Art Circles - General Terms and Conditions

2.1 Platform as an Operating System for Art Businesses

The object of this Agreement is to provide the Client with access to the Art Circles Platform, an AI-powered operating system for the art market that enables the Client to manage and grow its art business from one unified workspace. The Platform is designed to replace fragmented tools across events, collector management, marketing, and analytics.

The core capabilities available through the Platform include:

• Event management, including public, private, and invitation-only events, exhibitions, art fairs, gallery openings, cultural experiences, ticketing, dynamic guest lists, co-host management, QR code check-in, access control, and real-time operations.
• Collector CRM and relationship management, including contact databases, sales pipelines, follow-up opportunities, and imports from third-party platforms including Artsy, ArtLogic, ARTSVP, ArtCloud, Mailchimp, and Eventbrite using the self-serve Data Migration Tool at no additional cost. The Client is solely responsible for the accuracy of imported data and for ensuring it holds a valid legal basis under applicable data protection law to import and process that data on the Platform.
• Artwork management, including provenance tracking, exhibition labelling, Certificate of Authenticity generation, and automated invoicing. Artwork transaction and payment features are not currently available and will be subject to separate terms when introduced.
• AI-powered matchmaking and analytics, including Intent Scoring, predictive analytics, event performance, artwork engagement, revenue, traffic sources, and community growth. All Collector Data is encrypted and AI insights are generated locally within the Client's account. Art Circles does not have access to the Client's CRM data, collector records, or artwork data, as described in Section 2.2.
• Marketing automation, including cross-event campaigns, email campaigns, WhatsApp communications, promotional offers, tracking links, and social asset generation. Monthly email and WhatsApp allocations are determined by the selected subscription tier.
• Smart Workflows for operational tasks, follow-up sequences, and engagement workflows on Pro tier and above.
• AI-powered Credits and insights. The Platform's AI engine, powered by AWS, performs intelligent tasks on the Client's behalf that consume Credits from its monthly allocation, including:
  • Marketing automation — personalized marketing strategies, AI-assisted email and WhatsApp campaigns, social assets, and promotional content tailored to the Client's collector base and event calendar.
  • Artwork intelligence — analysis of artwork listings and suggestions for missing provenance or descriptive information, pricing recommendations based on collector engagement, and conversion optimization recommendations.
  • Event funnel intelligence — tracking and optimizing the journey from awareness through RSVP, pre-event catalogue engagement, and physical attendance, with actionable insights at each stage.
  • Collector behavioral insights — summaries of time spent viewing artworks, catalogue interaction patterns, screenshot activity, and buying-intent signals, provided exclusively to the Client whose event or artwork generated the data, in accordance with Section 2.2.
• Data Migration Tool for importing collector contacts, artwork records, and exhibition history at no additional cost. The tool is provided on an "as is" basis and is in active development. Art Circles will notify the Client of material improvements through the Platform or by email and accepts no liability for data loss, corruption, or inaccuracy arising from use of the tool.

Credits are allocated monthly per subscription tier, reset at the start of each billing period, and do not roll over. Art Circles will charge twenty-five (25) email credits from the Client's monthly Credit allocation for each promotional coupon retrieved by an attendee and for each invitation sent through the Platform's invitation flow. When the monthly allocation is exhausted, the Client may purchase Top-Up Credits through the Platform's billing settings at the rates set out on the Pricing Page.

The specific Services available to the Client depend on the subscription tier selected. Art Circles may update, modify, or expand the Platform's features from time to time in accordance with these GTC.

2.2 Collector Data Ownership and Permitted Use

Art Circles does not have access to the Client's CRM data, collector relationship records, private contact information, sales pipeline, artwork portfolio, pricing data, or other data stored within the Platform's CRM and artwork management tools. This data belongs exclusively to the Client and remains within its private account workspace, encrypted and accessible only to the Client and its Authorized Users. Art Circles cannot see the Client's collector notes, relationship history, sales records, private contact details, or CRM pipeline.

The only attendee data Art Circles collects and processes in its own capacity as an independent data controller is event registration data from individuals who register to view or attend an Event and event attendance data from individuals who attend through QR code check-in. Art Circles can see who registered for or attended any Event on the Platform. This data is processed in connection with the Platform and community, in accordance with the Privacy Policy.

All Collector Data uploaded to or collected through the Platform by the Client remains within the Client's account and workspace. Art Circles will not share, transfer, or use the Client's Collector Data outside of the Client's account except as strictly necessary to provide the Services under this Agreement and the DPA, where the collector has separately opted in to Art Circles communications, or as required by applicable law.

For the avoidance of doubt, the Client's collector database, contact lists, and CRM data are the Client's own data. Art Circles does not use the Client's Collector Data to build its own collector network, market to the Client's collectors on behalf of other Clients, or share data between Client accounts without express consent.

2.3 Art Circles Collector Opt-In

When an individual registers to view or attend any Event listed on the Platform, Art Circles will present a clearly labelled, optional checkbox (the "Art Circles Opt-In") to receive communications from Art Circles about other events, artworks, and opportunities that may be of interest to them.

"I agree to receive communications from Art Circles about other events, artworks, and opportunities that may be of interest to me."

• The opt-in is entirely optional and separate from registration or checkout.
• The opt-in is not pre-ticked.
• The opt-in is not a condition of attending an Event or completing a purchase.

Where a collector opts in, Art Circles may add that collector to its own marketing communications list and contact them about events, artworks, and opportunities beyond the Client's own events. This is Art Circles' own marketing activity as an independent data controller and is governed by Art Circles' Privacy Policy. Where a collector does not opt in, Art Circles will not contact them for its own marketing purposes.

The Client acknowledges that the Art Circles Opt-In is a standard feature of the event registration flow for all Events, regardless of subscription tier. It does not affect the Client's relationship with or private CRM data about its collectors. Art Circles' newsletter and marketing list is built exclusively through this Opt-In mechanism, without access to the Client's private CRM data.

2.4 Sales Channels

The sales and distribution channels through which Art Circles facilitates ticketing and related Services for the Client's Events are those included in the Client's subscription tier as described on the Pricing Page and confirmed in the Order Form.

2.5 Ticket Delivery, Access Methods and Progressive Data Sharing

Art Circles will make the following access methods available to attendees, subject to the Client's Event Setup configuration:

• Digital tickets delivered by PDF or email with a QR code or barcode for authentication.
• Mobile tickets delivered to the attendee's mobile device and authenticated by QR code or barcode.
• Invitation flows for VIPs, partners, sponsors, press, and curated guest lists. Where an invited guest registers through a dedicated invitation flow, invitation access is complimentary for that invited guest even if the linked ticket type is normally paid.
• QR code check-in for on-site validation through Art Circles check-in tools.

Art Circles will share attendee data with the Client on a Progressive Data Sharing basis:

• If an attendee likes an Event, first name and first letter of surname only are shared with the Client and added to its CRM.
• If an attendee attends an Event through QR code check-in, full name and email address are shared.
• If an attendee makes an enquiry, full contact details including name, email, phone, and address are shared.

The Client agrees to use attendee data only for the purposes for which it was shared, in accordance with the DPA and applicable data protection law.

2.6 Access Control, Event Setup and Fraud Prevention

Unless the Client has separately contracted with Art Circles for access control hardware, the Client is responsible for maintaining a Venue access control system compatible with the Platform's QR or barcode validation system. The Client acknowledges that it understands the technical requirements of the Platform. Art Circles accepts no liability for claims, losses, or incidents arising from duplicate, photocopied, or fraudulent tickets, or from denial of access at the Venue, where that denial is not directly attributable to a fault in the Platform itself.

The Client will create and configure each Event through the Platform's self-serve tools and is responsible for ensuring that all Event Setup information is accurate, complete, and submitted in sufficient time. Art Circles is not responsible for delays caused by incomplete, inaccurate, or late Event Setup submissions.

Art Circles will employ commercially reasonable measures to prevent fraudulent ticket purchases and may cancel any ticket purchase it reasonably determines to have been made fraudulently, provided the relevant Event has not yet taken place. Where Art Circles suffers financial losses as a result of fraudulent transactions or chargebacks, it may deduct corresponding amounts from any settlement payable to the Client. No Platform Commission will be charged for transactions determined to be fraudulent.

2.7 Right to Refuse and Client Responsibility for Events

Art Circles may decline to list or facilitate any Event that it reasonably considers unlawful, contrary to public order, immoral, or likely to damage its reputation or brand, without liability to the Client.

The Client is solely responsible for the organization, management, conduct, and where applicable cancellation, suspension, or postponement of its Events. The Client is solely responsible for all refunds of ticket prices and associated costs in the event of a Cancellation Event and for any claims, losses, damages, or regulatory sanctions arising in connection with its Events, their conduct, or their cancellation. Art Circles accepts no liability for any Cancellation Event or its consequences.

2.8 Cancellation Events

Without prejudice to the Client's responsibility for Events, Art Circles may, at its discretion, assist the Client in managing refunds for a Cancellation Event. Assistance is limited to tickets sold through the Platform. The Client must notify Art Circles as soon as it becomes aware of a Cancellation Event by emailing hello@art-circles.com and stating the reason for the cancellation or postponement.

Where Art Circles does not hold sufficient ticket sale funds to cover the full refund amount, the Client must transfer the required refund funds to Art Circles within 48 hours of notification. Once refund funds have been received, Art Circles will process refunds to affected attendees on behalf of and in the name of the Client within a maximum of 15 business days. Art Circles may suspend any pending settlement to the Client while refund obligations are resolved and will not be liable for delays caused by the Client's failure to provide funds.

Where a Cancellation Event arises from Force Majeure, Art Circles may notify the Client, provide reasonable evidence of the circumstances, notify affected attendees as soon as reasonably practicable, and execute refunds on the Client's behalf and in the Client's name. Art Circles will notify the Client of attendee communications, the total refund amount required, and the bank account to which refund funds should be transferred.

Any Cancellation Event, including Force Majeure, gives rise to the Client's obligation to pay the cancellation fee agreed. Once Art Circles has received the cancellation fee and all attendees have been fully refunded, Art Circles will return to the Client any Platform Commission already received on ticket sales for the cancelled Event.

3.1 Grant of Licence

Subject to acceptance of these GTC, payment of applicable Fees, and ongoing compliance with this Agreement, Art Circles grants the Client a non-exclusive, non-transferable, revocable licence to access and use the Platform during the Term, solely for the Client's internal business purposes.

3.2 Authorized Users and Seats

The Client may grant access to the Platform to Authorized Users up to the seat limit applicable to the Client's subscription tier. Additional seats may be purchased at the rates set out on the Pricing Page or in the Order Form. The Client is responsible for ensuring Authorized Users comply with this Agreement, managing and revoking access, and keeping login credentials confidential. The Client is liable for any breach by its Authorized Users as if it were the Client's own breach.

3.3 Subscription Tiers

3.4 Contact Tier Upgrades and Billing Cycle

The Client may upgrade its contact tier within its subscription plan through the Platform's billing settings. Upgrades take effect immediately and are charged on a pro-rata basis for the remainder of the current billing period. Downgrades take effect at the start of the next billing period. Subscription fees are payable in advance on a monthly or quarterly basis as selected at checkout or in the Order Form. A discount applies to quarterly billing as set out on the Pricing Page.

3.5 Co-hosts

The Client may invite Co-hosts to collaborate on specific Events through the Platform. Co-hosts may send invitations to their own collector lists, upload artwork catalogues, and access event management tools for the specific Event they are co-hosting. Co-hosts will not have access to the Client's broader CRM, Collector Data, or account settings unless the Client expressly grants such access. The Client is responsible for all actions taken by Co-hosts on the Platform and will ensure that Co-hosts comply with this Agreement.

3.6 Restrictions on Use

The Client must not:

• Copy, modify, reverse engineer, decompile, or create derivative works from any part of the Platform.
• Use the Platform to build a competing product or service.
• Remove or alter intellectual property notices on the Platform.
• Resell or sublicense access to the Platform except to permitted Co-hosts.
• Introduce viruses, malware, or harmful code to the Platform.
• Use the Platform to send unsolicited marketing communications.
• Use the Platform in any way that violates law or this Agreement.

4.1 Core Platform Services

Art Circles will provide the following core Services through the Platform as included in the applicable subscription tier:

• Event creation and management, including ticketing, RSVP, dynamic guest lists, co-hosts, invitation flows, and promotional tools.
• AI-powered CRM and matchmaking, including collector relationship tools, sales pipelines, and AI-generated Intent Scoring.
• Artwork management, including Certificate of Authenticity generation, provenance tracking, exhibition labelling, and automated invoicing. Artwork transaction and payment features are not currently available and will be subject to separate terms when introduced.
• Analytics and insights, including event performance analytics, artwork engagement data, revenue tracking, traffic sources, community growth metrics, and attendee Intent Scoring. Basic, Standard, and Advanced analytics are available depending on the subscription tier as set out on the Pricing Page.
• Check-in and access management using QR code-based on-site attendee validation and capacity management.
• Marketing automation, including event pages, email campaigns, WhatsApp communications, tracking links, promo code offers, social asset generation, and community feed visibility.
• Smart Workflows, Credits, and data migration tools for contacts, artwork records, and exhibition history.

Each AI-powered task consumes Credits from the Client's monthly allocation as set out on the Pricing Page. Top-Up Credits may be purchased when that allocation is exhausted, subject to Section 5.5. Art Circles makes no guarantee that any AI-generated suggestion, recommendation, or insight will result in any particular commercial outcome. All AI-generated content and insights are provided for informational purposes only, and the Client retains sole responsibility for decisions made in reliance on them.

4.2 Optional and Buyer-Facing Services

The Client may contract for additional services, including dedicated account management, on-site support at Events, premium placement on the Platform and Art Circles marketing channels, bespoke automations, and hardware for access control and ticketing.

Art Circles will provide attendee support for technical issues related to ticket purchase during standard business hours, commercially reasonable fraud prevention, and cancellation communications or refund facilitation where agreed with the Client. Issues relating to the conduct, content, or cancellation of Events remain the Client's sole responsibility.

4.3 Platform Availability, Promotion and White Label

Art Circles will use commercially reasonable endeavours to make the Platform available 24 hours a day, 7 days a week, except for planned maintenance with at least 48 hours' advance notice where possible and unscheduled maintenance or emergency downtime, for which Art Circles will use reasonable endeavours to minimize disruption. Art Circles does not warrant that the Platform will be uninterrupted or error-free at all times.

Art Circles may promote the Client's Events on its own channels, including the Art Circles app, website, email campaigns, and community feed, as part of the Client's subscription tier. The Client is not entitled to additional promotional activity beyond that included in its subscription tier unless separately agreed in writing. Featured placement in the Art Circles network is available on the Premium tier only.

Paid subscription tiers (Pro, Growth, and Premium) include white label functionality. On these tiers, event pages, ticketing flows, email communications, and attendee-facing materials display the Client's own brand without Art Circles branding.

Clients on the free Core tier acknowledge and agree that:

• Art Circles branding appears on all event pages, ticketing flows, confirmation emails, and other Client-facing materials generated through the Platform.
• This branding is a condition of free access and cannot be removed without upgrading to a paid tier.
• Art Circles may use the Client's events and activity on the Platform for its own promotional and marketing purposes, including featuring the Client's events in its community and marketing channels.

5.1 Fees, Ticket Pricing and Commission

Clients on the free Core tier access the Platform at no cost. No subscription fees apply unless the Client upgrades to a paid tier. The 5% Platform Commission applies to all paid ticket transactions, including those processed by Core Clients. Art Circles may introduce subscription fees for Core on no less than 30 days' prior written notice.

The Client will pay the subscription Fees at the rates on the Pricing Page as at subscription or renewal, as confirmed in the Order Form or at online checkout. Subscription fees are payable in advance and exclusive of VAT. The sale price of Event tickets is set solely by the Client through Event Setup. The Client may apply a booking fee to attendees, but the total price charged through the Platform must not exceed the price charged by the Client through any other sales channel.

Art Circles charges a Platform Commission of 5% of the final ticket value, being the total amount paid by the attendee including any booking fee applied by the Client, on each paid ticket sold through the Platform. The commission applies regardless of subscription tier and is deducted automatically at the point of transaction via Stripe Connect before proceeds are settled to the Client. It does not appear as a separate invoice and is non-refundable except as expressly provided for Cancellation Events in Section 2.8.

Free and complimentary tickets, including VIP invitation flow tickets, attract no Platform Commission.

5.2 Settlement and Deductions

Unless otherwise agreed in the Order Form, total ticket sale proceeds, net of Platform Commission and applicable deductions, will be settled to the Client's designated Stripe account within one week following the date of the relevant Event. Art Circles will issue the Client a commission statement at settlement. Where Events occur on a recurring basis, the Parties may agree an alternative settlement schedule.

Art Circles may deduct from any settlement amount:

• Platform Commission and any other Fees payable to Art Circles.
• Ticket sales refunded or to be refunded due to a Cancellation Event or circumstances not attributable to Art Circles.
• Chargebacks upheld by a buyer's financial institution.
• Any other amounts owed by the Client to Art Circles.

5.3 Payment Processing, Late Payment and Taxes

All ticket payments are processed via Stripe Connect. As a condition of using ticketing features, the Client must connect a valid Stripe account before creating any ticketed Event. Art Circles does not hold the Client's funds as its own. The Client's use of Stripe is subject to Stripe's own terms of service.

If Fees are not paid by the due date, Art Circles may suspend the Client's access until all outstanding amounts are paid and charge interest on overdue amounts at 4% per annum above the Bank of England base rate, accruing daily from the due date until actual payment.

All Fees are exclusive of VAT and other applicable taxes. The Client is responsible for all applicable taxes on Event ticket sales, including collecting and remitting taxes in accordance with applicable law. Art Circles will add VAT to invoices where required by applicable law.

5.4 Fee Adjustments and Mid-Term Upgrades

Art Circles may update subscription fees on the Pricing Page at any time, subject to at least 30 days' prior written notice before an increase takes effect. Fee increases take effect at the start of the next billing period following the notice period. Art Circles may update features, allocations, or pricing on the Pricing Page at any time, provided any change that materially and adversely affects the Client's existing subscription is notified in advance in accordance with this Section.

Where the Client upgrades its subscription tier or contact tier during the Term, the new fees apply immediately on a pro-rata basis for the remainder of the current billing period, and the upgraded features become available immediately upon payment.

5.5 Top-Up Credits

Where the Client exhausts its monthly Credit allocation before the end of the billing period, it may purchase additional Top-Up Credits through the Platform's billing settings at the rates set out on the Pricing Page. The following conditions apply:

• Top-Up Credits are charged immediately upon purchase and are non-refundable in all circumstances.
• Top-Up Credits expire at the end of the billing period in which they are purchased and cannot be carried forward.
• Top-Up Credits are consumed in the same way as monthly allocated Credits.
• Art Circles may update the price of Top-Up Credits on the Pricing Page on no less than 14 days' prior notice.

6.1 Art Circles Intellectual Property

All intellectual property rights in the Platform, including software, design, AI models, features, branding, trademarks, and data compilations, are owned by or licensed to Art Circles. Nothing in this Agreement grants the Client rights in Art Circles intellectual property except the limited licence set out in these GTC. The Client will not challenge Art Circles' ownership of its intellectual property.

6.2 Client Intellectual Property

The Client retains ownership of its name, trademarks, logos, and other distinctive brand features, and all content, data, images, artwork listings, marketing materials, and other materials uploaded or provided to the Platform. The Client grants Art Circles a limited, non-exclusive, royalty-free, worldwide licence to use Client marks and content solely for operating the Services in connection with the Client's activities and promoting the Client's Events on Art Circles channels in accordance with these GTC.

The Client warrants that it holds all rights necessary to grant this licence and that Art Circles' use of Client marks and content in accordance with this Agreement will not infringe third-party rights.

6.3 Platform Data, Feedback and Data on Termination

Art Circles owns all Platform Data and may use anonymized and aggregated Platform Data to improve the Platform and its AI features, provided such use does not identify the Client or any individual collector. The Client retains ownership of all Collector Data it uploads to the Platform.

If the Client provides feedback, suggestions, or ideas regarding the Platform, Art Circles may use that feedback for any purpose without restriction, attribution, compensation, or obligation to the Client.

On termination or expiry of this Agreement, the Client may request an export of its Collector Data and Client Content within 30 days of termination. Art Circles will provide the export in a commonly used, machine-readable format. After 30 days, Art Circles may permanently delete the Client's data in accordance with the DPA and its data retention schedule.

7.1 General Obligations

The Client agrees to:

• Use the Platform in accordance with this Agreement and law.
• Ensure Event Setup information and other information provided to Art Circles is accurate, complete, and up to date.
• Obtain and maintain all licences, permits, consents, and permissions required for its Events.
• Comply with consumer protection, data protection, ticketing, and advertising laws in the jurisdictions where its Events take place.
• Promptly notify Art Circles of any security incident, unauthorized access, or suspected breach of the Platform.

7.2 Intellectual Property Clearances

The Client is solely responsible for obtaining all necessary licences and permissions from relevant intellectual property rights holders for the performance, display, or broadcast of any content at its Events. Art Circles accepts no liability in connection with claims arising from the Client's failure to obtain such licences. The Client will fully indemnify Art Circles against any such claim.

7.3 Merchant of Record Responsibilities

As Merchant of Record for ticket transactions processed through the Platform, the Client is the seller of record in the contract with each attendee, responsible for refunds, cancellations, chargebacks, refund and cancellation policies, and the collection and remittance of applicable taxes on ticket sales.

The Client must set and communicate its refund and cancellation policy to attendees before each transaction, in accordance with applicable consumer protection law.

7.4 Collector Data

The Client warrants that:

• All Collector Data uploaded to or collected through the Platform has been obtained lawfully.
• The Client holds a valid legal basis under applicable data protection law, including GDPR and UK GDPR, for sharing such data with Art Circles.
• The Client's privacy policy accurately describes the processing of such data and has been communicated to relevant data subjects.

The Client will fully indemnify Art Circles against any claim, regulatory sanction, or fine arising from a breach of this warranty.

7.5 WhatsApp and Email Marketing Compliance

Where the Client uses the Platform's email or WhatsApp marketing features, the Client is solely responsible for ensuring that all recipients have provided the required consent or opt-in for the relevant communication channel under applicable law, all communications include the required unsubscribe or opt-out mechanism, and all content complies with advertising and marketing law.

Applicable marketing requirements include GDPR, UK GDPR, and the Privacy and Electronic Communications Regulations (PECR).

Art Circles provides the technical infrastructure for email and WhatsApp communications but is not responsible for the content of communications sent by the Client or the Client's compliance with applicable marketing law.

7.6 Brand Usage and Client Warranties

In public communications referencing ticket sales for its Events, the Client will acknowledge that ticketing and platform services are provided through Art Circles in accordance with Art Circles brand guidelines, unless the Client is operating on a white label basis.

The Client represents and warrants on a continuing basis that:

• It has the legal right and authority to enter into this Agreement.
• It holds all licences, consents, and permissions for its Events and use of the Platform.
• All Collector Data has been obtained lawfully and may be shared with Art Circles.
• Client Content uploaded to the Platform does not and will not infringe intellectual property rights or other third-party rights.

9.1 Client Indemnity

The Client will defend, indemnify, and hold harmless Art Circles and its officers, directors, employees, and agents from and against claims, damages, losses, costs, and expenses, including reasonable legal fees, arising from or in connection with:

• The Client's breach of this Agreement.
• Any transaction between the Client and an attendee, including claims arising from a Cancellation Event.
• The Client's Events, including injury, loss, or damage suffered by attendees or third parties.
• Claims that Client Content or Client marks infringe intellectual property or other third-party rights.
• The Client's failure to obtain intellectual property licences for its Events.
• The Client's breach of data protection law in connection with Collector Data.
• The Client's breach of marketing law in connection with email or WhatsApp communications sent through the Platform.

9.2 Art Circles Indemnity

Art Circles will defend, indemnify, and hold harmless the Client from and against any third-party claim that the Client's use of the Platform in strict accordance with this Agreement infringes any third-party intellectual property right, provided the Client gives prompt written notice, provides reasonable cooperation, and gives Art Circles sole control of the defence and settlement.

Art Circles has no obligation where alleged infringement arises from the Client's modification of the Platform, use of the Platform in breach of this Agreement, or combination of the Platform with a third-party product not approved by Art Circles.

13.1 Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements. Each Party acknowledges it has not relied on any representation not expressly set out in this Agreement.

Art Circles may update these GTC at any time by providing at least 10 days' prior written notice. For self-serve Clients, notice will be provided by email to the registered account address and/or by a notice displayed within the Platform. Continued use after the effective date constitutes acceptance. If the Client does not accept the changes, it may terminate before the effective date without penalty, provided all outstanding Fees are paid.

Any amendment to a signed Order Form must be agreed in writing and signed by authorized representatives of both Parties. For self-serve subscriptions, commercial changes such as tier upgrades or contact tier changes are made through the Platform's billing settings.

Where a Client requires modifications to these GTC, those modifications will be documented in a separate written addendum (a "GTC Addendum"), signed by both Parties at the same time as the Order Form or separately thereafter. A GTC Addendum:

• Must be in writing and signed by duly authorized representatives of both Parties.
• Must clearly specify the provisions of the GTC that are modified and the agreed alternative terms.
• Applies exclusively to the Client that signed it and does not affect the GTC as it applies to any other Client.
• Prevails over these GTC to the extent of any conflict, solely in respect of the Client that signed it.

GTC Addenda are available exclusively to Clients who enter into a signed Order Form with Art Circles. No GTC Addendum is available for self-serve subscriptions.

13.2 Assignment, Severability and Waiver

The Client may not assign its rights or obligations without Art Circles' prior written consent. Art Circles may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, provided the successor assumes Art Circles' obligations and Art Circles notifies the Client.

If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions continue in full force. Failure to enforce any provision will not constitute a waiver. No waiver is effective unless given in writing.

13.3 Force Majeure and Relationship of the Parties

Neither Party will be liable for failure or delay caused by a Force Majeure Event, provided the affected Party gives prompt written notice and uses commercially reasonable endeavours to minimize the impact. If a Force Majeure Event continues for more than 90 days, either Party may terminate on written notice, save for amounts already due and Cancellation Event obligations.

The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship. The Client has no authority to bind Art Circles.

13.4 Compliance, Third-Party Rights and Notices

Each Party will comply with applicable laws, including consumer protection law, data protection law, anti-money laundering and sanctions law, the UK Bribery Act 2010, and the UK Modern Slavery Act 2015.

Nothing in this Agreement creates rights enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999, save that Art Circles' officers, directors, and employees may enforce indemnities to the extent applicable to them.

Formal notices must be in writing and delivered by email with written confirmation of receipt or by courier or recorded post to the registered addresses set out in the Order Form. For self-serve Clients, notices from Art Circles will be sent to the email address registered on the Client's account. The Client is responsible for keeping its account email address up to date.