Last Updated: 8-7-26
This Service Agreement (“Agreement”) governs services provided by Ponce Garcia, a sole proprietor doing business as ArcaniDesigns (“ArcaniDesigns”), to any person or business that engages ArcaniDesigns for services (“Client”).
Specific project details, including the Client’s identity, deliverables, pricing, payment schedule, revision limits, estimated timeline, and other project-specific terms, will be stated in a proposal, quote, statement of work, invoice, or other written project document accepted by the Client (“Project Scope”).
This Agreement becomes binding when the Client signs, electronically accepts, or otherwise affirmatively accepts a Project Scope that references or incorporates this Agreement.
If a Project Scope conflicts with this Agreement regarding a project-specific matter, the Project Scope controls for that matter. This Agreement otherwise remains in effect.
Business Use
ArcaniDesigns provides services primarily for business and commercial purposes.
By engaging ArcaniDesigns, the Client represents that the services are being obtained primarily for business or commercial use and not primarily for personal, family, or household purposes.
Any individual accepting a Project Scope on behalf of a business represents that the individual has authority to bind that business to the Project Scope and this Agreement.
Services
ArcaniDesigns provides website development and online-foundation services intended to help businesses improve how customers find, understand, trust, and contact them online.
Depending on the Project Scope, services may include:
Project Scope
Only services and deliverables expressly identified in the applicable Project Scope are included.
Anything not expressly included is outside the agreed scope and may require additional payment, additional time, or a separate written agreement.
The applicable Project Scope may identify:
Scope Changes
Requests that materially change or expand the Project Scope may be considered additional work.
ArcaniDesigns may require written approval of additional pricing and timeline changes before performing out-of-scope work.
Examples of additional work may include:
Payments
Unless the applicable Project Scope expressly states otherwise, ArcaniDesigns uses the following standard payment schedule:
50% is due before work begins.
The remaining 50% is due when the project is substantially complete and ready for final launch, publication, transfer, or handoff.
Payments may be made through Zelle, Venmo, or another payment method expressly approved by ArcaniDesigns.
ArcaniDesigns will provide the Client with the appropriate payment instructions.
The Client is responsible for verifying that payment is sent to the payment destination provided by ArcaniDesigns.
Payment is considered received when the funds have successfully reached the designated account and are available to ArcaniDesigns.
ArcaniDesigns is not required to begin work until the initial payment has been received.
ArcaniDesigns is not required to launch, publish, transfer, release final deliverables, transfer ownership rights, provide production files, or complete final handoff until all amounts due have been received and cleared.
Payment Records
ArcaniDesigns may provide invoices, receipts, payment requests, written confirmations, or other records documenting amounts due and payments received.
Payment through Zelle, Venmo, or another approved payment method does not modify or replace the Client’s obligations under the applicable Project Scope or this Agreement.
Both Parties are encouraged to retain their own copies of payment records and project communications.
Payment Fees
Unless the applicable Project Scope states otherwise, each Party is responsible for fees charged directly to that Party by its bank, financial institution, payment platform, or payment provider.
Third-party payment platforms operate under their own terms, policies, limitations, and procedures.
ArcaniDesigns is not responsible for a payment provider’s independent decisions, delays, outages, account restrictions, or other actions outside ArcaniDesigns’ reasonable control.
Initial Payment
The initial payment reserves project capacity and permits ArcaniDesigns to begin performing services.
Work may be considered started once ArcaniDesigns undertakes substantive activity related to the project, including planning, research, consultation, account configuration, content preparation, design, development, setup, technical configuration, or other work reasonably related to the Project Scope.
Once work begins, amounts earned through services performed, project capacity reasonably committed, and non-cancelable project expenses are non-refundable to the fullest extent permitted by applicable law.
Final Payment
Final payment becomes due when the project reaches substantial completion as defined in this Agreement unless the applicable Project Scope states otherwise.
ArcaniDesigns may withhold launch, publication, transfer, credentials, source files, production files, ownership rights, or final handoff until final payment has been received and cleared.
A Client may not indefinitely postpone payment by withholding approval without identifying a material unresolved issue within the agreed Project Scope.
Payment Disputes
If the Client believes an amount requested is incorrect, the Client agrees to notify ArcaniDesigns promptly and make a reasonable good-faith effort to resolve the issue.
A payment dispute, reversal, chargeback, platform claim, bank action, or payment-provider decision does not by itself eliminate amounts properly owed under this Agreement.
ArcaniDesigns may suspend services or withhold unpaid deliverables while a payment dispute remains unresolved.
Nothing in this section limits any right that cannot lawfully be waived.
Late Payments
ArcaniDesigns may suspend work while any required payment remains overdue.
Past-due amounts may accrue interest at the lesser of 1% per month or the maximum amount permitted by applicable law, after any applicable due date or grace period.
To the extent permitted by law, the Client may also be responsible for reasonable costs incurred to collect undisputed amounts properly owed.
Refunds
Once work begins, amounts earned by ArcaniDesigns are non-refundable to the fullest extent permitted by applicable law.
ArcaniDesigns is not required to refund earned amounts because the Client changes direction, changes providers, experiences financial difficulty, no longer wants the project, stops operating the business, or does not achieve a particular business result.
Nothing in this Agreement is intended to impose an unlawful penalty or eliminate a legal right that cannot lawfully be waived.
Cancellation
Either Party may end a project by providing written notice.
Cancellation does not eliminate obligations that arose before cancellation.
If the Client cancels, abandons, materially delays, or otherwise prevents completion of the project, the following conditions apply:
Cancellation After Completion
If ArcaniDesigns has already notified the Client that the project is substantially complete and ready for final review, launch, publication, transfer, or handoff, the remaining project balance remains due notwithstanding a subsequent Client cancellation.
ArcaniDesigns Termination Rights
ArcaniDesigns may suspend or terminate a project for material reasons.
Material reasons may include:
Ownership Before Full Payment
Until all amounts due for a project have been paid in full, ArcaniDesigns retains all rights it possesses in ArcaniDesigns-created project materials.
Before full payment, the Client receives only a limited, temporary, revocable right to review those materials for evaluation and approval.
The Client may not copy, reproduce, publish, deploy, distribute, sell, commercially use, transfer, or provide unpaid ArcaniDesigns-created materials to another designer, developer, agency, contractor, or service provider.
Protected materials may include:
Ownership After Full Payment
After all amounts due for the applicable project have been received and cleared, the Client receives ownership of the final custom deliverables specifically created for that Client to the extent ArcaniDesigns legally owns and may transfer those rights.
The transfer applies only to final deliverables selected, completed, and paid for by the Client.
Unused concepts, rejected concepts, internal working materials, development files not included in the Project Scope, and other unused materials remain the property of ArcaniDesigns.
Client-provided materials remain the Client’s property.
Third-party materials remain subject to their respective licenses, restrictions, and ownership rights.
ArcaniDesigns Intellectual Property
ArcaniDesigns retains ownership of pre-existing or reusable intellectual property, systems, techniques, and business resources.
These may include:
Third-Party Materials
Digital deliverables may incorporate software, plugins, themes, fonts, APIs, libraries, stock assets, open-source software, hosting services, integrations, platforms, or other resources owned or controlled by third parties.
Ownership of a completed project does not transfer ownership of third-party materials.
Third-party materials remain governed by their applicable licenses, subscriptions, restrictions, and terms.
Premium Services
If a project requires paid plugins, themes, software, subscriptions, APIs, fonts, licenses, hosting, domains, or other premium services, the Client is responsible for those costs unless the applicable Project Scope expressly states otherwise.
ArcaniDesigns is not required to permanently provide a commercial license owned by ArcaniDesigns for the Client’s continuing use.
The Client may be required to purchase and maintain its own license or subscription.
Accounts & Digital Assets
ArcaniDesigns generally seeks to place important digital assets under the Client’s ownership and control whenever reasonably practical.
Client-controlled assets may include:
Client Account Responsibilities
Unless otherwise agreed in writing, the Client is responsible for maintaining Client-controlled accounts and services after creation or handoff.
Responsibilities may include:
Account Authorization
By providing ArcaniDesigns access to a website, account, profile, domain, hosting environment, analytics property, directory, or other digital system, the Client authorizes ArcaniDesigns to access and modify that system as reasonably necessary to perform the agreed services.
Authorized activities may include:
Credentials
Where a platform permits separate administrator, manager, collaborator, or user access, Clients are encouraged to provide ArcaniDesigns separate access rather than sharing primary account credentials.
The Client remains responsible for maintaining secure recovery methods, passwords, authentication settings, and ownership of Client-controlled accounts.
ArcaniDesigns is not responsible for loss of access or compromise caused by Client actions, expired services, compromised Client credentials, third parties, or circumstances outside ArcaniDesigns’ reasonable control.
Client Responsibilities
The Client agrees to provide information, access, materials, approvals, feedback, verification assistance, and cooperation reasonably necessary to complete the project.
ArcaniDesigns may reasonably rely upon information supplied or approved by the Client.
The Client is responsible for reviewing the accuracy of factual information relating to the Client’s business.
Such information may include:
Client Materials
The Client represents that it owns or has the necessary rights, licenses, permissions, or authorization to use materials supplied to ArcaniDesigns.
The Client grants ArcaniDesigns permission to use such materials as reasonably necessary to perform the project.
Client-provided materials may include:
Content
When included within the Project Scope, ArcaniDesigns may draft, organize, edit, refine, format, or assist with Client content.
The Client remains responsible for reviewing and approving factual statements, regulated claims, business representations, qualifications, pricing, services, guarantees, and other information concerning the Client’s business.
Final approval means the Client had a reasonable opportunity to review such information.
Revisions
The number and type of included revisions will be identified in the applicable Project Scope.
A revision means a reasonable modification to existing work that remains within the approved project direction and original scope.
The following are generally considered additional work:
Approvals
Approvals and instructions may be provided through email, text message, electronic signature, project software, or another written electronic communication used by the Parties.
Once the Client approves a design, page, feature, content item, or project stage, substantial changes to that approved work may constitute additional work.
Final approval confirms that the Client had a reasonable opportunity to review the applicable project for appearance, functionality, content, and factual accuracy.
Substantial Completion
A project is substantially complete when ArcaniDesigns has materially completed the deliverables identified in the applicable Project Scope and notifies the Client that the project is ready for final review, launch, publication, transfer, or handoff.
Unless otherwise stated in the Project Scope, final payment becomes due upon the earliest of:
Client Delays
Project timing depends on Client cooperation.
Client delays involving content, account access, feedback, approvals, verification, payment, or other required information may automatically extend estimated timelines.
If the Client fails to provide a substantive response for 10 business days, ArcaniDesigns may pause the project.
A paused project may be rescheduled according to ArcaniDesigns’ then-current availability.
Abandoned Projects
If the Client remains substantially unresponsive for 30 consecutive calendar days, ArcaniDesigns may consider the project abandoned and terminate it.
Project abandonment does not eliminate amounts already earned or other payment obligations arising before termination.
ArcaniDesigns is not required to preserve unfinished project materials indefinitely following abandonment.
Timelines
Unless a Project Scope expressly guarantees a particular deadline, project timelines are good-faith estimates.
ArcaniDesigns is not responsible for delays caused by circumstances outside its reasonable control.
Such circumstances may include:
Launch
ArcaniDesigns is not required to launch or publish final work until all amounts due for the project have been received and cleared.
Client review may occur through a staging environment, private preview, temporary URL, screenshots, demonstration, or another reasonable review method before final payment.
After full payment clears, ArcaniDesigns will perform the launch or publication included within the Project Scope.
Handoff
After full payment and completion, ArcaniDesigns will provide the handoff services expressly included within the Project Scope.
These may include account-transfer assistance, administrative access, documentation, training, or a recorded walkthrough where applicable.
After handoff, the Client assumes responsibility for ongoing management except for obligations expressly covered by the 14-day warranty or a separate written support arrangement.
Post-Handoff Changes
ArcaniDesigns is not responsible for problems arising from modifications made after handoff by the Client or another third party.
Examples may include:
14-Day Warranty
ArcaniDesigns provides a 14-calendar-day limited workmanship warranty beginning on the date of final launch or final handoff, whichever occurs first.
During the warranty period, ArcaniDesigns will make reasonable corrections at no additional charge for reproducible technical problems that were directly caused by ArcaniDesigns’ original work, fall within the original Project Scope, and are reported during the warranty period.
The warranty does not cover:
Warranty Disclaimer
Except for the express 14-day limited warranty and any warranty expressly provided in a Project Scope, ArcaniDesigns does not provide additional warranties to the fullest extent permitted by applicable law.
ArcaniDesigns does not guarantee uninterrupted operation, permanent compatibility with future technology, freedom from every technical defect, fitness for an unstated purpose, or achievement of any specific commercial result.
Support
Unless expressly stated otherwise, a completed project does not include indefinite maintenance, monitoring, updating, administration, SEO management, security monitoring, or technical support.
After the warranty period, Clients may request additional assistance.
Additional assistance may be provided through support tickets, separate projects, hourly work, or separate quotes and remains subject to ArcaniDesigns’ availability.
The Client is not required to purchase continuing support from ArcaniDesigns.
Third-Party Services
ArcaniDesigns may recommend, configure, integrate, or work with products and services owned or controlled by third parties.
ArcaniDesigns does not control and is not responsible for a third party’s independent conduct or decisions.
Third-party matters outside ArcaniDesigns’ control may include:
SEO & Search
When included within the Project Scope, ArcaniDesigns may perform foundational SEO, local SEO, technical optimization, structured-data configuration, content optimization, indexing assistance, business-profile optimization, and related search work.
ArcaniDesigns does not control search engines and does not guarantee specific search results.
No guarantee is made regarding:
AI Visibility
ArcaniDesigns may perform work intended to improve how a Client’s business information can be discovered, understood, or referenced by AI-powered search engines, answer engines, assistants, and similar systems.
ArcaniDesigns does not control artificial intelligence providers, models, algorithms, datasets, retrieval systems, rankings, citations, recommendations, or generated responses.
ArcaniDesigns does not guarantee:
AI-Assisted Tools
ArcaniDesigns may use artificial intelligence, automation, software, and other digital tools to assist with research, drafting, design, development, troubleshooting, analysis, optimization, and internal workflows.
ArcaniDesigns remains responsible for determining what work is ultimately delivered to the Client.
AI-generated or AI-assisted materials may not always be unique, and intellectual-property rights in certain AI-generated components may depend on applicable law, technology, provider terms, and the circumstances of creation.
ArcaniDesigns does not guarantee exclusive intellectual-property rights in third-party or AI-generated components beyond rights ArcaniDesigns legally owns and may transfer.
Business Profiles
ArcaniDesigns may assist with Google Business Profile and other business profiles or directories.
The applicable third-party platform independently controls matters including verification, approval, publication, ranking, suspension, reinstatement, edits, eligibility, reviews, and visibility.
ArcaniDesigns does not guarantee approval, verification, reinstatement, ranking, or continued availability of a business profile.
Reviews
ArcaniDesigns may create legitimate review-request systems, QR codes, cards, signs, posters, links, messaging, or other materials intended to make requesting customer reviews easier.
ArcaniDesigns does not create, purchase, fabricate, manipulate, or guarantee customer reviews.
ArcaniDesigns does not guarantee:
Analytics
ArcaniDesigns may configure analytics, conversion tracking, click tracking, search-performance measurement, and similar systems.
Analytics platforms do not necessarily capture every visitor, interaction, call, booking, form submission, or conversion.
Tracking accuracy may be affected by:
Privacy & Cookies
When included within a Project Scope, ArcaniDesigns may provide technical assistance involving cookie-consent software, analytics settings, privacy-related plugins, notices, templates, or similar website functionality.
Unless expressly agreed otherwise in writing, such assistance constitutes technical implementation assistance and not legal advice, a legal audit, or a guarantee of legal compliance.
The Client remains responsible for determining privacy notices, disclosures, consent requirements, retention practices, contractual requirements, and other privacy obligations applicable to the Client’s business.
Accessibility
ArcaniDesigns may apply reasonable development practices intended to improve website usability and accessibility.
Unless expressly agreed otherwise in writing, ArcaniDesigns does not provide legal accessibility audits, accessibility certification, or a guarantee of compliance with any particular accessibility law or technical standard.
The Client remains responsible for determining accessibility requirements applicable to the Client’s business.
Legal Compliance
ArcaniDesigns provides digital design, development, optimization, configuration, and related services.
ArcaniDesigns is not a law firm and does not provide legal, tax, accounting, regulatory, investment, cybersecurity, or other licensed professional advice.
Unless expressly stated otherwise in writing, ArcaniDesigns does not certify compliance with:
Regulated Businesses
If the Client operates in a regulated profession or industry, the Client remains responsible for ensuring that its website, content, claims, marketing, disclosures, data practices, and business operations satisfy applicable professional and regulatory requirements.
ArcaniDesigns may rely upon information, instructions, disclaimers, approvals, and regulatory guidance provided by the Client or the Client’s professional advisers.
Security
ArcaniDesigns may implement reasonable website-security configurations when included within the Project Scope.
Unless expressly agreed otherwise, ArcaniDesigns does not provide managed cybersecurity, penetration testing, continuous security monitoring, incident response, or a guarantee against compromise.
No website, server, account, plugin, application, network, or internet-connected system can be guaranteed completely secure.
ArcaniDesigns does not guarantee protection against:
Backups & Data
Unless expressly included within a Project Scope, ArcaniDesigns is not an ongoing backup, archival, disaster-recovery, or data-storage provider.
ArcaniDesigns may create temporary or working backups during a project but does not guarantee that those backups will remain available indefinitely.
After handoff, the Client is responsible for maintaining appropriate backups of websites, accounts, business information, and other important data.
Training
When training or documentation is included within a Project Scope, ArcaniDesigns will provide the agreed training or materials.
Training is intended to help the Client understand ordinary management of applicable systems.
Training does not guarantee that the Client will be able to independently diagnose every technical problem, safely make every modification, or manage every third-party platform without additional assistance.
Confidentiality
Each Party may receive nonpublic information from the other in connection with a project.
Each Party agrees to use reasonable care to protect confidential information and to use it only as reasonably necessary for legitimate project, business, administrative, accounting, support, or legal purposes.
Information will not be considered confidential if it:
Portfolio & Case Studies
ArcaniDesigns will not publicly showcase, identify, publish, or use a Client or Client project as a portfolio piece, case study, testimonial, promotional example, or marketing asset without first obtaining the Client’s permission.
Permission may be provided through email, text message, electronic approval, signed documentation, or another written communication method.
Permission applies only to the materials, information, or uses reasonably covered by the Client’s approval.
ArcaniDesigns will not knowingly publish confidential information, private analytics, private customer information, credentials, passwords, or other nonpublic Client information without specific authorization.
A Client’s decision not to provide portfolio, testimonial, or case-study permission will not affect the services provided.
No Guaranteed Results
ArcaniDesigns provides professional services and deliverables rather than guaranteed business outcomes.
ArcaniDesigns does not guarantee:
Indemnification
To the fullest extent permitted by applicable law, the Client agrees to defend, indemnify, and hold harmless Ponce Garcia, doing business as ArcaniDesigns, from third-party claims, damages, liabilities, judgments, losses, and reasonable costs arising from or relating to Client conduct, Client materials, or Client instructions.
Covered matters may include:
Indemnification Limits
The indemnification obligation does not apply to the extent a claim results from ArcaniDesigns’ fraud, willful misconduct, violation of law, or another liability that cannot lawfully be shifted or limited.
ArcaniDesigns will provide reasonable notice of a covered third-party claim when reasonably practicable.
The Client may not settle a claim in a manner that imposes liability, an admission, or a continuing obligation upon ArcaniDesigns without ArcaniDesigns’ written consent.
Limitation of Liability
To the fullest extent permitted by applicable law, ArcaniDesigns and Ponce Garcia will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from or relating to a project, service, or deliverable.
Excluded damages may include:
Liability Cap
To the fullest extent permitted by applicable law, the total aggregate liability of ArcaniDesigns and Ponce Garcia arising from or relating to an individual project will not exceed the total fees actually paid to ArcaniDesigns for that project.
This limitation does not eliminate liability that applicable law does not permit to be excluded or limited.
Independent Contractor
Ponce Garcia performs services as an independent contractor and sole proprietor doing business as ArcaniDesigns.
Nothing in this Agreement creates an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or agency relationship between ArcaniDesigns and the Client.
Neither Party has authority to bind the other except where expressly authorized.
No Fiduciary Duty
ArcaniDesigns provides contracted digital services.
ArcaniDesigns does not act as the Client’s fiduciary, trustee, attorney, financial adviser, business manager, or general agent unless a particular authority is expressly agreed in writing.
The Client retains responsibility for its own business decisions.
Force Majeure
ArcaniDesigns is not responsible for delay or failure to perform caused by circumstances outside its reasonable control.
Such circumstances may include:
Dispute Notice
Before commencing a civil lawsuit relating to this Agreement, the complaining Party must provide the other Party with written notice reasonably describing the dispute and requested resolution.
The Parties agree to make a reasonable good-faith effort to resolve the dispute informally for at least 15 calendar days following delivery of that notice.
Immediate action may nevertheless be taken where reasonably necessary to preserve legal rights or prevent imminent harm.
Exceptions may include:
Mediation
If a dispute remains unresolved after the informal-resolution period and is not being pursued in small claims court, the Parties agree to make a reasonable good-faith effort to resolve the dispute through non-binding mediation before proceeding to trial.
The Parties will cooperate in selecting a mutually acceptable neutral mediator.
Unless otherwise agreed, each Party will pay one-half of the mediator’s fees and will bear its own other costs.
A Party’s refusal to participate after receiving a reasonable written mediation request will satisfy the requesting Party’s obligation under this section.
Attorney Fees
Unless applicable law, a statute, or a court order provides otherwise, each Party will bear its own attorneys’ fees and legal expenses.
Governing Law
This Agreement is governed by the laws of the State of California without regard to conflict-of-law principles.
Subject to applicable law, judicial proceedings relating to this Agreement will be brought in a court of competent jurisdiction located in the California county where ArcaniDesigns maintains its principal place of business unless the Parties agree otherwise in writing.
Notices
Formal notices concerning termination, material breach, payment disputes, or legal disputes may be provided through email or another written electronic communication ordinarily used by the Parties for the project.
Either Party may designate a different notice address in writing.
Subcontractors
ArcaniDesigns may use qualified contractors, consultants, software providers, or other service providers when reasonably necessary to assist with a project.
ArcaniDesigns remains responsible for its own obligations under this Agreement.
Assignment
The Client may not assign this Agreement or transfer rights in unpaid ArcaniDesigns-created work without ArcaniDesigns’ written consent.
ArcaniDesigns may assign this Agreement as part of a lawful sale, transfer, restructuring, or succession of the ArcaniDesigns business subject to applicable law.
No Waiver
Failure by either Party to enforce a provision of this Agreement on one occasion does not waive the right to enforce that provision later.
Severability
If any provision is determined to be invalid or unenforceable, that provision will be limited or modified to the minimum extent necessary where legally permissible.
The remaining provisions will continue in effect.
Survival
Provisions that by their nature should continue after completion, cancellation, or termination will survive.
Such provisions may include:
Entire Agreement
This Agreement, the applicable Project Scope, and written amendments affirmatively accepted by both Parties constitute the entire agreement concerning the applicable project.
They supersede prior discussions, representations, negotiations, understandings, or communications regarding the same subject matter.
The Client acknowledges that it is not relying upon any guarantee, representation, or promise regarding the project that is not contained within the applicable Project Scope or this Agreement.
Order of Precedence
If contractual documents conflict, they control in the following order:
Electronic Acceptance
This Agreement and applicable Project Scopes may be accepted electronically.
Electronic signatures, electronic records, checkbox acceptance, or other affirmative electronic acceptance may be used to evidence agreement where legally permitted.
Agreement Version
The version of this Agreement governing a project is the version identified, attached, or linked in the Project Scope when the Client accepts that Project Scope.
ArcaniDesigns may update the public website version for future projects.
A later website update will not retroactively modify an existing Client’s accepted Agreement unless both Parties affirmatively agree to the modification in writing.
Contact
Questions concerning this Service Agreement may be directed to:
Email: support@arcanidesigns.com