Terms & Conditions

1. Scope of Services

Arcscribe provides a dual range of services to our clients, the specifics of which will be detailed in a formal Statement of Work (SoW) agreed upon by both parties before the commencement of any project.

• Web Development: Custom design, development, and delivery of unique websites and web applications as a final product.
• Ongoing Maintenance & Support: Retainer-based services, including but not limited to hosting, security updates, technical support, and troubleshooting, as defined in a separate Service Level Agreement (SLA).

2. Fees, Payment, and Project Suspension

2.1. Payment Terms

For all Web Development projects, payment shall be structured as follows:

• 50% Upfront Deposit: Due upon contract signing to secure the project and commence work. This deposit is non-refundable.
• 50% Final Balance: Due immediately upon final delivery and prior to website launch or transfer of ownership.

For Ongoing Maintenance & Support, fees are billed monthly in advance and are due within 14 days of the invoice date. Late payments may be subject to interest charges at a rate of 8% plus the Bank of England base rate.

2.2. Service Suspension and Termination

Arcscribe reserves the right to suspend or terminate services (including maintenance, hosting, and ongoing development work) immediately, without prior notice, under the following circumstances:

• Non-payment: Failure to pay any invoice within the agreed timeframe.
• AUP Violation: Any violation of the Acceptable Use and Prohibited Content policy (Section 3).
• Client Delay: Persistent failure by the client to provide necessary content, feedback, or approvals, causing significant and unreasonable project delay of more than 30 days.

3. Acceptable Use and Prohibited Content

The Client warrants that any website designed, developed, or maintained by Arcscribe shall adhere strictly to this Acceptable Use Policy (AUP). Arcscribe explicitly prohibits the use of its services for any activity or content that falls under the following categories:

• Illegal Content: Any content promoting or engaging in illegal acts under UK law, including but not limited to, Child Sexual Abuse Material (CSAM).
• Pornography/NSFW Content: Any form of Pornography/NSFW (Not Safe For Work) content is strictly forbidden.
• Harmful & Extremist Content: Content that constitutes hate speech, discrimination, promotes violence or hatred, or supports political extremism.
• Malicious Activities: Distribution of viruses, malware, trojans, or any other harmful code.
• Spam & Unsolicited Communication: Websites used primarily for sending bulk, unsolicited commercial emails or engaging in phishing.
• Intellectual Property & Piracy: Knowingly hosting or facilitating piracy or copyright/intellectual property infringement without proper authorisation.

A breach of this AUP constitutes a material breach of this Agreement, entitling Arcscribe to immediately suspend or terminate all services.

4. Intellectual Property & Ownership

The ownership of Intellectual Property (IP) for Web Development projects is determined by the specific agreement or package purchased by the Client.

4.1. Standard IP Terms (Applies to Basic & Standard Plans)

Arcscribe grants the client a perpetual, non-exclusive, non-transferable license to use the final, delivered product for its intended business purpose. Arcscribe retains ownership of the underlying technical code, proprietary frameworks, and non-client-specific design components for reuse.

4.2. Advanced IP Terms (Applies to Premium/Advanced Plans)

Upon full and final payment, Arcscribe shall assign and transfer to the Client the complete and exclusive ownership of the final, bespoke code and design assets. Arcscribe retains only the limited right to display the work in its portfolio.

4.3. Third-Party Materials

Any third-party materials (e.g., stock photos, fonts, plugins) used in the project are subject to their own licenses, and the Client is responsible for adhering to those terms.

5. Client Obligations

To ensure a smooth and timely project, the Client agrees to:

• Provide all necessary content (text, images, data) in a timely manner.
• Ensure that all provided content is legally owned or licensed by the Client and does not infringe on any third-party rights.
• Provide timely feedback and approvals at each stage of the project, typically within 3-5 business days.
• Designate a single point of contact for all communications to ensure clarity and consistency.

6. Warranties and Limitation of Liability

Arcscribe warrants that the Web Development will be built using professional diligence. We provide a 30-day warranty period following the launch of the website, during which we will fix any bugs or defects discovered in the original scope of work at no cost.

Arcscribe provides no warranty against any loss of data, income, or profit resulting from the use or inability to use the website, or from any third-party cyber-attack. Arcscribe's total liability under this Agreement shall not exceed the total fees paid by the Client to Arcscribe for the specific project or service in the preceding twelve (12) months.

7. Confidentiality

Both parties agree to keep all confidential information (including proprietary code, business strategies, and client data) private and not to disclose it to any third party without prior written consent, except as required by law.

8. Termination

This Agreement may be terminated by either party with 30 days' written notice. Upon termination, the Client is required to pay for all work completed up to the date of termination. Arcscribe will provide all completed work to the Client upon receipt of final payment.

9. Governing Law

These Terms & Conditions shall be governed by and construed in accordance with the laws of England and Wales, and any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.