Terms and Conditions of Service

1. Services

Ariadne provides publishing, knowledge infrastructure and software services, including:

• Digital Editions: screen editions of magazines, reports, brochures, catalogues, handbooks and similar publications (‘Editions’), made from the source files you supply, or designed from your copy and images where there is no print version
• Free samples of Editions (see clause 2.6)
• Interactive tools, including product configurators and selectors, calculators, decision guides, quizzes and search, whether standalone or built into an Edition
• Hosting and management of Editions and other interactive digital assets on Ariadne’s platform (together, ‘Assets’)
• Review, governance and deployment support for client-built Assets

The specific services provided to you will be confirmed in a Service Order, quote, proposal, invoice or written communication referencing these Terms (an ‘Order’).

2. Digital Editions

2.1What an Edition is. An Edition is your publication rebuilt for the screen as real, structured text that reflows for phone, tablet and desktop. We carry across the character of the original (its typography, colour, pacing and voice) but an Edition is not a page-for-page facsimile: its layout will differ from the print version by design, so that it reads well on every screen.

2.2Your source material. You supply the source files (for example an InDesign package, Affinity file or print-ready PDF) together with any images, fonts and media to be used. An Edition reflects the content you supply. Unless the Order says otherwise, we do not write, edit or proofread your copy, and we are not responsible for errors that appear in the material you supply. If we notice an obvious error we will point it out.

2.3Review and approval. Before anything is published we send you a private preview link to share with whoever needs to see it. The Order sets out the rounds of changes included. Nothing is published until you approve it in writing; an email is enough. Approval confirms that the Edition is accepted. Changes requested after approval, other than corrections of our own errors, are charged as agreed in the Order or at our standard rates.

2.4Fonts, images and media. You must hold licences that allow every font, image, illustration, video and audio file you supply to be used in a digital publication on the web. Licences for print use often do not cover this, especially for fonts. If a suitable licence is not available we will, with your agreement, use a close alternative or help you obtain one.

2.5Accessibility. We design and test Editions to the Web Content Accessibility Guidelines (WCAG) 2.2, Level AA. Some aspects of accessibility depend on the content you supply and approve, such as text descriptions of images, captions and transcripts for audio and video, and colour choices. We will tell you if anything you supply would prevent an Edition from meeting WCAG 2.2 AA, and suggest how to resolve it. We do not give legal advice on whether the European Accessibility Act or any other accessibility law applies to you.

2.6Free samples. A free sample is a few pages of your publication made as an Edition, at no cost and with no obligation to go further. You may keep the sample and share it within your organisation, but it may not be published as a finished Edition without an Order. Unless you place an Order, we will delete the files you sent us for a sample within 90 days of delivering it. We will not use your sample or your content in our own marketing without your written permission.

2.7Delivery and self-hosting. Where we deliver an Edition as a self-contained set of files for you to host yourself, you are responsible for hosting it, keeping it secure and keeping it available. We are not responsible for changes made to the Edition by you or anyone else after delivery. Any help we give with deployment will be as set out in the Order.

2.8Agencies and white-label work. Where you are an agency or studio commissioning an Edition for your own client, we will work under your name and you keep the client relationship. These Terms apply between Ariadne and you. You are responsible for your agreement with your client and for making sure you have the rights described in clauses 2.4 and 7. We will not contact your client about the work without your consent.

3. Nature of Deliverables: Indicative Output and Your Responsibility to Verify

This clause is central to how we work together, and we ask that you read it carefully.

3.1Many of our deliverables, including but not limited to configurators, product selectors, calculators, data tools, decision guides, quizzes and similar features, whether standalone or within an Edition, are designed to assist your decision-making process. They are indicative tools, not a substitute for professional or technical judgement, and are not a guarantee of correctness, completeness or fitness for any particular purpose.

3.2You are responsible for ensuring that any output, result, recommendation, specification or part number generated by a tool we build or host for you is reviewed and checked by a suitably qualified person within your organisation (typically the relevant subject matter expert) before it is relied upon, published, quoted to a third party, used in manufacturing or ordering, or applied to any other operational decision.

3.3We do not warrant that any tool, deliverable or output will be free from error, and we do not accept responsibility for decisions made or actions taken in reliance on unverified output. Where you have not carried out this verification, or where a decision is made without appropriate internal sign-off, responsibility for the consequences of that decision rests with you, not with us.

3.4Nothing in this clause 3 excludes or limits our liability for our own negligence in the design or build of a tool where that negligence is the direct cause of loss, to the extent such liability cannot lawfully be excluded. This clause instead makes clear the respective roles we each play: we build and maintain the tool with reasonable care and skill; you verify and take responsibility for how its output is used.

4. Fees and Payment

4.1 Digital Editions

Each Edition is charged at a fixed fee agreed in advance and set out in the Order. The fee depends on the length of the publication, the number of images and any interactive features. Unless the Order says otherwise, the fee is invoiced on approval of the Edition. Agencies and studios receive trade rates, as set out in the Order.

4.2 Edition hosting

Hosting with us is optional. Where we host an Edition, the first 12 months of hosting are included in the Edition fee. After that, hosting continues at the annual fee set out in the Order, invoiced annually in advance. You can take your Edition and host it elsewhere at any time (see clause 12.3).

4.3 Managed hosting of interactive tools

Hosting of interactive tools and other Assets is charged monthly in advance, based on the tier applicable to each Asset:

The tier for each Asset will be confirmed in your onboarding documentation.

4.4 Other one-off fees

Build and deployment services are charged at a fixed fee agreed in advance, invoiced on completion unless otherwise agreed.

4.5 Payment terms

All fees are subject to VAT at the applicable rate. Invoices are due within 14 days of issue. Monthly hosting fees are due in advance on the first day of each billing month. Ariadne reserves the right to charge statutory interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998, and to suspend hosting or other ongoing services where invoices remain unpaid beyond 28 days, having given reasonable notice.

5. What Ariadne Will Do

Ariadne will:

• Perform all Services with reasonable skill and care and in accordance with good industry practice
• Make each Edition to the specification agreed in the Order, and provide a private preview for your review before anything is published
• Host your Assets on our managed platform with a target uptime of 99.5% per calendar month, excluding scheduled maintenance and events beyond Ariadne’s reasonable control
• Maintain platform infrastructure, security patches and system-level updates
• Provide advance notice of scheduled maintenance where reasonably practicable
• Notify you promptly of any security incident affecting your Assets
• Provide reasonable email and remote support for platform-level issues
• Return or delete your Assets on termination as instructed

6. What Ariadne Will Not Do

Unless separately agreed in writing, Ariadne will not:

• Modify the content of your Assets without your instruction
• Write, edit or proofread your content, or provide design services beyond those set out in the Order
• Guarantee compatibility with third-party systems not within Ariadne’s control
• Store, process or transmit personal data on your behalf without a separate Data Processing Agreement
• Provide legal, regulatory or compliance advice regarding your Assets or their content
• Verify or validate the accuracy of the technical, commercial or product data you supply for use in a tool

7. Client Responsibilities

You are responsible for:

• Holding all necessary rights, licences and permissions for the content, fonts, images and media you supply, and for the Assets you host with Ariadne, including for digital and web use (see clause 2.4)
• Ensuring your content and Assets comply with all applicable laws and regulations
• Reviewing each Edition and approving it before publication (see clause 2.3)
• Supplying or approving text descriptions of images, and captions or transcripts for audio and video, where these are needed for accessibility
• Carrying out the verification described in clause 3 before relying on any output
• Providing all access, credentials, data and information reasonably required for us to perform the Services
• Notifying Ariadne promptly of any required changes to your Assets
• Maintaining appropriate access credentials and not sharing them with unauthorised persons
• Keeping your billing and contact information up to date

8. Intellectual Property

8.1All intellectual property rights in your content and Assets remain with you or your licensors. Ariadne does not acquire ownership rights by making or hosting them. You grant Ariadne a limited, non-exclusive licence to use, host and process your content and Assets solely for the purpose of providing the Services.

8.2Ariadne retains ownership of its platform, and of any underlying frameworks, component libraries, tools, libraries, methodologies or reusable components developed prior to or independently of your engagement (‘Ariadne Background IP’).

8.3On full payment, you will own the specific deliverable created for you under an Order, including the Edition, excluding Ariadne Background IP. Ariadne Background IP contained in the deliverable is licensed to you on a perpetual, non-exclusive basis for the purpose for which the deliverable was created, including hosting, copying and archiving your Edition wherever you choose.

8.4Nothing in these Terms prevents Ariadne from using the general knowledge, skills and experience gained in the course of providing the Services.

8.5We will only name you as a client, or show work we have made for you, in our own marketing with your written permission.

9. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other in connection with the Services, and to use it only for the purpose of carrying out the Services. This includes unpublished publications and files you send us for an Edition or a sample. This obligation continues for 3 years after the information is disclosed, and does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully held, is received from a third party without restriction, or is independently developed. Where a client requires a separate non-disclosure agreement, that agreement takes priority over this clause to the extent of any conflict.

10. Data Protection

Each party shall comply with the UK GDPR and the Data Protection Act 2018. Where Ariadne processes personal data on your behalf, the parties shall enter into a separate Data Processing Agreement before processing commences. Ariadne will not process personal data in your Assets beyond what is necessary to provide the Services. How we handle personal data about you and your colleagues, for example when you ask us for a sample, is described in our Privacy policy.

11. Liability

11.1Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

11.2Subject to clause 11.1, Ariadne’s total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by you to Ariadne in the 12 months preceding the event giving rise to the claim.

11.3Subject to clause 11.1, Ariadne shall not be liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss or corruption of data, or any indirect or consequential loss.

11.4Clause 3 (Nature of Deliverables) applies in addition to this clause 11.

12. Term and Termination

12.1These Terms commence on acceptance and continue until terminated by either party on 30 days’ written notice. Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent or ceases to trade.

12.2On termination, Ariadne will provide a copy of your Assets within 14 days, after which Ariadne may delete them. Outstanding fees remain payable.

12.3You can ask for a complete, self-contained copy of any Edition you have paid for at any time, whether or not we continue to host it, and we will provide it within 14 days.

13. Changes to These Terms

Ariadne may update these Terms from time to time with 30 days’ written notice before any material change takes effect. Continued use of our services after that date constitutes acceptance. If you do not accept the changes, you may terminate under clause 12.

14. General

14.1These Terms are governed by the laws of England and Wales. Any dispute shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.2If any provision of these Terms is found to be unenforceable, the remainder shall continue to apply.

14.3Neither party may assign these Terms without the other’s prior written consent, such consent not to be unreasonably withheld.

14.4No third party has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.