Terms & Conditions

Arcus AI Tech Ltd
Company number: 17299796

Registered office address:

20 Wenlock Road, London, England, N1 7GU

Managed Website & eCommerce Services Agreement

1. Definitions

• “Arcus AI Group” means the group of companies including Arcus Group Holdings Ltd, Arcus AI Ltd and Arcus AI Tech Ltd.
• “Agreement” means this Managed Website & eCommerce Services Agreement, including all schedules and incorporated policies.
• “Arcus AI Tech” / “We” / “Us” means Arcus AI Tech Ltd.
• “Client” / “You” means the individual or business entering into this Agreement.
• “Services” means the managed website and/or eCommerce services provided under the selected Package.
• “Platform” means the Arcus AI platform and associated systems.
• “Package” means Ignite, Momentum, or Prime.
• “Site Refresh” means:
A visual and content update to keep the website modern and effective, including layout adjustments, content updates, imagery changes, and visual improvements. This does not include a full site rebuild or new page creation.

1A. Group Structure and Intellectual Property Ownership

1A.1 Arcus AI Tech Ltd is a member of the Arcus AI Group.

1A.2 Certain software, systems, branding, domain names, websites, trade marks, intellectual property rights and technology assets used in connection with the Services, including the Arcus AI Platform, are owned by Arcus AI Ltd and are licensed to Arcus AI Tech Ltd.

1A.3 Nothing in this Agreement transfers ownership of any intellectual property owned by Arcus AI Ltd to the Client.

1A.4 Arcus AI Tech Ltd is authorised to market, provide, support and commercialise the Services using such intellectual property.

1B. Customer Contracting Entity

1B.1 Unless expressly stated otherwise, all products and services supplied under this Agreement are supplied by Arcus AI Tech Ltd.

1B.2 All contractual rights and obligations arising under this Agreement are between the Client and Arcus AI Tech Ltd.

2. Free Trial & Agreement Term

2.0A Design Consultation and Trial Commencement

2.0A.1 The Services begin with a design consultation, which may take place by online screen meeting, telephone call, or in person.

2.0A.2 During this consultation, the Client’s requirements will be discussed and, where the Client agrees to proceed with the free trial, Arcus AI Tech Ltd will commence the initial site set-up.

2.0A.3 The date on which the initial site set-up is commenced following the Client’s agreement to the free trial shall constitute the start date of the free trial period.

2.0A.4 This Agreement becomes legally binding on the Client from the start date of the free trial period, notwithstanding that no fees are payable during the free trial period.

2.1 All Clients receive one (1) free trial month, commencing on the date of initial site set-up.

2.2 The Client may cancel the Services at any time during the free trial period prior to its expiry by written notice by email in accordance with Section 23, without penalty.

2.3 If the Client does not cancel the Services before the end of the free trial period, this Agreement shall automatically convert into a twelve (12) month managed services agreement (“Initial Term”), and the Client shall become liable for the applicable fees from the day immediately following the expiry of the free trial period, without further notice.

2.3A Fees due following conversion are payable in accordance with Section 13 (in advance).

2.4 After the Initial Term, this Agreement will continue on a rolling monthly or annual basis, depending on the Client’s billing choice. The Client may switch between monthly and annual billing, or upgrade their Package, at any time, with changes taking effect from the next billing cycle, unless terminated in accordance with Section 15.

2.5 Any work undertaken, designs produced, or services provided during the free trial period are provided for evaluation purposes only and are preparatory in nature. The free trial does not guarantee completion of the website or delivery of any specific outcome.

2.6 Failure by the Client to convert from the free trial into a paid subscription shall not, of itself, give rise to any claim for damages, loss, or compensation.

2A. Client Materials & Trial Period Delays

2A.1 The Client acknowledges that completion of the initial website build is dependent on the timely provision of all required information, content, materials, access credentials, and approvals (“Client Materials”).

2A.2 The free trial period commences on the date of initial site set-up, regardless of whether the Client has provided all Client Materials required to complete the website.

2A.3 Where delays in completion are caused by the Client’s failure to provide Client Materials, feedback, or approvals, such delays shall not extend, pause, or reset the free trial period, and billing shall commence in accordance with this Agreement.

2A.4 Arcus AI Tech Ltd shall not be liable for delays, incomplete delivery, or reduced functionality resulting from the Client’s failure to provide Client Materials within reasonable timeframes.

2A.5 Arcus AI Tech Ltd may, at its sole discretion, agree to extend the free trial period in exceptional circumstances where delays are outside the Client’s reasonable control, but is under no obligation to do so.

3. Services Provided

3.1 Arcus AI Tech Ltd will provide a bespoke website and/or eCommerce store, custom-designed, using AI and the Platform.

3.2 No upfront or separate website and/or eCommerce build fee is charged. The initial build is included as part of the ongoing managed Services, which are provided in exchange for monthly or annual fees. The website and/or eCommerce store is not a standalone deliverable and continued access is conditional on an active subscription.

3.3 Services include hosting, platform access, security, updates, reporting, and content creation as outlined in the selected Package.

3.5 Hosting & Resource Allowances

3.5.1 The Services include website hosting with unlimited disk space and unlimited bandwidth, subject to fair usage and acceptable use principles.

3.5.2 Fair usage refers to usage that is reasonable, lawful, and consistent with the normal operation of a business website or eCommerce store, and which does not place excessive load on systems, adversely affect platform performance, or materially impact other clients.

3.5.3 Each domain-based email account included within the Client’s Package includes 10GB of storage per email account, unless otherwise stated. Additional email storage may be made available upon request and shall be treated as an add-on service, subject to additional fees in accordance with Section 13A and Schedule 1.

3.5.4 Where usage materially exceeds fair usage levels, Arcus AI Tech Ltd may contact the Client to discuss optimisation, reasonable limits, or an appropriate upgrade.

3.5.5 If continued excess usage requires additional resources, monitoring, or remedial action, Arcus AI Tech Ltd reserves the right to apply additional charges in accordance with Section 13A and Schedule 1, subject to prior notification where reasonably practicable.

3.6 Included Package Features

3.6.1 The Services include all features, allowances, and benefits expressly stated as included within the Client’s selected Package at the time of purchase, including (where applicable) SSL certificates, domain-based email accounts, hosting features, reporting, content creation, site refreshes, and any other items listed as included in the Package description.

3.6.2 Any services or features not expressly stated as included in the selected Package are chargeable as add-ons in accordance with Section 13A and Schedule 1.

3A. Design Review & Revisions

3A.1 Subject to the Client providing all requested content, information, and materials, Arcus AI Tech Ltd shall use its best endeavours to present the initial website design and build within seven (7) working days of receipt of such materials.

3A.2 Arcus AI Tech Ltd will work collaboratively with the Client to refine the website design and shall provide up to three (3) design revisions as part of the Services.

3A.3 Where the Client remains dissatisfied following the completion of the included revisions, any further revisions shall be subject to mutual agreement.

4. Website & eCommerce Build

4.1 Page limits apply as per the selected Package.

4.2 “Unlimited pages” are subject to reasonable use, meaning content that is commercially appropriate and technically feasible within the scope of the Package and Platform.

4.3 eCommerce functionality varies between packages.

4.4 Admin user and domain email account limits apply per Package.

5. Content Creation & Social Media

5.1 Monthly content creation includes AI-generated posts published across selected platforms (Facebook, Instagram, Pinterest, and the Client’s on-site blog).

5.2 Post quantities stated apply per platform, per month.

5.3 Content is generated and published automatically unless otherwise agreed.

5.4 Arcus AI Tech Ltd does not guarantee engagement, reach, conversions, or sales outcomes.

5.5 The Client agrees that Arcus AI Tech Ltd may post monthly comments or engagement activity on the Client’s social media platforms as part of the managed service.

6. Reporting & Analytics

6.1 Automated reports are provided in line with the selected Package and may include:
• Google Analytics
• SEO overview and amendments
• Sales reports

6.2 Clients may access reports at any time via the platform.

6.3 Reports are provided for informational purposes only and do not constitute professional advice.

6A. Service Availability & Downtime Definition

6A.1 Service Availability refers to the ability for end users to access the Client’s live website or eCommerce store.

6A.2 Downtime means complete unavailability of the live site due solely to systems under Arcus AI Tech Ltd’s direct control.

6A.3 Downtime does not include scheduled maintenance, partial degradation, third-party outages, client-side issues, or force majeure events.

6A.4 Downtime is measured only during periods of total unavailability.

6B. Service Level Commitment (Light SLA)

6B.1 Arcus AI Tech Ltd shall use reasonable endeavours to maintain a target of 99.9% monthly service availability.

6B.2 This target represents a service target, not a warranty, and uninterrupted service is not guaranteed.

6B.3 Any compensation relating to downtime is governed exclusively by Section 17.

7. SEO Services

7.1 SEO services include monitoring, reporting, and reasonable on-site SEO amendments only.

7.2 No guarantees are made regarding rankings, traffic, or visibility.

8. Training

8.1 One (1) hour of user training is included following site handover.

8.2 Training covers basic website management and adding eCommerce products.

8.3 If requested, three (3) additional half hour online or telephone training sessions can be booked during the Initial Term.

8.4 Additional training may be chargeable.

9. Product Uploads

9.1 Where no CSV product list is provided, Arcus AI Tech Ltd will upload up to 10 products manually as part of the Package.

9.2 Additional products may be uploaded as an add-on service, subject to the applicable fees set out in Schedule 1 – Add-On Fees & Charges.

10. Optional Extras & Payments

10.1 Optional extras are charged at the time of order.

10.2 Optional extras are non-refundable, including domain registration, social media account setup, additional product uploads, faceless video content, and professional broadcast-quality video production service.

10.3 Optional add-ons are provided separately from the core website build. Payment for optional add-ons is required in advance before work begins on those add-ons only. Payment of optional add-ons does not delay or affect the main website build unless expressly agreed in writing.

10A. Third-Party Integrations

10A.1 Arcus AI Tech Ltd is able to integrate third-party software, tools, or services requested by the Client, subject to technical compatibility.

10A.2 The Client is responsible for entering into and maintaining any agreements with third-party providers and for payment of all third-party licence fees, subscriptions, or usage charges directly to the relevant provider.

10A.3 In most cases, the cost of standard third-party integrations is included within the Client’s selected Package. However, where an integration is specialised, complex, or outside the normal scope of the Package, Arcus AI Tech Ltd may charge an additional integration fee. Any such fee will be quoted and agreed in writing before work is commenced.

10A.4 Where the Client elects to proceed with a chargeable integration, the integration shall be treated as an optional add-on service and shall be subject to the terms applicable to optional extras under this Agreement.

10A.5 Any technical issues, failures, incompatibilities, or disruptions arising from third-party software or integrations requested or supplied by the Client shall be the responsibility of the Client. Any remedial work required by Arcus AI Tech Ltd shall be chargeable in accordance with Schedule 1 – Add-On Fees & Charges, exclusive of VAT or applicable taxes.

11. Reviews & Marketing

11.1 Clients may be invited to provide reviews on Trustpilot or other platforms.

11.2 Reviews must reflect the Client’s genuine experience.

11.3 Arcus AI Tech Ltd may reference the Client for marketing purposes unless the Client opts out in writing.

11A. Referral Programme

11A.1 Clients may be invited to refer potential customers to Arcus AI Tech Ltd.

11A.2 If a referred contact becomes a paying customer within six (6) months, the Client will receive a £100 account credit.

11A.3 Referral credits apply to future service charges only, have no cash value, and are non-transferable.

11A.4 Arcus AI Tech Ltd may amend or withdraw the referral programme at any time.

12. Social Media Access & Integration

12.1 The Client agrees to provide temporary access to social media accounts where required.

12.2 Secure access methods will be explained.

12.3 The Client may change passwords immediately after integration.

12.4 Arcus AI Tech Ltd accepts no responsibility for security once access is removed.

13. Fees & Payment

13.1 Fees are payable monthly or annually in advance.

13.2 Annual pricing reflects a discounted rate.

13.3 Late payment may result in service suspension.

13.4 All fees and charges are exclusive of VAT, which shall be added where applicable.

13A. Additional Fees & Charges

13A.1 In addition to Package fees, Arcus AI Tech Ltd may charge for additional services.

13A.2 Additional chargeable services may include: social media account setup, domain names, additional email accounts, additional email storage, manual product uploads, additional training, specialised integrations, remedial work, or any services outside the Package scope.

13A.3 Additional services are charged at published rates or as quoted and agreed in writing.

13A.4 All additional fees are non-refundable unless stated otherwise.

14. Client Responsibilities

14.1 The Client shall provide accurate information, ensure compliance with applicable laws, and maintain backups of their own data. Full client site back-ups can be facilitated in the user admin dashboard.

14.2 Content Accuracy & Compliance
The Client is responsible for checking the accuracy, legality, and suitability of all website content, including compliance with advertising, consumer, and sector-specific regulations.
Arcus AI Tech Ltd accepts no liability for any errors, omissions, inaccuracies, or consequences arising from content, whether created by the Client, generated by AI, or published as part of the Services.

14.3 The Client is responsible for providing all product images, descriptions, pricing, and service content. Arcus AI Tech Ltd accepts no liability for content errors or omissions.

15. Termination

15.1 Cancellation is permitted by either party at any time during the free trial period.

15.2 This Agreement may not be terminated during the Initial Term except for material breach.

15.2A Where the Client terminates or purports to terminate this Agreement during the Initial Term other than for a material breach by Arcus AI Tech Ltd, all remaining fees due for the balance of the Initial Term shall immediately become due and payable, subject to Arcus AI Tech Ltd's duty to mitigate its losses where applicable.

15.2B For the avoidance of doubt, the following shall not constitute a material breach: failure to meet estimated or best-endeavours timelines, dissatisfaction with design aesthetics, incomplete delivery caused by Client Materials, or matters capable of remedy and which are remedied within a reasonable period after notice.

15.3 After the Initial Term, either party may terminate with 30 days’ written notice.

15.4 No refunds are provided for partial months.

15A. Suspension and Deletion of Services

15A.1 Where fees remain unpaid or the Client is otherwise in breach of this Agreement, Arcus AI Tech Ltd may suspend access to the Services until the issue is resolved.

15A.2 During suspension, the Client’s website and services may be inaccessible, but data will be retained for a limited period.

15A.3 If the Services remain suspended for a continuous period of thirty (30) days, Arcus AI Tech Ltd reserves the right to permanently delete the website, content, and associated data, unless required otherwise by law.

15A.4 Arcus AI Tech Ltd is not responsible for retaining data beyond this period and recommends Clients maintain their own backups at all times.

15A.5 Once deleted, websites and data cannot be recovered.

16. Intellectual Property

16.1 Upon payment, the Client is licensed to use the website content.

16.2 After the Initial Term, the Client owns all content created specifically for them, subject to Sections 16.3 to 16.5.

16.3 Arcus AI Ltd retains ownership of all software, source code, AI processes, automation, systems, databases, branding, trade marks, domain names, websites, technology assets and the Arcus AI Platform used in connection with the Services.

16.4 Arcus AI Tech Ltd is authorised to use, market, licence, support and commercialise such assets pursuant to licences and arrangements within the Arcus AI Group.

16.5 Platform technology, software and associated intellectual property, including the Arcus AI Platform and all related systems, databases, processes and automations, are not transferable upon termination.

17. Limitation of Liability

17.1 Arcus AI Tech Ltd is not liable for:
• Loss of profits or revenue
• Indirect or consequential losses
• Platform outages beyond reasonable control

17.2 Downtime liability is limited to a pro-rata credit of the monthly fee and must be reported within 24 hours.

17.3 Total liability is capped at one (1) month’s fees.

17A. Downtime Claims Process

17A.1 Claims must be submitted in writing within 24 hours.

17A.2 Approved claims are applied as a credit against future charges only.

17A.3 Credits are the Client’s sole remedy for downtime.

18. Data Protection

18.1 Both parties shall comply with all applicable data protection legislation including the UK GDPR and the Data Protection Act 2018.

18.2 Arcus AI Tech Ltd shall act as the primary data controller for personal data collected in connection with the Services.

18.3 Arcus AI Ltd and other companies within the Arcus AI Group may process personal data where reasonably necessary for the provision, operation, maintenance, support, development or improvement of the Services.

18.4 The Client acknowledges that personal data may be processed by companies within the Arcus AI Group for the purposes described in this Agreement and associated privacy documentation.

19. Force Majeure

Neither party is liable for failure due to events beyond reasonable control.

20. Governing Law

This Agreement is governed by the laws of England and Wales.

21. Entire Agreement & Incorporated Policies

21.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, representations, and discussions, whether written or oral, relating to its subject matter.

21.2 The following policies form part of this Agreement and are incorporated by reference:

• Hosting & Acceptable Use Policy

• Data & Backup Responsibility Policy

In the event of any conflict between this Agreement and the incorporated policies, this Agreement shall prevail.

21.3 Time shall not be of the essence in respect of the Services, and any delivery dates, milestones, or timeframes stated in this Agreement are estimates only.

22. Client Acceptance

By proceeding with the Services, completing signup, making payment, or otherwise confirming acceptance, the Client confirms they have read, understood, and agree to be bound by these Terms & Conditions (Version 1.0, effective from the stated date).
The Client confirms they have authority to enter into this Agreement.

23. Notices

Notices under this Agreement shall be sent by email or recorded post to the last known contact details of the relevant party as notified to the other from time to time.

Notices sent by email shall be deemed received at the time of transmission, provided that no delivery failure or bounce-back notification is received.

Notices sent by recorded post shall be deemed received two (2) business days after posting.

Notices to Arcus AI Tech Ltd shall be sent to: legal@arcusai.uk.

24. Assignment

The Client may not assign this Agreement without consent. Arcus AI Tech Ltd may assign freely.

Schedule 1 – Add-On Fees & Charges

This Schedule forms part of the Arcus AI Tech Ltd Managed Website & eCommerce Services Agreement and should be read in conjunction with Sections 9, 10, 10A, and 13A.

All add-ons are optional, chargeable, and non-refundable unless stated otherwise.

END OF AGREEMENT