Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of the ArkyTools web platform and all associated services (collectively, the "Service"), provided by ArkyTools LTD (placeholder — to be incorporated), whose registered address will be 24 Malam Gardens, London, E14 0TR, United Kingdom ("ArkyTools", "we", "us", or "our").

By creating an account, clicking "I agree", or otherwise accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, do not use the Service.

2. Definitions

"Account"

A registered user or team account used to access the Service.

"Customer"

An organisation, firm, or individual that subscribes to the Service under a paid or trial plan.

"User"

Any individual who accesses the Service under a Customer's Account, including the Customer themselves if they are an individual.

"Customer Data"

All data, content, and files that a Customer or User uploads, submits, or generates through the Service, including project files, task data, links, and any other content.

"Subscription"

A paid or free-trial plan that grants access to the Service for a defined term.

"Subscription Term"

The period during which a Customer is entitled to access the Service under a paid Subscription.

3. Eligibility

You must be at least 18 years old to use the Service. By agreeing to these Terms, you confirm that you meet this requirement.

The Service is available to individuals, sole traders, and businesses. If you are a consumer (an individual acting outside the course of a business or trade), your statutory rights under the Consumer Rights Act 2015 and other applicable UK consumer protection legislation are not affected by these Terms. Where any provision in these Terms conflicts with your statutory consumer rights, your statutory rights will prevail.

4. Account Registration and Security

You must provide accurate and complete information when registering. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account.

You must notify us immediately at hello@arkytools.com if you suspect any unauthorised access to or use of your Account. We are not liable for any loss arising from unauthorised use of your Account where such use was caused by your failure to keep credentials secure.

You may not share login credentials between multiple individuals. Each seat in a team Subscription is intended for a single named user.

5. Subscriptions, Fees and Billing

5.1 Subscription Plans

We offer several Subscription plans as set out on our Pricing page. Plan details, including features and pricing, may be updated from time to time in accordance with Section 15.

5.2 Billing

Subscription fees are billed in advance on a monthly basis. By providing a payment method, you authorise us to charge all fees when due. All prices are in British Pounds Sterling (£) and are exclusive of any applicable taxes unless stated otherwise.

5.3 Auto-Renewal

Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date. We will send a reminder email at least 7 days before renewal. To cancel, you may do so through your account settings or by contacting us at hello@arkytools.com before the renewal date.

5.4 Price Changes

We may change Subscription fees on at least 30 days' written notice. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing. If you do not accept the new pricing, you may cancel your Subscription before the new fees take effect.

5.5 Non-Payment

If payment is not received when due, we may suspend access to the Service after providing notice. Persistent non-payment may result in termination of your Account in accordance with Section 13.

5.6 Refunds

Payments for completed billing periods are non-refundable except where required by law. If we terminate your Subscription for convenience under Section 13.3, we will provide a pro-rata refund for any unused portion of a prepaid Subscription Term.

6. Free Trial

We may offer a free trial period of up to 15 days with access to all features and no payment method required. At the end of the trial, your Account will revert to a limited or inactive state — there is no automatic conversion to a paid Subscription.

We reserve the right to modify or withdraw free trial offerings at any time. Trial access is provided "as is" and may not reflect all features of the live Service.

Customer Data created during a trial will be retained for 30 days after trial expiry to allow you to export it, after which it will be permanently deleted unless you have converted to a paid Subscription.

7. Licence Grant

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during the Subscription Term solely for your internal business or personal purposes.

You may not sub-license, resell, or otherwise provide access to the Service to third parties except as expressly permitted under a Teams or multi-user Subscription.

8. Acceptable Use

You agree not to:

• use the Service for any unlawful purpose or in violation of any applicable law or regulation;
• attempt to gain unauthorised access to any part of the Service or its underlying infrastructure;
• reverse engineer, decompile, or disassemble any part of the Service;
• use automated scripts, bots, or scrapers to access the Service in a way that places unreasonable load on our systems;
• upload content that infringes any third party's intellectual property rights, is defamatory, obscene, or otherwise unlawful;
• use the Service to transmit malware, spam, or any malicious code;
• use the Service to build a competing product or service;
• attempt to circumvent any usage limits, security features, or access controls.

We reserve the right to investigate suspected violations and to suspend or terminate Accounts where a violation is confirmed or reasonably suspected.

9. Your Content and Data

9.1 Ownership

You retain full ownership of all Customer Data you upload or create through the Service. These Terms do not transfer any intellectual property rights in your Customer Data to us.

9.2 Licence to Process

By using the Service, you grant us a limited, non-exclusive licence to store, process, and display your Customer Data solely to the extent necessary to provide the Service to you. This licence terminates when your data is deleted in accordance with these Terms.

9.3 Your Responsibility

You are solely responsible for the accuracy, legality, and appropriateness of all Customer Data you submit. You represent and warrant that you have all necessary rights to upload and process such data through the Service.

10. How We Use Your Data

10.1 Scope of Use

Your Customer Data will only ever be used to provide, maintain, and improve the ArkyTools platform for your direct benefit. We will not use your data for advertising, profiling, or for any purpose unrelated to delivering the Service to you.

10.2 No Sale or Transfer to Third Parties

We will never sell, rent, licence, or otherwise provide your Customer Data to third parties. We do not share your data with advertisers, data brokers, or any commercial third parties.

10.3 AI and Machine Learning

Your Customer Data will never be used to train, fine-tune, or otherwise improve any artificial intelligence or machine learning models, whether operated by us or any third party.

10.4 Service Providers

We may use carefully selected third-party service providers (such as hosting infrastructure and analytics tools) that process data on our behalf under strict contractual data processing agreements. These providers act solely on our instructions and may not use your data for their own purposes. Our current subprocessors are listed in our Privacy Policy.

10.5 Lawful Disclosure

We may be required to disclose Customer Data if compelled by a lawful court order, warrant, or binding regulatory request from a government authority or law enforcement agency. In such circumstances:

• we will comply only to the extent strictly required by law;
• where we are legally permitted to do so, we will notify you promptly before complying so that you have the opportunity to seek legal protection;
• we will not voluntarily provide data beyond what is legally required; and
• we will challenge any request we believe to be unlawful, overly broad, or not in accordance with due process.

10.6 Data Protection

We process personal data in accordance with UK GDPR and the Data Protection Act 2018. Full details of how we handle personal data, including your rights as a data subject, are set out in our Privacy Policy. Where you are a business Customer and process personal data through the Service, a Data Processing Agreement is available on request.

11. Confidentiality

Each party agrees to keep confidential all non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential given its nature ("Confidential Information").

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Section; (b) was already known to the receiving party before disclosure; (c) is independently developed without reference to the disclosing party's information; or (d) is required to be disclosed by law (subject to Section 10.5).

Each party will protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

12. Intellectual Property

12.1 Our IP

The Service, including all software, designs, trademarks, documentation, and other content we create, is owned by or licensed to ArkyTools and is protected by intellectual property law. Nothing in these Terms transfers any ownership of our IP to you.

12.2 Your IP

As stated in Section 9, you retain all intellectual property rights in your Customer Data. No licence to your IP is implied beyond what is necessary to provide the Service.

12.3 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free licence to use that Feedback for any purpose, including improving the Service. You waive any moral rights in such Feedback to the fullest extent permitted by law.

13. Term and Termination

13.1 Term

These Terms remain in effect from the date you first access the Service until your Account is terminated. Your Subscription Term renews automatically as set out in Section 5.3.

13.2 Termination for Breach

Either party may terminate these Terms or a Subscription if the other party materially breaches these Terms and fails to remedy that breach within 30 days of written notice describing the breach. Where a breach is not capable of remedy, termination may be immediate.

13.3 Termination for Convenience

Either party may terminate a Subscription for any reason on 30 days' written notice. If we terminate for convenience, we will provide a pro-rata refund for any prepaid but unused portion of the current Subscription Term. No refund is due where you terminate for convenience.

13.4 Suspension

We may suspend access to the Service immediately and without notice where we reasonably believe there is a serious risk to the security or integrity of the Service or other users, or where required by law. We will notify you as soon as reasonably practicable after any suspension and will restore access once the relevant issue is resolved.

13.5 Effect of Termination

On termination of your Subscription for any reason:

• your access to the Service will cease;
• you will have 30 days from the termination date to export your Customer Data;
• after that 30-day window, your Customer Data will be permanently and securely deleted from our systems, including backups, within a further 90 days;
• any outstanding fees remain due and payable.

13.6 Survival

Sections 9 (Your Content), 10 (How We Use Your Data), 11 (Confidentiality), 12 (Intellectual Property), 14 (Limitation of Liability), 15 (Indemnification), 16 (Governing Law), and any other provisions that by their nature should survive, will survive termination.

14. Warranties and Limitation of Liability

14.1 Our Warranty

We warrant that the Service will perform materially as described in our documentation during the Subscription Term. If the Service fails to meet this warranty, your sole remedy is to request a correction or, if a correction cannot be provided within a reasonable time, to terminate your Subscription and receive a pro-rata refund.

14.2 Disclaimer

Except as stated in Section 14.1, the Service is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or free from viruses or other harmful components.

Note for consumers: If you are a consumer, nothing in this Section removes or limits any statutory rights you have under the Consumer Rights Act 2015 or other applicable law.

14.3 Limitation of Liability

To the maximum extent permitted by applicable law, our total aggregate liability to you arising out of or related to these Terms or the Service — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — will not exceed the total fees paid by you to ArkyTools in the 12 months immediately preceding the event giving rise to the claim.

In no event will either party be liable for any indirect, incidental, consequential, special, or punitive damages, or for loss of profits, loss of data, loss of goodwill, or business interruption, even if advised of the possibility of such damages.

14.4 Exceptions

Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot be limited or excluded by applicable law.

15. Indemnification

You agree to indemnify and hold harmless ArkyTools and its officers, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of: (a) your breach of these Terms; (b) your Customer Data, including any claim that your Customer Data infringes a third party's rights; or (c) your violation of any law or third-party rights in connection with your use of the Service.

We will indemnify you against any third-party claim that the Service itself (excluding your Customer Data) infringes that third party's intellectual property rights, provided you notify us promptly and allow us to control the defence of such claim.

16. Third-Party Services

The Service may integrate with or link to third-party tools and services (such as cloud storage providers or external APIs). We do not control those services and are not responsible for their availability, content, or practices. Your use of any third-party service is governed by that service's own terms and privacy policy.

17. Changes to the Service and These Terms

17.1 Service Changes

We may update, modify, or discontinue features of the Service at any time. Where a change materially reduces the functionality of the Service, we will provide at least 30 days' advance notice.

17.2 Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will notify you by email or by a prominent notice within the Service at least 14 days before the changes take effect. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of those changes. If you do not accept the changes, you may terminate your Subscription before the effective date.

18. Governing Law and Disputes

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by and construed in accordance with the laws of England and Wales.

Both parties submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms.

Before initiating formal proceedings, both parties agree to attempt to resolve any dispute in good faith through direct negotiation for a period of 30 days following written notice of the dispute.

Note for consumers in other jurisdictions: If you are a consumer resident in a country where mandatory local consumer protection laws apply, those laws may provide you with rights in addition to or different from those set out above. Nothing in this Section limits any rights you may have under such mandatory local law.

19. General

Entire Agreement

These Terms, together with our Privacy Policy and any order form or additional agreement signed between the parties, constitute the entire agreement between you and ArkyTools regarding the Service and supersede all prior negotiations, representations, or agreements.

Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of ArkyTools.

Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, with notice to you.

Force Majeure

Neither party is liable for any failure or delay in performance caused by circumstances beyond their reasonable control, including natural disasters, acts of government, power outages, internet infrastructure failures, or industrial action, provided the affected party gives prompt notice and takes reasonable steps to resume performance.

No Agency

Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

Notices

Notices under these Terms may be sent by email. Notices to us should be sent to hello@arkytools.com. We will send notices to the email address associated with your Account.

20. Contact Us

If you have any questions about these Terms, please contact us: