Terms of service

1. Agreement

These terms apply to work carried out by Arixa. Where we have signed a separate proposal, statement of work or contract with you, that document takes precedence over anything here that conflicts with it.

Engaging us, paying a deposit, or asking us to begin work means you accept these terms.

2. What we provide

Depending on what we have agreed, that may include:

• AI systems and automation, including retrieval based assistants and agents
• Web applications such as dashboards, portals and internal tools
• Mobile applications for iOS and Android
• Custom software, integrations and APIs
• Websites and marketing sites
• Ongoing support and development, where agreed separately

3. Scope and changes

Every project is quoted against a written scope and a fixed price agreed before work begins. The scope sets out what is included, what is not, and how many rounds of revision are covered.

Work outside that scope is quoted separately and only starts once you approve it. We will not carry out additional chargeable work without telling you the cost first.

4. Your responsibilities

• Give us accurate information, content and access when we need it
• Provide feedback and approvals within the timescales we agree
• Nominate one person who can make decisions on your behalf
• Confirm you own or are licensed to use any content you supply to us
• Hold the accounts and subscriptions the project depends on, unless we agree otherwise

5. Payment

Projects

• 50 percent of the project fee is payable before work begins
• The balance is payable on completion, before final handover or deployment
• Longer projects may be invoiced in agreed stages instead

Ongoing support

• Invoiced monthly in advance
• Either side may end it with 30 days written notice
• Unused time does not roll over between months unless we agree in writing

Late payment

Invoices are due within 14 days unless stated otherwise. Overdue accounts may incur interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. We may suspend work on accounts more than 30 days overdue, having given you notice first.

All fees are exclusive of VAT where VAT applies.

6. Ownership of the work

You keep ownership of everything you supply to us. You grant us the licence to use it only as needed to carry out the work.

We retain ownership of our own pre-existing tools, libraries and internal components. Where any of those are included in a deliverable, you receive a perpetual, irrevocable, worldwide licence to use, modify and distribute them as part of that deliverable. Nothing we build locks you into continuing to work with us.

Open source components remain under their own licences. Until payment is received in full, we retain ownership of the deliverables.

Portfolio

We may describe and show the work in our portfolio and marketing. If a project is confidential, tell us and we will keep it off the site. You can ask us to remove work from our portfolio at any time.

7. AI systems

Where we build systems that use language models or other machine learning components, the following applies in addition to everything above.

• AI output is probabilistic. It can be wrong, incomplete or inconsistent even when the system is working as designed. We build grounding, constraints and review steps where the scope calls for them, but we cannot warrant that output will always be accurate.
• You are responsible for deciding where human review is required, particularly for decisions with legal, financial, medical or safety consequences.
• You are responsible for having the right to use any data you ask us to train on, index or feed into a model, and for its lawful basis under data protection law.
• AI systems depend on third party model providers. Their pricing, availability, terms and model behaviour can change without notice, and such changes are outside our control.
• Ongoing running costs for model usage are yours and are billed by the provider directly to your account, unless we have agreed otherwise in writing.

8. Timelines

We give realistic timelines and work hard to meet them. Timelines are estimates rather than guarantees, and can be affected by delays in feedback or approvals, changes to scope, waiting on third party access or accounts, and app store review, which is outside our control entirely.

9. Warranty and liability

We warrant that work will be carried out with reasonable skill and care, and that deliverables will perform materially as described in the agreed scope.

For 30 days after handover we will fix defects in our own code at no charge. This does not cover changes in scope, new features, problems caused by third party services, or changes made by you or anyone else after handover.

Except in respect of death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be excluded, our total liability arising out of or in connection with a project is limited to the fees paid by you for that project. We are not liable for loss of profit, loss of business, loss of data or any indirect or consequential loss.

Nothing in these terms affects the statutory rights of a consumer. Our services are provided business to business.

10. Ongoing support

Support beyond the 30 day defect period is available by separate agreement. What it covers and what it costs are confirmed in writing before it starts.

Software left unmaintained will degrade as dependencies, operating systems and third party APIs move on. Ongoing support is optional, and declining it is a decision about risk rather than a breach of anything.

11. Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the project, and not disclose it without permission. This continues after the engagement ends.

It does not apply to information that is already public, was already known without obligation, or must be disclosed by law. We are happy to sign your own non disclosure agreement.

12. Third party services

Projects commonly rely on third party services such as hosting, databases, payment processors, model providers and app stores. You are responsible for their fees and for complying with their terms.

We are not liable for their availability, pricing changes, policy changes or failures, though we will help you work around them.

13. Termination

Either side may end an engagement with written notice. If you end a project early, you pay for work completed up to that point and the deposit is not refundable.

We may end an engagement if invoices remain unpaid after notice, if the working relationship becomes untenable, or if we are asked to do something unlawful. In that case we will hand over all work paid for to date.

14. Governing law

These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.

We may update these terms. Changes apply to new engagements from the date they are posted, and do not change the terms of work already underway.

15. Contact

Questions about these terms go toadmin@arixa.co.uk or+44 7405 128529.