1. Agreement To These Terms

These Terms of Service govern the use of the website and the professional services offered by ARACHNID ENTERPRISE LLC, a company with its office at 4913 N Vialetto Way, Lehi - 84043-4869, United States (US). By accessing the website, requesting a proposal or engaging the company for work, a person or organization agrees to be bound by these terms to the extent they apply to that interaction.

These terms should be read together with any signed statement of work, any master services agreement and any security schedule that the parties execute. Where a signed agreement conflicts with these terms, the signed agreement controls for the subject matter it covers. If any provision of these terms is found to be unenforceable, the remaining provisions continue in full force, and the unenforceable provision is replaced by one that best reflects the original intent.

2. Definitions

In these terms, the company means ARACHNID ENTERPRISE LLC. The client means the person or organization that engages the company or uses the website. Services means the network architecture, monitoring, observability, routing, incident response, capacity audit and managed platform care work described on the site and in a statement of work. Deliverables means the documents, configurations, diagrams, runbooks and reports produced for a client.

Confidential information means non public information disclosed by one party to the other in connection with the services, whether marked confidential or understood to be confidential from its nature and the circumstances of disclosure. Personal information means information that identifies or can reasonably identify a natural person. Statement of work means a written document signed by both parties that describes a specific engagement, its scope, timeline, fees and acceptance criteria.

3. Eligibility And Authority

The services are offered to businesses and professional organizations. By engaging the company, the client represents that it has the legal capacity and authority to enter into a binding agreement and that the individual accepting these terms is authorized to do so on behalf of the client. A person who lacks that authority should not request services or submit information on behalf of an organization.

The company reserves the right to decline an engagement, to request additional verification of identity or authority, and to suspend work where a legal, security or ethical concern arises. The company also reserves the right to refuse work that would require unlawful activity or that would conflict with a professional obligation. Where an engagement is declined after a payment has been received, any amount not yet earned is refunded without unreasonable delay.

4. Scope Of Services

The company provides professional services in the field of computer systems design and related technical services, with a focus on network systems engineering. The published services include network architecture design, monitoring and observability, routing and peering engineering, incident response playbooks, capacity and performance audits, and managed platform care. Each service is delivered according to a statement of work that defines the boundaries of the engagement.

Services are delivered by qualified personnel using reasonable skill and care. Remote delivery is the norm, with on site work arranged by agreement. Any estimate of duration or effort provided before a statement of work is signed is indicative only and does not create a binding commitment. The company may use subcontractors or affiliated personnel to perform part of the work, provided that confidentiality and quality obligations continue to apply to those individuals.

5. Statements Of Work

A statement of work is the governing document for each engagement. It describes the objectives, the deliverables, the acceptance criteria, the schedule, the fees and the assumptions on which the plan depends. Work begins only after the statement of work is signed by both parties and any required deposit has been received. Any assumption that proves incorrect may justify a change to scope, schedule or fees through the change process described below.

Acceptance criteria are agreed in advance so that completion can be judged objectively. Where a client does not respond to a request for acceptance within the period stated in the statement of work, the deliverables are treated as accepted unless the client has raised a documented objection. Deliverables are provided in the formats described in the statement of work, and additional formats are supplied on request where reasonable.

6. Client Responsibilities

The client agrees to provide timely access to the systems, documentation and personnel that the engagement requires. This includes access to relevant network devices, monitoring platforms and source material, and the availability of a technical contact who can answer questions and approve changes. Delays in providing access may extend the schedule and, where they cause idle time, may result in an adjustment of fees as described in the statement of work.

The client is responsible for maintaining its own backups, for verifying that any change is appropriate for its environment, and for complying with the laws and contractual obligations that apply to its business. The client must not ask the company to perform an action that is unlawful or that would breach a third party agreement. The client remains responsible for the decisions it takes based on the company advice, and for the operation of its systems after a handover is complete.

7. Fees And Payment

Fees are set out in the statement of work and may be structured as a fixed price, a time and materials rate, or a recurring retainer. Unless the statement of work says otherwise, invoices are issued on a schedule tied to milestones or to a monthly cycle. Invoices are payable within the period stated on the invoice, and amounts overdue may accrue interest as permitted by law.

The client is responsible for any taxes that apply to the services, excluding taxes on the company income. Travel and reasonable expenses are billed at cost where the statement of work provides for them and are supported by receipts on request. The company may suspend work where an undisputed invoice remains unpaid beyond the agreed period, and it will provide reasonable notice before doing so. Fee changes for an ongoing retainer are communicated in advance and take effect at the next renewal unless otherwise agreed.

8. Change Management

Changes to an engagement are handled through a written change request that describes the requested change, its effect on scope, schedule and fees, and the risk it introduces. Both parties review the request, and work on the change begins only after the request is approved in writing. Verbal requests are documented by the company and confirmed to the client before any additional work proceeds.

Where a change is required to correct an error made by the company, the correction is performed at no additional cost. Where a change arises from a new requirement, from a client decision or from an incorrect assumption, the change is handled as new work under the process above. Maintaining a clear change record protects both parties and keeps the engagement predictable as the environment evolves.

9. Intellectual Property

The company retains ownership of the methods, templates, tooling, documentation frameworks and general knowledge used to deliver the services. On full payment of the applicable fees, the client receives a perpetual, non exclusive license to use the deliverables produced specifically for it within its own organization.

Client systems, data, configurations and materials remain the property of the client at all times. Nothing in these terms transfers ownership of a client system to the company, and nothing transfers ownership of the company background methods to the client. Where a deliverable incorporates an open source component, that component remains governed by its own license, and the company will identify any such component on request.

10. Confidentiality

Each party agrees to protect the confidential information of the other with at least the same care it uses for its own confidential material, and never with less than reasonable care. Confidential information may be used only for the purpose of performing the engagement and may be disclosed only to personnel who need it and who are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that is or becomes public without a breach of duty, that was already known without a duty of confidence, that is received from a third party without a duty of confidence, or that is independently developed without reference to the disclosed material. Where the law requires disclosure, the receiving party gives prompt notice where legally permitted and limits the disclosure to what is required. These obligations survive the end of the engagement for the period stated in the statement of work or, if none is stated, for a reasonable period consistent with industry practice.

11. Data Protection

Where the company processes personal information on behalf of a client, the client remains the controller and the company acts as a processor on documented instructions. The company applies appropriate technical and organizational measures, restricts access to authorized personnel and assists the client in responding to requests from data subjects as required by the applicable agreement.

The company will notify the client without undue delay after becoming aware of a personal data breach that affects client information, and will cooperate in the investigation and remediation of that breach. Where the company engages a subprocessor, it imposes data protection obligations consistent with those in the client agreement. Further detail about the handling of personal information on the company website is provided in the Privacy Policy linked from the footer of this site.

12. Acceptable Use

The website must not be used to transmit malicious code, to attempt unauthorized access to any system, to interfere with the availability of the site, or to harvest information from the site through automated means without permission. A visitor must not misrepresent identity, must not submit information that belongs to another person without authorization, and must not use the contact forms to send unlawful, threatening or deceptive content.

The company may suspend or refuse access where it reasonably believes that use of the site violates these terms or creates a security risk. Where a report of abuse is received, the company investigates and takes reasonable action, which may include blocking the offending source and notifying the appropriate authority where the law requires or permits it.

13. Third Party Components

Deliverables may integrate third party software, cloud services, hardware or connectivity that the client obtains under separate terms. The company does not control those third parties and does not assume responsibility for their terms, their availability, their pricing or their security practices. The client is responsible for obtaining and maintaining the licenses and subscriptions it needs.

Where the company recommends a third party product, the recommendation is based on professional judgment at the time it is made and does not constitute a guarantee of future performance. The company will disclose any material commercial interest it holds in a recommended product before a client commits to it. If a third party component changes in a way that affects a deliverable, the effect is handled through the change management process.

14. Warranties

The company warrants that the services will be performed in a professional and workmanlike manner by qualified personnel and that the deliverables will substantially conform to the statement of work. Where a deliverable fails to meet this warranty and the client reports the issue within the period stated in the statement of work, the company will correct the deliverable at no additional cost as the primary remedy.

Except for the warranty above, the services and the website are provided without further warranties, whether express or implied, to the fullest extent permitted by law. The company does not warrant that the website will be available without interruption or that it will be free of harmful components. Some jurisdictions do not permit the exclusion of certain warranties, so part of this section may not apply where the law does not allow it.

15. Limitation Of Liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, even if the possibility of such damages was known. The total liability of the company under an engagement is limited to the amount of fees paid by the client for the services giving rise to the claim during the twelve months preceding the event.

The limitations in this section do not apply to a breach of confidentiality, to a party indemnity obligation, to gross negligence or willful misconduct, or to any liability that cannot lawfully be limited. Any claim must be brought within the period permitted by applicable law, and the company asks that a client raise a concern promptly so that it can be investigated while the relevant evidence remains available.

16. Indemnification

The client agrees to indemnify and hold harmless the company against claims arising from the client systems, data or content, from a client instruction that infringes the rights of a third party, or from the client use of a deliverable in a manner not contemplated by the statement of work. The company agrees to indemnify and hold harmless the client against a claim that a deliverable, used as permitted, infringes a United States intellectual property right of a third party.

The indemnified party must provide prompt notice of a claim, allow the indemnifying party to control the defense, and provide reasonable cooperation at the indemnifying party expense. The indemnifying party may not settle a claim in a way that imposes an obligation on the indemnified party without its written consent. This section survives the end of the engagement.

17. Term And Termination

An engagement continues for the period stated in the statement of work and renews for a managed care retainer only where the parties agree in writing. Either party may terminate for convenience with the notice period stated in the statement of work, and either party may terminate immediately for a material breach that remains uncured after reasonable notice, or for insolvency or a similar event.

On termination, the client pays for work performed and for committed costs up to the effective date, and the company delivers the finished and in progress deliverables for which payment has been received. Each party returns or destroys the confidential information of the other on request, except where retention is required by law or by a professional record keeping obligation. Provisions that by their nature should survive termination continue to apply.

18. Force Majeure

Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, governmental action, failure of a public network, widespread power loss or a cyberattack of a scale that reasonable precautions could not prevent. The affected party gives prompt notice and uses reasonable efforts to mitigate the effect and resume performance.

Where a force majeure event continues for an extended period, either party may terminate the affected portion of the engagement by written notice without liability for the unperformed portion. Amounts already earned for work performed remain payable, and the company will take reasonable steps to preserve the client systems and data under its control during the disruption.

19. Governing Law

These terms are governed by the laws of the State of Utah in the United States, without regard to its conflict of law principles. The parties agree to attempt to resolve a dispute through good faith discussion before pursuing any other remedy, and to consider mediation where a dispute proves difficult to settle directly.

Where a dispute proceeds to formal proceedings, the parties consent to the exclusive jurisdiction of the state and federal courts located in Utah. Nothing in this section prevents either party from seeking urgent injunctive relief where that is necessary to protect confidential information or intellectual property. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms.

20. Changes To These Terms

The company may update these terms from time to time to reflect changes in the services, in technology or in the law. The revised terms are published on this page with a new effective date. Material changes are communicated to clients through the usual channels, and continued use of the website or continuation of an engagement after the effective date indicates acceptance of the revised terms.

A signed statement of work remains governed by the version of these terms in force when it was signed unless the parties agree otherwise in writing. Questions about a specific revision can be raised through the contact details below, and the company will provide a written explanation of the change where that is helpful.

21. Contact Information

Notices under these terms may be sent to ARACHNID ENTERPRISE LLC at 4913 N Vialetto Way, Lehi - 84043-4869, United States (US), by email to support@arachnid.autos or by telephone at +16698329096. Notices to the client are sent to the address or email that the client provides in the statement of work or through the usual business channels.

A notice is considered delivered when it is received, or when it is sent by a method that provides confirmation of transmission and no failure notice is returned. These terms, together with any signed agreement, form the entire understanding between the parties on the subject matter and replace prior discussions on that subject. The company thanks each client for the trust placed in this practice and looks forward to keeping every route etched deliberate and every signal pulled clean.