherwise agreed in writing by the parties) (the “Permitted Purpose“). Each party shall comply with the obligations that apply to it under Applicable Data Protection Law.
7.1.4 International transfers: Arthur shall take such measures to ensure compliance with any data transfer obligations contained in the Applicable Data Protection Law.
7.1.5 Confidentiality of processing: Arthur shall ensure that any person it authorises to process the Personal Data (an “Authorised Person“) shall protect the Personal Data in accordance with Arthur ’s confidentiality obligations under this Agreement.
7.1.6 Security: Arthur shall implement appropriate technical and organisational measures to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (a “Security Incident“).
7.1.7 Subcontracting: the Customer consents to Arthur engaging third party subcontractors to process the Personal Data for the Permitted Purpose provided that:
(a) Arthur maintains an up-to-date list of its subcontractors which is available upon request within 5 business days;’
(b) Arthur imposes terms on any subcontractors it appoints that require it to protect the Personal Data to no lesser standard than is required by this agreement, Arthur’s data processing policies, and the Applicable Data Protection Law; and
7.1.8 Cooperation and data subjects’ rights: Arthur shall provide reasonable and timely assistance to the Customer (at the Customer’s expense) to enable the Customer to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Personal Data.
7.1.9 Security incidents: If Arthur becomes aware of a Security Incident, it shall inform the Customer without undue delay and shall provide reasonable information and cooperation to the Customer so that the Customer can fulfil any data breach reporting obligations it may have under Applicable Data Protection Law. Arthur shall undertake reasonable measures to remedy or mitigate the effects of the Security Incident and shall keep the Customer informed of material developments in connection with the Security Incident.
7.1.10 Deletion or return of Personal Data: Upon termination or expiry of this Agreement, Arthur shall (at the Customer’s election) delete or return (where possible) to the Customer all Personal Data in its possession or control and take steps to delete or anonymise data on archive and backup systems which may take up to sixty days. This requirement shall not apply to the extent that Arthur is required by applicable law to retain some or all of the Personal Data or to protect Arthur from potential legal claims or liabilities.
7.1.11 Audit: Upon request and no more than once per calendar year, Arthur shall provide the Customer with reasonable documentation to demonstrate compliance with the obligations of this clause. Such activity shall be at the Customer’s expense and any audit reports or similar documentation shall be subject to clause 6 above.

8. Warranties & Disclaimers

8.1 Each Party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Laws applicable to it related to data privacy, international communications and the transmission of technical or Personal Data.
8.2 Arthur warrants that in respect of any Service provided to the Customer:
8.2.1 it is provided on an ‘as is’ basis with all faults and ‘as available’.
8.2.2 no guarantee is provided for the accuracy of the Service.
8.2.3 The Customer warrants that any and all Customer Data is accurate and complete in all respects and does not infringe the Intellectual Property Rights of any third party.
8.3 The Customer warrants that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Arthur regarding future functionality or features.
Warranty Remedies
8.4 As the Customer’s exclusive remedy and Arthur’s sole liability for breach of the warranties Clause 8.2 above:
8.4.1 Arthur shall correct the non-conforming Service at no additional charge to the Customer; or
8.4.2 Arthur will not be liable to the Customer whether in contract or in tort (including negligence), for 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 use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
8.4.3 The Customer acknowledges that where any manual input by them could alleviate any difficulties with any deficiency with the Service they will make best efforts with the manual input in order to keep any impact with the deficiency to a minimum.
8.4.4 Notwithstanding the foregoing, the Customer acknowledges and agrees that computer and telecommunications services are not fault free and that occasional periods of downtime will occur. No guarantee is given that the service will be uninterpreted, timely, secure or error-free and Arthur is not responsible for any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
8.5 In the event of a Service failure the Customer is asked to report deficiencies in writing to Arthur, within two (2) days of the date the deficiency is first identified by the Customer.
8.6 Except as expressly provided in this Agreement and to the maximum extent permitted by applicable law, Arthur makes no warranties of any kind, whether express or implied, statutory or otherwise, and specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose or non-infringement with respect to the Service and/or related Documentation. Arthur does not warrant that the Service will be error free or uninterrupted. The limited warranties provided in this Agreement are the sole and exclusive warranties provided to the Customer in connection with the provision of the Service.

9. Mutual Indemnification

Indemnification by Arthur
9.1 Arthur shall defend, indemnify and hold the Customer harmless against any loss, damage or costs (including reasonable legal fees) in connection with claims, demands, suits, or proceedings (“Claims“) made or brought against the Customer by a third Customer alleging that the use of the Service as contemplated in this Agreement infringes any Intellectual Property Right; provided, however, that the Customer:
9.1.1 promptly gives written notice of the Claim to Arthur;
9.1.2 gives Arthur sole control of the defense and settlement of the Claim (provided that Arthur may not settle any Claim unless it unconditionally releases the Customer of all liability);
9.1.3 shall not at any time admit liability or otherwise attempt to settle such claim or action without the written consent of Arthur; and
9.1.4 provides to Arthur, at Arthur’s cost, all reasonable assistance.
9.2 Arthur shall not be required to indemnify the Customer to the extent the Claim is caused by:
9.2.1 modification of the Service by the Customer or an Authorised User in conflict with the Customer’s obligations or as a result of any prohibited activity as set forth in this Agreement;
9.2.2 use of the Service in a manner inconsistent with the Documentation;
9.2.3 use of the Service in combination with any other product or service not developed or provided by Arthur; or
9.2.4 use of the Service in a manner not otherwise contemplated by this Agreement.
9.3 If the Customer is prohibited from using the Service or Arthur reasonably believes it will be prohibited or a claim of infringement will be made, Arthur shall have the right, at its sole option, to obtain for the Customer the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is deemed available to Arthur in its sole discretion, then use of the Service may be terminated at the option of Arthur and Arthur’s sole liability shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination.
Indemnification by Customer
9.4 The Customer shall defend, indemnify and hold Arthur , its subsidiaries and Affiliates, and its and their respective owners, employees, officers, directors and agents harmless from any loss, damage or costs (including reasonable legal fees) in connection with Claims made or brought against Arthur by a third Customer arising from an allegation that the Customer Data infringes the rights of, or has caused harm to a third party, or violates any Law, the breach of this Agreement or the warranties set forth in this Agreement, or the improper act, omission or negligence of the Customer provided, however, that Arthur:
9.4.1 promptly gives written notice of the Claim to the Customer;
9.4.2 gives the Customer sole control of the defense and settlement of the Claim (provided that the Customer may not settle any Claim unless it unconditionally releases Arthur of all liability); and
9.4.3 provides to the Customer, at the Customer’s cost, all reasonable assistance.

10. Limitation of Liability

Limitation of Liability
10.1 To the maximum extent permitted by law and except with respect to the Customer’s payment obligations, in no event shall either Party’s (or Arthur’s third party licensors’) aggregate liability arising out of or related to the Agreement, whether in contract, tort or otherwise, exceed the fees actually paid by the Customer to Arthur in consideration for Arthur ’s Service delivery during the six (6) month period immediately preceding the facts and circumstances from which the claim arose.
10.2 Arthur shall not exclude or limit in any way Arthur’s liability to the Customer where it would be unlawful to do so. This includes liability for death or personal injury caused by Arthur’s negligence or Arthur ’s employees, agents or subcontractors for fraud, fraudulent misrepresentation or for breach of the Customer’s legal rights in relation to the Service.
Exclusion of Damages
10.3 Except with respect to the Customer’s payment obligations, in no event shall either Party have any liability to the other party for any indirect, special, incidental, punitive or consequential damages, however caused, or for any lost profits whether in contract, tort or otherwise, arising out of, or in any way connected with the Service, including but not limited to the use or inability to use the Service, any interruption, inaccuracy, error or omission, even if the party from which damages are being sought or such party’s licensors or subcontractors have been previously advised of the possibility of such loss or damages.

11. Term, Termination and Suspension.

Term of Agreement
11.1 The term of this Agreement commences on the Date stipulated on the Order form and shall continue until the stated Term for the current applicable subscription and/or purchase of the Service has expired, unless otherwise terminated under Clause 11.5-11.6 inclusive below (the “Term“).
11.2 The Term shall automatically renew for subsequent period of the same length as the initial Term and shall continue to do so each time the renewed Term comes to an end unless either party gives the other written notice of termination at least 30 days prior to expiration of the current term.
11.3 Arthur may amend these terms from time to time and will notify you of changes via email or via notification through the Service. Amended terms are effective from the date that they are published as part of an updated Agreement. Previous versions of this Agreement can be requested via email. Continued use of the Service following any modification constitutes Customer acceptance of the modified Agreement.
11.4 Any material changes to these terms will be communicated to the Customer by Arthur a minimum of 6 weeks before they take effect.
11.5 Either Party may terminate this Agreement immediately upon written notice in the event the other becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
11.6 Arthur may terminate this Agreement in the event that the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default as outlined in clause 3.6. For the avoidance of any doubt payments due to Arthur prior to any termination will still need to be settled despite the provisions of this clause.

Effect of Termination
11.7 Upon any termination of this Agreement, the Customer shall, as of the date of such termination:
11.8.1 Immediately cease accessing and otherwise utilising the Service, except as permitted under Clauses 11.13 and Clause 6; and
11.8.2 Return and make no further use of any Documentation and other items (and all copies of them) belonging to Arthur.
11.9 Termination for any reason shall not relieve Customer of the obligation to pay any fees accrued or due and payable to Arthur for use of the Services prior to the termination for any reason other than for an uncured material breach by Arthur.
Suspension Rights
11.10 Arthur shall be entitled to immediately on notice suspend provision of the Service where:
11.10.1 The Customer or an Authorised User breaches this Agreement (including additional documentation such as its Privacy Policy, Service Level Agreement and Fair Usage Policy) and Arthur reasonably believes that such breach has the potential to threaten the security, integrity or availability of the Service or impact any other users of the Service (including Arthur other customers); or
11.10.2 The Customer fails to pay any amount due under this Agreement and payment is not forthcoming after a second attempt is made to claim the payment; or
11.10.3 Where required by law.
11.11 Arthur shall not be liable for any breach by it of this Agreement which is caused by the suspension of provision of the Service. The Customer shall remain liable for all fees due under this Agreement during the period of any suspension unless informed otherwise by Arthur.
11.12 Following resolution by the Customer of the issues that gave rise to the right to suspend, Arthur shall as soon as reasonably practicable reinstate provision of the Service.
11.12.1 If there is no resolution forthcoming to the issues that gave rise to the right to suspend, Arthur reserves the right to cancel the provision of the Service.
11.12.2 If the issues that gave rise to the right to suspend the account pertain to Section 4 of the Fair Usage Policy, Arthur will first give a formal warning to the Customer and will only suspend or cancel the Service if no resolution can be found.
Retrieval of Customer Data.
11.13 Arthur will make key Customer Data available to the Customer through the Service as a .csv file, at any point where there is still an active subscription to the Service. Any other documentation must be downloaded manually. Unless instructed otherwise, Arthur will retain Customer data for 5 years as to assist with any return to the software.
11.13.1 Where the Agreement has ended or a Customer requests that Customer Data is deleted clause 7.1.10 will apply.
Surviving Provisions.
11.14 The following provisions of this Agreement shall not survive and will have no further force or effect following any termination or expiration of this Agreement:
11.14.1 Clause 1 (Provision of the Service);
11.14.2 Clause 5.2 (Grant of Rights); and
11.14.3 Any subscriptions and/or purchases made through the Service.
11.14.4 All other provisions of this Agreement shall survive any termination or expiration of this Agreement to the extent necessary to give effect to the purpose of such provision.

12. General Provisions

Continuity of Service

12.1 Arthur has a Business Continuity Plan designed to prevent any unnecessary disruptions to the Service. The key service to be recovered is customer support, which Arthur commits to being available within one business day after a major incident occurs.
12.2 Arthur also has a I.T. Disaster Recovery (IT DR) policy which governs Our approach to (a) any disaster level incidents that may occur which affects Our database and ability to provide the Service (b) backing up the database relating to the Service and (c) recovering and reinstatement of the Service after a major incident. Within the IT DR policy, Arthur Online commits to backing up the database a minimum of every 24 hours and, should a disaster incident occur, recovering and making live the Service within two business days.
Relationship of the Parties and Third Party Rights
12.3 Nothing in this Agreement is intended to or shall give rise to a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
Prevention of Corruption
12.4 Arthur takes a zero tolerance approach to bribery and corruption. You must comply with the applicable anti-bribery and corruption laws and the Arthur policy, a copy of which is available upon request. If the Customer, their employees, consultants, suppliers or agents breach any anti-bribery and corruption laws and/or the Arthur policy Arthur reserves the right to Terminate this agreement.
12.5 All notices under this Agreement shall be in writing and shall be deemed to have been given on the second business day after sending by email. Notices to Arthur shall be addressed to Notices to the Customer shall be addressed to the party set forth under the applicable subscriptions and/or purchases through the Service.
Force Majeure
12.6 Neither Party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable in accordance with this Agreement) for causes beyond that Party’s reasonable control and not caused by that Party’s fault, or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labour problems (other than those involving Arthur or Customer employees, respectively), computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility (a “Force Majeure Event”), but in each case, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming Party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
12.7 The Customer may not assign any of its rights or obligations in accordance with this Agreement, whether by operation of law or otherwise, without the prior written consent of Arthur (which will not be unreasonably withheld).
12.8 Arthur may assign all of its rights or obligations in accordance with this Agreement to any of its group companies, subsidiaries and/or affiliates.
12.9 If there is a dispute between the parties in relation to this Agreement (or any previous version of this Agreement), either party must give the other party notice of the nature and details of the dispute, and neither party will commence any Court proceedings until the procedure described in this section has been complied with.
12.10 Within ten (10) business days of receipt of the notice of dispute, senior managers of the parties shall meet either in person or via electronic means as agreed to endeavour to resolve the dispute in good faith. If the dispute is not resolved within twenty (20) business days of receipt of the notice of dispute, either party may by notice to the other party refer the dispute to mediation.
12.11 We If the dispute cannot be resolved through mediation, then either party may refer the dispute to the Courts according to clause 13 below.
12.12 If the dispute is to be mediated and the parties cannot agree on a mediator they shall be nominated by CEDR Solve. Further if the parties cannot agree on a timetable, venue, costs or any other decision relevant to the mediation process they agree to permit the Mediator to make all necessary and relevant decisions as appropriate.

13. Governing Law and Jurisdiction

13.1 The parties agree that they will resolve any dispute or claim arising out of or in connection with it or its subject matter or formation (‘Dispute’) through negotiation in good faith or mediation in the first instance. Should negotiations and mediation fail the parties agree that the Dispute will be governed by and construed in accordance with the law of England and Wales.
13.2 This Agreement, the Order Form, and the subscriptions and/or purchases through the Service, constitute the entire agreement between the Parties with respect to the subject matter in this Agreement.
13.3 If any provision of this Agreement is or becomes, or is declared by any competent court or body to be, illegal, invalid or unenforceable this shall not affect or impair the legality, validity or enforceability of the remaining provisions of this Agreement.
13.4 The Customer permits Arthur to use the Customer’s name and logo in lists of Customers, on marketing materials and on its website subject to a prior written request made to the Customer from Arthur.

14. Definitions

A registered account with Arthur Online for the use of the Service
Any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, “control” means direct or indirect ownership or control of more than fifty per cent (50%) of the voting interests of the subject entity
Authorised User
Any of the Customer’s: (a) employees; (b) consultants; (c) service providers; (d) contractors; (e) agents; (f) Tenants or Occupants; and (g) third party providers, authorised to access the Service by the Customer, through their personalised username and password, created by the Customer using Arthur Online products and services.
Confidential Information
(a) any software utilised by Arthur in the provision of the Service and its respective source code; (b) Customer Data; (c) each party’s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing Customers “confidential” or “proprietary” or the receiving party knows or should reasonably know is confidential or proprietary; and (d) the terms, conditions, pricing and/or any discounts relating to this Agreement (but not its existence or parties).
Customer Data
The electronic data or information submitted by the Customer or Authorised User to the Service, which may include Personal Data.
Customer Input
Suggestions, enhancement requests, recommendations or other feedback provided by Customer and an Authorised User relating to the operation or functionality of the Service.
Tenant or Occupant
any person who is given access to the Service by the Customer to complete their respective contractual process, make payments or access other services.
The supporting documents that outline the use of the software. This includes but is not limited to, Arthur Online’s Service Level Agreement, Fair Usage Policy and Quality Assurance Policy.
Intellectual Property Rights
Any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honoured or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.
Effective Date
Date the Service agreement is signed by all parties for the Term and any extension thereof whether by written agreement or not.
Fixed Term Agreement
Contract between Arthur and a Customer for a specified period of time.
Intellectual Property Rights
Any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honoured or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.
Any local, state, national and/or foreign law or laws, treaties, and/or regulations applicable to a respective party.
Malicious Code
A breach (including an anticipatory breach) which is serious in the widest sense of having a serious effect on the benefit which the party alleging the material breach would otherwise derive from a substantial portion of this Agreement over the term of this Agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
Personal Data
Any information that relates to an identified or identifiable individual.
Arthur Online’s software-as-a-service property management platform as described in the Documentation.
Supporting Documentation
Arthur Online’s electronic user guide for the Service available at, which may be updated by Arthur Online from time to time.
We, Our, Us or Arthur Online
Arthur Online Limited (United Kingdom company number 07912886) and any of our related companies.