SaaS Terms of Service

Thank you for choosing ART Software.

These SaaS Terms of Use set out how we work together when you subscribe to and use the ART Software app.

Last updated: 12 October 2026

IMPORTANT – PLEASE READ THESE TERMS CAREFULLY

These SaaS Terms of Use (Terms) govern Your access to and use of the ART Software app for Sitecore (App) and the related Services. They form a binding agreement between ART Software Pty Ltd (ACN 701 376 285) of Suite 9, 1-7 Albion Place, Sydney, NSW 2000 (ART Software, we, us or our) and the organisation that subscribes to, installs, accesses or uses the App (You or Your).

By ticking the box or clicking “I accept” (or a similar button) during installation or onboarding, completing a subscription purchase, or installing, accessing or using the App, You agree to be bound by these Terms. If You do not agree to these Terms, You must not install, access or use the App.

If You are accepting these Terms on behalf of an organisation, You confirm that You have authority to bind that organisation, and references to “You” are to that organisation.

The Fees for each Subscription Plan, and the Support included in each Subscription Plan, are set out on the Website, on the pages identified in clause 1.3.

1. Definitions and Interpretation

1.1 Definitions

In these Terms, unless the context otherwise requires:

Acceptance Date means the date on which You accept these Terms in accordance with clause 2.1.

Acceptance Record has the meaning given in clause 2.3.

App means the ART Software software application for Sitecore that enables organisations to create, manage and deploy structured data in the form of JSON-LD Schema.org markup and knowledge graph entity mapping, to support answer engine optimisation (AEO), visibility in artificial intelligence engines and search engine optimisation, and includes any updates, upgrades, new versions, modules and Documentation made available by ART Software from time to time.

Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Authorised User means an individual who has access to Your Sitecore Environment and who accesses or uses the App on Your behalf.

Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.

Client Data means all data, content and information (including any Personal Information) in Your Sitecore Environment, or otherwise made available by You or Your Authorised Users, that the App accesses, processes or interacts with, but excludes Usage Data.

Confidential Information has the meaning given in clause 12.1.

Consequential Loss means any loss of profits, revenue, business, opportunity, goodwill, reputation or anticipated savings, and any indirect, special or consequential loss or damage, however arising.

Documentation means the user guides, onboarding materials, help content and other documentation for the App made available by ART Software from time to time.

Fees means the fees for Your Subscription Plan as displayed on the Pricing Page (or at checkout) at the time of Your purchase, as varied in accordance with clause 8.8, and any other amounts payable under these Terms.

Intellectual Property means copyrights, patents, trade marks, service marks, trade names, designs, source code, databases and similar industrial, commercial and intellectual property (whether registered or not and whether protected by statute or not, and including know-how).

Licence Identifier means the unique Sitecore organisation identifier or Sitecore project identifier (as applicable to Your Subscription Plan) generated by Sitecore and associated with Your subscription.

Marketplace means the Sitecore Marketplace, or any other marketplace or channel through which ART Software makes the App available from time to time.

Output means the JSON-LD structured data, Schema.org markup, entity mappings and other output generated by or through the App using Client Data.

Payment Processor means Stripe, Inc. and its affiliates (Stripe), or any other third-party payment processor nominated by ART Software from time to time.

Personal Information has the meaning given in the Privacy Act 1988 (Cth) and includes “personal data” as defined in any other applicable Privacy Law.

Pricing Page has the meaning given in clause 1.3.

Privacy Laws means the Privacy Act 1988 (Cth) (including the Australian Privacy Principles), the EU General Data Protection Regulation (GDPR), the GDPR as it forms part of the law of the United Kingdom (UK GDPR), and any other law relating to privacy or data protection that applies to a party.

Privacy Policy means ART Software’s privacy policy, available at the location set out in clause 1.3, as updated from time to time.

Project means a project within a Sitecore organisation, as defined and configured within Sitecore.

Services means the provision of access to and use of the App, together with hosting, maintenance, updates and Support, as described in these Terms.

Sitecore means the Sitecore digital experience platform and related products and services provided by Sitecore or its affiliates and, where the context requires, the relevant Sitecore entity.

Sitecore Environment means Your Sitecore organisation, tenant, Projects, sites and content, which are licensed to You by Sitecore under Your own agreement with Sitecore.

Subscription Period means each monthly or annual period (as applicable to Your billing cycle) for which You have paid, or are required to pay, Fees.

Subscription Plan means the subscription plan selected by You from the plans described on the Pricing Page, being either a Project Licence or an Organisation Licence (as described in clause 3.2).

Support means the support services included in Your Subscription Plan, as described on the Support Page.

Support Page has the meaning given in clause 1.3.

Term has the meaning given in clause 10.1.

Third-Party Services means products, services, platforms or content provided by third parties (including Sitecore, the Marketplace, the Payment Processor, search engines and AI engines) that are not provided by ART Software.

Usage Data has the meaning given in clause 11.5.

Website means ART Software’s website, at the address set out in clause 1.3.

1.2 Interpretation

In these Terms, unless the context otherwise requires:

    (a) a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;

    (b) the singular includes the plural and vice versa;

    (c) a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;

    (d) a reference to a clause is to a clause of these Terms;

    (e) a reference to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time;

    (f) a reference to a party includes that party’s successors and permitted assigns;

    (g) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

    (h) the words “including”, “includes” and similar expressions are not words of limitation;

    (i) a reference to time is to local time in Sydney, New South Wales, Australia; and

    (j) a reference to “US$” or “USD$” is to United States dollars and a reference to “A$” or “AUD$” is to Australian dollars.

1.3 Website pages and contact details

The following pages of the Website and contact details are referred to in, and (where stated) form part of, these Terms:

1.4 The Pricing Page and the Support Page, as they apply to Your Subscription Plan at the time of Your purchase or renewal, form part of these Terms. ART Software may update the Website from time to time, but any change to the Fees takes effect only in accordance with clause 8.8, and ART Software will not materially reduce the Support included in Your Subscription Plan during a Subscription Period for which You have paid.

2. Acceptance and Authority

2.1 You accept these Terms when You (or an Authorised User on Your behalf) tick the acceptance box or click “I accept” (or a similar button) during installation or onboarding of the App, complete a subscription purchase, or first install, access or use the App, whichever occurs first (Acceptance Date).

2.2 The individual who accepts these Terms on Your behalf warrants that they have authority to bind You to these Terms.

2.3 ART Software will keep a record of Your acceptance of these Terms, including the version of these Terms accepted, the date and time of acceptance, Your Licence Identifier (in hashed form), Your Subscription Plan, Your organisation name and the name and email address of the individual who accepted these Terms on Your behalf (Acceptance Record). The Acceptance Record is evidence of Your acceptance of these Terms.

2.4 The App is supplied for business use only. By accepting these Terms, You confirm that You are acquiring the Services for the purposes of a business and not for personal, domestic or household use.

2.5 Changes to these Terms

    (a) ART Software may amend these Terms from time to time by giving You at least 30 days’ notice by email to Your billing contact, through the App or by publishing a notice on the Website. Unless clause 2.5(c) applies, amended Terms take effect from the start of Your next Subscription Period after the notice period ends.

    (b) If an amendment is materially detrimental to You, You may cancel Your subscription by notice to ART Software before the amendment takes effect, in which case ART Software will refund any prepaid Fees for the unused portion of the current Subscription Period.

    (c) Amendments that are required by law, or that are not detrimental to You (such as corrections or clarifications), may take effect on publication.

3. Subscription and Licence

3.1 Subject to these Terms and payment of the Fees, ART Software grants You a non-exclusive, non-transferable, non-sublicensable licence for the Term to install the App in Your Sitecore Environment and to permit Your Authorised Users to access and use the App and the Documentation for Your internal business purposes, within the scope of Your Subscription Plan.

3.2 The scope of Your licence depends on Your Subscription Plan:

    (a) a Project Licence permits use of the App in connection with a single Project, identified by its Licence Identifier; and

    (b) an Organisation Licence permits use of the App in connection with all Projects and sites within the Sitecore organisation identified by its Licence Identifier.

3.3 You must not use the App in connection with any Project or Sitecore organisation that is not covered by Your Subscription Plan. If You wish to use the App for additional Projects, You must purchase additional Project Licences or upgrade to an Organisation Licence.

3.4 Access to the App is authenticated through Sitecore. ART Software does not issue separate login credentials. You are responsible for managing who has access to Your Sitecore Environment (and therefore the App), and for all activity carried out through the App by Your Authorised Users.

3.5 ART Software may use technical measures, including verification of Your Licence Identifier, to confirm that Your use of the App is within the scope of Your Subscription Plan.

4. The Services and Support

4.1 ART Software will use commercially reasonable efforts to provide the Services in accordance with these Terms.

4.2 The App is hosted by ART Software or its hosting and technology service providers, which may include PING Works Pty Ltd and Microsoft Azure (Southeast Asia, West US and West Europe). Your content and the publishing of Your content (including published Output) remain within Your Sitecore Environment.

4.3 Updates to the App are applied automatically. ART Software may modify, enhance or replace features of the App from time to time, provided that it does not materially reduce the core functionality of the App during a Subscription Period for which You have paid.

4.4 The Services may be temporarily unavailable for scheduled maintenance, emergency maintenance or because of causes beyond ART Software’s reasonable control. ART Software will use reasonable efforts to give You advance notice of scheduled maintenance that is likely to materially affect Your use of the App.

4.5 ART Software will provide the Support included in Your Subscription Plan, as described on the Support Page.

4.6 During onboarding You may be offered the option to subscribe to product updates, release notes, strategy content and other marketing communications. Subscribing is optional and is not a condition of using the App.

5. Sitecore and Third-Party Services

5.1 You must obtain and maintain, at Your own cost, a valid subscription to Sitecore and to any other Third-Party Services required to use the App. Your use of Sitecore and the Marketplace is governed by Your agreements with Sitecore, and ART Software is not a party to those agreements.

5.2 ART Software does not control, and is not responsible for, any Third-Party Services, including their availability, performance, security, interfaces or changes. Changes made by Sitecore to its platform, interfaces or Marketplace may affect the functionality of the App. ART Software will use reasonable efforts to adapt the App to such changes but is not liable for any interruption or loss of functionality caused by them.

5.3 Search engines and AI engines (including those operated by Google, Microsoft, OpenAI, Anthropic and Perplexity) are Third-Party Services. ART Software has no control over how those services crawl, interpret, use or display structured data.

5.4 ART Software is independent of Sitecore. Unless expressly stated otherwise, ART Software is not endorsed by or affiliated with Sitecore. “Sitecore” is a trade mark of its owner.

6. Your Responsibilities and Restrictions

6.1 Except as permitted by the Copyright Act 1968 (Cth) or other law that cannot be excluded, or as agreed in writing by ART Software, You must not (and must ensure Your Authorised Users do not):

    (a) modify the App or merge any aspect of the App with another program, or reverse engineer, decompile, copy, reproduce, create derivative works from, frame, download, display, transmit or distribute any part of the App, its source code or the Documentation;

    (b) licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the App or the Services, or make the App available to any third party (other than Your Authorised Users);

    (c) use the App in connection with any Project or Sitecore organisation not covered by Your Subscription Plan, or attempt to circumvent any licensing, verification or security mechanism of the App;

    (d) engage in unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of the App or to breach its security or authentication measures;

    (e) use the App to access, store, distribute or transmit any virus, worm, trojan or other malicious code, or any material that is unlawful, misleading, defamatory, infringing or otherwise in breach of the rights of any third party;

    (f) use the App to build or assist in building a competing product or service; or

    (g) use the App in breach of these Terms or any applicable law.

6.2 You are responsible for:

    (a) the accuracy, quality and lawfulness of Client Data, and for having all rights, licences and consents necessary for ART Software to process Client Data as contemplated by these Terms;

    (b) reviewing and approving Output before it is published, and ensuring that published structured data accurately reflects the content of Your web pages and complies with applicable laws (including laws against misleading or deceptive conduct) and the guidelines of relevant search engines and AI engines;

    (c) obtaining and maintaining the equipment, Sitecore subscriptions, software, networks and ancillary services needed to access and use the App, and maintaining the security of Your Sitecore Environment; and

    (d) maintaining appropriate backups of Your Sitecore Environment and Client Data.

6.3 If You breach this clause 6, ART Software may, acting reasonably and (where practicable) after giving You notice and an opportunity to remedy the breach, suspend Your access to the App in accordance with clause 10.2.

7. No Guarantee of Results

7.1 AEO and search engine optimisation outcomes depend on many factors outside ART Software’s control, including the algorithms, policies and practices of search engines and AI engines, which change frequently. ART Software does not guarantee any particular ranking, visibility, citation, traffic, rich result, inclusion in AI-generated answers or other commercial outcome from Your use of the App.

7.2 Any strategy guidance, recommendations, templates or frameworks provided in the App or the Documentation are general in nature and do not constitute professional advice tailored to Your circumstances. ART Software does not provide legal, taxation or accounting advice.

8. Fees and Payment

8.1 You must pay the Fees for Your Subscription Plan in advance for each Subscription Period. The Fees, billing options and any discount for annual billing are set out on the Pricing Page. If the Fees displayed at checkout differ from the Pricing Page, the Fees displayed at checkout apply. All payments are processed by the Payment Processor.

8.2 Monthly billing: if You choose monthly billing, You must pay by credit card. Your card will be charged automatically at the start of each monthly Subscription Period.

8.3 Annual billing: if You choose annual billing, You may pay by credit card or request an invoice through the Payment Processor. Invoices must be paid within 30 days of the invoice date. Access to the App will be provisioned on receipt of payment.

8.4 You authorise ART Software and the Payment Processor to charge Your nominated payment method for the Fees on a recurring basis at the start of each Subscription Period until Your subscription is cancelled. Payment processing is subject to the Payment Processor’s terms. ART Software does not store Your full payment card details.

8.5 Taxes: the Fees are exclusive of GST, VAT, sales tax and any similar taxes. Applicable taxes are calculated (through the Payment Processor) based on Your billing location and the tax registration details You provide, and are added to the Fees. You must provide accurate and complete billing and tax registration information. If You are required by law to withhold any tax from a payment, You must increase the amount paid so that ART Software receives the amount it would have received had no withholding been required.

8.6 Currency: unless stated otherwise, all Fees are in US dollars. You are responsible for any bank fees, currency conversion costs or charges imposed by Your card issuer.

8.7 Late or failed payment: if a payment fails or an invoice is overdue, ART Software will notify You. If the amount is not paid within 7 days of that notice, ART Software may suspend Your access to the App until payment is received. Overdue amounts accrue interest at 5% per annum, calculated daily, or the maximum rate permitted by law, whichever is lower.

8.8 Changes to Fees: ART Software may change the Fees by giving You at least 30 days’ notice. Any change takes effect from the start of Your next Subscription Period after the notice period ends. If You do not agree to the change, You may cancel Your subscription before it takes effect.

8.9 Billing disputes: if You believe You have been billed incorrectly, You must notify ART Software in writing at the Billing Email within 60 days of the relevant charge or invoice. You must pay any undisputed amount by its due date.

9. Cancellation and Refunds

9.1 You may cancel Your subscription at any time through the billing portal or by emailing the Billing Email.

9.2 Cancellation takes effect at the end of the then-current Subscription Period. Your subscription remains active, and You may continue to use the App, until the end of that Subscription Period, after which You will not be charged any further Fees.

9.3 Except as expressly set out in these Terms or as required by law (including the Australian Consumer Law), Fees are non-refundable, and ART Software does not provide refunds or credits for any partial Subscription Period, unused time, or any period in which You did not use the App. This applies to both monthly and annual Subscription Periods.

9.4 If You upgrade from a Project Licence to an Organisation Licence during a Subscription Period, the upgrade takes effect immediately and You will be charged a pro-rated amount for the remainder of the current Subscription Period. A downgrade takes effect from the start of the next Subscription Period.

10. Term, Suspension and Termination

10.1 These Terms commence on the Acceptance Date and continue until Your subscription is cancelled or these Terms are terminated in accordance with this clause 10 (Term). Your subscription renews automatically for successive Subscription Periods of the same length unless You cancel it before the end of the then-current Subscription Period.

10.2 Suspension: ART Software may suspend Your access to the App, on notice to You, if:

    (a) any Fees remain unpaid after the period specified in clause 8.7;

    (b) ART Software reasonably considers that Your use of the App poses a security risk, or may cause harm to the App, ART Software or any third party;

    (c) You breach clause 6 and (where the breach can be remedied) fail to remedy it within a reasonable period after notice; or

    (d) suspension is required by law or by Sitecore.

ART Software will restore Your access promptly once the cause of the suspension has been resolved.

10.3 Termination for breach or insolvency: either party may terminate these Terms by written notice to the other party if the other party:

    (a) materially breaches these Terms and fails to remedy the breach within 30 days of receiving written notice of it; or

    (b) becomes insolvent, enters into administration, liquidation or receivership, or makes an arrangement with its creditors, to the extent termination for that reason is permitted by law.

10.4 Discontinuation: ART Software may discontinue the App by giving You at least 90 days’ notice, in which case ART Software will refund any prepaid Fees for the portion of the Subscription Period after the date of discontinuation.

10.5 Effect of termination: on cancellation or termination:

    (a) Your licence under clause 3 ends and You and Your Authorised Users must stop using, and uninstall, the App;

    (b) Output already published within Your Sitecore Environment will remain on Your sites, but will no longer be generated, updated or managed through the App;

    (c) You must pay any Fees and other amounts owing up to the effective date of cancellation or termination; and

    (d) clauses 9, 10.5, 10.6, 11, 12, 13, 14, 15, 16, 17, 18 and 22, and any other clause which by its nature is intended to survive, survive cancellation or termination.

10.6 Client Data on termination: Client Data generally remains within Your Sitecore Environment, and ART Software does not generally hold copies of it. To the extent ART Software holds any Client Data or configuration data relating to You, it will make that data available to You for export for 30 days after termination on request, and will then delete it, except for records retained under clause 11.7.

11. Data, Privacy and Security

11.1 As between the parties, You own all right, title and interest in Client Data. You grant ART Software a non-exclusive, worldwide, royalty-free licence for the Term to access, use, process, copy and modify Client Data solely to the extent necessary to provide the Services and as otherwise permitted by these Terms.

11.2 ART Software stores Your Licence Identifier in one-way hashed form for the purposes of licensing, subscription management and verifying Your entitlement to use the App.

11.3 Each party must comply with the Privacy Laws that apply to it in connection with these Terms. ART Software will handle Personal Information it collects as a controller (such as Your billing contacts) in accordance with its Privacy Policy.

11.4 To the extent ART Software processes Personal Information contained in Client Data on Your behalf, ART Software acts as Your processor (or service provider) and will:

    (a) process that Personal Information only on Your documented instructions, which are set out in these Terms;

    (b) ensure that its personnel who have access to that Personal Information are bound by obligations of confidentiality;

    (c) implement and maintain appropriate technical and organisational measures to protect that Personal Information;

    (d) notify You without undue delay (and in any event within 3 business days) after becoming aware of any unauthorised access to, disclosure or loss of that Personal Information;

    (e) provide You with reasonable assistance in responding to requests from individuals exercising their rights under Privacy Laws, and in meeting Your data breach notification obligations;

    (f) only engage sub-processors that are bound by data protection obligations no less protective than those in this clause, and maintain a list of its sub-processors on the Sub-processor List; and

    (g) delete or return that Personal Information at the end of the Term, unless retention is required by law.

11.5 Usage Data: despite anything to the contrary, ART Software may collect and analyse technical, performance, diagnostic and usage information relating to the App and related systems (Usage Data). ART Software may use Usage Data during and after the Term to operate, maintain, secure, improve and develop the App and the Services, and may disclose Usage Data only in aggregated or de-identified form that does not identify You or any individual.

11.6 Security: ART Software will implement and maintain reasonable administrative, technical and physical safeguards designed to protect the App and any data it holds against unauthorised access, use, modification or disclosure, consistent with ISO/IEC 27001.

11.7 Records: You acknowledge that ART Software will retain records relating to Your subscription, including the Acceptance Record, Your Subscription Plan, invoices, billing and payment records and correspondence (including support requests), for as long as required by law and for at least seven years, for legal, tax, accounting and dispute resolution purposes, in accordance with the Privacy Policy.

11.8 Communications: ART Software may send You service-related communications, such as billing notices, security notices and notices of changes to these Terms. ART Software will only send You marketing communications if You have opted in to receive them, and You may unsubscribe at any time.

12. Confidentiality

12.1 Each party (Receiving Party) acknowledges that the other party (Disclosing Party) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (Confidential Information). ART Software’s Confidential Information includes non-public information about the features, functionality, performance and pricing of the App. Your Confidential Information includes Client Data.

12.2 The Receiving Party must take reasonable precautions to protect the Disclosing Party’s Confidential Information, and must not use it (except to perform its obligations or exercise its rights under these Terms) or disclose it to any third person, other than to its employees, contractors, professional advisers and service providers who need to know it and are bound by obligations of confidentiality.

12.3 Clause 12.2 does not apply to information that the Receiving Party can show:

    (a) is or becomes generally available to the public, other than through a breach of these Terms;

    (b) was in its possession or known to it before receipt from the Disclosing Party;

    (c) was rightfully disclosed to it without restriction by a third party;

    (d) was independently developed without use of the Disclosing Party’s Confidential Information; or

    (e) is required to be disclosed by law or by a court, regulator or stock exchange, provided that (where lawful) the Receiving Party gives the Disclosing Party prompt notice.

12.4 Within 30 days after termination, each party must return or destroy (at the Disclosing Party’s option) the other party’s Confidential Information in its possession, except for records that must be retained by law or under clause 11.7, and copies held in routine backups, which remain subject to this clause 12.

12.5 The obligations in this clause 12 continue for five years after termination of these Terms.

13. Intellectual Property

13.1 All rights, title and interest in and to the App, the Documentation, and any software, schema templates, entity models, mapping logic, methodologies, strategies, know-how and other information or technology provided to, or accessed by, You in connection with the App or the Services are owned by, and will remain owned by, ART Software or its licensors (Provider IP). Using the App or the Services does not transfer to You any right, title or interest in the Provider IP.

13.2 All Intellectual Property developed or coming into existence in connection with the App or the provision of the Services, including enhancements, improvements and modifications to the Provider IP, vests in ART Software on creation (Developed IP). Developed IP does not include Client Data or Your pre-existing Intellectual Property.

13.3 Output: as between the parties, You own Output to the extent it comprises Client Data. To the extent any Output incorporates Provider IP, ART Software grants You a non-exclusive, worldwide, royalty-free, perpetual and irrevocable licence to use, reproduce and publish that Output as published on Your sites during the Term, including after the Term ends.

13.4 Feedback: if You provide suggestions, ideas or feedback about the App, ART Software may use them without restriction or obligation to You.

13.5 You must not represent to anyone that You are the owner of the App or the Provider IP.

13.6 Publicity: with Your prior written approval (not to be unreasonably withheld), ART Software may refer to You as a customer, and use Your name and logo, in its marketing and promotional materials. You may withdraw that approval by giving 30 days’ written notice.

14. Warranties and Disclaimers

14.1 ART Software warrants that it will provide the Services with due care and skill and in a manner consistent with prevailing industry standards, and will use reasonable efforts to maintain the Services so as to minimise errors and interruptions.

14.2 ART Software does not warrant that:

    (a) the App or the Services will be uninterrupted, error-free or free from viruses or other malicious code;

    (b) the App will be compatible with any software, platform or configuration not specifically identified by ART Software as compatible;

    (c) any Third-Party Services will be accurate, available or error-free; or

    (d) Output will be accurate, complete or suitable for any particular purpose, or will produce any particular result (see clause 7).

14.3 Subject to clause 15, and to the maximum extent permitted by law, no warranty, condition, guarantee or term, express or implied, statutory or otherwise, as to the condition, quality, performance or fitness for purpose of the App or the Services is given by ART Software other than as expressly set out in these Terms.

14.4 Subject to clause 15, if the Services do not conform with these Terms, ART Software’s obligation, and Your exclusive remedy, is limited (at ART Software’s option) to:

    (a) ART Software using reasonable endeavours, at its own expense, to rectify the non-conformance (by way of a patch, workaround, correction or otherwise) within a reasonable time; or

    (b) if ART Software reasonably considers it is unable to rectify the non-conformance within a reasonable time or at a reasonable cost, refunding a pro-rata portion of any prepaid Fees for the unused remainder of the affected Subscription Period, whereupon these Terms will terminate.

14.5 ART Software is not liable for any failure of the App attributable to:

    (a) any modification of the App other than by ART Software;

    (b) accident, abuse or misuse of the App by You or Your Authorised Users;

    (c) use of the App with software, equipment or Third-Party Services not supported by ART Software, or any act or omission of Sitecore or another Third-Party Service provider; or

    (d) use of the App other than in accordance with these Terms and the Documentation.

14.6 If, after investigation, a problem with the App is found to be caused by a matter listed in clause 14.5, ART Software may charge You its reasonable costs of investigation, provided it has notified You before incurring those costs.

15. Australian Consumer Law

15.1 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified (Non-Excludable Rights).

15.2 To the extent permitted by law, where ART Software’s liability for a failure to comply with a Non-Excludable Right can be limited, that liability is limited, at ART Software’s option, to supplying the Services again or paying the cost of having the Services supplied again.

16. Limitation of Liability

16.1 Subject to clauses 15 and 16.3, ART Software’s total aggregate liability arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total Fees paid by You to ART Software in the 12 months immediately before the event giving rise to the liability.

16.2 Subject to clause 16.3, neither party is liable to the other for any Consequential Loss arising out of or in connection with these Terms, however caused.

16.3 The limitations in clauses 16.1 and 16.2 do not apply to:

    (a) Your obligation to pay the Fees;

    (b) liability for Your breach of clause 6 or Your infringement of ART Software’s Intellectual Property;

    (c) liability for fraud, wilful misconduct or breach of clause 12; or

    (d) liability for death or personal injury caused by a party’s negligence.

16.4 Each party’s liability is reduced proportionately to the extent that the other party (or its personnel) caused or contributed to the relevant loss.

17. Indemnity

17.1 You indemnify ART Software and its officers, employees and agents against any loss, damage, cost or expense (including reasonable legal costs) arising from a third-party claim to the extent the claim arises from:

    (a) Your breach of clause 6;

    (b) Client Data, including any claim that Client Data, or Your publication of Output based on Client Data, infringes any person’s rights or breaches any law; or

    (c) any wilful, unlawful or negligent act or omission by You or Your Authorised Users,

except to the extent that the loss was caused or contributed to by ART Software.

18. Dispute Resolution

18.1 If a dispute arises out of or relates to these Terms (Dispute), neither party may commence legal proceedings in relation to the Dispute unless it has complied with this clause 18, except where urgent interlocutory relief is sought.

18.2 A party claiming that a Dispute has arisen must give written notice to the other party setting out the nature of the Dispute, the desired outcome and the action required to settle the Dispute (Dispute Notice).

18.3 Within seven days of receipt of the Dispute Notice, the parties must endeavour in good faith to resolve the Dispute expeditiously by negotiation.

18.4 If the Dispute has not been resolved within 21 days after the date of the Dispute Notice, the parties must agree on a mediator or, failing agreement within a further seven days, request that a mediator be appointed by the President of the Resolution Institute (or the President’s nominee), and attend a mediation. This clause does not apply to claims by ART Software for unpaid Fees.

18.5 The mediation will be held in Sydney, New South Wales or, if the parties agree, by video conference.

18.6 The parties must share equally the fees and reasonable expenses of the mediator and the cost of the venue, and each party must pay its own costs of the mediation.

18.7 All communications made in connection with the negotiation or mediation of a Dispute are confidential and, to the fullest extent possible, must be treated as without prejudice communications.

18.8 If the Dispute is not resolved within 30 days after the start of the mediation, either party may terminate the mediation and commence legal proceedings in relation to the Dispute.

19. Force Majeure

19.1 Neither party is liable for any delay or failure to perform its obligations under these Terms (other than an obligation to pay money) to the extent the delay or failure is caused by an event beyond its reasonable control, including outages or failures of Third-Party Services, internet or utility failures, cyber attacks, natural disasters, pandemics, industrial action, war or government action. The affected party must notify the other party promptly and use reasonable efforts to minimise the effect of the event. If a force majeure event continues for more than 90 consecutive days, either party may terminate these Terms by written notice to the other party, in which case ART Software will refund any prepaid Fees for the unused portion of the current Subscription Period.

20. Sanctions and Export Control

20.1 You warrant that You are not located in, organised under the laws of, or ordinarily resident in a country or territory that is subject to comprehensive sanctions under Australian, United States, United Kingdom or European Union law, and that You are not a person or entity identified on any applicable sanctions list. You must not use or export the App in breach of any applicable sanctions or export control laws.

21. Notices

21.1 Notices under these Terms must be in writing and may be sent by email:

    (a) to ART Software, at the Notices Email; and

    (b) to You, at the billing email address associated with Your subscription or the email address provided during onboarding.

21.2 A notice sent by email is taken to be received at the time it is sent, unless the sender receives an automated message that the email has not been delivered. A notice received after 5.00 pm or on a day that is not a Business Day in the place of receipt is taken to be received at 9.00 am on the next Business Day.

22. General

22.1 Entire agreement: these Terms (including the Pricing Page and the Support Page, to the extent they form part of these Terms under clause 1.4) constitute the entire agreement between the parties in relation to their subject matter and supersede all prior agreements, representations and understandings. Any terms in a purchase order or similar document issued by You do not apply.

22.2 Variation: these Terms may only be varied in accordance with clause 2.5 or by written agreement between the parties.

22.3 Severance: if any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remainder of these Terms will remain in full force and effect.

22.4 Assignment: You may not assign, transfer or sub-license any of Your rights or obligations under these Terms without ART Software’s prior written consent. ART Software may assign or transfer its rights and obligations under these Terms to a successor or acquirer by notice to You.

22.5 Relationship: nothing in these Terms creates any agency, partnership, joint venture or employment relationship between the parties.

22.6 Waiver: a failure or delay by a party in exercising any right under these Terms does not operate as a waiver of that right.

22.7 Governing law: these Terms are governed by the laws in force in New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them.