Arthur Online Terms and Conditions

ONLINE SERVICES AGREEMENT

(1) Arthur Online Limited incorporated and registered in  England and Wales with company number 07912886 whose registered office is at International House, 36-38 Cornhill, London, England, EC3V 3NG (Arthur); and

(2) You as detailed on the Order Form (Customer). 

A. Definitions 
In these terms and conditions the following words and expressions have the meanings set out below:

Agreement: These terms and conditions and the Order Form.

AI Products: Refers to software features, tools, or modules that incorporate artificial intelligence technologies to enhance functionality, automate tasks, or provide intelligent insights. These may include, but are not limited to: 
i. AI-driven components developed and embedded within our Services; 
ii. Supplementary AI tools or services including those of any third-party AI solutions that integrate with our products to enhance customer engagement, support decision-making, and improve operational efficiency. These may include analytics engines, conversational AI, predictive modelling tools, and automation services; 
iii. AI solutions offered by other entities within our Corporate Group, which may be accessed or used in conjunction with our Services.

Anonymised and/or Aggregated Data: means data that has been irreversibly anonymised, whether used alone or combined with other anonymised data, such that no individual can be identified. This includes any Anonymised and/or Aggregated Data created, derived or generated from the Personal Data all of which shall be owned exclusively by Arthur, used solely for Arthur’s purposes, and shall not create any benefit or entitlement for the Customer.

App: means any mobile and/or web‑based application provided by Arthur or the Corporate Group as part of the Service, including any associated features, functionalities, and updates.

Appendix: shall mean any supplementary document, schedule, or set of terms that is referenced in and forms part of this Agreement. Each Appendix shall apply only to the specific transaction, project, or deal for which it is designated and shall have the same contractual force as if set out in full in this Agreement. Additional Appendices may be added from time to time as agreed between the Parties, and such Appendices shall become effective upon incorporation by reference into this Agreement.

Authorised User: Any of the Customer’s: employees; customers; consultants; service providers; contractors; agents; Occupiers; and third party providers, authorised to access the Service by the Customer, through their personalised username and password, created by the Customer using Arthur.

Corporate Group: means Arthur and any entity that directly or indirectly controls, is controlled by, or is under common control with Arthur, including any current or future affiliates, subsidiaries, parent companies, or group undertakings, regardless of jurisdiction.

Data Controller: The meaning as set out in Section 3(6) of the Data Protection Act 2018.

Data Protection Legislation: To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data. 
To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data.]

Documentation: Arthur’s electronic user guide for the Service available at https://www.arthuronline.co.uk/knowledgebase, which may be updated by Arthur from time to time.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Effective Date: means the date on which the Agreement becomes binding, which shall be earlier of: (a) the date the Customer accepts the Order Form within the Communication Platform (whether by digital acceptance, click‑through acceptance, or submission); or (b) where the Parties execute this Agreement on the date on which the last Party signs.

Engineer: each person appointed, provided or otherwise made available by Arthur to facilitate communications with the Agents or Occupiers as part of the provision of the AI Products and/or Video Triage Service.

Fee: Any and all amounts due from the Customer to Arthur in respect of the provision of the Services as are set out in the Order Form or calculated from time to time pursuant to these terms and conditions.

Fully Managed Property: A residential or commercial property that from time to time is being managed by the Customer on behalf of itself or a third party provided that: (a) in the case of a house in multiple occupation each part of the property that is subject to a separate tenancy agreement is deemed to be a separate property; and (b) in the case of a block of either residential or commercial units each part of a block or estate or centre that is subject to a separate leasehold or licensed interest is deemed to be a separate property.

Generated Output: Output generated by artificial intelligence;

Hallucination: means any output generated by the AI Product, Video Triage Service, or any other AI-based functionality or service provided by Arthur or any entity within the Corporate Group now or in the future, that is factually incorrect, misleading, or not based on the input data provided, including fabricated or unintended content.

Multi-Year Agreement: means an agreement under which the Customer commits to a Term of more than twelve (12) months from the First Invoice Date, and which may include commercial incentives, discounts, or other benefits offered by Arthur pursuant to this Agreement in consideration of the Customer agreeing to such longer Term.

Non-Managed Property: A residential or commercial property that is not a Fully Managed Property where the Customer from time to time may be instructed to carry out occasional management tasks on behalf of itself or a third party provided that: (a) in the case of a house in multiple occupation each part of the property that is subject to a separate tenancy agreement is deemed to be a separate property; and (b) in the case of a block of either residential or commercial units each part of a block or estate or centre that is subject to a separate leasehold or licensed interest is deemed to be a separate property.

Occupiers: the tenants, residents or other forms of occupiers of a Property, or such further persons as the parties may agree.

Order Form: The order form set out at page 1 of this Agreement (as may be amended from time to time by the parties in writing or by Arthur pursuant to clause 11.1) indicating the Services to be provided to the Customer under the Agreement.

Personal Data: Has the meaning set out in Section 3(2) of the Data Protection Act 2018 and relates only to personal data, or any part of such personal data, of which the Customer is the Data Controller and in relation to which Arthur is providing Services under this Agreement.

Platform: means the cloud‑hosted software-as-a-service environment operated by Arthur, including all subscribed modules, features, interfaces, APIs, analytics tools, apps, AI features (where applicable), and supporting infrastructure that enable Customer and any Authorised Users to access and use the functionality as described in the Documentation.

Property(ies): A Fully Managed or Non-Managed Property, as appropriate.

Review Date: If applicable, the date on which the Fee shall be reviewed as set out in the Order Form.

Services: The Platform, App, AI Products, Video Triage Service and any other software product owned or distributed by Arthur or the Corporate Group to which Arthur grants the Customer access, including any program updates provided under the Customer's selected subscription tier (Essential, Plus and Complete), as varied from time to time, and including any renamed, rebranded, replacement, successor or substantially equivalent products, services, platforms or applications provided by Arthur or the Corporate Group from time to time, for which Arthur may collect a Subscription Fee.

Set‑Up and Professional Services: The set-up and professional service fees as set out in the Order Form.

Subscription Fee: The subscription fee as set out in the Order Form and then as revised pursuant to these terms and conditions.

Subprocessor: Any entity which provides processing services to Arthur in furtherance of Arthur’s processing on behalf of the Customer and as identified within Arthur’s Privacy Policy.

System: The electronic system for the provision of the Services.

Tenancy: A document or other agreement pursuant to which a Occupier occupies and/or has a leasehold interest in a Property.

Term: The period during which Arthur shall provide the Services to the Customer as set out in the Order Form.

Training Data: Means Personal Data or Output that has been anonymised and which is used for the purpose of improving, training, or enhancing the AI Products

VAT: Value added tax as defined in the Value Added Tax Act 1994 and any tax of a similar nature substituted for, or levied in addition to, such value added tax.

Video Triage Service is a real-time, AI-enhanced remote diagnostics solution designed to efficiently assess and guide repairs via video.

Working Day: A day (other than a Saturday or a Sunday) on which banks are generally open for business in the City of London.

B. Interpretation:
1. The headings in this Agreement do not affect its interpretation. 
2. Unless the context otherwise requires: 
(a) references to Arthur and the Customer include their permitted successors and assigns; 
(b) references to statutory provisions include those statutory provisions as amended or re-enacted; 
(c) references to one gender includes a reference to the other gender; 
(d) references to "including" or "includes" shall be deemed to have the words "without limitation" inserted after them; and 
(e) references to a clause are references to the numbered paragraphs contained in these Terms and Conditions.
3. Words in the singular include the plural 

C. Provisions: 
1. Term of Agreement 
1.1 This Agreement shall commence and become legally binding on the Effective Date, being (a) the date the Customer accepts the Order Form within the Platform (whether by digital acceptance, click‑through acceptance, or submission); or (b) where the parties to this Agreement execute this Agreement on the date on which the last party signs.  
1.2 Arthur shall provide the Services as stipulated in the Order Form for the duration of the Term and either party may terminate the Agreement in accordance with clause 10 of the Terms and Conditions (unless stipulated otherwise in the Order Form) and in any event in accordance with clause 10.2. 
1.3 If the Term terminates or expires the Customer shall forthwith cease using the Services. Subject to clause 5.2 despite any termination or expiration where the Customer or their Authorised Users continues to use the Service we will continue to charge the Fee and treat any termination or expiration as void.

2. Fee 
2.1 Arthur shall invoice the Customer for the Fee as stipulated in the Order Form or following any review pursuant to clause 2.4. 
2.2 The Customer shall pay the Fee to Arthur by direct debit as stipulated in the Order Form during the Term. Unless required by law. Fees paid are non-refundable or apportionable. 
2.3 The Fee shall be paid by the Customer in full and without deduction or set-off save for any set-off required by law. 
2.4 Arthur may increase the Subscription Fee on the commencement of the Review Date in line with the percentage increase between the figure published for the Retail Prices Index: All Items (“RPI”) immediately prior to the First Invoice Date (or the previous Review Date if later) and the figure published most recently prior to the current Review Date. For Multi-Year Agreement, any such increase shall be by reference to RPI only and the minimum increase of 5% shall not apply. For agreements with a Term of  twelve (12) months, and for any Renewal Term that occurs by automatic renewal, such increase shall be subject to a minimum increase of 5%. Once a Fee has been reviewed, the Customer shall be given not less than 10 Working Days’ written notice of the new Fee becoming applicable at any time during any Renewal Term. Time shall not be of the essence for any such review. The Customer acknowledges that the Fee cannot in any circumstances be reduced to a level below that stated on the initial Order Form. 
2.5 The Customer shall pay any applicable Set-Up and Professional Services fee as set out on the Order Form above. Where applicable this charge is applied for, but not limited to any one‑off consultancy, configuration, onboarding, implementation, data migration, training, or other professional assistance provided by Arthur to enable the Customer to access, deploy, or optimise the Platform. These services are separate from the recurring Subscription Fees and are charged as a fixed or time‑based fee as set out in the relevant Order Form or invoice. 
Unless otherwise stated on the invoice, all charges for Set‑Up and Professional Services are payable on the same date as the Customer’s First Invoice Date for the Subscription Fee.

3. Services 
3.1 Arthur has agreed to grant and the Customer has agreed to accept a non-exclusive, non-assignable, royalty free, limited right to use the Services for the Customer's internal business operations for the Term and on the terms and subject to the conditions set out in this Agreement including (without limitation) the payment of the Fee by the Customer. 
3.2 The Customer may allow its Authorised Users to use the Services for this purpose and is responsible and liable for all acts and omissions of its Authorised Users in connection with this Agreement. 
3.3 Subject to the provisions of clauses 3.4 to 3.7 (inclusive) and to the Customer fully complying with its obligations under this Agreement Arthur shall use all reasonable endeavours to make the System available to the Customer throughout the Term. 
3.4 Arthur shall not be responsible to the Customer for any loss suffered by the Customer in the event that the System is unavailable to the Customer at any time or times during the Term due to any reason which is beyond the reasonable control of Arthur including, without limitation: 
(a) defects of the Customer's equipment; 
(b) an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by Arthur; and 
(c) non-supply, error in communication or failure by any third party upon whom the System, the Customer or Arthur relies. 
3.5 Arthur is only responsible for making the System available to the Customer on the terms of this Agreement and is not responsible for the participation of the Customer or any other party in the System. 
3.6 In the event that the Customer fails to pay the Fee in accordance with the terms of this Agreement Arthur may:  
(a) suspend the Customer's and Authorised User’s access to the Platform; and/or  
(b) claim interest, compensation, and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 (or any amendment, modification or re-enactment of it), and it is agreed that the term implied by that Act shall apply after any judgement as well as before.  
In the event of any suspension the Customer indemnifies Arthur for any loss, claims, actions or proceedings that may be brought against Arthur (whether by the Customer or by any other party) arising by reason of such suspension. Any such suspension does not excuse the Customer from its obligation to pay the Fee pursuant to this Agreement.  
3.7 The Customer acknowledges that the System may be temporarily unavailable from time to time due to work that is carried out by Arthur (or those authorised by Arthur) to maintain and/or upgrade the System. Except in the case of emergency including (without limitation) a material failure of the System or any functionality of the System Arthur shall use its reasonable endeavours to ensure that such works do not render the System unavailable to the Customer during the hours of 9am to 6pm (inclusive) on any Working Day. 
3.8 Arthur shall use Training Data to train, improve, or develop its artificial intelligence models, algorithms, or machine learning systems. 
3.9 The Customer acknowledges that Arthur or the companies within its Corporate Group shall be entitled to use Anonymised Data, whether derived from the Personal Data alone or combined with other Anonymised Data (Aggregated Data), for the purposes of analytics, benchmarking, service improvement, product development, reporting, and other lawful business purposes. 
3.10 Arthur may make available within the Services tools designed to assist with the safety and compliance management of Properties. These tools are intended to support the Customer’s processes only and do not replace the need for the Customer to apply its own professional judgement, checks, and oversight. The Customer acknowledges that any outputs, alerts, recommendations, or products developed or updated from time to time through the Services require human review and verification, and Arthur does not warrant that such tools are comprehensive, complete, or a substitute for the Customer’s legal or regulatory obligations. The Customer indemnifies and holds Arthur harmless against any loss, claims, actions, damages, liabilities, costs, or proceedings (whether brought by the Customer, Authorised User or any third party) arising from or connected with the Customer’s failure to apply appropriate human oversight, professional judgement, checks, or compliance processes when relying on or using any outputs, alerts, recommendations, or other features provided by the Services. 
3.11 The Customer acknowledges that the scope of the Services may be amended from time to time with or without notice. 
3.12 Arthur may from time to time rebrand, replace, consolidate, rename, upgrade or migrate the Services, Platform, App or any component thereof, including by moving the Customer to a successor product or platform provided by Arthur or a member of its Corporate Group, provided that such change does not materially adversely affect the Customer's contractual rights under this Agreement.

4. Customer Responsibilities 
4.1 As soon as is reasonably practicable after the First Invoice Date the Customer shall notify the Authorised Users of the availability of the Platform. 
4.3 The Customer shall use all reasonable endeavours to keep the details on the System accurate and current from time to time including (without limitation) promptly informing Authorised Users of the availability of the Platform upon the commencement of a Tenancy. 
4.4 If the Customer has the ability to reset the password of the Authorised User the Customer shall promptly respond to a request for such information to be reset. 
4.5 The Customer shall comply with all applicable requirements relating to data protection including (without limitation) the Data Protection Legislation. 
4.6 The Customer must not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, Arthur's of the Corporate Groups’ programs or materials available to any third party unless expressly permitted under the terms of this Agreement. 
4.7  Subject only to limitations imposed by law Arthur retains the right to view all data held in the System. 
4.8  If the number of Properties using the System increases or decreases at any point during the Initial Term or any Renewal Term thereafter, Arthur may at its discretion calculate the total number of Properties registered within the Platform for the purposes of calculating the Subscription Fee. For the avoidance of any doubt, such a Subscription Fee will be due even where there has been a delay to the re-calculation during or after the Term. In carrying out a recalculation, Arthur in its sole discretion, may backdate the decreased or increased Subscription Fee to the first date that it reasonably believes the total number of Properties first increased.  
4.9 In relation to an Occupier, the Customer undertakes that: 
(a) the maximum number of Occupiers that it authorises to access and use the AI Products for each Property shall not exceed 6, unless otherwise agreed in writing with Arthur (additional costs will apply where access is required for more than 6 Occupiers); 
(b) it shall use reasonable endeavours to ensure that each Occupier is informed of the limitations at (a) above;  
(c) it shall procure that any Occupier agrees to comply with any AI Product terms and conditions prior to any access and use by that Occupier; 
(d) it shall maintain a written, up to date list of current Occupiers and provide such list to Arthur  within 5 Business Days of Arthur's written request at any time; 
(e) it shall notify Arthur immediately of any unauthorised use of any password, user weblink or user identification or any other known or suspected breach of security (including any attempt to access the Services by someone other than an Occupier) and use reasonable efforts to halt such unauthorised use or breach.

5. Data Retrieval 
5.1 At the Customer’s request, and subject to clause 5.2 below (which must be received on or before the expiry or earlier termination of this Agreement), Arthur may permit the Customer to read only access for the Customer to export Customer Data from the Platform for a period of 60 days following the termination or expiry of this Agreement for the sole purpose of reviewing (and only to the extent necessary, retrieving) a file of the Customer’s data held in the System. The Customer acknowledges and agrees that Arthur has no obligation to retain the Customer’s data nor to provide a copy of that data to the Customer or to any other party beyond this 60‑day period. The Customer further acknowledges that after the expiry of the 60‑day period, Arthur may anonymise the Customer’s data so that it can no longer be identified as relating to the Customer or any individual. For the avoidance of doubt, once anonymisation has taken place, the data cannot be re-identified, recovered, or retrieved. 
5.2 Upon the Customer’s request and on payment of a Fee Arthur can make the Customer’s data available to them for longer than 60 days following the expiry or sooner determination of this Agreement. The Fee applicable shall be the equivalent of 50% of the total monthly Subscription Fee from the last day of the Term to the date access is no longer required.  
5.3 The Customer acknowledges that where any support or assistance is required pursuant to clause 5.2 an hourly Fee of £180+vat shall be applied by Arthur. An estimate of the Fee along with details of the support and assistance available shall be provided to the Customer by Arthur along with a request to agree to the details of support or assistance available and a payment on account. Should the Customer fail to make such a payment on account  Arthur shall be under no obligation to offer any support or assistance. The estimate is an estimate only and the actual cost of the support and assistance may exceed the estimate. Where the estimate is likely to be exceeded by more than 20% Arthur will use its reasonable endeavours to inform the Customer and give a new estimate. The Customer will be invoiced for any works over the estimate and will pay the invoice within 14 working days of its presentation.

6. Liability and Warranties 
6.1 Arthur shall use a commercially reasonable level of skill and care to provide the Services. 
6.2 Except as expressly set out in this Agreement Arthur does not make any warranty or representation to the Customer about the Services and (without limitation) Arthur does not provide any representation or warranty regarding any of the following: (1) the storage of data; (2) the scope of the Services; (3) the function reliability or availability of the Services; (4) that the Services will be uninterrupted, timely, secure or error-free; (5) that the Services are appropriate for the Customer's needs; (6) that errors in the Services or the System will be corrected; and (7) accuracy, completeness, reliability, or fitness for a particular purpose of any AI-generated content. 
6.3 The Customer acknowledges and agrees that subject to Arthur complying with its obligations as set out in clause 6.1: 
(a) Arthur provides the Service "as is" and "as available"; and 
(b) to the extent permitted by law all warranties whether express or implied (including those that are implied by law) are excluded; and 
(c) to the extent permitted by law Arthur is not liable for any lost profits, revenues or data, financial losses or indirect, special, consequential, exemplary or punitive damages suffered by the Customer; and 
(d) any material that is downloaded or otherwise obtained through the Customer's use of the System is done so at the Customer's own discretion and risk and the Customer is solely responsible for any damage to the Customer's computer or other device or loss of data that results from the download of any such material; (e) with respect to the AI Product, the Customer acknowledges that there may be inherent delays, delivery failures, or other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Customer further acknowledges that the AI Product may be subject to limitations, delays, and other issues inherent in such networks and facilities, which are outside Arthur’s reasonable control; 
(f) its use of the Services may not produce any specific, pre-agreed results, and Arthur is not liable for the consequences of the Customer, it’s Authorised Users relying on, or taking decisions based on, the output of the Services, including Generated Output; and 
(g) the Customer acknowledges that the AI Product may generate outputs that are inaccurate, incomplete, or otherwise unintended (“Hallucinations”), and that such outputs should not be relied upon as factual or definitive. Arthur shall have no liability for any decisions or actions taken by the Customer, its Authorised Users based on such outputs 
6.4 Notwithstanding any provision to the contrary (save in each case as set out at clause 6.5) the liability of Arthur to the Customer shall be limited to the aggregate amount of the Fee paid by the Customer in the then current term of this Agreement and Arthur shall not be liable to the Customer for any and all of the following: 
(a) indirect loss of the Customer; 
(b) consequential loss of the Customer; 
(c) loss of profit of the Customer; 
(d) loss of business of the Customer; and 
(e) loss of revenue of the Customer. 
6.5 Nothing in this Agreement shall be construed as attempting to limit or exclude the liability of any party in respect of injury to, or the death of, any person caused by any wilful or negligent act or omission of any party, its officers, employees, agents or subcontractors, or for fraud or fraudulent misrepresentation or the deliberate default or wilful misconduct of that party, its employees or agents or subcontractors. 
6.6 Except for actions for non-payment or breach of Arthur's proprietary rights (including, for the avoidance of doubt, Arthur’s intellectual property rights as set out in clause 14), no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued. 
6.7 The Customer warrants and undertakes that its use of the System and the use by those granted access to the System by the Customer: 
(a) will not infringe any third party's intellectual property rights; 
(b) will not violate any applicable law, statute or subordinate legislation; and 
(c) will not introduce onto the System any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information. 
The Customer indemnifies Arthur for any losses it may incur (including legal costs and expenses) as a result of a breach by the Customer of this clause 6.7. 
6.8 The Customer acknowledges that as between the Customer and Arthur, the internet subdomain ("Subdomain") on which (amongst others) the Platform is hosted remains the absolute property of Arthur and the Customer has no right to assign, sublet or to otherwise transfer the Subdomain. The Customer indemnifies Arthur for any losses that it may incur (including legal costs and expenses) as a result of a breach by the Customer of this clause 6.8. 
6.9 The individual entering into this Agreement on behalf of the Customer as set out in the Order Form warrants represents, and undertakes that: 
(a) the Customer has full capacity and authority to enter into and to perform this Agreement; 
(b) this Agreement is entered into by a duly authorised representative of the Customer who represents and warrants to Arthur that the execution and delivery of the Agreement and the performance of the obligations hereunder have been duly authorised; 
(c) there are no actions, suits or proceedings or regulatory investigations pending or, to that individual's knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of the Customer to meet and carry out its obligations under this Agreement; 
(d) this Agreement will constitute the Customer's legal, valid and binding obligations.

7. Law Prevails 
Nothing in this Agreement is intended to exclude or to limit any condition, warranty, right, or liability that may not be lawfully excluded or limited. Accordingly, only those limitations that are lawful in England will apply and Arthur's liability is limited to the maximum extent permitted by law.

8. Third Parties 
8.1 From time to time Arthur may engage certain affiliates or other third parties to provide technical or other services relating to all or part of the Service to the Customer, and the Customer agrees that such third party involvement is acceptable. Without limitation, the Customer acknowledges and agrees that any translation of the Service is carried out by third-party software and that Arthur to the extent permitted by law has no liability in relation to the accuracy or completeness of any translated information or documentation provided by the System. 
8.2 Except as expressly provided in this clause, a person or entity who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. However, any company within Arthur’s Corporate Group shall be entitled to enforce any term of this Agreement that confers a benefit upon it, as though it were a party to this Agreement. 
8.3 Arthur may from time to time include as part of the Services computer software that is supplied by third parties which is utilised by permission of the respective licensors and/or copyright holders on the terms provided by such parties. Arthur expressly disclaims any warranty or other assurance to the Customer regarding such third-party software. 
8.4 Except as required by law or pursuant to any regulation or as requested or required by any competent authority Arthur will not make details of the Property or Customer’s customers available to any third party without the prior written consent of the Customer. 
8.5 If the Customer uses the System as part of software provided by a third party Arthur expressly disclaims any warranty or other assurance to the Customer regarding such third party software. 
8.6 If the System is integrated into any other software system ("Other System") owned or used by the Customer by Arthur, Arthur shall use its reasonable endeavours to ensure that the System works with the Other System but Arthur is neither responsible for: 
(i) the functioning or availability of the Other System; nor 
(ii) any effect of the integration on the Customer's use of the Other System including (without limitation) any data held on the Other System.

9. Data Transmission 
9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation (“Data Protection Requirements”). This clause 9 is in addition to and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. 
9.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Arthur is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Appendix 1 sets out the scope, nature, and purpose of processing by Arthur, the duration of the processing, and the types of Personal Data and categories of Data Subjects (both as defined in the Data Protection Legislation). 
9.3 Without prejudice to the generality of clause 9.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Arthur for the duration and purposes of this agreement including, without limitation, the provision of a notice to each Data Subject which complies with Article 13 of the UK GDPR. 
9.4 Without prejudice to the generality of clause 9.1, the Customer agrees to: 
(a) provide instructions to Arthur and determine the purposes and general means of Arthur’s processing of Personal Data in accordance with the Agreement; and 
(b) comply with its protection, security and other obligations with respect to Personal Data prescribed by Data Protection Legislation for data controllers by: (i) establishing and maintaining a procedure for the exercise of the rights of the individuals whose Personal Data are processed on behalf of the Customer; (ii) processing only data that has been lawfully and validly collected and ensuring that such data will be relevant, up to date and proportionate to the respective uses; and (iii) ensuring compliance with the provisions of this Agreement by its personnel or by any third-party accessing or using Personal Data on its behalf. 
9.5 Without prejudice to the generality of clause 9.1, Arthur shall, in relation to any Personal Data processed in connection with the performance by Arthur of its obligations under this Agreement including, without limitation, the provision of the Services: 
(a) process that Personal Data only on the written instructions of the Customer or a third party for those purposes as set out in Appendix 1 unless Arthur is required by the laws of the UK, any member of the European Union or by the laws of the European Union applicable to Arthur to process Personal Data (Applicable Laws). Where Arthur is relying on laws of the UK, a member of the European Union or European Union law as the basis for processing Personal Data, Arthur shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Arthur from so notifying the Customer; 
(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);  
(c) ensure that all personnel of Arthur who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; (d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained; 
(e) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Personal Data that Arthur processes for the Customer. In the event that a Data Subject sends such a request directly to Arthur, Arthur will promptly send such a request to the Customer;  
(f) assist the Customer in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators; 
(g) notify the Customer without undue delay on becoming aware of a Personal Data breach; 
(h) as soon as reasonably practicable on or after the date that is 60 days after the termination of the data processing services or upon the Customer’s reasonable request, anonymise all the Personal Data unless Data Protection Requirements prevent Arthur from anonymising all or part of the Personal Data disclosed. In such case, Arthur agrees to preserve the confidentiality of the Personal Data retained by it and that it will only actively process such Personal Data after such date in order to comply with applicable laws; 
(i) subject to clause 5 above assist with the retrieval of any Personal Data from Arthur up to but excluding the date that is 60 days after the termination of the data processing services; 
(j) maintain complete and accurate records and information to demonstrate its compliance with this clause 9 and allow for audits by the Customer or the Customer’s designated auditor;  
(k) inform the Customer immediately upon becoming aware of being asked to do anything that would infringe the Applicable Laws; and 
(l) assist the Customer upon request with any technical investigation in the event of any actual or suspected data breach at £180+vat per hour, or part thereof. Such technical investigation will be limited to 4 hours.  
9.6 The Customer acknowledges and agrees that, for the purposes of delivering, supporting, maintaining, or improving the Services provided under this Agreement, Arthur may share Personal Data with other companies within its Corporate Group (as defined in this Agreement). Such sharing will be limited to what is necessary for the relevant group entity to perform its role in connection with the Services as identified on the Order Form and will be carried out in accordance with UK GDPR and Arthur’s privacy policy. Arthur remains responsible for ensuring that any such group entity processes Personal Data in compliance with the terms of this Agreement and will be conducted in accordance with the UK GDPR. 
9.7 Arthur intends to engage Subprocessors to delegate part of its processing activities and the Customer consents to the appointment of those Subprocessors which are included in the list of Subprocessors Arthur maintains online (at such website address as Arthur may notify to the Customer from time to time) and Arthur must inform the Customer of any intended changes to this list which, for the avoidance of doubt, may be done via Arthur update emails.   
9.8 Arthur confirms that for those Subprocessors referred to in clause 9.7, it has entered or (as the case may be) will enter into a written agreement substantially on that Subprocessor’s standard terms of business with each agreement with a Subprocessor being in accordance with the Data Protection Requirements.  As between the Customer and Arthur, Arthur shall remain fully liable for all acts or omissions of any Subprocessor appointed by it pursuant to clause 9.7.    
9.9 The Customer acknowledges that Arthur’s system may integrate into other software systems that are owned by third-party data processors being systems that the Customer has contracted with for the provision of services.  Arthur, on receipt of instructions from the Customer, may transfer Personal Data to and otherwise interact with third-party data processors. The Customer agrees that if and to the extent such transfers occur, the Customer is responsible for entering into separate contractual arrangements with such third-party data processors binding them to comply with obligations in accordance with Data Protection Requirements. For the avoidance of doubt, such third-party data processors are not Subprocessors. 
9.10 The Customer acknowledges that AI Products may utilise machine learning, natural language processing, predictive analytics, or other intelligent algorithms to deliver personalised experiences, automate workflows, or generate recommendations. To the extent that the use of AI Products involves the processing of Personal Data, such Personal Data will be processed in accordance with the provisions of clause 9 of the Online Services Agreement (Data Transmission).  
9.11 The Customer grants Arthur a limited, non-exclusive license to copy, store, configure, perform, display, and transmit any information provided by its Authorised User on behalf of the Customer solely as necessary to provide the Services, to the Customer. The Customer shall retain all right, title, and interest in and to the applicable information (excluding Personal Data) and shall have sole responsibility for its legality, reliability, integrity, accuracy, and quality. 
9.12 The Customer acknowledges that, to facilitate communication between the Authorised User and the Engineer through the Service, Arthur will share personal data with the Engineer. This data will only be used for the purpose of facilitating the initial contact and will not be retained or processed beyond what is required for this introduction.  
9.13 The Customer and Arthur acknowledge that for the purposes of the Data Protection Legislation the responsibility for complying with a subject access request lies with the Customer as Data Controller. Arthur will pass on any subject access request to the Customer as soon as is reasonably practicable and will notify the Data Subject that has made the subject access request once this has been done. Where the Customer requests Arthur to assist with providing data for a subject access request, Arthur will charge for its time at £180+vat an hour, or part thereof. 
9.14 Arthur may, at any time on not less than 30 days’ notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement) provided that any such revised clause shall comply with the Data Protection Requirements.  
9.15 The identity of Arthur’s data protection officer (which may change from time to time) is set out in Arthur’s privacy policy and can be contacted at dp@aareon.com. 
9.16 Nothing in this clause 9 removes or precludes any of the Customer’s or Arthur’s obligations pursuant to the Data Protection Legislation.  
9.17 Arthur’s liability pursuant to this clause 9 is limited to £1,000,000 (one million pounds). 
9.18 All Personal Data shall be hosted on servers situated within the European Economic Area or such other area that is recognised as providing an adequate level of protection for such Personal Data.

10.  Termination 
10.1. If the Order Form provides that the Term is for an initial period (the “Initial Period”), it shall renew automatically for successive periods equal in length to the Initial Period (each a “Renewal Term”) unless terminated by either party giving no less than 90 days’ notice to the other prior to the end of the Initial Term or then-current Renewal Term (as applicable), such notice not to expire before the end of the Initial Term and/or during any Muti Year Agreement. Provided Always that the Customer may not serve notice at any time where they have not paid any Fee due under this Agreement. Notice under this clause is to be served (i) by the Customer to Arthur within the System or by such other method that Arthur has notified to the Customer from time to time, (ii) by Arthur to the Customer in writing. 
10.2 Notwithstanding clauses 10.1 above, Arthur may terminate this Agreement immediately (without prejudice to its other rights and remedies) within the System or by written notice to the Customer if the Customer (1) commits a material breach of its material obligations under the Agreement and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt of notice from Arthur or (2) becomes insolvent or unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986), proposes a voluntary arrangement or has a receiver, administrator or manager appointed over the whole or any part of its business or assets. 
10.3 The Customer acknowledges that upon notification to terminate the Services any discounts applicable at the time of the notification shall immediately cease. For the avoidance of any doubt, this means that the discount shall cease during any notice period and/or any agreed off-boarding period.

11.  Amendment 
11.1 Arthur may amend this Agreement at its discretion at any time.  In the event that it does so it will notify the Customer in advance.  If such changes are to the material detriment of the Customer, then the Customer may within ten Working Days of the effective date of such change terminate the Agreement with immediate effect by giving Arthur notice in writing. 
11.2 The Customer’s continued use of the Services after the expiry of ten Working Days of the effective date of any such changes referred to in clause 11.1 shall constitute the Customer’s acceptance of such changes.

12. Governing Law 
This Agreement shall be governed by and construed in accordance with the laws of England. The parties to this Agreement each irrevocably agree to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising in any way in relation to this Agreement.

13. Legal Costs 
The Customer agrees to pay Arthur’s legal costs and expenses in enforcing their rights under this Agreement on an indemnity basis.

14. Entire Agreement 
(a) This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements (written or oral) between the parties in relation to its subject matter. 
(b) Each party acknowledges that in entering into this Agreement it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance, or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. 
(c) Nothing in this clause shall limit or exclude any liability for fraud.

15 Intellectual Property 
15.1 The Customer acknowledges and agrees that all intellectual property rights in the Services, Documentation and anything developed, delivered, or updated from time to time under this Agreement, including any Generated Output (“Foreground IP”), vest exclusively in Arthur. Arthur grants the Customer a non‑exclusive, perpetual, non‑sublicensable licence to use the Foreground IP for its internal business purposes. For the avoidance of doubt, Arthur may create, derive, generate, use, and commercialise Anonymised and/or Aggregated Data (as defined in this Agreement), and all such Anonymised and/or Aggregated Data shall be owned exclusively by Arthur and shall not create any right, benefit, or entitlement for the Customer. 
15.2 Arthur does not warrant and the Customer acknowledges that the Generated Output will not infringe the rights, including Intellectual Property Rights, of any third parties. 
15.3 The Customer agrees not to modify, copy, reproduce, distribute, translate, adapt, or create derivative works of, decompile, disassemble, reverse‑engineer, or otherwise attempt to extract source code from the Services or any part of the Services (and, for the avoidance of doubt, these prohibitions include but are not limited to any review or analysis of data structures, algorithms, or similar materials produced by the Services). 
15.4 The Customer shall not access or use the Services, nor permit, enable or assist any third party to access or use the Services, for the purpose of building, supporting, or assisting any third party to build or support products or services that are competitive with Arthur, unless (in each case) applicable law prohibits such restriction or the Customer has obtained Arthur’s prior written consent. 
15.5 For the purposes of this clause 15.4, Arthur’s written consent is only valid if provided by a director of Arthur by letter addressed to the Customer. 
15.6 The Customer shall indemnify, defend and hold Arthur harmless from and against all costs, damages, liabilities, and losses arising directly or indirectly from the Customer’s breach of this clause 15.

16. VAT 
The Fees payable by the Customer under this Agreement are expressed to be exclusive of VAT and the Customer shall simultaneously pay any VAT chargeable in respect of all taxable supplies to it under this Agreement.

17. Assignment etc. 
17.1 Arthur may at any time assign, novate, charge, subcontract or deal in any other manner with any or all of its rights and obligations under this Agreement, provided it gives written notice to the Customer. 
17.2 The Customer may not assign this Agreement or give or transfer the services or an interest in them to another individual or entity and if the Customer grants a security interest in any portion of the Services, the secured party has no right to use or transfer the Services or the System.

18. Severance 
18.1 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. 
18.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.

19.No partnership or agency 
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

20. Documents 
To enable the Customer’s use of the System, Arthur has made available the Documentation and may also provide further documents from time to time for the Customer’s convenience. The Customer acknowledges and agrees that: 
(a) any such documents are provided as a starting point only; 
(b) Arthur does not represent that the Documentation or any documents are complete, accurate, or tailored to the Customer’s needs; and 
(c) no warranty is given by Arthur in relation to the Documentation and any further documents from time to time.

21. Limitations on Use 
21.1 Except as expressly provided for in this Agreement the Customer shall not modify, copy, reproduce, distribute, translate, adapt, or create derivative works of, decompile, disassemble, reverse‑engineer, or otherwise attempt to extract source code from the Services or any part of the Services (and, for the avoidance of doubt, these prohibitions include but are not limited to any review or analysis of data structures, algorithms, or similar materials produced by the Services) including but not limited to electronic, mechanical, photocopying, recording, or other means. 
21.2 Pursuant to this Agreement the Services are only being made available to the Customer and the Authorised Users that are authorised by the Customer. The Customer shall make every reasonable effort to prevent unauthorised third parties from accessing the Services.

22. Customer Logo and Name 
22.1 The Customer hereby grants to Arthur a non-exclusive licence to use the Customer's logo and name on its websites and general marketing materials for marketing purposes for the duration of the Term and for 1 month after the expiry of the Term. 
22.2 The Customer consents to Arthur using its Personal Data (being only the Authorised Users email address) to contact the Customer by electronic means with information about goods and services provided by Arthur or any affiliate from time to time of Arthur.

23. Counterparts 
This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.

24. Compliance 

Arthur is part of the Aareon Group which has implemented a range of compliance tools which can be found here https://www.aareon.com/compliance and as updated from time to time. The Customer acknowledges the requirement to comply and agrees to satisfy the compliance requirements as set out above.