Terms & Conditions

1.1 These terms govern business subscriptions to Arc, the hosted systems-engineering platform and related services supplied by ARC ARTIFICIAL INTELLIGENCE LTD, registered in England and Wales under company number 17102842, with its registered office at Flat 10 57 Greatorex Street, London, England, E1 5NP. References to “Arc”, “we”, “us” and “our” mean that company. Contact us at luc@archelps.com.

1.2 The “Customer”, “you” and “your” mean the business identified in the Order. The Service is available to business customers, including legal entities formed under their local laws, in the UK, the US, the EU and other locations where it may lawfully be supplied, for business purposes only. The person accepting must have authority to bind the Customer. Creating an individual user account does not itself confer that authority.

1.3 An “Order” sets out the Service, fees, subscription start date, monthly billing dates and any agreed support or implementation, whether displayed in Stripe Checkout or supplied in a written offer. Before acceptance, we will clearly present the recurring price, currency and billing frequency, cancellation deadline and method, refund policy and version of these terms. The Customer enters into an Order when its authorised representative agrees to that version during Stripe Checkout and completes the subscription purchase, or expressly accepts a written offer incorporating that version. We will provide confirmation in a form you can retain. A website visit, invoice or use by an unauthorised employee does not alone create an Order.

1.4 The “Agreement” comprises these terms, the accepted Order and documents expressly incorporated into them. A separately signed agreement or expressly agreed Order takes priority where it expressly conflicts with these terms. A data processing agreement takes priority for the processing it covers. Customer purchase orders, procurement terms and vendor portal terms do not apply unless Arc expressly agrees to them in writing.

2.1 Arc enables teams to organise engineering information, analyse relationships, manage changes and reviews, and work with test and compliance evidence. We will provide the agreed Service with reasonable care and skill.

2.2 Features, usage limits, implementation and support commitments are those agreed in the Order. Specific support hours, response times, deliverables or uptime commitments apply only if expressly agreed in writing. Arc is supplied as a hosted service. Customer-hosted, on-premises, air-gapped or customer-owned database arrangements are not included in the standard subscription and require separate signed terms and confirmation of technical support.

2.3 We may maintain, fix and improve the Service. Maintenance, network failures and supplier outages can affect availability. Arc does not provide engineering certification or regulatory approval. You remain responsible for engineering decisions, independent verification, applicable standards and approvals, and the safety and fitness of systems you design or operate.

3.1 The subscription starts on the date stated in the Order and continues for successive monthly billing periods, renewing automatically each month until cancelled or terminated under this Agreement. There is no free trial or commitment beyond this monthly arrangement, subject to the cancellation notice requirement in clause 4.1.

3.2 Subscription fees are payable in advance for each monthly billing period at the agreed rates. The checkout details or accepted written Order state the currency, applicable taxes, billing dates, payment method and payment terms. Implementation or separate support fees apply only where agreed. Additional services, users or upgrades are chargeable only when authorised, with their charges and effective date agreed before they take effect.

3.3 Fees exclude VAT and other applicable taxes unless stated otherwise. You must provide your accurate legal business name, billing country and address, and tax identification numbers where applicable. Tax treatment follows applicable law and may include EU reverse charge or local sales or use taxes. You must pay taxes properly chargeable on the Service, excluding taxes on Arc’s income. Any discount applies for the period stated in the Order.

3.4 Arc uses Stripe to process subscription payments and remains the supplier of the Service. Completing a subscription checkout authorises monthly collection of the agreed subscription fees using your selected payment method until cancellation takes effect or the subscription otherwise ends. For a separately accepted written Order, recurring collection follows the agreed payment method and authorisation. These terms do not authorise charges for services you have not agreed to buy. Mandatory local renewal, renewal-notice and cancellation rights take priority over conflicting provisions in these terms.

3.5 Tell us promptly if you dispute a charge, explain the issue and cooperate in resolving it. You must pay undisputed amounts when due. We may suspend for overdue undisputed fees after notifying you and allowing a reasonable opportunity to resolve the non-payment, subject to clause 10.1.

4.1 An authorised representative may cancel the subscription by emailing luc@archelps.com. We must receive the notice at least seven calendar days before the next monthly billing period begins for cancellation to take effect at the end of the current period.

4.2 If notice arrives less than seven calendar days before the next period begins, the subscription renews for one further paid monthly period and ends at the end of that further period. No second cancellation notice is needed. Access continues until the subscription ends, subject to the suspension and termination provisions.

4.3 We will confirm the effective cancellation date. Notice is measured from receipt, not the date of our confirmation.

4.4 Stopping use or closing an individual user account does not cancel an organisation’s subscription. Cancellation does not automatically delete its engineering content. Section 10 explains organisation closure and retrieval.

4.5 Fees are not refunded for ordinary cancellation or unused access during a paid period. We will correct billing errors, including refunding any overcharge, and provide refunds for agreed service failures. Any refund required by law or expressly provided elsewhere in this Agreement remains available. The separate cancellation right for material price or terms changes appears in clause 12.2.

5.1 Your authorised users may include employees and contractors using the Service on your behalf. Users must be at least 18. You manage their permissions and are responsible for use you authorise, compliance with this Agreement and reasonable steps to prevent account misuse.

5.2 Provide accurate account information, secure credentials, avoid sharing individual accounts and promptly report suspected unauthorised access. Removing a user’s access does not automatically erase their contributions or engineering history. You are responsible for your devices, networks, connections and separately contracted services.

5.3 You must not use the Service unlawfully, infringe others’ rights, upload content you are not entitled to provide, access another customer’s information, bypass access controls, introduce malware or disrupt the Service. Security testing requires prior written permission except where applicable law gives a right that cannot be excluded.

5.4 You must not resell the Service without agreement, copy or clone its software or non-public implementation, or reverse engineer, decompile or disassemble it except to the extent permitted by law. These restrictions preserve ordinary use of intended features and your rights in Customer Content and Output.

5.5 Do not upload classified information or export-controlled technical data unless we first agree suitable deployment and contractual arrangements in writing. Do not use Arc as a real-time safety control or emergency-response system.

6.1 “Customer Content” means information, documents, files, models, messages and other content you or your users provide. You retain your rights in it and are responsible for the rights, permissions and lawful basis needed to provide it and instruct its processing.

6.2 You permit Arc and its service providers to host, copy, process, transmit and display Customer Content only as reasonably necessary to provide, secure and support the Service, carry out your instructions and comply with law. This permission does not transfer ownership or grant a right to sell Customer Content.

6.3 Arc retains its rights in the Service, software, documentation and technology. Your subscription gives authorised users permission to access and use the agreed Service during the subscription. It does not transfer ownership of Arc’s technology.

6.4 We may use technical and diagnostic information to operate, secure and support the Service. Logs containing Customer Content or personal information remain subject to the relevant confidentiality and data protections. Anonymous aggregated usage metrics may help improve the Service, provided they identify neither the Customer nor any individual and do not reveal confidential content.

6.5 You permit us to use voluntarily supplied feedback to improve the Service without payment. This permission excludes Customer Content, personal information and confidential information.

7.1 Confidential information is non-public information disclosed in connection with the Agreement that is marked confidential or should reasonably be understood to be confidential. It includes non-public Customer Content and Arc’s non-public technical and product information.

7.2 Each party must use the other’s confidential information only for this Agreement, protect it with reasonable care and disclose it only to employees, contractors, service providers and professional advisers who need it for that purpose and are subject to appropriate confidentiality duties. Each party remains responsible for those disclosures.

7.3 This does not cover information lawfully public, already lawfully known without restriction, independently developed or lawfully obtained without a confidentiality duty. Disclosure required by law is permitted, with advance notice and efforts to limit disclosure where lawful and practical. Protected whistleblowing and other disclosures protected by law remain permitted.

7.4 You may share Customer Content and Output for legitimate business purposes while respecting others’ rights and these confidentiality duties. The duties continue after the Agreement ends for as long as the information remains confidential. Either party may seek appropriate court relief for a breach or threatened breach.

8.1 “Output” means responses, summaries, analyses, recommendations and other content generated for you by the Service. External AI services may process relevant prompts, conversation context, engineering records, document text, files and audio for AI assistance, embeddings and retrieval indexing, transcription and automated assessments. Processing is not limited to messages entered into a chat and may occur through search preparation or configured automated tasks.

8.2 Arc does not use Customer Content to train AI models. Arc-managed OpenAI and Microsoft Azure OpenAI API services process it under their applicable business terms, under which they do not use it to train their models. Provider retention follows the applicable data-processing agreements, endpoint and account settings; security records and temporary files may have separate retention periods. Arc may retain programme records, conversations and outputs as described in our Privacy Policy and your data processing agreement.

8.3 AI Output may be inaccurate, incomplete or similar to output supplied to others. Review and independently verify it before relying on it. It is not professional approval or certified evidence.

8.4 As between you and Arc, to the extent permitted by law and applicable supplier terms, we assign to you any rights we hold in Output generated for you from Customer Content. We do not guarantee uniqueness, intellectual property protection or freedom from third-party rights.

8.5 Optional integrations require appropriate authority and may carry separate terms and charges. Connecting one authorises the relevant data exchange for requested actions. You manage your separately connected accounts, including their AI-provider terms and settings. For those AI-provider accounts, retention is governed by the provider’s terms and your settings. Independent supplier changes or outages may affect integrations without removing Arc’s responsibility for its own obligations.

9.1 Each party must comply with applicable data protection laws. Our Privacy Policy explains personal-information handling and the providers used for the Service and website. Accepting these terms is not blanket consent to processing.

9.2 Stripe processes payment and billing information to collect subscription fees. See Stripe’s Privacy Policy for information about its handling of that information.

9.3 Where Arc processes personal data in Customer Content on your behalf, an applicable data processing agreement must be in place before that data is uploaded. You determine the purposes and lawful basis, and Arc processes it under documented instructions and that agreement. The agreement must address applicable UK or EU GDPR requirements and any applicable US processor or service-provider requirements, including processing scope, purpose and duration, data and data-subject categories, confidentiality and security, subprocessors, assistance with rights requests and incidents, audits, return or deletion and lawful transfers. Do not upload sensitive personal information unless suitable arrangements have been expressly agreed.

9.4 We will maintain appropriate technical and organisational security measures, including access controls and encryption. No internet service guarantees absolute security. We will notify you without undue delay after becoming aware of a security incident affecting your Customer Content and provide assistance required by law and the data processing agreement.

9.5 The Customer authorises Arc to use the service providers identified in the provider list to deliver the agreed Service, including configured automated AI processing, subject to the applicable data processing agreement. Website suppliers and customer-connected services are identified separately. Subprocessor authorisation, advance notice of changes and the opportunity to object are governed by applicable law and that agreement. Contact us for processing locations, supplier legal entities and applicable retention arrangements. Transfers of personal data from the EU or UK, including onward transfers, require a lawful mechanism where applicable, such as an adequacy decision or approved contractual clauses, with supplementary measures where needed.

10.1 We may restrict or suspend access where reasonably necessary for a security risk, unlawful use, material breach, overdue undisputed fees or legal requirement. We will explain the reason and provide an opportunity to resolve it where lawful and practical. Urgent security or legal risks may require immediate action. We will keep restrictions proportionate and restore access when the reason is resolved.

10.2 Either party may terminate for material breach if the other does not remedy it within 30 days after written notice requiring remedy, or immediately if it cannot reasonably be remedied. Arc may end a paid Service for convenience on reasonable written notice and will refund prepaid subscription fees for the unused period after it ends.

10.3 When the subscription ends, paid-use rights cease and fees properly accrued remain payable. Keep independent copies of essential information. Revision history and archive features do not replace business-continuity arrangements.

10.4 After your subscription ends, we allow 90 days to retrieve Customer Content, then delete it from live systems unless another period is agreed in writing or retention is legally required. We confirm the subscription end date and retrieval arrangements. An authorised representative may separately agree an earlier organisation closure date and retrieval arrangements with us. Security or legal restrictions may limit retrieval, and the data processing agreement governs relevant return and deletion instructions.

10.5 Routine database backups provide seven days of point-in-time recovery and weekly snapshots retained for 183 days (approximately six months). Deleted live data may remain in backups until expiry; backups are restricted to recovery and security purposes. Separately retained manual recovery snapshots must also be addressed when handling deletion instructions. Legally required erasure and the data processing agreement take priority over routine expiry. Records retained for legal obligations or claims are restricted to those purposes. Closing an individual account does not authorise deletion of organisation content or alter statutory personal-data rights.

10.6 Clauses 10.6 to 10.10 apply where the Service supplied to you falls within the EU Data Act’s rules on switching data processing services for customers in the EU. You may email us to request a switch to another provider or your own on-premises infrastructure, or erasure on termination. Tell us your chosen action and, for a provider switch, the destination details. We will agree the start promptly, with any notice period no longer than two months. Ordinary cancellation under clause 4.1 remains available. We will confirm termination upon a successful switch, or at the end of the applicable notice period if you choose erasure without switching.

10.7 The transition starts after the applicable notice period and must complete without undue delay and within 30 calendar days, unless a lawful extension applies. We will provide reasonable assistance to you and your authorised third parties, cooperate in good faith, support your exit strategy with relevant information, use due care to maintain business continuity and contracted functions, explain known continuity risks and maintain a high level of security. If 30 days is technically unfeasible, we will notify you within 14 working days of your switching request, justify this and specify an alternative transition of no more than seven months. You may extend the transition once for a period appropriate to your needs.

10.8 You may port all legally exportable inputs, outputs and metadata generated directly or indirectly by your use of the Service, together with digital assets you own or have an independent right to use. We will provide retainable precontract switching documentation, incorporated into each in-scope EU Order, specifying every portable category and any lawful exclusions, procedures, methods, formats, interfaces, known technical limitations and charges. It will reference an up-to-date online register of data structures, formats, standards and open interoperability specifications that we will maintain. We will provide open interfaces required by law free of charge. Where required by applicable switching law, we will export the data in a structured, commonly used and machine-readable format and meet applicable interoperability specifications or standards. Legitimate provider and third-party intellectual property and trade secrets remain protected, without exclusions that impede or delay lawful switching.

10.9 Following a successful in-scope switch, the retrieval period will end no earlier than the later of 90 days after subscription termination and 30 calendar days after the agreed transition ends. We will maintain a high level of security during retrieval and fully erase your exportable data and digital assets after that period, or a later period we agree with you, unless retention is required by law. Backup expiry under clause 10.5 must not postpone erasure required by law.

10.10 Any switching charge before 12 January 2027 must be disclosed before contracting and limited to costs directly incurred for that switch. No switching charges apply from 12 January 2027. Normal subscription fees remain separate and accrue only until the applicable subscription termination. These mandatory switching rights prevail over conflicting cancellation, liability, retrieval or deletion limits in these terms.

11.1 Nothing excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or liability that cannot lawfully be excluded or limited.

11.2 Subject to clause 11.1, neither party is liable to the other for indirect or consequential loss, or loss of profit, revenue, business opportunity or anticipated savings arising from the Service. Subject to clause 11.1, each party’s total liability arising out of or in connection with the Agreement in any 12-month period is limited to the greater of £100 and the fees paid or payable for the Service during that period. Agreed fee-payment obligations are not reduced by this limit.

11.3 Except for the express commitments in this Agreement, and to the extent permitted by law for a business service, implied warranties and conditions are excluded. These provisions do not remove Arc’s reasonable-care-and-skill obligation or other rights and duties made mandatory by law. A separately signed agreement may set different liability limits.

12.1 We will identify each revised version and its effective date. Price increases or material terms changes require at least 30 days’ advance written notice and apply no earlier than the first monthly renewal occurring at least 30 days after that notice.

12.2 If you reject such a change, you may cancel by notice received before that renewal and end the subscription immediately before the change takes effect. The ordinary seven-day cancellation deadline does not apply to this right. Earlier terms remain applicable until then. We will obtain renewed acceptance where required by law. Changes do not retrospectively remove accrued rights or rights relating to an existing dispute.

12.3 Legal and cancellation notices must be emailed to luc@archelps.com. We send contractual notices to the organisation or billing contact you provide. Email notices take effect when received at the designated address. Both parties must keep their contact details current.

13.1 Neither party is liable for a delay or failure caused by events beyond its reasonable control. The affected party must promptly notify the other, take reasonable steps to mitigate the effects and resume performance as soon as reasonably possible. This does not excuse payment of fees already due or remove cancellation rights.

13.2 Neither party may transfer the Agreement without the other’s consent, except to a successor in a merger or sale of substantially all the relevant business that assumes its obligations. A delay in enforcing a right does not waive it. If a provision is unenforceable, the remaining provisions continue.

13.3 The Agreement is the entire agreement on its subject matter. The parties are independent contractors. A non-party has no enforcement right under the Contracts (Rights of Third Parties) Act 1999. Provisions intended to continue after termination, including confidentiality, intellectual property, accrued payment obligations, data exit and liability, continue to apply.

13.4 The Agreement and related non-contractual obligations are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction. The choice of English law and courts is subject to mandatory laws, jurisdiction rules and rights applicable in another country.