1. Who we are
ARM Solutions (“ARM”, “we”, “us”) is a design and development studio operating from [REGISTERED ADDRESS], registered in [COUNTRY] under company number [COMPANY NUMBER]. You can reach us at [CONTACT EMAIL].
2. Services
We provide web development, AI automation, and retrieval-augmented assistant services. The specific work we will carry out for you is defined in a written proposal or statement of work, which together with these terms forms the contract between us.
Where a proposal conflicts with these terms, the proposal takes precedence for that engagement.
3. Quotes, scope and changes
Quotes are valid for [NUMBER] days from issue and are based on the scope described in the proposal. Work falling outside that scope is chargeable and will be quoted separately before it is started.
Either party may request a change to the scope. No change takes effect until both parties have agreed it in writing, including any effect on price and timeline.
4. Fees and payment
Unless the proposal states otherwise, [DEPOSIT PERCENTAGE]% of the fee is payable before work begins and the balance on completion. Invoices are due within [NUMBER] days of issue.
We may suspend work on overdue accounts. Late payments may attract statutory interest at the rate permitted by law.
Fees exclude third-party costs such as hosting, domains, fonts, stock assets and model or API usage, which are billed at cost or paid directly by you.
5. Your responsibilities
You agree to provide content, access, approvals and feedback within the timescales set out in the proposal. Delays in providing these may move the delivery date and, where they cause us to reschedule resources, may increase the fee.
You confirm that any material you supply to us does not infringe the rights of a third party and that you hold the necessary licences for it.
6. Ownership and intellectual property
On receipt of payment in full, ownership of the deliverables created specifically for you transfers to you.
We retain ownership of any pre-existing tools, libraries, components or know-how we bring to the project, and grant you a perpetual, non-exclusive licence to use them as part of the deliverables.
Third-party components remain subject to their own licences.
Unless you ask us in writing not to, we may show the completed work in our portfolio and marketing.
7. Confidentiality
Each party will keep the other's confidential information private and use it only for the purposes of the engagement. This obligation survives the end of the contract.
8. Warranties and liability
We will perform the services with reasonable care and skill. We will correct defects reported within [NUMBER] days of delivery that are caused by our work, at no charge.
We do not warrant that software will be uninterrupted or error-free, and we are not responsible for failures caused by third-party services, by changes you or others make after handover, or by your failure to maintain the software.
AI-driven features are probabilistic. We will define accuracy targets in the proposal where relevant, but we do not warrant that generated output will always be correct, and you remain responsible for reviewing output before relying on it.
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited. Subject to that, our total liability arising from an engagement is limited to the fees paid by you for that engagement, and neither party is liable for indirect or consequential loss, or for loss of profit, revenue or data.
9. Termination
Either party may end an engagement by giving [NUMBER] days' written notice. Either party may end it immediately if the other commits a material breach that is not remedied within [NUMBER] days of being notified.
On termination you must pay for all work carried out up to the termination date and for any non-cancellable third-party commitments we have made on your behalf.
10. Governing law
These terms are governed by the laws of [JURISDICTION], and the courts of [JURISDICTION] have exclusive jurisdiction over any dispute arising from them.