PLEASE READ CAREFULLY BEFORE ACCESSING THE MARKETPLACE PLATFORM YOU SHOULD PRINT A COPY OF THESE TERMS FOR FUTURE REFERENCE
These terms (Terms) constitute a legal agreement between you (you) and Artos Systems Limited of Salisbury House, Unit 481-499, 29 Finsbury Circus, London, County, United Kingdom, EC2M 5SQ (us or we) for the use of Artos Marketplace, the web-based software platform (and all software comprised within the platform) that we offer to our clients to enable them to network with and buy and sell products and services via the platform from/to other users of the platform (Platform) together with all printed materials and online electronic documents relating to the Platform (“Documentation”). These Terms govern your use of the Platform and the Documentation. We remain the owner of the Platform, the Documentation and the software comprised within the Platform at all times.
IMPORTANT NOTICE TO ALL USERS:
- BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THESE TERMS WHICH WILL BIND YOU.
- IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST CLICK ON THE "REJECT" BUTTON BELOW AND YOU MAY NOT ACCESS THE MARKETPLACE PLATFORM.
- GRANT AND SCOPE OF TERMS
1.1 We provide the Platform and Documentation under licence to our clients. In providing you with an account or access link, we or our client may invite you to access the Platform and Documentation. We may permit our client to grant you access provided that such clients comply with certain restrictions.
1.2 You may use and access the Platform and Documentation in the ordinary course of your organisation's business and for business purposes only, subject to the restrictions below.
1.3 The use of the Platform may include:
1.3.1 Listing and sharing product information with other users of the platform.
1.3.2 Browsing the product information of other users of the platform.
1.3.3 Sharing potentially confidential financial information with other users of the platform (if you so decide).
1.3.4 Buying or selling products or entering into negotiations with other users of the platform.
- UPDATES TO THE PLATFORM AND CHANGES TO THESE TERMS
From time to time we may update the Platform and/or Documentation to improve performance, enhance functionality or address security issues.
2.2 We may post changes to these Terms via the Platform, and such changes shall be effective from the next time you use the Platform.
Except as expressly set out in these Terms or as permitted by any local law, you undertake:
3.1.1 not to copy the Platform and/or Documentation except where such copying is incidental to normal use of the Platform and/or Documentation, or where it is necessary for the purpose of back-up or operational security;
3.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform and/or Documentation;
3.1.3 not to make alterations to, or modifications of, the whole or any part of the Platform and/or Documentation, nor permit the Platform and/or Documentation or any part of either to be combined with, or become incorporated in, any other programs;
3.1.4 not to disassemble, decompile, reverse engineer or create derivative works based on the whole or any part of the Platform nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of the Platform with another software program or platform, and provided that the information obtained by you during such activities:
(a) is used only for the purpose of achieving interoperability of the Platform with another software program or platform; and
(b) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
(c) is not used to create any software and/or platform which is substantially similar to the Platform;
3.1.5 not to provide or otherwise make available the Platform and/or Documentation in whole or in part, in any form to any person without prior written consent from us; and
3.1.6 to comply with all applicable technology control or export laws and regulations.
- ACCEPTABLE USE RESTRICTIONS
4.1 You must:
4.1.1 not infringe our intellectual property rights or those of any third party in relation to your use of the Platform and/or Documentation, including by the submission of any material;
4.1.2 not transmit any material that is defamatory, unlawful, offensive or otherwise objectionable in relation to your use of the Platform;
4.1.3 not seek to sell or buy any products via the Platform and/or access, store, distribute or transmit any viruses, or any materials during the course of your use of the Platform that:
(a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitate illegal activity;
(c) depict sexually explicit images;
(d) promote unlawful violence;
(e) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) are otherwise illegal or cause damage or injury to any person or property;
4.1.4 not upload submit or send any information via the Platform which identifies another person (i.e. third party personal data) unless you are authorised by that person to do so;
4.1.5 ensure any data or information you upload, submit or send in connection with the Platform:(a) is accurate (where it states facts); (b) is genuinely held (where it states opinions); and (c) complies with applicable law in any country from which it is posted, and that you have all necessary permissions and consents to upload, submit or send such information;
4.1.6 not use the Platform and/or Documentation in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
4.1.7 not collect or harvest any information or data from the Platform and/or Documentation other than as necessary to make proper use of the Platform and/or Documentation; and
4.1.8 only use the interactive parts of the Platform in accordance with these Terms and our instructions from time to time. Whilst we will review and seek to monitor yours and other users’ use of the Platform, we are under no obligation to oversee, monitor or moderate any interactive service we provide in relation to the Platform, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of Terms.
- YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE
5.1 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party.
5.2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
5.3 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at firstname.lastname@example.org.
- INTELLECTUAL PROPERTY RIGHTS
6.1 You acknowledge that all intellectual property rights in the Platform and/or Documentation anywhere in the world belong to us, and that you have no rights in, or to, the Platform and/or Documentation other than the right to use them in accordance with these Terms.
6.2 You acknowledge that you have no right to have access to the Platform and/or Documentation in source code form.
- LIMITATION OF LIABILITY
7.1 Subject to condition 7.6, we shall have no liability of any kind in any circumstances whatsoever to you or your organisation in respect of the Platform and/or Documentation. We are not responsible for any loss, damage or cost resulting from any decisions that are made in reliance on the Platform and/or Documentation.
7.2 You acknowledge that the Platform and/or Documentation has not been developed to meet your individual requirements.
7.3 We only supply the Platform and/or Documentation for internal use by you for your organisation, and you agree not to use the Platform and/or Documentation for any re-sale purposes.
7.4 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Terms for:
7.4.1 loss of profits, sales, business, or revenue;
7.4.2 business interruption;
7.4.3 loss of anticipated savings;
7.4.4 loss or corruption of data or information;
7.4.5 loss of business opportunity, goodwill or reputation; where any of the losses set out in conditions 7.4.1 to condition 7.4.5 are direct or indirect; or
7.4.6 any special, indirect or consequential loss, damage, charges or expenses.
7.5 Notwithstanding the foregoing conditions 7.1 to 7.4, in the event that we shall be found liable to you or your organisation, our maximum aggregate liability under or in connection with these Terms whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £50. This maximum cap does not apply to condition 7.6.
7.6 Nothing in these Terms shall limit or exclude our liability for:
7.6.1 death or personal injury resulting from our negligence;
7.6.2 fraud or fraudulent misrepresentation;
7.6.3 any other liability that cannot be excluded or limited by English law.
7.7 These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Platform and Documentation. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Platform and Documentation which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
- SUSPENSION AND TERMINATION
8.1 In our sole discretion, we may remove content and/or suspend your user account and access to the Platform and/or Documentation if we believe you are using or have used the Platform and/or Documentation in breach of these Terms.
8.2 We may terminate our agreement with you under these Terms immediately by written notice to you if you commit a material or persistent breach of these Terms which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
8.3 On termination for any reason:
8.3.1 all rights granted to you under these Terms shall cease; and
8.3.2 you must immediately cease all activities authorised by these Terms.
- COMMUNICATIONS BETWEEN US
9.1 We may update these Terms at any time on notice to you in accordance with this condition 9. Your continued use of the Platform and/or Documentation following the deemed receipt and service of the notice under condition 9.3 shall constitute your acceptance of these Terms, as varied. If you do not wish to accept these Terms (as varied) you must immediately stop using and accessing the Platform and Documentation on the deemed receipt and service of the notice.
9.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided.
9.3 Note that any notice:
9.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
9.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
9.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
- EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms (including but not limited to any unavailability or reduced performance of the Platform) that is caused by any act or event beyond our reasonable control, including without limitation, failure of public or private telecommunications networks.
- HOW WE MAY USE YOUR PERSONAL INFORMATION
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Platform and/or Documentation and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in https://www.artos.io/legal and it is important that you read that information.
- OTHER IMPORTANT TERMS
12.1 We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms.
12.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
12.3 These Terms constitute the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms
12.4 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.
12.5 Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
12.6 These Terms, their subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.