Terms & Conditions

Terms & Conditions

Version 1.0

(Last updated: 13th May 2026)

 

These terms and conditions (“Agreement”) govern your (“Customer”) access to, and use of, the service or offering (as defined below) or any portion thereof. The Services are provided to the Customer as a business, organisation or institution, and any individuals authorised by the Customer to access the Services (“Authorised Users”) do so on the Customer’s behalf and do not have any third-party rights under this Agreement.

By selecting the “Accept” option, or otherwise accessing or using the offering, or entering into a product order form that references this Agreement, the Customer accepts and agrees to be bound by this Agreement, which constitutes a binding contract between the Customer and Arti Education Limited (“Supplier”). The Customer warrants and represents that it is contracting solely in the course of its business, and not as a consumer, and acknowledges that the individual accepting this Agreement has full authority to bind the Customer. If the Customer does not agree to any part of this Agreement, the Customer will not be authorised to download, access or use the Services or offering under this Agreement or any portion thereof.

1.             Interpretation

1.1          The definitions and rules of interpretation in this clause apply in this Agreement.

                  Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

                  Business Day: any day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

                  Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1.

                  Contract Year: a 12-month period commencing on the Effective Date or any anniversary of it.

                  Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

Data Processing Agreement: the Supplier’s standard data processing terms applicable to the Services which can be found at https://www.arti-edu.com/privacy-policy as updated from time to time.

                  Documentation: the documents and other materials made available by the Supplier to the Customer from time to time (including via the website or any other website notified by the Supplier), which describe the Services and provide user instructions for the Services.

                  Effective Date: the date on which the Customer first accepts this Agreement (including by clicking “Accept” or similar), or, if earlier, the date on which the Customer first pays any Subscription Fees.

                  Initial Subscription Term: 12 months from the Effective Date.

                  Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

                  Privacy Policy: the Supplier’s privacy policy setting out how personal data is collected, used, stored and protected by the Supplier, as updated from time to time and made available at https://www.arti-edu.com/privacy-policy.

                  Renewal Period: the period described in clause 14.1.

                  Services: the subscription-based software services provided by the Supplier to the Customer under this Agreement via the website (or any other website notified by the Supplier), including access to the Supplier’s AI-powered training platform and related features, as more particularly described in the Documentation.

                  Software: the online software applications provided by the Supplier as part of the Services.

                  Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in the online purchasing portal.

                  Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

                  Support Services: the technical support services to be provided by the Supplier as further described in clause 4.

                  User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.

                  Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2          Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3          A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.4          A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

1.5          Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.6          Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.

1.7          A reference to a statute or statutory provision is a reference to it as it is in force as amended, extended, re-enacted or replaced from time to time.

1.8          A reference to a statute or statutory provision includes all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.9          A reference to writing or written excludes fax but not email.

1.10       References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2.             User subscriptions

2.1          Subject to the Customer purchasing the User Subscriptions in accordance with clause 3 (Additional User Subscriptions) and clause 9.1 (charges and payment), the restrictions set out in this clause 2 and the entirety of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

2.2          In relation to the Authorised Users, the Customer undertakes that:

(a)       the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;

(b)       it will not allow or suffer any User Subscription to be used by more than one Authorised User at any given time unless it has been reassigned in its entirety to another Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

(c)       each Authorised User shall use commercially reasonable endeavours to ensure that access to the Services is secured via the one-time password authentication process provided by the Supplier, including by maintaining the security and confidentiality of their email account and any authentication codes issued to them, and shall not share or permit the use of such codes by any other person;

(d)       if the Supplier is made aware that any password or account access has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Supplier shall not issue any new passwords to any such individual; and

(e)       if the Supplier is made aware that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall promptly pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in the online purchasing portal. Otherwise, the Supplier reserves the right to suspend the Services in accordance with clause 14.3.

2.3          A User Subscription shall be deemed to be used when an Authorised User activates access to the Services, not when an invitation is sent to an Authorised User. Activation occurs when an Authorised User creates an account and first successfully accesses the Services using the authentication method provided by the Supplier (including, without limitation, via a one-time password sent to their email address). Once activated, a User Subscription may not be reused, reassigned or transferred to another individual during the relevant Subscription Term.

2.4          The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a)       is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b)       facilitates illegal activity;

(c)       depicts sexually explicit images;

(d)       promotes unlawful violence;

(e)       is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f)         is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to the Customer’s duties towards the Supplier under this Agreement, to disable the Customer's access to any material that breaches the provisions of this clause.

2.5          The Customer shall not:

(a)        use the Services to input, transmit, upload, submit or otherwise introduce any prompt, instruction, code, file, data or other content that is intended or reasonably likely to:

(i)          circumvent, disable, override, manipulate or degrade any safety measure, content filter, security control, access restriction or other intended limitation of the Services;

(ii)         cause the Services to generate outputs that would ordinarily be blocked, restricted or unavailable in the normal course of use;

(iii)        perform or facilitate prompt injection, jailbreak attempts, model manipulation (the use of inputs designed to alter, subvert or exploit the model's trained behaviour or outputs), unauthorised system instruction extraction, or adversarial testing (the deliberate probing or exploitation of the Services to produce unintended, unsafe or unauthorised outputs), or other attempts to interfere with the intended behaviour of the Services, or

(iv)       introduce malware, viruses, worms, logic bombs, harmful code or other malicious materials into the Services or any related systems; or

(b)       use the Services to input, transmit or otherwise introduce any prompts, instructions or other content designed to circumvent, override or manipulate any safeguards, content filters or intended limitations of the Services, including with the aim of generating outputs that would not ordinarily be produced in the normal course of use; or

(c)       except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

(i)          attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services and/or Documentation (as applicable) in any form or media or by any means; or

(ii)         attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

(d)       access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(e)       use the Services and/or Documentation to provide services to third parties; or

(f)         subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(g)       attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or

(h)       introduce or permit the introduction of any Virus into the Services or the Supplier's network and information systems.

2.6          The Customer shall prevent and not permit any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier immediately upon becoming aware of any such unauthorised access or use.

2.7          Without prejudice to any other rights or remedies available to it, the Supplier reserves the right to take any action it considers necessary or appropriate in response to unauthorised access or use, including suspension or termination of the relevant User Subscriptions and/or the Services.

2.8          The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

3.             Additional user subscriptions

3.1          The Customer may, at any time during the Subscription Term, purchase additional User Subscriptions via the Supplier’s self-service purchasing process available on the Supplier’s website and within the Supplier’s online platform.

3.2          Additional User Subscriptions shall:

(a)       become effective immediately upon successful payment;

(b)       be provisioned automatically without further approval or action by the Supplier; and

(c)       grant access to the Services and Documentation to the relevant Authorised Users in accordance with this Agreement.

3.3          All User Subscriptions purchased by the Customer shall expire on the same date, being the last day of the Initial Subscription Term or the then-current Renewal Period (as applicable), regardless of the date on which such User Subscriptions are purchased.

3.4          User Subscriptions (including any additional User Subscriptions) are non-cancellable and non-refundable, and any unused portion of a User Subscription shall not roll over into any subsequent Renewal Period.

4.             Services and support

4.1          The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.

4.2          The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a)       scheduled maintenance, for which the Supplier shall use commercially reasonable endeavours to give the Customer at least 2 Business Days’ notice; and

(b)       unscheduled or emergency maintenance, in which case the Supplier shall use commercially reasonable endeavours to give the Customer as much notice as is reasonably practicable.

4.3          The Supplier shall, as part of the Services and at no additional cost to the Customer, provide reasonable technical support to the Customer during Normal Business Hours in relation to the use of the Services (“Support Services”). Such Support Services shall include:

(a)       responding to support requests sent to contact@arti-edu.com;

(b)       using commercially reasonable endeavours to investigate and resolve reproducible faults, errors or failures in the Services; and

(c)       providing updates to the Customer on the status of any material issues affecting the Services.

4.4          The Supplier shall:

(a)       use commercially reasonable endeavours to respond to support requests within a reasonable timeframe, having regard to the nature and severity of the issue; and

(b)       prioritise issues which materially affect the availability or core functionality of the Services.

4.5          The Supplier does not guarantee that all faults or errors will be corrected, or that the Services will be uninterrupted or error-free, but shall use commercially reasonable endeavours to remedy material defects within a reasonable period.

4.6          The Supplier shall have no obligation to provide Support Services to the extent that any issue arises from:

(a)       use of the Services in breach of this Agreement or the Documentation, included but not limited to as described in clause 2;

(b)       modification of the Services by any party other than the Supplier; or

(c)       the Customer’s internal systems, software, or third-party services.

4.7          The Supplier may modify, update, improve or discontinue any part of the Services from time to time. The Supplier shall use commercially reasonable endeavours to ensure that any such changes do not materially reduce the overall functionality or quality of the Services during a Subscription Term, except where required for security, legal or technical reasons.

5.             Data protection

5.1          Each party shall comply with its respective obligations under applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.

5.2          To the extent the Supplier processes personal data on behalf of the Customer as a processor, such processing shall be carried out solely for the purpose of providing the Services and in accordance with the Data Processing Agreement and the Privacy Policy.

6.             Reporting

6.1          The Customer acknowledges and agrees that, as part of the Services:

(a)       the Supplier may provide the Customer with reporting relating to the Customer’s use of the Services;

(b)       such reporting may include, at an individual Authorised User level, information relating to completion status and participation in the Services;

(c)       the Supplier may also provide reporting in aggregated and anonymised form to the Customer, which may include information relating to engagement, recurring questions, learning preferences and assessment or quiz results;

(d)       aggregated reporting may, where made available by the Supplier, be segmented by categories such as location, organisational unit or other group characteristics, provided that such reporting does not identify any individual;

(e)       the availability and scope of reporting features may vary over time and are subject to modification in accordance with this Agreement; and

(f)         the Customer is responsible for ensuring that its use of any reporting provided under the Services complies with applicable data protection laws, including by maintaining an appropriate lawful basis for processing Authorised Users' personal data and by providing such notices to Authorised Users as are required under applicable law.

7.             Supplier's obligations and warranties

7.1          The Supplier warrants that during the term of this Agreement, it will perform the Services substantially with reasonable skill and care and in accordance with the Documentation.

7.2          The Supplier's obligations at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services by an Authorised User or any third-party contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. The support services set out in clause 4 shall be the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. 

7.3          The Supplier:

(a)       does not warrant that:

(i)          the Customer's use of the Services will be uninterrupted or error-free;

(ii)         that the Services, Documentation and/or any information or outputs obtained by the Customer through the Services will meet the Customer's requirements;

(iii)        the Software or the Services will be free from Viruses; or

(iv)       any outputs generated by the Services using artificial intelligence or machine learning technologies will be accurate, complete, reliable, or free from bias, and the Customer acknowledges and agrees that it is responsible for independently verifying any such outputs before relying on them;

(b)       is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4          The Customer acknowledges that, due to the nature of the Services and artificial intelligence generally, outputs generated by the Services in response to the Customer's inputs may not be unique across Authorised Users. Other customers of the Supplier may receive similar or identical content from the Services. Content generated by the Services in response to inputs submitted by other customers shall not be considered output generated for the Customer, and the Customer shall have no rights in respect of such content.

7.5          This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

7.6          The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

7.7          Subject to and in accordance with clause 5, the Supplier shall maintain commercially reasonable measures designed to protect the availability and integrity of Customer Data, including the routine back-up of Customer Data.

(a)       In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use commercially reasonable endeavours to restore the lost or damaged Customer Data from the most recent available back-up maintained by the Supplier. The Supplier does not warrant that any Customer Data can be fully recovered or that back-ups will be available in all circumstances.

(b)       The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except for third parties engaged by the Supplier to perform services related to Customer Data maintenance and back-up).

8.             Customer's obligations

8.1          The Customer hereby grants to the Supplier a non-exclusive licence to host, copy, transmit, process and otherwise use Customer Data solely to the extent necessary to provide the Services and perform its obligations under this Agreement. That licence terminates on the expiry or termination of this Agreement, subject to any retention permitted under clause 14.5(c).

8.2          The Customer shall:

(a)       provide the Supplier with the necessary co-operation and access to such information as may be required to set up and use the Services;

(b)       comply with all applicable laws and regulations with respect to its activities under this Agreement, including those relating to anti-bribery, anti-corruption, anti-money laundering and modern slavery;

(c)       ensure that the Authorised Users use the Services and the Documentation in accordance with this Agreement and shall be responsible for any Authorised User's breach of this Agreement; and

(d)       be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

8.3          The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

9.             Charges and payment

9.1          The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9.

9.2          The Customer shall provide the Supplier with valid, up-to-date and complete payment details and billing information. The Supplier may accept payment by credit card, debit card, direct debit, bank transfer, or any other payment method made available by the Supplier from time to time. Payments may be processed via a pre-agreed third-party payment service provider. The Customer agrees to comply with any applicable terms and conditions of such provider when making payments. The Supplier is not responsible for the services provided by any such third-party payment provider, including any payment processing errors, delays or failures, except to the extent caused by the Supplier’s breach of this Agreement.

9.3          Unless otherwise agreed in writing:

(a)       Subscription Fees shall be paid in advance on or before the Effective Date in respect of the Initial Subscription Term;

(b)       any renewal Subscription Fees shall be payable on the first day of the relevant Renewal Period, in accordance with the Supplier’s billing process; and

(c)       any additional User Subscriptions purchased during the Subscription Term shall be charged at the time of purchase.

9.4          Where the Supplier agrees to invoice the Customer (for example, in respect of enterprise or sales-led arrangements), the Customer shall pay each invoice within 30 calendar days of the invoice date.

9.5          If the Supplier has not received payment when due, or if any payment method fails, then without prejudice to any other rights and remedies:

(a)       the Supplier reserves the right to suspend the Customer’s access to the Services (in whole or in part) in accordance with clause 14.3; and

(b)       interest shall accrue on overdue amounts at an annual rate of 3% above the base lending rate of the Supplier’s bank, from the due date until payment is made.

9.6          All amounts and fees stated or referred to in this Agreement;

(a)       are non-cancellable and non-refundable, except as expressly stated in this Agreement; and

(b)       are exclusive of value added tax, which shall be added at the appropriate rate.

9.7          The Supplier may increase the Subscription Fees and/or modify its pricing, fee structure or subscription packages:

(a)       with effect from the start of any Renewal Period, on at least 60 days’ prior notice to the Customer, and any such increase shall take effect at the start of the next Renewal Period; so that the Customer may terminate the Agreement by giving notice prior to the commencement of that Renewal Period if it does not agree to the revised Subscription Fees; and

(b)       during a Subscription Term, on 30 days’ prior notice to the Customer, to the extent that such increase is directly attributable to a demonstrable increase in third-party costs incurred by the Supplier in providing the Services (including hosting or infrastructure costs), provided that any increase of the Subscription Fees shall be proportionate to such increase in costs. Where any such increase results in an increase of more than 15% in the Subscription Fees payable by the Customer in any Contract Year, the Customer may terminate the Agreement by giving written notice to take effect at the end of the then-current billing period.

10.          Intellectual property rights

10.1       The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

10.2       The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

10.3       For the avoidance of doubt, nothing in this Agreement transfers ownership of the Supplier’s intellectual property, and any permitted use of Supplier trademarks or branding is subject strictly to clause 22.

11.          Confidentiality

11.1       Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives in connection with the Services, including but not limited to:

(a)       any information that would be regarded as confidential by a reasonable business person relating to:

(i)          the business, assets, affairs, customers, clients, suppliers, or plans of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and

(ii)         the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and

(b)       any information developed by the parties in the course of carrying out this Agreement; and

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

11.2       The provisions of this clause shall not apply to any Confidential Information that:

(a)       is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

(b)       was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c)       was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or

(d)       the parties agree in writing is not confidential or may be disclosed.

11.3       Each party shall keep the other party's Confidential Information secret and confidential and shall not:

(a)       use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (“Permitted Purpose”); or

(b)       disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

11.4       A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a)       it informs such Representatives in writing of the confidential nature of the Confidential Information, and this prior to disclosure; and

(b)       at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause 11.

11.5       A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

11.6       Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted.

11.7       On termination or expiry of this Agreement, each party shall, to the extent reasonably practicable, delete or return the other party’s Confidential Information, except that it may retain Confidential Information:

(a)       to the extent required by law or any applicable governmental or regulatory authority; or

(b)       in automatically generated backups or archival systems, provided that such information remains subject to the confidentiality obligations in this clause 11.

11.8       The Supplier may use Customer Data and other information derived from the Customer’s use of the Services on an aggregated and anonymised basis for the purposes of operating, improving and developing the Services and for its internal business purposes, provided that such information does not identify the Customer or any individual.

11.9       Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

11.10   The obligations in this clause shall survive termination or expiry of this Agreement for a period of two (2) years.

12.          Indemnity

12.1       The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

(a)       the Customer is given prompt notice of any such claim;

(b)       the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

(c)       the Customer is given sole authority to defend or settle the claim.

12.2       The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with this Agreement infringes any third party’s intellectual property rights, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a)       the Supplier is given prompt notice of any such claim;

(b)       the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

(c)       the Supplier is given sole authority to defend or settle the claim.

12.3       In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4       In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a)       a modification of the Services or Documentation by anyone other than the Supplier; or

(b)       the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

(c)       the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority; or

(d)       the Customer Data; or

(e)       the Customer's breach of this Agreement.

12.5       This clause 12 states the Customer’s sole and exclusive rights and remedies, and the Supplier’s entire obligations and liability, for infringement or alleged infringement of any third-party intellectual property rights.

13.          Limitation of liability

13.1       The following definitions apply in this clause 13:

(a)       liability: every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and

(b)       default: any act or omission resulting in one party incurring liability to the other.

13.2       EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT:

(a)       THE CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES AND THE DOCUMENTATION BY THE CUSTOMER, AND FOR CONCLUSIONS DRAWN FROM SUCH USE. THE SUPPLIER SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY CUSTOMER DATA, INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED TO THE SUPPLIER BY THE CUSTOMER IN CONNECTION WITH THE SERVICES, OR ANY ACTIONS TAKEN BY THE SUPPLIER AT THE CUSTOMER'S DIRECTION;

(b)       THE SERVICES AND THE DOCUMENTATION ARE PROVIDED FOR GENERAL INFORMATION AND TRAINING PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, HR OR OTHER PROFESSIONAL ADVICE, NOR DO THEY CONSTITUTE OR OPERATE AS A REPORTING CHANNEL FOR INCIDENTS, COMPLAINTS OR DISCLOSURES. THE SUPPLIER IS NOT RESPONSIBLE FOR HANDLING, INVESTIGATING OR RESOLVING ANY SUCH MATTERS ARISING WITHIN THE CUSTOMER’S ORGANISATION;

(c)       THE SUPPLIER MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE SERVICES OR ANY OUTPUTS GENERATED BY THE SERVICES WILL BE ACCURATE, COMPLETE OR FIT FOR ANY PARTICULAR PURPOSE, ENSURE COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS, OR ACHIEVE ANY PARTICULAR BEHAVIOURAL OR ORGANISATIONAL OUTCOME;

(d)       ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT; AND

(e)       THE SERVICES AND THE DOCUMENTATION ARE PROVIDED TO THE CUSTOMER ON AN "AS IS" BASIS.

13.3       NOTHING IN THIS AGREEMENT EXCLUDES THE LIABILITY OF THE SUPPLIER:

(a)       FOR DEATH OR PERSONAL INJURY CAUSED BY THE SUPPLIER'S NEGLIGENCE; OR

(b)       FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

13.4       SUBJECT TO CLAUSE 13.2 AND CLAUSE 13.3:

(a)       THE SUPPLIER SHALL HAVE NO LIABILITY FOR ANY:

(i)          LOSS OF PROFITS,

(ii)         LOSS OF BUSINESS,

(iii)        WASTED EXPENDITURE,

(iv)       DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES,

(v)        LOSS OR CORRUPTION OF DATA OR INFORMATION, OR

(vi)       ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES; AND

(b)       THE SUPPLIER'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER IN RESPECT OF ALL DEFAULTS SHALL NOT EXCEED THE CAP. IF DEFAULTS COMMITTED IN MORE THAN ONE CONTRACT YEAR GIVE RISE TO A SINGLE CLAIM OR A SERIES OF CONNECTED CLAIMS, THE SUPPLIER’S TOTAL LIABILITY FOR THOSE CLAIMS SHALL NOT EXCEED THE SINGLE HIGHEST ANNUAL CAP FOR THOSE CONTRACT YEARS.

(c)       IN CLAUSE 13.4(B), THE CAP IS THE TOTAL SUBSCRIPTION FEES PAID IN THE CONTRACT YEAR IN WHICH THE DEFAULTS OCCURRED.

13.5       THE CUSTOMER ACKNOWLEDGES THAT ANY RELIANCE ON OUTPUTS GENERATED BY THE SERVICES (INCLUDING AI-GENERATED CONTENT) IS AT THE CUSTOMER’S SOLE RISK.

13.6       NOTHING IN THIS AGREEMENT EXCLUDES THE LIABILITY OF THE CUSTOMER FOR ANY BREACH, INFRINGEMENT OR MISAPPROPRIATION OF THE SUPPLIER’S INTELLECTUAL PROPERTY RIGHTS.

14.          Term, suspension, and termination

14.1       This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term, following which it shall automatically renew successive periods of one Contract Year (each a Renewal Period) unless the Customer notifies the Supplier that it does not wish to renew on or before the expiry of the Initial Subscription Term or the then-current Renewal Period. The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

14.2       The Customer may terminate the subscription by giving notice to the Supplier at any time or cancelling its subscription up to the end of the Initial Subscription Term or the then-current Renewal Period, in which case the subscription shall expire automatically at the end of the relevant period.

14.3       The Supplier may immediately suspend the Customer’s access to, or use of, the Services if:

(a)       the Supplier believes that there is a significant threat to the security, integrity, functionality, or availability of the Services or any content, data, or applications in the Services;

(b)       the Customer is in breach of clause 2.2;

(c)       the Customer fails to pay the Supplier when fees are due and such failure continues for 10 Business Days after written notice,

provided, however, the Supplier will use commercially reasonable efforts under the circumstances to provide the Customer with notice and, if applicable, an opportunity to remedy such violation prior to any such suspension.

14.4       Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

14.5       On termination of this Agreement for any reason:

(a)       all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

(b)       the Customer will promptly cease all use of the Services;

(c)       the Supplier shall retain Customer Data for a period of 30 days following the effective date of termination ("Retention Period"). Prior to the expiry of the Retention Period, the Customer may notify the Supplier in writing that it requires either:

(i)          the return of Customer Data, in which case the Supplier shall use reasonable commercial endeavours to deliver a copy of the then most recent back-up of the Customer Data to the Customer within the Retention Period, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); or

(ii)         the deletion of Customer Data, in which case the Supplier shall delete or destroy all Customer Data in its possession or control promptly following such request; and

(d)       on expiry of the Retention Period, the Supplier shall securely delete or destroy all remaining Customer Data in its possession or control, unless retention is required by applicable law. The Customer shall pay all reasonable expenses incurred by the Supplier in returning Customer Data. Any Customer Data held in automated back-up systems at the date of deletion shall be deleted in the ordinary course of the Supplier's back-up deletion cycle and shall remain subject to the confidentiality obligations in clause 11 until deleted; and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of any agreement which existed at or before the date of termination shall not be affected or prejudiced.

15.          Force majeure

15.1       Neither party will be liable for any default, delay, or non-performance of its obligations under the agreement (except for payment obligations) due to causes beyond its reasonable control, including, without limitation, strikes, blockades, war, terrorism, riot, internet or utility failures, governmental orders or actions, national or regional emergency, pandemics, or natural disasters, provided that such party promptly notifies the other in writing of such occurrence and uses commercially reasonable efforts to resume performance of its affected obligations as soon as feasible. Delays or failures that are excused as provided in this clause 15 will result in automatic extensions of dates for performance for a period of time equal to the duration of the events excusing such delay or failure.

15.2       If a force majeure event continues for more than twenty (20) consecutive days, either party may terminate this Agreement by written notice without further liability.

16.          Changes to the terms of the Agreement

16.1       The Supplier reserves the right to make changes to this Agreement for legal or regulatory reasons, for security reasons, to enhance existing features or add additional features to the Services, to reflect advancements in technology; to make reasonable technical adjustments to the Services; and to ensure the ongoing operability of the Service at any time by posting the revised terms in connection with the Services.

16.2       For the avoidance of doubt, the reasons set out in clause 16.1 are nonexhaustive, and the Supplier may make changes to this Agreement where reasonably necessary for the functioning of the Services and/or to give effect to the purpose of this Agreement, subject always to the notice and other protections set out in this clause 16.

16.3       Where such changes are material, the Supplier shall provide at least 30 days’ notice to the Customer (including by updating the website, via the Services, email, or the online purchasing portal).

16.4       If the Customer does not agree to any material change, it may elect not to renew the Services. To the maximum extent permitted by law, the Customer’s continued use of the Service or Software following any changes will constitute acceptance of such changes.

17.          Waiver

17.1       A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.2       A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

18.          Rights and remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19.          Severance

19.1       If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, without prejudice to the validity and enforceability of the rest of this Agreement.

19.2       If any provision or part-provision of this Agreement is deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20.          Entire agreement

20.1       This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

20.2       Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

20.3       Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

21.          Assignment

21.1       The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. Any non-permitted assignment is void.

21.2       The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to the Customer.

22.          Publicity

22.1       Unless otherwise agreed in writing, each party may use the other party's company name and logo solely to identify the relationship between the parties (for example, on its website or in marketing materials identifying its customers or suppliers). Any further use by the Supplier of the Customer's name, logo, quotes, or case studies for reference or marketing purposes (including participation in reference calls, analyst briefings, press activities, or marketing events) shall require the Customer's prior written approval, not to be unreasonably withheld or delayed.

22.2       Except as expressly stated in this clause, neither Party shall use the other Party’s logos, company names, trademarks, codes, drawings, or specifications without the prior written consent of the other Party.

23.          No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24.          Third party rights

This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

25.          Notices

25.1       Any notice given under or in connection with this Agreement shall be in writing and shall be:

(a)       delivered by hand or by pre-paid first-class post or other next working day delivery service at 33 Montpelier Square, London, England, SW7 1JY; or

(b)       sent by email to the following address (or an address substituted in writing by the party to be served): contact@arti-edu.com.

25.2       Any notice shall be deemed to have been received:

(a)       if delivered by hand, at the time the notice is left at the proper address;

(b)       if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c)       if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

25.3       This clause 25 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26.          Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

27.          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 or its subject matter or formation (including non-contractual disputes or claims).