Artacron.com (“Artacron”) is in the business of providing consultancy and allied services in computer-based information technology to its clientele, including affiliates, subsidiaries and divisions of Artacron’s clients and customers (hereinafter referred to as “Clients”). Artacron provides website development, software development, design, digital marketing, SEO, creative services, technical support and related technology services, including the production of software, designs, software planning documents/diagrams and creative works for its Clients, whether copyrightable/patentable or not (hereinafter referred to as “Product” or “Products”).
The Client (…………………………………….. through its authorized representative ……………………………………..) has contacted Artacron for purchasing Artacron services/products.
NOW THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein, the parties hereto agree to the terms mentioned in this agreement/proposal.
The Client’s approval for work to commence shall constitute a contractual agreement between the Client and Artacron. Acceptance of these Terms and Conditions may be through:
Agile Engagement Model
The Client is billed based on a Time and Material basis where the complete Project SOW has not been pre-agreed and project requirements, milestones and deliverables are mutually agreed between the parties during the engagement. Unless agreed in a separate SOW agreement, penalty clauses and free technical support related to fixed-scope projects may not be applicable to work performed under the Agile Engagement Model.
In the absence of clearly defined requirements or technical constraints which may affect the User Experience or Functionality of the solution being discussed in the project, general assumptions may be made on the basis of which Artacron proposes a solution and/or estimates and/or quotations.
Any deviation from such assumptions may impact the SOW, project timelines and pricing. Accordingly, the project timelines and pricing may be revised.
A person authorized to complete any and/or all legal formalities on behalf of Artacron.
The Client shall rely on the representation that the person representing Artacron has obtained all necessary authorizations from Artacron for negotiating the terms and signing agreements, documents, approvals and sign-off documents as may be required from time to time.
Billable Hours may include time spent on:
Unless otherwise specified in the applicable quotation or SOW:
Billing rates may be mutually negotiated where the Client requests restrictions on Artacron displaying the Client’s business name, website or Project in Artacron’s portfolio and/or marketing material.
The Client who engages Artacron for purchasing Products or services. Client includes the owner of the Client business, directors, authorized representatives and Client Team.
Logos, information, textual content, graphics, images, documents, artwork, product data, service information and other materials provided by the Client to Artacron in relation to the services being sourced from Artacron.
Business Name, Trade Name, Logo, Business Information, Service Details, Contact Details including email addresses, phone numbers and business address, website details, website URL, staging site URL, demo site URL, publishing date/year and other information provided by
the Client.
Review of the Project work marked as “Ready for Client Review” by the Client or Client Team.
The Client or any individual or group of individuals appointed by the Client for communicating with Artacron regarding the Project, including discussing and finalizing the Scope of Work, reviewing work, reviewing progress reports and sharing feedback.
Means the Project has been completed in accordance with the agreed scope and deliverables and the Client has no outstanding objections regarding quantity, scope, quality or agreed timelines.
Both parties shall continue to comply with all applicable terms, obligations, responsibilities and assurances under this Agreement, except those specifically relieved due to Project Cancellation.
Both parties shall remain responsible for respecting copyrights, intellectual property rights and confidential information belonging to the respective parties after Project Cancellation.
The date by which the Project is scheduled to be delivered to the Client.
The Delivery Date shall automatically be extended by the number of days taken by the Client to provide required content, approvals, credentials, access, feedback or other materials necessary to complete or publish the Project.
Informal estimates for the SOW being discussed.
Unless otherwise agreed in writing, the Client may receive a perpetual worldwide license to use the agreed Project/Product for its business.
Where Exclusive Rights or Work Made For Hire are specifically included in the SOW, ownership and usage rights shall be governed by the applicable SOW.
The Client shall not reverse engineer any component delivered in compiled, encrypted or otherwise protected format where such restriction is applicable.
Services provided by Artacron, including website design and development, software development, eCommerce development, mobile application development, digital marketing, SEO, advertising management, content services, technical support, website maintenance, consultancy and other related technology or marketing services.
Any ready-made, pre-developed, licensed, proprietary or reusable solutions, templates, frameworks, software, scripts or other digital products offered by Artacron.
The scope of work and deliverables covered within this Agreement for which Artacron is being engaged.
Project overview, business challenges being addressed, solutions provided/developed, processes followed, technologies used and other relevant project information.
Production server credentials, hosting credentials, domain credentials, CMS login information, app store credentials, authorizations, permissions, collaboration access and other information required to deliver or publish the Project.
Delivery of agreed Project deliverables to the Client through electronic transfer or by publishing the work on a staging or production server as instructed by the Client.
The URL where the completed work is transferred and made accessible to the target audience.
The amount payable to Artacron for the agreed services and deliverables, after applicable taxes, deductions or legally required withholdings.
The server where the Production Site is hosted. It is generally owned and managed by the Client unless the Client has separately engaged Artacron to manage the production server.
Delivery or transfer of work performed on a staging or production server where the Client or Client Team can review the work.
Formal estimate for the final SOW agreed between Artacron and the Client.
Acceptance of deliverables by the Client whereby the Client confirms that the agreed deliverables have been completed and received in accordance with the agreed scope.
A perpetual non-exclusive worldwide license to use the agreed copy of a Project/Product on a designated domain, subject to the applicable license terms.
The Scope of Work to be delivered under this Agreement. It may include:
Any service, feature, requirement, modification or solution not specifically listed in the SOW shall be considered OUT OF SCOPE and may be separately billable under an additional SOW or change request.
The server where the Staging Site is hosted. It may be provided by Artacron or by the Client.
Temporary URL(s) where Artacron uploads work in progress until the Client requests transfer of the work to the Client’s server or another mutually agreed destination.
Taxes, deductions or amounts required to be withheld by the Client under applicable tax laws or other applicable laws in the Client’s country or the country from which payment is made.
Unless otherwise defined and agreed, timelines shared in the quotation or proposal are estimates and are subject to Client dependencies, approvals, content delivery, third-party services and scope changes.
Any individual, company, platform, service provider or entity that is not directly a party to this Agreement but whose services or performance may affect the Project.
Examples include:
Documents, files, images, screenshots, recordings or written feedback shared by the Client containing bugs, errors, objections or deficiencies identified during Client UAT based on the agreed SOW.
Unless otherwise agreed, UAT Findings should be provided within 15 calendar days from the Project Completion or Project Delivery Date, whichever occurs first.
An engagement model where the copyright and intellectual property rights over specifically identified Work Made For Hire deliverables are transferred to the Client upon receipt of all applicable payments, subject to the terms of the applicable SOW.
Deliverables must clearly identify the items being performed under the Work Made For Hire model.
The Client agrees not to use Artacron services, Products or Solutions for any illegal business or activity, or for activities harmful to society or children.
The Client is fully responsible for all content published, distributed or allowed to be published or distributed through the Client’s website, application or other digital property.
The Client shall take reasonable security precautions to prevent illegitimate or unauthorized use of the services and solutions provided by Artacron.
The quotation provided by Artacron shall specify the agreed services, deliverables, estimated timelines and pricing.
Any work, service, feature, revision or requirement not specifically included in the quotation or SOW may be considered additional work and may be separately chargeable.
The Client agrees that stipulated timelines cannot be guaranteed if the Project scope is changed after the Scope of Work has been finalized.
Changes, additional requirements, delayed approvals, missing content or missing credentials may extend the original agreed timelines.
After the Client makes all agreed payments for the Project and any additional work ordered, Artacron shall not claim any share in the Client’s business profits or proceeds from a future sale of the Client’s business, unless a separate written agreement expressly provides otherwise.
Artacron may list or display Client Info and Project Info in its portfolio, website, case studies and promotional materials unless the parties have agreed otherwise in writing.
If the Client requires confidentiality regarding portfolio or marketing usage, such restriction must be specifically agreed in writing.
No penalties shall apply where Project completion or delivery is delayed due to dependencies on third parties.
The Client shall be responsible for making necessary arrangements and coordinating with third-party providers where the Client controls or owns the relevant third-party account or service.
The Project or part of the Project may be marked as completed in any of the following circumstances:
The Project or part of the Project may be marked as accepted in any of the following circumstances:
The Project shall be considered delivered when:
Free Technical Support begins from the Project Delivery Date only where such support is included in the applicable SOW.
Free Technical Support does not apply to projects performed under an Agile Engagement Model unless expressly agreed otherwise.
Where included, technical support may cover:
Support shall not apply where issues arise due to:
Technical support does not include:
After the Project has been published on the Client’s server, unless otherwise agreed in writing, the following services may be separately billed:
Both parties agree to the following:
Artacron makes reasonable efforts to design and develop websites that work properly on commonly used, current versions of major browsers such as Chrome, Firefox, Edge and Safari.
Artacron cannot guarantee compatibility with future browser versions, outdated browsers or unsupported devices released after the Project has been developed.Additional work required to support obsolete or unsupported browsers may be separately chargeable.
The following services are not part of the Project unless specifically agreed in writing:
After Artacron has delivered the Project to the Client, the Client is responsible for the content and information published on its website or application.
If Artacron is responsible for uploading or publishing Client-provided content and an error or omission occurs during that process, Artacron will make reasonable corrections when reported by the Client.
Client Content, including end-user data generated through the Client’s product and materials supplied by the Client, remains the property of the Client or its respective rights holders.
The Client represents that it has the legal right to use all materials provided to Artacron.
Artacron shall not be responsible for claims, damages, losses or reputational harm arising from copyrighted, unlawful or otherwise unauthorized materials supplied by the Client.
Domain names registered by Artacron on behalf of the Client shall be subject to the following:
Travel time and expenses are not generally included in project estimates.
If an in-person meeting, visit or travel is requested or required, applicable travel and related expenses shall be borne by the Client unless otherwise agreed in writing.
All third-party costs associated with the Project shall be paid by the Client unless specifically included in the quotation.
Examples include:
Artacron may accept international payments through:
Artacron may accept:
If payments remain outstanding for an extended period, Artacron may suspend access to unpaid deliverables and services until outstanding amounts are settled.
Either party may request cancellation of a Project at any stage, subject to the terms of this Agreement and the applicable SOW.
If the Project is canceled by the Client:
If Artacron cancels a Project or milestone, Artacron may refund the amount attributable to the uncompleted portion after deducting reasonable amounts for work already performed, project planning, requirements gathering, project initiation, execution and other applicable costs.
After settlement, Artacron shall provide the Client with the paid-for deliverables applicable to the canceled Project or milestone, subject to intellectual property and licensing terms.
Any money-back guarantee shall apply only if it is expressly stated in the Client’s quotation, proposal or applicable service agreement.
Where a specific guarantee is provided, the applicable refund conditions, exclusions, transaction fees and service charges shall be governed by that offer.
Where a penalty clause is expressly included in the applicable SOW, Artacron agrees to complete milestones within the agreed timeline, subject to Client dependencies and the exclusions specified in this Agreement.
If Artacron causes an avoidable delay in a milestone covered by a penalty clause, the applicable penalty may be 1% of the affected milestone price for each week of delay, subject to the terms of the applicable SOW.If a covered milestone is delayed by more than 8 weeks due solely to Artacron, the Client may request cancellation of the affected milestone and a refund of amounts paid toward the uncompleted portion, subject to the agreed SOW.
The Client may claim either the applicable penalty or refund for the same delay, but not both.
Client Responsibilities
The Client shall:
Penalties shall not apply to delays caused by:
Unreasonable delays by the Client in providing feedback, information, content, credentials or approvals may extend the timelines specified in the quotation.
If the Client does not provide required information for more than 15 working days, Artacron may pause the Project.
If the Client does not communicate with Artacron for more than 15 calendar days during the Project, Artacron may mark the Project as inactive or on hold.
The Client may request resumption of a paused Project subject to:
Artacron aims to provide timely assistance and reasonable support to resolve Client concerns.
If a concern is not resolved through the normal project communication process, the Client may escalate the matter to Artacron management by contacting:
**Email: [contact@artacron.com](mailto:contact@artacron.com)**
Artacron will make reasonable efforts to respond to escalated concerns within an appropriate business timeframe.
Unless otherwise agreed in writing, Artacron retains copyright and intellectual property rights in reusable materials, frameworks, libraries, processes, methodologies, templates, source code components and other proprietary materials created or owned by Artacron.
Where specifically agreed, the Client may own or receive rights to:
Unless otherwise agreed in writing, Artacron retains ownership of its proprietary source code, frameworks, libraries, reusable components, methodologies and intellectual property.
The Client agrees:
Where the Client has received a valid license to use the Project, the Client may use the licensed deliverables for its legitimate business purposes subject to the applicable SOW and license terms.
Upon full payment and subject to the agreed ownership model, the Client may create reasonable backup copies of the paid-for deliverables for internal business purposes.
If either party terminates this Agreement for any reason, the parties shall continue to comply with their respective obligations regarding confidentiality, intellectual property rights, copyright, payment obligations and other provisions which by their nature survive termination.
Unless otherwise agreed in writing, a Single Domain License permits the Client to use the licensed system or proprietary solution on one production domain or sub-domain.
Development and testing environments may be permitted as specified in the applicable SOW.
If the Client wishes to use the same licensed proprietary system on another production domain or sub-domain, an additional license or fee may apply.
The specific license limitations shall be stated in the applicable quotation or SOW.
Where a limited-period license applies, the license validity period shall be specified in the applicable quotation or SOW.
Where full payment has been made and the applicable license terms provide for lifetime usage, the Client shall retain such rights subject to the agreed license conditions.
Unless otherwise specified in writing, there shall be no recurring license fee for a license that has been expressly identified as perpetual or lifetime.
Third-party subscriptions, hosting, domain renewals, plugins, APIs, software subscriptions and other external services may have separate recurring costs.
Unless otherwise agreed, Artacron may use proprietary frameworks, libraries or code components in encrypted, compiled or otherwise protected formats where necessary to protect its intellectual property.
Where required, Artacron may provide documentation or instructions necessary for the Client to use the delivered solution.
The use of proprietary or encrypted components shall not transfer ownership of Artacron’s underlying intellectual property to the Client unless expressly agreed in writing.
During the period beginning on the Effective Date of this Agreement and ending for a period of five years after termination or expiration of this Agreement, neither party shall knowingly and directly solicit or induce an employee of the other party to leave their employment, except where permitted by applicable law.
This clause shall not prevent general recruitment activities that are not specifically targeted at employees of the other party.
The Client has appointed:
Name: ……………………………………..
Email:……………………………………..
Phone: ……………………………………..
as the Single Point of Contact for managing this Project on behalf of the Client.
The Client has appointed:
Name:……………………………………..
Email: ……………………………………..
Phone: ……………………………………..
as the Authorized Person for handling conflicts, signing agreements and signing other documents on behalf of the Client.
Either party may change its point of contact by providing written notice to the other party.
35. General Terms