These are the standing terms for ongoing ArcOS engagements. What you are buying, what it costs, and when it happens are set out on your invoice and in the proposal or scope document we sent you. Everything else is here.
These terms apply between Angus Deighton, trading as ArcOS ("we", "us"), and the business named as the customer on the invoice ("you"). They work alongside two documents: the proposal, spec sheet or scope document we provided, which describes the services, and the invoice, which states the fee and the billing period. Where a signed agreement exists between us, that agreement takes precedence over these terms.
We work as an independent contractor. Nothing here creates an employment relationship, partnership or joint venture.
We deliver the services described in the proposal or scope document. We do that with reasonable skill and care, and in line with your reasonable instructions on brand, voice and customer-facing communication.
Scope changes are agreed in writing, and email is enough. Work outside the agreed scope is quoted before it starts, never assumed and never billed as a surprise.
The monthly fee is stated on your invoice and is billed in advance for the period shown. GST is added where applicable, and invoices are issued as tax invoices. Payment is due by the date on the invoice.
With your authorisation we may store a payment method and charge the fee automatically on each invoice date. You can withdraw that authorisation at any time in writing and go back to paying on invoice.
Third-party costs are yours and are paid by you directly: advertising spend, software subscriptions, platform fees, stock media, contributor or publisher fees. We never mark these up.
If an invoice is more than seven days overdue we may pause work on written notice until it is settled. Pausing does not cancel the engagement and does not affect fees for periods already worked.
Engagements run month to month with no minimum term and no lock-in. Either of us can end it by giving written notice before the start of the next billing period. No further invoices are issued after that notice takes effect.
Because fees are billed in advance, the period you have already been invoiced for runs to its end and is not refunded pro rata. On request at the end of an engagement we will hand over the delivered work and any account access we hold.
To do the work we need timely access to the relevant platforms and accounts, the materials and information we ask for, and decisions or approvals within a reasonable time. Accounts stay yours; we act as an authorised user and only within what the work requires.
Where a delay in access, materials or approvals holds up delivery, timelines move accordingly. Fees are not paused for delays on your side.
You approve the foundational material and the first batch of work before ongoing production begins, and you can ask us to correct or remove anything we have published, at any time, for any reason.
Content is produced from the claims, product information and source material you approve. You remain responsible for the accuracy and legal compliance of claims about your own products and services, including under any regulation specific to your industry. We work within your approved claims and will not go beyond them.
Once an invoice is paid, the work delivered under it is yours: articles, pages, creative, campaigns, reports and the assets built for your accounts. You can keep using all of it if we stop working together.
We keep ownership of what we brought with us and what sits underneath the work: our systems, tooling, prompts, workflows, research methods, templates in their general form, and the know-how behind them. We reuse these across clients, which is the reason the work is priced the way it is. Neither of us gains any right to the other's trade marks or brand.
Where a non-disclosure agreement exists between us, it governs confidential information. Otherwise each of us keeps the other's non-public information confidential and uses it only for this engagement, and that continues after the engagement ends.
We may name you as a client and describe the work in general terms in our own marketing. We will not publish your figures, internal data or anything marked confidential without your consent, and you can opt out of being named by telling us in writing.
We promise skill, care and effort. We do not promise outcomes. Search rankings, AI-engine visibility, traffic, leads and revenue depend on factors outside our control, including platform and algorithm changes, your market, your pricing and your product.
To the extent the law allows, neither of us is liable to the other for indirect or consequential loss, and our total liability for any claim is limited to the fees paid in the three months before the claim arose. Nothing here excludes any right or liability that cannot be excluded under Australian Consumer Law.
These terms are governed by the laws of Queensland, Australia. Notices can be given by email to the addresses we normally use with each other.
We may update these terms. Changes apply from your next billing period, not retrospectively, and the version that applied when you paid is the version that governs that period. Earlier versions are kept and available on request.
Questions about anything here: angus@deighton.cc. If a clause does not suit your business, say so and we will vary it in writing rather than leave it ambiguous.
Payment of an invoice referencing these terms means you accept them for the period that invoice covers. No signature is required. If you would rather sign a full services agreement instead, just ask and we will send one.