Terms of Business

Version 3.0 | Last updated 18th June 2026, effective 1st July 2026

By accepting these Terms of Business (“Terms”) during your account registration or subscription process, or by accessing or using our Services, you confirm acceptance and agreement to these Terms as incorporated into a binding contract with ArtAML Limited on behalf of the company or business for which you are acting or, where you operate as a sole trader or unincorporated business, on your own behalf (“You” in all representations).

You represent and warrant that you have the right and authority (as well as the capacity — for example, you are of sufficient legal age) to act on behalf of and bind such entity (if any) and yourself.

These Terms are for businesses only. ArtAML’s Services are not intended for consumers. If you accept these Terms on behalf of a corporate buyer without authorisation to do so, you may assume personal liability for the obligations set out in these Terms.

If you do not agree to these Terms, please do not access or use our Services — and feel free to contact us at [email protected] if you have any questions before proceeding.

Defined words are set out in Appendix 1. Defined words are signalled by an initial capital letter. The words “we”, “you”, “including”, and “writing” are not capitalised but always carry their defined meaning.
Product-specific and Service-specific terms are set out in Appendix 2. Appendix 2 may be updated by ArtAML in accordance with clause 21.2.

ArtAML is committed to being a fair, transparent and accessible partner to the businesses we serve. These Terms are written to be as clear and plain as possible. If anything is unclear, please contact us — we are always happy to discuss.

1. Who We Are

1.1. We (“we”, “us” or “our”) are ArtAML Limited, a company incorporated in England and Wales with company registration number 11806741, with our registered address at 27 Old Gloucester Street, London WC1N 3AX. We are a specialist provider of anti-money laundering (“AML”) Services with a specific emphasis on the international art market. We exist to make AML compliance accessible and manageable for art market participants, wherever they are in the world.

1.2. Our website is www.artaml.com (“Website”). Our compliance platform is available at aml.art.

1.3. To get in touch: for new enquiries or subscription discussions, email [email protected] or call +44 203 488 2966. For technical support as an existing customer, email [email protected] or call +44 203 488 2966.

1.4. ArtAML seeks to build long-term relationships with clients based on accessibility, fairness, professionalism, transparency and trustworthiness. We aim to communicate clearly, treat clients fairly, and provide Services in a manner that reflects those principles. Nothing in these Terms limits our legal rights or obligations, but it is our intention to apply these Terms in a manner consistent with those values. ArtAML maintains public policies relating to accessibility, security, sustainability and responsible business practices, available on our Website.

1.5. We recognise that people engage with information in different ways and welcome feedback on how we can make our platform, communications and support more accessible and effective. Where reasonably practicable, we will seek to accommodate individual communication preferences and accessibility needs.

2. Our Services: Overview

2.1. Services are provided through various means including Software as a Service (“SaaS”), tailored commercial arrangements, referral with third-party delivery, and by other means as needed.

2.2. Our current Services include:
2.2.1. Customer Due Diligence (“CDD”) subscriptions — available on monthly or annual plans (Lite, Standard, Scale, Advanced).
2.2.2. Bundles — rolling 12-month contracts combining a CDD plan with AML Risk Assessment and Policy and AML Training. Available as standard Bundles (Essentials, Starter, Trade, Growth, Premier) or Bundle+ variants which include ArtAML™ Protection.
2.2.3. AML Training — online training courses available to individuals and teams.
2.2.4. AML Risk Assessment and Policy — available to businesses with a recurring CDD subscription or Bundle, or to start-up businesses as an initial purchase prior to requiring CDD.
2.2.5. ArtAML™ Protection — an add-on giving access to Intervention Support, SAR Submission, and Bank Audit Support. Available to businesses with a recurring CDD subscription or Bundle.
2.2.6. Add-ons — additional KYC verifications and additional user licences, available as add-ons to CDD subscriptions and Bundles. Add-ons may be added or adjusted at any time during a subscription period.
2.2.7. ArtAML™ Secure — a standalone monthly subscription providing secure document storage, sending and receiving, and sanctions screening.

2.3. Full terms for each Service, including cancellation and renewal mechanics, are set out in Appendix 2.

2.4. We reserve the right to amend, update or withdraw Services as may be necessary to reflect changes in applicable legislation, regulation, or operational requirements. Where feasible, we will give reasonable notice of material changes.

2.5. Larger organisations, businesses with multiple legal entities, clients with higher transaction volumes, screening volumes or compliance processing requirements, or clients with more complex compliance needs, may require a tailored commercial arrangement. ArtAML may offer customised pricing, increased KYC verification allowances, additional user licences, enhanced sanctions screening capacity, Integration Work, dedicated onboarding, or other bespoke arrangements. Any such arrangement will be agreed in writing and, where applicable, will take precedence over the standard pricing, usage allowances or Service terms published on the Website.

2.6. The Agreement is between ArtAML and the named Client entity only. Access to and use of the Services is limited to that entity’s own business activities. It is not permitted to use an ArtAML account to conduct CDD on behalf of, or to process personal data relating to, a separate legal entity — even one under common ownership or control — without a separate agreement with ArtAML. Where a business operates more than one legal entity requiring AML compliance, each entity requires its own ArtAML account and agreement. If you operate multiple entities and would like to discuss a multi-entity arrangement, please contact us at [email protected].

2.7. Where ArtAML agrees to carry out Integration Work, the scope, timeline and any applicable fees will be agreed in writing before work commences. These Terms apply to Integration Work unless a separate written agreement is put in place. ArtAML may carry out Integration Work at no charge in certain circumstances; the absence of a fee does not affect the application of these Terms or limit ArtAML’s rights in respect of the work carried out.

2.8. ArtAML provides compliance software, compliance support services, training, risk assessment tools, documentation assistance and related services. Unless expressly agreed in writing, ArtAML does not provide legal advice, legal representation, regulated legal services, tax advice, financial advice or regulatory advice. The Services are intended to assist Clients in managing compliance obligations but are not a substitute for obtaining advice from appropriately qualified professional advisers where required.

3. Buying Our Services

3.1. These Services are intended for businesses. By purchasing, you represent that:
3.1.1. you are legally capable of entering into binding contracts; and
3.1.2. if purchasing on behalf of a business or organisation, you are authorised to do so.

3.2. Our Terms of Business are available on the Plans and Pricing page of our Website and must be read before placing an order. By completing a purchase or ticking the acceptance box during sign-up, you confirm that you have read and agree to these Terms. Our Privacy Policy, Data Processing Agreement, and Platform Security Policy are also available on our Website.

3.3. To place an order: select your Service(s), provide the required information, and submit payment. In some cases, ArtAML may set up your subscription on your behalf. We can only act on information you provide — ensure it is accurate and complete. Payment is normally made by direct debit or debit/credit card. Bank transfer is available on invoice request; a £15 admin fee per invoice applies to clients registering from 1 July 2026.

3.4. We will acknowledge receipt of your order. Our acceptance occurs only when we send email confirmation with instructions for accessing Services. You may also receive separate notification from our payment processor confirming payment authorisation; this relates to payment only and does not constitute acceptance of your order.

3.5. We are entitled to refuse any order. If we do so, we will notify you promptly and refund any payment made.

3.6. The price applicable to your order will be the price at the time your order is submitted. Prices displayed on our Website are exclusive of VAT and applicable taxes. In the event of a pricing error on our Website, we reserve the right to cancel or correct the order; we will notify you promptly if this occurs.

3.7. The Subscription Term will be confirmed prior to your acceptance of a Subscription.

3.8. ArtAML may from time to time offer discounted pricing in the following circumstances:
3.8.1. Trade association discounts: Members of certain trade associations, professional bodies or industry organisations may be eligible for discounted pricing. Eligibility criteria and participating organisations are subject to change. Information about current arrangements is available on request.
3.8.2. Common ownership discount: Where two or more Client entities are under common ownership — meaning they share one or more Ultimate Beneficial Owners — each entity is eligible for a 10% discount across ArtAML’s products and services. The discount applies to new subscriptions, renewals, and the purchase of additional products from the date on which common ownership is confirmed to ArtAML in writing. It does not apply retrospectively to charges already invoiced or to subscription periods already in progress at the time common ownership is first notified. To register a common ownership arrangement, please contact us at [email protected].

4. Payment

4.1. Payment terms: Payment is due within 7 days of the invoice date.

4.2. Payment methods: Payment may be made by direct debit or debit / credit card. In exceptional circumstances, we will raise an invoice payable by bank transfer; a £15 administration fee applies per invoice for manual bank transfer payments.

4.3. Currencies: Prices are available in GBP (£), USD ($) and EUR (€). Other currencies on request. All prices are exclusive of VAT and applicable taxes.

4.4. Late payment: If you fail to pay by the due date, and the amount remains unpaid 7 days after written notice requesting payment, we may: (a) suspend or cancel the relevant Services; and (b) charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment. We will exercise this right reasonably and reserve it primarily for cases of persistent or material non-payment.

4.5. Price increases: For annual CDD subscriptions and Bundles, any price increase takes effect at renewal. We will give you no less than 30 days’ written notice before any price increase, which will be provided as part of our renewal notification under Appendix 2. For monthly plans, we will give no less than 30 days’ written notice of any price increase. Where a price increase applies to a monthly plan, we will offer affected monthly subscribers the option to switch to an annual plan at the pre-increase annual rate before the increase takes effect. For one-off Services, the price at the time of order applies; subsequent price changes affect future purchases only.

5. Term, Renewal and Cancellation

5.1. The Agreement commences on the Start Date and continues until terminated in accordance with these Terms.

5.2. Termination or cancellation by either party shall be in writing (see definition in Appendix 1).

5.3. The Agreement will terminate if: (a) either party gives notice in accordance with the notice period applicable to the relevant Service (see Appendix 2); (b) Services become unavailable — we will notify you and endeavour to assist you in finding alternatives, but are not obliged to provide substitute services; (c) you fail to pay amounts due within 7 days of written notice requesting payment; or (d) you are not authorised or not legally able to enter into an agreement with us.

5.4. Either party may terminate this Agreement immediately by written notice if the other party: (a) commits a material breach of this Agreement which is incapable of remedy; or (b) commits a material breach capable of remedy and fails to remedy that breach within 30 days of receiving written notice requiring it to do so. Notwithstanding the above, ArtAML may terminate immediately where the breach involves unauthorised use of the Services, misuse of personal data, or breach of clause 2.6 or clause 13.

5.5. Product-specific cancellation and renewal terms, including notice periods for CDD subscriptions, Bundles, ArtAML™ Protection and other Services, are set out in Appendix 2.

5.6. On termination, you must cease use of the Services and any access to the platform will be removed. Where applicable, your account data will be provided to you via secure file transfer. You will have 30 days to download your data and confirm receipt. On confirmation, or after 30 days if no confirmation is received, ArtAML will delete your Organisation and all associated personal data from the platform. ArtAML may extend the 30-day period on request at its discretion. Data retention obligations following termination are set out in our Data Processing Agreement, available at https://artaml.com/data-processing-agreement/. The Client remains solely responsible for complying with any statutory, regulatory or professional record-retention obligations applicable to its business following export of its data from the Services.

6. Suspension of Services

6.1. ArtAML may suspend access to the Services, in whole or in part, in the following circumstances: (a) you have failed to pay amounts due and the amount remains unpaid 7 days after written notice requesting payment; (b) you are in material breach of clause 2.6 (single legal entity) or clause 13 (Acceptable Use); (c) ArtAML has reasonable grounds to believe that the account is being used unlawfully or in a manner that creates risk of harm to ArtAML, other clients, or third parties; or (d) suspension is required to protect the security or integrity of the platform.

6.2. Except where immediate suspension is necessary to prevent harm or where required by law, ArtAML will give you written notice before suspending access and will allow a reasonable period to remedy the breach where it is capable of remedy.

6.3. Suspension does not terminate the Agreement. Fees continue to accrue during any period of suspension. ArtAML will restore access promptly once the circumstances giving rise to suspension have been resolved. Where suspension is subsequently found to have been imposed without valid grounds, ArtAML will credit any Fees accrued during the period of suspension.

7. Licence

7.1. Subject to the restrictions in these Terms, we grant you: (a) a non-exclusive licence to use the Services; and (b) a non-exclusive, non-transferable right to sub-licence Services to Authorised Users and Account Administrators solely during the Subscription Term.

7.2. You are responsible for maintaining the security and confidentiality of all login credentials issued to your Authorised Users and Account Administrators. You must ensure that Authorised Users do not share credentials and that access is promptly removed when an Authorised User leaves your organisation or no longer requires access. You must notify ArtAML in writing within 24 hours of becoming aware of any suspected or actual unauthorised access to your account. ArtAML shall not be liable for any loss or damage arising from unauthorised access resulting from your failure to maintain the security of login credentials.

8. Non-Use of Services

8.1. ArtAML’s Services are tools to support your compliance processes. The compliance outputs generated depend entirely on your active and accurate use of the platform.

8.2. Holding a subscription to ArtAML’s Services does not, in itself, constitute compliance with any AML legislation, regulation, or guidance applicable to your business. ArtAML accepts no liability arising from your failure to use the Services, your inadequate use of the Services, or your failure to incorporate the outputs of the Services into your compliance processes.

8.3. Where a business subscribes to ArtAML’s Services but does not use them, uses them in a manner inconsistent with the platform’s intended purpose, or fails to maintain its own compliance obligations under applicable AML legislation or regulation, ArtAML shall have no liability in respect of any resulting non-compliance, regulatory finding, or institutional requirement. Clients remain solely responsible for their compliance obligations at all times. This clause does not limit ArtAML’s liability where the non-compliance arises directly from a fault or failure in the Services themselves.

9. Intellectual Property Rights

9.1. All intellectual property rights in the Services are the property of or licensed to ArtAML. You shall have no rights in the Services other than as set out in these Terms.

9.2. You will own all IPR in information you submit to configure the Services for your unique use, and in all IPR you create.

9.3. We own all IPR in all other data included in the Services and in the Services themselves.

9.4. We shall not use your IPR for any purpose other than performance of our obligations under the Agreement without your prior written consent.

9.5. You shall not: copy, modify, reverse engineer, or create derivative works from the Services; use the Services to build a competing product; make the Services available to any third party except Authorised Users; or use outputs from the Services to create an offer substantially similar to our own.

9.6. The Services may include Open Source Components and/or licensed data; your rights in those components may be limited by their own terms of use.

9.7. We shall be entitled, for purposes of promoting our own business, to refer to and publicise the Services provided to you, provided we do not disclose any of your Confidential Information.

10. Indemnity

10.1. You shall indemnify ArtAML against all losses, liabilities, damages, costs and expenses (including reasonable legal costs) reasonably incurred by ArtAML arising directly from any third-party claim resulting from:
10.1.1. your breach of these Terms;
10.1.2. your unlawful use of the Services;
10.1.3. your infringement of any third-party rights; or
10.1.4. your failure to comply with applicable law or regulation in connection with your use of the Services.

10.2. ArtAML shall take reasonable steps to mitigate any loss for which indemnification is sought.

10.3. Subject to the liability limits in these Terms, we shall defend and indemnify you against any claim that the Services infringe a valid third-party intellectual property right, provided that: (a) we are given prompt notice; (b) you provide reasonable co-operation at our expense; and (c) we have sole authority to defend or settle the claim.

10.4. We shall have no liability for IPR claims arising from modification of the Services by you or a third party with your consent, use contrary to our instructions, or use after notice of alleged infringement.

10.5. Each party shall comply with its obligations under applicable Data Protection Legislation. Liability arising from data protection breaches shall be allocated between the parties in accordance with applicable law, including Articles 82(4) and 82(5) UK GDPR where applicable.

11. Warranties and Exclusions

11.1. We warrant that we have all necessary rights to provide the Services and will provide them with reasonable care and skill.

11.2. We do not warrant that outputs will be complete, accurate or timely in all circumstances, and we are not responsible for errors or delays arising from matters outside our reasonable control or from information you have provided.

11.3. All other warranties and conditions, whether express or implied by statute or common law, are excluded to the fullest extent permitted by applicable law, except as expressly set out in clause 11.1.

11.4. The results you obtain depend on the accuracy and completeness of information you input. We are not responsible for decisions made on the basis of outputs from the Services.

12. Limitation of Liability

12.1. Nothing in these Terms limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law.

12.2. No director, employee, agent or subcontractor of ArtAML shall have any personal liability arising out of or in connection with this Agreement. We operate as a limited liability company and you may have recourse only to the company.

12.3. Subject to clauses 12.1 and 12.2, ArtAML’s aggregate liability arising out of or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed the greater of:
12.3.1. the total Fees paid by the Client to ArtAML during the 12 months preceding the event giving rise to the claim; or
12.3.2. £10,000.

12.4. We are not liable for: loss of profits, loss of business, loss of anticipated savings, loss of data, loss of reputation, or any indirect or consequential loss, whether foreseeable or not.

12.5. You may request a higher liability cap; we will consider this subject to availability of insurance cover, and our fees may be adjusted accordingly.

13. Acceptable Use

13.1. You shall not permit Authorised Users or Account Administrators to access, store, distribute or transmit, via the Services or Asset Library, any material that is unlawful, harmful, threatening, defamatory, obscene, discriminatory, harassing, or that constitutes or may constitute a data protection breach, or which ArtAML reasonably considers to be unlawful, harmful, abusive, misleading, inconsistent with the intended purpose of the Services, or likely to expose ArtAML or any third party to legal, regulatory or reputational risk.

13.2. The Services must be used only for lawful purposes and in connection with the client’s own compliance obligations, including AML compliance, sanctions screening, proceeds of crime legislation, and equivalent laws in other jurisdictions as applicable to the client’s business. Clients who are based outside the UK or EU, or who use the Services on a voluntary basis, are responsible for determining whether their use of the Services satisfies their own legal or regulatory obligations. ArtAML does not warrant that the Services satisfy the requirements of any specific jurisdiction.

13.3. We reserve the right to disable access to any material in breach of this clause.

13.4. You shall not use the Services in breach of any applicable sanctions, export control, anti-money laundering, anti-terrorist financing or similar laws or regulations. ArtAML may suspend or terminate access where it reasonably believes continued provision of the Services would place ArtAML in breach of such laws or regulations.

14. Force Majeure

14.1. We shall not be in breach of these Terms for delays or failures caused by events beyond our reasonable control. We will notify you promptly of any such event. If the event continues for more than one month, we may terminate the Agreement on 14 days’ written notice and refund a pro-rata portion of prepaid Fees for the period after termination.

15. Service Availability, Maintenance and Support

15.1. We shall use reasonable endeavours to make the Services available 24 hours a day, 7 days a week, except for planned maintenance (minimum 24 hours’ notice) or unscheduled maintenance outside normal Business Hours where we have used reasonable endeavours to notify you in advance.

15.2. Support is provided during Business Hours (9am–6pm UK, Monday to Friday excluding UK public holidays). ArtAML is committed to providing the same standard of support to all clients regardless of subscription size.

15.3. Before contacting the team, we recommend consulting the Knowledge Base at www.knowledgebase.artaml.com and any applicable training materials.

15.4. ArtAML shall maintain reasonable and appropriate technical and organisational measures designed to protect the security, confidentiality, integrity and availability of Client data processed through the Services, taking into account the nature of the data processed and the risks associated with such processing. Further information regarding ArtAML’s security measures and compliance practices is available in our Platform Security Policy at https://www.artaml.com/platform-security-and-compliance-policy/.

15.5. Unless expressly agreed in writing, no specific service level agreement, uptime commitment or service credit regime applies to the Services.

16. Confidentiality

16.1. Each party may use the other’s Confidential Information only to perform its obligations under the Agreement, and shall not disclose it unless required by law or a competent authority. Obligations of confidentiality under this clause survive termination of the Agreement for a period of five years. In the event of any conflict between the Data Processing Agreement and any other provision of this Agreement, the Data Processing Agreement shall prevail in respect of the processing of personal data.

16.2. Each party may share Confidential Information with its personnel, advisers and representatives on a need-to-know basis, subject to equivalent confidentiality obligations.

16.3. Where a party is required by law, regulation or order of a competent authority to disclose Confidential Information, it shall, to the extent permitted by law, give the other party prompt written notice and cooperate with any reasonable request to limit the scope of disclosure.

17. Data Protection and Anti-Bribery

17.1. In providing the Services, ArtAML acts as data processor in respect of personal data processed on behalf of the Client (including CDD and KYC data). Where ArtAML processes data relating to platform accounts, billing, analytics and communications, it acts as a data controller in its own right. You shall comply with all applicable Data Protection Legislation in your capacity as data controller. Our Data Processing Agreement is incorporated into this Agreement by reference and is available at https://artaml.com/data-processing-agreement/.

17.2. We shall comply with the Bribery Act 2010 and all applicable anti-bribery legislation, and shall maintain adequate procedures as defined by section 7(2) of the Bribery Act.

18. Referral Arrangements

18.1. ArtAML may from time to time receive referral fees or commission from third-party providers whose services it recommends to clients. The existence of any such arrangement does not affect the objectivity of any recommendation made. ArtAML will disclose the existence of a referral arrangement on request.

19. Third-Party Services

19.1. ArtAML may from time to time refer clients to third-party providers of services that complement or relate to AML compliance. Any such third-party services are provided under and subject to that third party’s own terms and conditions. ArtAML has no liability for the delivery, quality, or availability of any third-party service, or for any act or omission of a third-party provider. Clients should satisfy themselves as to the suitability of any third-party service before engaging.

20. Notices

20.1. Notices under this Agreement shall be in writing and sent to the other party’s Authorised Persons or to the email address provided to ArtAML on acceptance of the Agreement.

20.2. This clause does not apply to notices given in legal proceedings.

21. Variation

21.1. No variation to this Agreement shall be valid unless in writing, referring to the Agreement and signed or executed by both parties.

21.2. ArtAML may update Appendix 2 from time to time subject to the following:
21.2.1. Changes that do not adversely affect the rights or entitlements of existing Clients under a current subscription, including the introduction of new Services or Service features, changes to product descriptions, platform functionality, support arrangements, operational processes or usage guidance, may take effect immediately upon publication on the Website.
21.2.2. Changes that adversely affect the rights or entitlements of existing Clients under a current subscription, including changes to pricing, subscription commitments, renewal rights, cancellation rights, usage limits, or the withdrawal of features to which a Client has subscribed, shall take effect no earlier than 30 days after written notice to affected Clients. Continued use of the affected Services following the effective date of a change constitutes acceptance of that change.

22. Assignment

22.1. You may not assign, subcontract or encumber any right or obligation under the Agreement without ArtAML’s prior written consent.

23. No Partnership

23.1. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

24. Acceptance

24.1. This Agreement comes into force when you complete a purchase or tick the acceptance box during sign-up. No physical or electronic signature is required for the Agreement to be binding.

25. Severance

25.1. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid. The remaining provisions shall continue in full force.

26. Waiver

26.1. Failure to exercise any right under this Agreement does not constitute a waiver of that right.

27. Third-Party Rights

27.1. No person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

28. Dispute Resolution

28.1. We take complaints seriously and aim to resolve any concern quickly and fairly. In the first instance, please contact us at [email protected] — most issues can be resolved without formal process.

28.2. The parties shall use reasonable efforts to resolve any dispute, disagreement or complaint through good-faith discussions and negotiation between senior representatives with authority to settle before commencing formal dispute resolution proceedings or exercising any formal contractual remedy (except where immediate action is reasonably necessary).

28.3. If unresolved by negotiation, disputes shall be referred to Alternative Dispute Resolution (“ADR”) using a procedure recommended by the Centre for Effective Dispute Resolution (“CEDR”), acceptable to both parties. If either party refuses ADR, or if the dispute is not resolved within 60 days of referral, either party may pursue legal proceedings.

29. Governing Law and Jurisdiction

29.1. This Agreement is governed by the law of England and Wales.

29.2. The courts of England have jurisdiction over any dispute arising out of or in connection with this Agreement. ArtAML also reserves the right to seek injunctive relief or other urgent remedies in any jurisdiction where necessary to protect its rights, Confidential Information or Intellectual Property Rights.

30. Entire Agreement

30.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the same subject matter.

30.2. Neither party has relied on any representation or warranty outside of this Agreement in entering into it.

30.3. Nothing in this clause limits liability for pre-contract fraudulent misrepresentation or fraudulent concealment.

Appendix 1: Definitions

In these Terms, the following words or phrases have the meanings set out below.

Account Administrator: nominated representatives (employees, third parties, agents or contractors) entitled to manage Authorised User accounts and escalate queries in relation to Services.

Agreement: the agreement constituted by your purchase of a Subscription or Service subject to these Terms, or for Integration Work, these Terms and any written scope agreed between the parties.

AMP: Art Market Participant — an obliged entity under the Fifth Money Laundering Directive, corresponding UK and EU legislation, and equivalent AML legislation in other jurisdictions.

ArtAML™ / we / us / our: ArtAML Limited, incorporated in England and Wales, company no. 11806741, registered address 27 Old Gloucester Street, London WC1N 3AX.

ArtAML™ Data Processing Agreement: the data processing agreement available at https://artaml.com/data-processing-agreement/, incorporated by reference into this Agreement.

ArtAML Representative: the designated ArtAML contact(s) with authority to bind ArtAML.

Asset Library: secure file storage provided as part of the Services.

Authorised Persons: relevant Client Representative(s) or ArtAML Representative(s).

Authorised Users: employees, affiliates, agents or contractors of the Client authorised to access or use the Services.

Business Day: Monday to Friday, excluding UK public holidays and days on which London banks are closed.

Business Hours: 9am–6pm (UK time) on each Business Day.

Client / you / your: the legal person purchasing Services and bound by these Terms.

Client Representative: designated contact(s) of the Client with authority to bind the Client and sign off Services.

Confidential Information: all information discovered by one party about the other through this Agreement relating to that party’s business, finances, personnel, customers, prospects, products or services; excluding information that is publicly available without breach of confidentiality.

Data Protection Legislation: UK GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); and all other applicable UK legislation and regulatory requirements relating to personal data.

Fees: the fees payable to ArtAML for the Services.

‘First Use’ and ‘First Used’: in relation to ArtAML™ Protection, the first occasion on which the Client submits a request for assistance under any of the three Protection services and that request is accepted and acted upon by ArtAML.

Initial Term: the initial fixed period of a Subscription, as confirmed at the time of purchase.

Input Material: materials (including IPR) provided by you or your Authorised Users or Account Administrators.

Integration Work: bespoke technical work carried out by ArtAML to connect the platform with a client’s systems or third-party services, as further described in clause 2.7.

Intellectual Property Rights / IPR: patents, inventions, copyright, moral rights, trademarks, service marks, trade names, domain names, design rights, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, including applications for any of the foregoing.

Open Source Component: IPR comprised in the Services that is not owned by ArtAML or the Client but is freely available for redistribution.

Output Material: information and results generated by the Services.

Renewal Period: each successive period following the Initial Term, as described in these Terms.

SaaS: ArtAML’s proprietary software-as-a-service platform for Art Market Participants and others.

Services: the products and services provided by ArtAML, including SaaS subscriptions, Bundles, AML Training, AML Risk Assessment and Policy, ArtAML™ Protection, ArtAML™ Secure, add-ons, and associated support services, as further described in Appendix 2.

Software: computer programs in source or object code form comprised in the Services.

Start Date: the date ArtAML issues the sales invoice for the relevant Service, or where no invoice precedes payment, the date payment is confirmed. For trial conversions, the Start Date is the date the invoice is issued on conversion to a paid subscription.

Subscription: the subscription(s) purchased pursuant to these Terms entitling the Client and its Authorised Users and Account Administrators to access and use the Services in accordance with the applicable Subscription Plan.

Subscription Plan: the subscription tier and user plan, including permitted number of Authorised Users, Account Administrators, and usage volumes, as agreed between ArtAML and the Client.

Subscription Term: the Initial Term and any Renewal Period.

Support Services: telephone, email, online or virtual support provided by ArtAML or its agents in support of your use of the Services.

Terms: these ArtAML Terms of Business, including Appendix 1 (Definitions) and Appendix 2 (Product and Service Terms).

Third-Party IP: any third-party intellectual property rights.

VAT: UK value added tax and any equivalent tax imposed outside the UK.

Website: https://www.artaml.com.

Writing / written: email correspondence, including to [email protected] or [email protected] or such other address as notified by ArtAML from time to time.

Appendix 2: Product and Service Terms

This Appendix sets out the specific terms applicable to each of ArtAML’s Services. It may be updated by ArtAML in accordance with clause 21.2 of the main Agreement. Capitalised terms have the meanings given in Appendix 1.

1. CDD Subscriptions

1.1. CDD subscriptions are available on monthly or annual billing cycles. The plan and billing cycle will be confirmed at the point of purchase.

1.2. Annual plans renew automatically at the end of each 12-month term unless either party gives written notice of cancellation at least 14 days before the renewal date. ArtAML will contact you no later than 30 days before your renewal date to confirm the upcoming renewal and any change in fees. If we fail to provide this notice, you may cancel at the renewal date without penalty.

1.3. Monthly plans operate on a rolling monthly basis and may be cancelled at any time. Cancellation takes effect at the end of the current billing month; no further charges will apply after that date and no refund will be due in respect of the current billing month.

1.4. Upgrade or downgrade between CDD tiers at any time; charges or credits will be applied on a pro-rata basis.

1.5. If you exceed the usage limits applicable to your plan, the following applies. For Lite and Standard CDD plans, and Essentials, Starter and Trade Bundles, you will be required to upgrade to the next subscription tier. For Scale and Advanced CDD plans, and Growth and Premier Bundles, additional KYC verifications may be purchased as an add-on without requiring a tier upgrade. Additional user licences may be added to the Advanced CDD plan and Premier Bundle without requiring a tier upgrade. In all cases, ArtAML will notify you before any upgrade takes effect. By subscribing to a plan or Bundle, you accept that ArtAML may require an upgrade in the circumstances described in this clause.

1.6. ArtAML undertakes an annual review of each client’s subscription to assess whether the plan or Bundle remains the right fit. We may recommend an upgrade, downgrade or no change; any change requires your agreement. Annual check-in calls are available to keep clients informed of platform updates and relevant compliance developments.

1.7. Sanctions screening is included within this Service for ordinary compliance use. No usage limit currently applies. ArtAML reserves the right to introduce a maximum number of sanctions screenings per billing period by giving at least 30 days’ written notice.
1.7.1. Where a Client’s sanctions screening volumes are unusually high, operationally intensive, automated, integrated into business workflows, or otherwise materially exceed typical usage patterns for the relevant Service or Subscription Plan, ArtAML may require the Client to move to a tailored commercial arrangement, purchase additional screening capacity, or pay additional charges. ArtAML will discuss any such requirement with the Client in advance and will not impose additional charges retrospectively.
1.7.2. Where a usage limit is introduced, or where a tailored commercial arrangement applies, use in excess of the agreed allowance may be subject to an additional per-screening charge or to suspension of screening access until the next billing period, as ArtAML determines. Any applicable charge will be confirmed in writing.

2. AML Training

2.1. AML Training is available as a standalone purchase.

2.2. Training is delivered online. Upon payment and acceptance of your order, access to training materials will be provided.

2.3. Access to training materials is provided for a period of 12 months from the invoice date. Where training is purchased as an annual subscription, access renews automatically on the same terms. Where training is purchased as a one-off, access expires at the end of the 12-month period; a new purchase is required to access any updated course. Training content updates automatically to the current version during the access period.

2.4. Access to training materials is provided through your ArtAML account. Training-only accounts hold login credentials and training completion records only; they do not hold CDD or KYC personal data relating to third parties. Access ends on account closure. Accounts with no login activity for 36 consecutive months will be treated as dormant. ArtAML will give 30 days’ written notice before closing a dormant account, during which time you may reactivate your account by logging in.

2.5. Where a Bundle includes AML Training, a training licence is included for each subscription year. Training licences that are not used during a subscription year do not expire and do not generate a credit or refund. Unused licences accumulate and remain available for use for the duration of the Bundle subscription. We encourage clients to make use of their training licences — AML training is a regulatory requirement for Art Market Participants, and our platform will always reflect the most current course content.

3. AML Risk Assessment and Policy

3.1. This Service is available to businesses with a recurring CDD subscription or Bundle, or to start-up businesses as a standalone initial purchase prior to commencing CDD. Where AML Risk Assessment and Policy is purchased before a CDD subscription or Bundle, the client agrees as a condition of purchase to procure a CDD subscription or Bundle from ArtAML before using any CDD solution, as the Policies, Controls and Procedures are prepared specifically by reference to ArtAML’s platform (aml.art) and incorporate platform-specific guidance and screenshots throughout; they cannot be made compatible with any other CDD solution. ArtAML accepts no liability for any regulatory finding arising from a client’s failure to comply with this condition. ArtAML reserves the right to decline to deliver PCPs where it is not satisfied that these conditions can be met.

3.2. Where AML Risk Assessment and Policy is purchased on a payment plan, the agreed payment schedule will be confirmed in writing at the time of purchase. Delivery of the Risk Assessment and Policy, including PCPs where applicable, will commence on receipt of the first payment and will be completed in accordance with the agreed delivery timeline. ArtAML reserves the right to pause delivery if payments fall into arrears.

3.3. Where AML Risk Assessment and Policy is purchased by a business with an active CDD subscription or Bundle, the full service is delivered, comprising both the Risk Assessment and corresponding Policies, Controls and Procedures (“PCPs”). PCPs are prepared by reference to ArtAML’s platform and require an active CDD subscription or Bundle; they will not be developed for businesses not using ArtAML™ for CDD. Where AML Risk Assessment and Policy is purchased as a standalone product by a business without a CDD subscription, the Risk Assessment only will be delivered. Where a client’s CDD subscription or Bundle lapses or is cancelled following prior delivery of AML Risk Assessment and Policy, subsequent updates to the Risk Assessment may be purchased as a standalone product; updates to PCPs will not be provided unless a CDD subscription or Bundle is reinstated.

4. ArtAML™ Secure

4.1. ArtAML™ Secure is a standalone monthly subscription providing secure document storage, sending and receiving, and sanctions screening.

4.2. ArtAML™ Secure may be cancelled at any time. Cancellation takes effect at the end of the current billing month; no further charges will apply after that date and no refund will be due in respect of the current billing month.

4.3. Sanctions screening is included within ArtAML™ Secure. The sanctions screening terms at Appendix 2, clause 1.7 apply equally to ArtAML™ Secure.

5. Bundles

5.1. Bundles are rolling 12-month contracts that include a CDD plan, AML Risk Assessment and Policy, and AML Training, payable monthly or annually. The 12-month commitment applies regardless of payment frequency. Bundle+ variants also include ArtAML™ Protection. The specific Bundle applicable to your subscription is confirmed at the point of purchase. Current Bundles are: Essentials (available offline only); Starter (includes Lite CDD plan); Trade (includes Standard CDD plan); Growth (includes Scale CDD plan); and Premier (includes Advanced CDD plan).

5.2. A Bundle is a single package. It is not possible to cancel individual components within a Bundle without cancelling the Bundle in its entirety.

5.3. Bundles renew automatically at the end of each 12-month term. To cancel, you must give at least 14 days’ written notice before the renewal date. ArtAML will notify you of your upcoming renewal date no later than 30 days before it falls due. If we fail to provide this notice, you may cancel at the renewal date without penalty.

5.4. If a Bundle is cancelled part-way through a 12-month term, the fees for the remainder of that term remain payable. This reflects that certain Bundle components, including AML Risk Assessment and Policy, are delivered at the outset of the subscription year. Access to the platform will continue until the end of the current 12-month term, after which it will be removed. ArtAML may, at its sole discretion, agree alternative arrangements where exceptional circumstances apply.

5.5. ArtAML™ Protection included in a Bundle+ is subject to the terms at Appendix 2, clause 6.

5.6. Sanctions screening is included within Bundles through the included CDD subscription. The sanctions screening terms at Appendix 2, clause 1.7 apply equally to Bundles.

5.7. Where a client converts from standalone CDD and AML Risk Assessment and Policy products to a Bundle, and the standalone AML Risk Assessment and Policy purchase has a remaining validity period at the date of conversion, ArtAML will apply a pro-rata credit for the unexpired portion of that purchase. The credit is calculated on a daily basis for the period from the Bundle Start Date to the original expiry date of the standalone AML Risk Assessment and Policy. The credit will be applied to the first Bundle invoice, or where the Bundle is paid monthly, against successive monthly invoices until the credit is exhausted. This credit applies to conversions from standalone products only and does not apply to upgrades between Bundles.

6. ArtAML™ Protection

6.1. ArtAML™ Protection is available as an add-on to a CDD subscription or Bundle. It provides access to Intervention Support, SAR Submission Support and Bank Audit Support during the subscription period.

6.2. ArtAML™ Protection is intended to provide reasonable assistance in relation to compliance matters arising in the ordinary course of the Client’s business. Unless expressly agreed otherwise in writing, Protection does not include ongoing consultancy engagements, legal advice, attendance at regulatory interviews, litigation support, expert witness services, or any service requiring substantial work outside the ordinary scope of the offering.

6.3. ArtAML reserves the right to introduce fair usage limits or additional charges where requests are excessive, unusually complex, or outside the ordinary scope of the service, provided reasonable written notice is given.

6.4. Where ArtAML™ Protection is added to a monthly CDD subscription, a minimum term of 12 months applies from the date on which any of the Protection services is First Used. Where Protection has not been used, either party may remove it on 14 days’ written notice at any time. Following the minimum term, either party may remove ArtAML™ Protection by giving at least 14 days’ written notice.

6.5. Where ArtAML™ Protection is added to an annual CDD subscription or a Bundle, it renews automatically at each annual renewal. Where Protection has not been used during the current subscription period, either party may remove it at renewal on 14 days’ written notice before the renewal date. Where Protection has been used, the 12-month minimum term at Appendix 2, clause 6.4 applies from the date of First Use, and removal is subject to that minimum being satisfied.

6.6. If the underlying CDD subscription or Bundle lapses or is cancelled, ArtAML™ Protection will also lapse.

6.7. Where ArtAML™ Protection is included as part of a Bundle+, the renewal and cancellation terms in Appendix 2, clause 5.3 apply to the Bundle as a whole.

7. Trials

7.1. ArtAML may offer prospective clients a trial period of access to the platform, typically 10 days, and extendable at ArtAML’s discretion. Trial access is subject to these Terms and to the Data Processing Agreement from the first day of the trial. No charge applies during the trial period.

7.2. If a trial converts to a paid subscription, the Subscription Term commences on the date ArtAML issues the invoice. Access and data uploaded during the trial carry over to the active subscription.

7.3. If a trial does not convert, access is suspended at the end of the trial period. ArtAML will provide the client with a secure transfer of any data uploaded during the trial. The client has 30 days to download their data (including to satisfy any MLR retention obligations) and confirm receipt. ArtAML will then delete the Organisation and all associated personal data from the platform. If no confirmation is received within 30 days, ArtAML will proceed with deletion in any event. ArtAML may extend the 30-day period on request at its discretion.

7.4. A client who undertook a trial but did not convert may sign up at a later date. As trial data will have been deleted in accordance with Appendix 2, clause 7.3, a returning client will need to create a new account and subscription. Previous trial access does not carry any credit or obligation on either party.

8. Seasonal and Periodic Subscriptions

8.1. ArtAML recognises that some clients operate on a seasonal or periodic basis and may subscribe for short periods aligned to specific events, art fairs or trading seasons. Monthly CDD subscriptions are available without minimum commitment and are well-suited to these arrangements. Clients on a seasonal or periodic basis are fully covered by these Terms during any active subscription period.

8.2. Where a seasonal client does not intend to return to the platform, clause 5.6 of the main Agreement applies in the usual way — account data will be transferred securely and the Organisation deleted following confirmation.

8.3. Where a seasonal client expects to return, ArtAML will retain their data on the platform in accordance with the Data Processing Agreement for the duration of the applicable retention period, including the five-year retention period required under the Money Laundering Regulations where applicable. Clients who are uncertain about their future requirements are welcome to contact us to discuss the most appropriate arrangement.