Terms of Service

1. Definitions

"Arcscribe" refers to Arcscribe Ltd.

"Client" refers to the individual or entity registering an account or requesting services.

"Service" refers to web design, development, and software solutions provided by Arcscribe.

"Portal" refers to the Arcscribe client dashboard, ticketing system, or project management tools provided to the Client.

"Deliverables" refers to the final product (e.g., website code, design files) to be handed over to the Client.

2. Account Registration & Security

2.1 Account Creation: To access certain Services or manage Projects, the Client must register an account on the Arcscribe Portal. The Client agrees to provide accurate, current, and complete information during the registration process.

2.2 Account Security: The Client is responsible for maintaining the confidentiality of their login credentials. Arcscribe is not liable for any loss or damage arising from the Client's failure to protect their password.

2.3 Account Termination: Arcscribe reserves the right to suspend or terminate any Client account immediately, without prior notice or liability, if:

• The Client breaches these Terms.
• The account is used for fraudulent or illegal activities.
• Requests made through the Portal are deemed abusive or harassing to Arcscribe staff.

3. Scope of Services (Pre-Hosting)

3.1 Design & Build Only: Unless a separate Service Level Agreement (SLA) is signed, Arcscribe's services are strictly limited to the design, development, and coding of web solutions.

3.2 Explicit Exclusions: This Agreement does NOT cover:

• Web Hosting & Server Management
• Domain Name Registration or Renewal
• VoIP (Voice over IP) Telephony Services
• Email Hosting (e.g., Google Workspace/Outlook setup)
• Ongoing Maintenance or Security Patches
• Any third-party subscription costs.

3.3 Separate Agreements: Any provision of Hosting, VoIP, or maintenance services by Arcscribe will be governed by a separate, specific agreement (e.g., "Hosting SLA").

4. Payment Terms

4.1 Deposit: A non-refundable deposit of 50% of the total Project fee is required to book a slot in our production schedule. Work will not commence until this cleared payment is received.

4.2 Final Payment: The remaining balance is due immediately upon completion of the Project. Arcscribe reserves the right to withhold Deliverables and lock Portal access until the final balance is paid in full.

4.3 Late Fees: Invoices not paid within 7 days of the issue date may incur a late fee plus statutory interest at 8% above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

5. Project Execution & Dormancy

5.1 Revisions: Revisions are provided subject to Fair Use. Requests that constitute a significant departure from the original brief or approved design direction will be considered "Scope Creep" and charged additionally.

5.2 Dormancy ("Ghosting"): If the Client fails to provide necessary feedback, assets, or approval for a period of 14 days, the Project will be marked as "Dormant."

5.3 Restart Fees:

• To reactivate a Dormant project, a Restart Fee of 10% of the total Project cost will be charged immediately.
• If the Project remains Dormant for more than one month (30 days), the Restart Fee increases by an additional 5% for every subsequent week of inactivity.

6. Intellectual Property

6.1 Ownership: Intellectual Property rights and final ownership of the Deliverables transfer to the Client only after full and final payment has been received. Until then, Arcscribe retains full legal ownership of all code, designs, and assets.

6.2 Portfolio Rights: Arcscribe retains the right to display the Project in its portfolio and marketing materials.

6.3 Credit: The Client agrees to display a small credit link (e.g., "Web Solutions by Arcscribe") in the footer of the website.

7. Cancellation & Termination

7.1 Cancellation by Client: If the Client cancels the Project after the agreement is made:

• The initial 50% deposit is strictly non-refundable.
• The full total value of the Project (100% of the agreed quote) becomes immediately due and payable as a cancellation fee.

7.2 Termination by Arcscribe: Arcscribe reserves the right to terminate this Agreement or any Project at any time, for any reason, by providing written notice.

• For Cause: If terminated due to Client breach, abuse, or unresponsiveness, no refunds will be issued, and Arcscribe retains all monies paid.
• Discretionary: If terminated by Arcscribe without cause, any refund is at Arcscribe's sole discretion.

8. Limitation of Liability

8.1 "As Is" Basis: All Deliverables and Portal access are provided "as is." Arcscribe makes no warranties regarding the functionality of third-party browsers, API integrations, or internet connectivity.

8.2 Liability Cap: To the fullest extent permitted by law, Arcscribe's total liability for any claim arising out of this agreement shall be strictly limited to the total amount paid by the Client for the specific Project.

8.3 Indemnity: The Client agrees to indemnify and hold Arcscribe harmless against any claims, damages, or legal fees arising from content or materials supplied by the Client (e.g., copyright infringement, illegal content).

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.