These Terms and Conditions govern the relationship between Arcane Web and our Clients in the United States and Canada. By initiating a subscription or project, you agree to the following terms.

SECTION 1: ACCEPTANCE AND SCOPE OF SERVICES

1.1. Agreement to Terms. These Terms and Conditions ('Terms') constitute a legally binding agreement made between Arcane Web ('Contractor,' 'we,' 'us,' or 'our'), and you, whether personally or on behalf of an entity ('Client,' 'you,' or 'your'), concerning your access to and use of our web development services, proprietary software, and the Arcane Theme architecture.

1.2. Core Objective. The Contractor provides professional technical services designed to facilitate business growth through custom software solutions. We prioritize a streamlined development flow and rapid execution, eliminating unnecessary technical intermediaries to ensure direct, high-impact results.

1.3. Service Delivery Model. The Contractor utilizes an agile workflow to ensure a seamless development process. This model is built on technical autonomy and direct communication, ensuring that project development remains efficient and responsive to the Client's specific business needs, whether provided as a one-time project, a recurring subscription, or a specialized theme implementation selected at checkout.

1.4. Proprietary Platform Access. Subject to the Client's selected service tier or active subscription, the Contractor grants the Client a non-exclusive, non-transferable, and revocable license to access its proprietary Web Development Reporting and Monitoring App. This platform serves as the central hub for:

• Real-Time Monitoring & Reporting: Constant monitoring of site traffic/hits with automated performance reports, task summaries, and transparent tracking of total hours spent.
• Project Centralization: Single-source, organized access to all technical documentation, code repositories, and project assets.
• Integrated Technical Support: Direct communication channels and interactive project boards for streamlined coordination, troubleshooting, and rapid-response support.

SECTION 2: SCOPE OF SERVICES & ACCOUNT RESPONSIBILITY

2.1. Service Delivery Tiers. The Contractor provides technical services through three primary engagement models. The specific deliverables, tools, and access levels provided to the Client are determined by the specific plan or service selected by the Client at the time of purchase or enrollment:

• One-Time Project Services: Focused, non-recurring technical tasks (e.g., custom development, site migrations, or specific repairs). These services are delivered as a discrete engagement. Note: One-time services do not include a license to the Proprietary App unless explicitly stated at checkout.
• Subscription-Based Services: Ongoing technical partnership providing continuous development support. This tier includes an active license to the Proprietary App, providing the Client with the reporting and coordination tools outlined in Section 1.3 for the duration of the subscription.
• Arcane Theme Implementation: Specialized deployment of the Contractor's proprietary theme architecture. This model may be purchased as a standalone deployment or as part of a Managed Subscription for ongoing optimization and updates.

2.2. The App & Platform Access. The "App" refers to the Contractor's proprietary reporting, task management, and monitoring environment. Access is a privilege of active Subscription-tier Clients.

• Access Grant: Access is granted solely to Clients with a valid, paid-in-full Subscription.
• Revocation: Upon cancellation, non-payment, or expiration of a Subscription, the Client's license to the App and its real-time reporting features will be revoked.

2.3. Authorization of Services. By clicking "Accept," "Purchase," or "Subscribe," the Client authorizes the Contractor to perform the specific services associated with the selected tier. The "Scope of Work" for any engagement is defined by the features and descriptions listed on the Contractor's official pricing page or checkout summary at the time of the transaction.

2.4. Access and Permissions: To perform the Services, the Client shall provide the Contractor with necessary administrative access to the Client's web development platforms, hosting environments, and third-party integrations. The Client agrees to provide accurate information and ensure that all granted permissions are sufficient for the execution of the requested tasks.

2.5. Security Measures: The Contractor agrees to implement commercially reasonable security practices to protect Client credentials, including:

• Use of centralized Password Management Systems with high-entropy, unique passwords.
• Enforcement of Multi-Factor Authentication (MFA) where available.
• Regular updates of development software and local environments to mitigate known vulnerabilities.
• Restricted access, ensuring only authorized personnel involved in the project have entry to Client accounts.

2.6. Limitation of Liability for Security Breaches: While the Contractor commits to industry-standard preventative measures, the Client acknowledges that no system is entirely immune to cyberattacks. The Contractor shall not be held liable for data breaches, loss of data, or unauthorized access resulting from third-party attacks, zero-day vulnerabilities, or platform-wide exploits, provided the Contractor has not acted with gross negligence.

2.7. Account Hygiene and Termination:

• Authorized Use: The Contractor shall use Client credentials solely for the purpose of fulfilling the Services outlined in this Terms and Conditions.
• Client Responsibility: Upon the expiration or termination of this Terms and Conditions, the Client is solely responsible for revoking all access, deleting temporary user accounts, and rotating passwords previously shared with the Contractor. The Contractor shall not be liable for any unauthorized access occurring after the service relationship has ended.
• Notification: Both parties agree to notify the other within twenty-four (24) hours if they suspect a security compromise related to the project.

SECTION 3: SUBSCRIPTION MODELS AND FINANCIAL TERMS

3.1. Engagement Models. The Contractor offers various service tiers. By selecting a service at checkout or via the App, the Client agrees to the specific financial terms of that tier:

• A. Retainer Subscription (The Partnership): To maintain an active partnership and access to the Proprietary App, the Client must maintain a monthly subscription of at least four (4) service hours per month.
• B. One-Time Project Services: Non-recurring technical tasks provided for a specific scope or hourly bundle as defined at the time of purchase.
• C. Arcane Theme License: Access to the Contractor's proprietary theme architecture.

3.2. Arcane Theme Licensing. The Arcane Theme is a proprietary product of the Contractor and is managed as a premium licensed asset (similar to premium WordPress plugins):

• Subscription Inclusion: For Clients maintaining an active Retainer Subscription (Section 3.1-A), the annual license for the Arcane Theme is included at no additional cost.
• Standalone License: For Clients without an active subscription, the Arcane Theme requires a yearly license fee to receive updates, security patches, and continued usage rights.
• Termination of Use: If the Client cancels their subscription or fails to pay the yearly license fee, the license is revoked. Continued use of the theme without a valid license or active subscription is strictly prohibited.

3.3. Billing and Pre-payment.

• Billing Cycle: Subscriptions and licenses are billed automatically via PayPal.
• Pre-payment Requirement: All fees (subscription, license, or one-time) must be paid in full before the commencement of any development services or the release of licensed assets.
• Subscription Adjustments: Clients may increase or decrease monthly hours prior to the next billing date, provided the four (4) hour minimum is maintained.

3.4. Additional On-Demand Hours. Active Subscription clients may purchase additional development hours in increments as small as one (1) hour. These payments must be cleared before the Contractor allocates resources to the additional tasks.

3.5. Billable Time & Increments. All services are billed in one (1) hour increments. Billable time includes: active development, technical research, debugging, discovery calls, and project management/coordination via the App.

3.6. External Costs. The Client is solely responsible for all third-party costs (e.g., hosting, domains, and non-Contractor premium plugins or API licenses) required to execute the project.

3.7. Payment Processing & Taxes. All transactions are processed via PayPal. For international clients (US and Canada), the Client is responsible for any local taxes, withholding requirements, or reporting obligations applicable within their jurisdiction.

3.8. No Refunds. Given the nature of professional services and immediate resource allocation, all payments are final and non-refundable once the billing cycle has commenced or a license/service has been purchased.

SECTION 4: RESOURCE ALLOCATION, EXPIRATION, AND QUALITY

4.1. Hour Utilization & Expiration ("Use it or Lose it"): To ensure the Contractor can maintain consistent resource availability for all clients, the following policy applies:

• Monthly Subscription Hours: All hours included in the monthly subscription must be utilized within thirty (30) days of the billing date.
• Additional Hours: Any additional hours purchased on-demand must also be utilized within thirty (30) days of the purchase date.
• Forfeiture: Unused hours do not "roll over" to the following month. Any hours remaining at the end of the 30-day period are forfeited and are non-refundable and non-transferable between projects or entities.

4.2. Scheduling and Lead Time: The purchase of hours represents a reservation of the Contractor's capacity but does not guarantee immediate, same-day execution. While the Contractor strives to accommodate urgent requests, tasks are generally scheduled on a first-come, first-served basis.

4.3. Estimates and Variations:

• Approvals: For any new development task or significant maintenance (excluding routine bug fixes, plugin updates, core updates, security checks and maintenance overall), the Contractor shall deliver a non-binding estimate. Work will commence only upon the Client's written or digital approval which includes chats or task comments.
• Execution Variables: The Client acknowledges that software development involves unforeseen technical variables (e.g., third-party API changes, legacy code conflicts). If a task exceeds the initial estimate, the Contractor will notify the Client as soon as the discrepancy is detected to seek further authorization.

4.4. Quality Assurance (QA): The Contractor commits to delivering functional, high-quality code by implementing the following "Best Practices":

• Staging Environments: Using isolated "Sandbox" or "Staging" servers to test code before deploying to the live site.
• Version Control: Using systems like Git to maintain a history of changes and allow for rapid rollbacks.
• Cross-Browser/Device Testing: Verifying that developments work across major modern browsers and mobile devices.

SECTION 5: LIMITED WARRANTY AND LIMITATION OF LIABILITY

5.1. Nature of Software: The Client acknowledges that software and web development are inherently complex. The Contractor does not warrant that the functions performed by the website, code, or "The App" will be entirely uninterrupted, secure, or error-free. Services are provided on an "as-is" and "as-available" basis.

5.2. Post-Delivery Correction Period:

• Limited Warranty: The Contractor shall rectify any "bugs" or technical errors found in a delivered task at no additional cost, provided they are reported within seven (7) calendar days of delivery.
• Exclusions: This warranty does not apply to errors caused by third-party software updates (e.g., WordPress core, browser updates), changes to external APIs, or modifications made to the code by the Client or any third party.

5.3. Exclusion of Indirect Damages: To the maximum extent permitted by law, in no event shall the Contractor be liable to the Client or any third party for any indirect, incidental, special, or consequential damages. This includes, but is not limited to: loss of profits, loss of data, business interruption, or website downtime.

5.4. Total Liability Cap: The total aggregate liability of the Contractor shall not exceed the total amount of fees paid by the Client to the Contractor during the six (6) months immediately preceding the event giving rise to the claim.

5.5. Hold Harmless: The Client agrees to indemnify and hold the Contractor harmless from any claims, losses, or damages (including reasonable legal fees) resulting from the Client's use of the developed services or breach of third-party platform terms.

SECTION 6: CONFIDENTIALITY

6.1 Definition of Confidential Information: "Confidential Information" refers to any non-public information including business plans, client data, financial records, and the proprietary architecture of the "Arcane Theme" or "The App," as well as technical credentials like passwords and API keys.

6.2 Non-Disclosure Obligations: Each Party agrees to protect the other's Confidential Information with the same degree of care it uses for its own similar information. Disclosure is limited to personnel with a "need to know" who are bound by similar confidentiality obligations.

6.4 Data Protection & Privacy: Both Parties shall collect and process personal data in strict accordance with applicable data privacy laws in the United States, Canada, and Colombia. The Contractor will implement industry-standard safeguards to protect Client data from unauthorized access or breach.

SECTION 7: TERMINATION OF SERVICE

7.1 Termination Notice: Either Party may terminate the relationship by providing written notice prior to the upcoming subscription renovation. Termination will become effective at the end of the current billing cycle.

7.2 Final Reporting: In the event of termination, the Contractor will provide a comprehensive report detailing all hours consumed and services rendered up to the effective date.

7.3 Deliverables Upon Termination: Any work-in-progress will be delivered to the Client on an "as-is" basis, contingent upon the receipt of final payment for all outstanding balances.

7.4 Professional Conduct: The Contractor maintains a zero-tolerance policy regarding harassment. Abusive behavior toward the Contractor's staff will result in immediate termination of the account and these Terms.

7.5 Forfeiture of Refund: In the event of termination due to abusive behavior, the Client shall not be entitled to any refund for the remaining term or prepaid services.

SECTION 8: THIRD-PARTY SERVICES & EXTERNAL DEPENDENCIES

8.1 Dependency Risks: The Client acknowledges that web development relies on external tools. The Contractor is not responsible for interruptions or data loss caused by third-party providers like AWS, Shopify, PayPal, or specific plugin developers.

8.2 API and Functionality Changes: Labor required to remediate errors caused by third-party API changes will be billed against the Client's purchased hours or quoted separately.

8.3 Third-Party License Fees: The Client is solely responsible for purchasing and maintaining all third-party software licenses (plugins, themes, etc.).

8.4 Domain and Hosting Management: The Client is responsible for the purchase and timely renewal of their hosting services and domain registrations.

8.5 Optional Shared Hosting: If hosted on the Contractor's shared environment, the service is provided as-is, and the Contractor's liability remains limited as defined in SECTION 5.

SECTION 9: NON-SOLICITATION OF PERSONNEL

9.1 Investment in Human Capital: The Client acknowledges that the Contractor invests significant resources in recruiting, training, and maintaining its specialized team of professionals in Colombia.

9.2 The Restriction: During the term of this Terms and Conditions and for a period of twenty-four (24) months following its termination, the Client agrees not to directly or indirectly solicit, recruit, or hire any employee or contractor of the Contractor who was involved in providing services to the Client.

9.3 Liquidated Damages: If the Client breaches this provision, the Client agrees to pay the Contractor a "placement fee" equal to 100% of the individual's expected annual salary in their new role. Both Parties agree that this amount is not a penalty, but a reasonable pre-estimate of the administrative costs and lost productivity required for the Contractor to recruit and train a replacement.

9.4 Platform Ban and Refusal of Service: In addition to the financial damages outlined in Section 9.3, the Contractor reserves the right to immediately terminate the Client's access to "The App" and/or all associated platforms. The Contractor may permanently ban the Client from future service if behaviors are detected that induce the "stealing of talent" or otherwise undermine the Contractor's workforce integrity.

SECTION 10: MONTHLY MAINTENANCE SUBSCRIPTION SERVICE

10.1. Software & Environment Optimization. For Clients on a qualifying Subscription, the Contractor shall perform regular audits of the website's ecosystem, including Libraries, Plugins, and Themes. This includes:

• Update Management: Testing available updates in a staging environment to identify bugs before deployment to production.
• Performance Consulting: Monitoring and communicating issues regarding site speed or compatibility and suggesting proactive improvements.

10.2. Maintenance Hour Allowance. If the Client's selected tier includes a dedicated maintenance allowance (typically two (2) hours per month), these hours are allocated to:

• Bug Resolution: Addressing layout issues, broken links, and pre-existing bugs.
• Content Updates: Updating existing promotional assets, copy, images, or accessibility tags as requested.

Usage Policy: The Contractor will notify the Client once these hours have been consumed. Maintenance hours do not roll over to the following month.

10.3. Additional Services & Scope Expansion. Services exceeding the standard maintenance allowance—including but not limited to SEO Optimization, Advanced Performance Tuning, and Web Security Hardening—will be handled via estimated hourly bundles or a subscription upgrade. The Contractor will await Client approval before proceeding.

10.4. Exclusions. Requests for new pages, new feature development, or structural site architecture changes are not included in the "Maintenance" allowance. These tasks will be quoted as additional hours at the Contractor's standard rate.

10.5. Data Backups & Disaster Recovery. The Contractor will suggest and implement automated tools to facilitate disaster recovery; however, the Client is responsible for downloading and maintaining off-site backups on a regular basis. The Contractor is not liable for data loss resulting from a failure to maintain independent backups.

10.6. Web Security & Liability. While the Contractor implements industry-standard best practices, the Contractor is not responsible for external cyber-attacks, security breaches, or data compromises.

SECTION 11: EXTENDED SERVICES AND ONE-TIME PROJECTS

11.1. Custom Design & Website Development. For one-time builds or major overhauls, the Contractor follows a structured technical lifecycle:

• A. Design & UX Phase: Focuses on high-fidelity brand alignment and UX flow. Work proceeds only after Client approval of mockups.
• B. Technical Development: Construction of a high-performance site. Arcane Theme architecture remains property of the Contractor.
• C. Custom Code Ownership: Ownership transfers to the Client only upon receipt of final payment in full.

11.2. Site Speed & Performance Engineering. This specialized service focuses on Core Web Vitals (LCP, FID, CLS). It includes a Diagnostic Phase, Prioritized Execution, and Validation with a "Before vs. After" report.

11.3. Web Security & Architecture Hardening. Includes secure API handling and data sanitization. These services are preventative; the Contractor does not guarantee 100% immunity from zero-day exploits or breaches.

11.4. SEO & AI-Search Optimization. Includes AI & LLM Readiness (llm.txt/robots.txt) and technical execution (Schema markup, XML sitemaps, and Search Console monitoring).

11.5. Payment Terms for One-Time Services.

• Commencement Deposit: 50% non-refundable deposit required to secure resources.
• Final Balance: Remaining 50% due immediately upon delivery of Final Reporting, regardless of launch status.
• Resource Allocation: Work paused if balance is not cleared within three (3) business days.

SECTION 12: PROJECT DELIVERABLES AND TIMELINES

12.1 Estimation vs. Allocation: Time Estimation is distinct from the Delivery Date. Tasks are scheduled within the current production pipeline.

12.2 Due Dates: Once a Due Date is approved by the Client, the Contractor will work to meet that deadline with full transparency.

12.3 Standard Availability: Office hours are 9:00 AM - 5:00 PM GMT-5.

12.4 Emergency Support (24/7): Offered for Critical Emergencies only (Site Outages, Core Revenue Failure, Security Breaches).

12.5 Urgent Requests: Prioritized during office hours (e.g., broken contact forms, incorrect pricing, critical UI shifts).

SECTION 13: TAXES

13.1 Responsibility for Taxes: The Client is responsible for all taxes (sales, use, VAT) imposed by their jurisdiction.

13.2 Contractor's Taxes: The Contractor is responsible for all taxes and social security required by Colombian law.

13.4 No Withholding: All payments shall be made in full without set-off or deduction unless required by law.

SECTION 14: TERM AND APPLICABILITY

14.1. Duration of Terms. Commences on the date of first payment and remains in effect until completion of services or cessation of subscription.

14.2. Service-Specific Duration. Subscriptions are month-to-month. One-time projects conclude upon final payment and delivery of the final report.

14.3. Termination & "Kill Fee." If terminated mid-way, the 50% deposit is retained as a "Kill Fee" to cover work already performed.

14.4. Survival of Clauses. Intellectual Property, Confidentiality, and Non-Solicitation remain binding after the term ends.

SECTION 15: GOVERNING LAW AND DISPUTE RESOLUTION

15.1 International Standards: Governed by the UNIDROIT Principles of International Commercial Contracts.

15.2 Mandatory Online Arbitration: Claims shall be settled by binding online arbitration via video conference. Both parties waive the right to traditional physical courts.

15.3 Currency: All invoices are issued and payable in United States Dollars (USD).

SECTION 16: ENTIRE TERMS AND CONDITIONS

16.1. Merger and Integration. These Terms constitute the entire understanding and supersede all prior proposals or representations.

16.2. Amendments and Waivers. Amendments must be digitally acknowledged. Continued use of the services following updates constitutes acceptance.

16.4. Severability. If any provision is found invalid, remaining provisions remain in full force.

SECTION 17: FORCE MAJEURE

17.1 Scope of Non-Liability: Neither Party is liable for failure or delay caused by events beyond their reasonable control (Infrastructure failures, acts of nature, etc.).

17.3 No Liability for Financial Loss: The Contractor disclaims liability for loss of revenue or data during a Force Majeure event.

17.5 Termination: If an event prevents performance for more than thirty (30) days, either Party may terminate upon written notice.