Terms of service

Public Offer

This Public Offer (the “Agreement”) constitutes a legally binding agreement between TO_BE_UPDATED, an individual entrepreneur registered under the laws of Republic of Armenia, registration number to_be_updated, TIN to_be_updated, with registered address at to_be_updated, Republic of Armenia, operating under the Artivale trade name (the “Service Provider”), and a person acting for business or professional purposes who accepts this Agreement (the “Client”).

This Agreement does not apply to persons acquiring Services primarily for personal, family, household, or other consumer purposes.

1. Acceptance and contract documents

1.1. This Agreement is a public offer to provide the Services described below.

1.2. No document signed or separately confirmed by the Client is required to form an engagement unless expressly requested by the Client and agreed by the Service Provider.

1.3. The Service Provider may issue an invoice describing the Services, applicable service period or milestone, price, currency, and other material terms. Payment of that invoice constitutes the Client’s full and unconditional acceptance of this Agreement and all terms stated in the invoice. The engagement and the corresponding contract are formed when the invoice is paid in accordance with Section 3.6.

1.4. A Statement of Work, proposal, order, email confirmation, or other additional document may be used where appropriate but is not required unless expressly specified in the invoice. The applicable invoice and any such additional documents are collectively referred to as the “Order Documents”.

1.5. In the event of a conflict, the following order of precedence applies:

• a Statement of Work or other document expressly signed or accepted by both parties;
• a proposal or order accepted by the Client;
• the applicable invoice;
• the Refund and Cancellation Policy, for matters concerning refunds and cancellations; and
• this Agreement.

A document shall prevail only in relation to the subject matter it specifically addresses.

2. Services

2.1. The Service Provider may provide:

• end-to-end web and software development;
• mobile application development;
• frontend and backend engineering;
• system architecture and technical consulting;
• server administration and infrastructure support;
• integrations, testing, deployment, and maintenance;
• monthly technical support and retainer services; and
• other related information technology services agreed in writing.

2.2. The specific scope, deliverables, technical requirements, service period, timeline, price, payment schedule, and acceptance criteria shall be established in the applicable Order Documents.

2.3. Unless expressly agreed otherwise, estimates concerning time, cost, performance, capacity, or delivery dates are reasonable estimates and not guarantees.

2.4. Any work outside the agreed scope requires written approval and may result in additional fees or changes to the delivery schedule.

2.5. The Service Provider works only on lawful, legitimate business products and may decline any proposed engagement at its discretion. The Service Provider does not provide Services for products, businesses, content, or activities involving:

• gambling, betting, lotteries, casinos, or similar games of chance;
• illegal drugs, weapons, counterfeit goods, stolen property, or other prohibited or unlawfully traded goods or services;
• adult services or pornographic content;
• fraud, scams, deceptive practices, phishing, malware, unauthorised surveillance, circumvention of security controls, or infringement of third-party rights;
• money laundering, sanctions evasion, terrorist or extremist activity, or other financial crime;
• unlicensed or unlawfully operated financial, investment, lending, payment, exchange, virtual-asset, or other regulated services; or
• any activity that is unlawful, materially misleading, abusive, unsafe, or prohibited by an applicable payment, hosting, infrastructure, or settlement provider.

2.6. The Client shall accurately disclose the nature, intended use, ownership, target market, and regulatory status of the project before work begins and shall promptly notify the Service Provider of any material change.

2.7. Acceptance of an invoice does not constitute legal, regulatory, or compliance approval of the Client’s business. The Client remains responsible for the legality of its activities and for obtaining all licences, registrations, permissions, and third-party rights required for the project.

3. Payment terms

3.1. Services may be provided on a fixed-price, milestone, subscription, monthly retainer, or time-and-materials basis.

3.2. Unless otherwise specified in the applicable Order Documents, the Client shall pay each invoice in full before the Service Provider begins the corresponding service period, milestone, or work.

3.3. Prices and payment obligations are denominated in the fiat currency specified in the applicable invoice, normally USD or EUR.

3.4. The Service Provider may make one or more independent payment providers or settlement partners available to the Client. Such providers may offer different payment methods through their own interfaces and subject to their own terms, availability restrictions, compliance procedures, exchange rates, and fees.

3.5. A payment provider acts independently and is not authorised to modify the scope of the Services, make representations on behalf of the Service Provider, or resolve contractual disputes between the Client and the Service Provider.

3.6. An invoice is considered paid when the Service Provider or the designated payment provider confirms final receipt of the full amount due. A pending, incomplete, underpaid, reversed, rejected, or expired transaction does not constitute payment.

3.7. The Client is responsible for:

• selecting the correct payment method, currency, network, and recipient details;
• paying any fees assigned to the Client before confirming the transaction;
• complying with the payment provider’s terms and applicable law; and
• providing information reasonably required for payment verification or compliance purposes.

3.8. Unless otherwise stated, prices exclude taxes, duties, withholding taxes, and charges imposed on the Client in its jurisdiction. The Client may not reduce an invoice by taxes or charges unless required by mandatory law.

3.9. Refunds and cancellations are governed by the Refund and Cancellation Policy, which forms part of this Agreement.

4. Performance and cooperation

4.1. The Service Provider shall perform the Services with reasonable care and skill and in accordance with generally accepted industry standards.

4.2. The Client shall provide complete and accurate requirements, content, feedback, approvals, credentials, access, infrastructure, and other materials reasonably necessary to perform the Services.

4.3. The Client represents that it has the right to provide all materials, data, credentials, and instructions supplied to the Service Provider.

4.4. The Client shall provide credentials and sensitive information through reasonably secure channels and shall revoke or rotate access credentials when they are no longer required.

4.5. The Service Provider is not responsible for delays, defects, or additional costs caused by:

• incomplete, inaccurate, or delayed Client instructions;
• delayed feedback or approval;
• changes requested by the Client;
• unavailable or defective third-party services;
• unauthorised changes made by the Client or another contractor; or
• the Client’s failure to satisfy its obligations under this Agreement.

4.6. Any delivery date affected by such circumstances shall be extended by a reasonable period, and additional work may be charged separately.

5. Changes to scope

5.1. Either party may propose a change to the scope, deliverables, requirements, timeline, or technical approach.

5.2. The Service Provider is not required to perform a requested change until the parties agree in writing on its effect on price, timeline, and deliverables.

5.3. If a change is necessary because information supplied by the Client was incomplete or inaccurate, the resulting work may be charged additionally.

6. Delivery and acceptance

6.1. Deliverables shall be supplied electronically through a repository, hosting environment, file transfer service, email, or another agreed channel.

6.2. The Client shall review each deliverable or milestone against the agreed acceptance criteria within five business days after delivery, unless another period is specified in the applicable Order Documents.

6.3. Within the review period, the Client shall either confirm acceptance or provide a written notice identifying specific material non-conformities with the agreed acceptance criteria.

6.4. A deliverable or milestone shall be considered accepted if:

• the Client expressly accepts it;
• the Client uses it in production or for commercial purposes;
• the Client requests work on a subsequent milestone; or
• the review period expires without a reasoned notice of material non-conformity.

6.5. If a valid notice is submitted, the Service Provider shall use reasonable efforts to correct the identified material non-conformities. Requests that alter or expand the agreed scope shall be treated as change requests.

7. Intellectual property

7.1. Subject to full payment, the Client receives the rights to custom deliverables expressly created for the Client to the extent specified in the applicable Order Documents.

7.2. Until full payment is received, all rights to unpaid deliverables remain with the Service Provider, and the Client may use them only for review and acceptance.

7.3. The Service Provider retains ownership of:

• materials, software, libraries, templates, methods, know-how, and tools created before or independently of the engagement;
• general concepts, skills, and experience acquired during performance;
• reusable and non-client-specific components; and
• open-source and third-party materials.

7.4. To the extent retained materials are embedded in a deliverable, the Service Provider grants the Client a non-exclusive, worldwide licence to use them solely as necessary to use the paid deliverable.

7.5. Open-source and third-party components remain subject to their applicable licences and terms.

7.6. The Service Provider may identify the Client or display any part of the Client’s project, deliverables, name, logo, screenshots, or project details in a portfolio, case study, website, social media, presentation, or other public material only with the Client’s prior written consent. Consent for one specific use does not authorise any other use.

8. Confidentiality

8.1. Each party shall protect confidential information received from the other party and use it only for performing or receiving the Services.

8.2. Confidential information includes non-public source code, credentials, security information, business processes, technical documentation, commercial terms, project materials, and personal data.

8.3. Confidentiality obligations do not apply to information that:

• is publicly available without breach of this Agreement;
• was lawfully known to the receiving party before disclosure;
• is lawfully received from a third party without confidentiality restrictions;
• is independently developed without using confidential information; or
• must be disclosed under applicable law or a binding order.

8.4. Where legally permitted, the receiving party shall provide reasonable advance notice before a required disclosure.

8.5. Confidentiality obligations survive termination of the Agreement for three years. Obligations relating to credentials, trade secrets, and personal data survive for as long as the information remains protected by applicable law.

8.6. A party making a disclosure required by applicable law, a binding court order, or a lawful demand from a competent authority shall disclose only the minimum confidential information legally required and, where legally permitted, reasonably cooperate with the other party’s efforts to seek confidential treatment or other appropriate protection.

9. Third-party services

9.1. The Services may depend on hosting providers, domain registrars, APIs, cloud platforms, software libraries, payment providers, and other third-party services.

9.2. The Client is responsible for third-party subscriptions and fees unless the applicable Order Documents state otherwise.

9.3. The Service Provider does not control and is not responsible for interruptions, changes, restrictions, data loss, security incidents, or discontinuation caused by third-party services.

9.4. The Service Provider may engage subcontractors while remaining responsible for the Services assigned to them and requiring appropriate confidentiality protections.

10. Warranties

10.1. The Service Provider warrants that the Services will be performed with reasonable care and skill.

10.2. Unless a different warranty period is specified in the applicable Order Documents, the Client must report a reproducible material defect attributable to the Service Provider within 14 calendar days after acceptance.

10.3. The warranty does not cover issues caused by:

• changes made by the Client or third parties;
• use outside the agreed environment or purpose;
• third-party software, services, infrastructure, or APIs;
• incorrect Client data, instructions, or configuration; or
• failure to install or permit a recommended correction.

10.4. Except as expressly stated in this Agreement, the Services and deliverables are provided “as is” to the maximum extent permitted by applicable law. The Service Provider does not guarantee uninterrupted operation, specific commercial results, profitability, traffic, rankings, or compatibility with future third-party changes.

11. Limitation of liability

11.1. To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, special, exemplary, or consequential loss, including loss of profit, revenue, business opportunity, goodwill, or anticipated savings.

11.2. The Service Provider’s aggregate liability arising from an engagement shall not exceed the fees actually paid by the Client for the Services directly giving rise to the claim during the six months preceding the event giving rise to liability.

11.3. The limitations in this Section do not apply where liability cannot lawfully be excluded or limited, including liability resulting from fraud or wilful misconduct.

12. Term and termination

12.1. This Agreement remains effective for as long as the parties have an active engagement or outstanding obligations.

12.2. Either party may terminate an engagement if the other party materially breaches this Agreement and fails to cure the breach within 10 business days after receiving written notice.

12.3. The Service Provider may suspend or terminate performance immediately if:

• an invoice is overdue;
• the Client’s instructions or activities appear unlawful, fraudulent, abusive, or unsafe;
• the project falls within Section 2.5, or the Client concealed or materially misrepresented the nature or intended use of the project;
• continued performance may violate applicable law or third-party terms;
• required access or cooperation is not provided; or
• continued access creates a material security risk.

12.4. Upon termination, the Client shall pay for Services performed and expenses incurred up to the effective termination date.

12.5. Sections concerning payment, intellectual property, confidentiality, liability, dispute resolution, and any provisions intended by their nature to survive shall remain effective after termination.

13. Force majeure

13.1. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil disturbance, government action, sanctions, power or internet failure, cyberattacks, labour disputes, or failure of critical third-party infrastructure.

13.2. The affected party shall notify the other party within a reasonable time and use reasonable efforts to reduce the effect of the event.

14. Communications

14.1. Project approvals, notices, and other legally significant communications may be sent by email or through another written channel expressly agreed by the parties.

14.2. Notices to the Service Provider shall be sent to:

All enquiries and notices: hello@artivale.space. Refund requests should include “Refund Request” in the subject line. Personal data requests should include “Privacy Request” in the subject line.

14.3. A communication is considered received when delivered to the designated electronic address without an automated delivery failure notice.

15. Governing law and disputes

15.1. This Agreement and each engagement are governed by the laws of the Republic of Armenia, without regard to conflict-of-law principles.

15.2. The parties shall first attempt to resolve a dispute through good-faith written negotiations.

15.3. If a dispute is not resolved within 30 calendar days after written notice of the dispute, it shall be submitted to the competent courts of the Republic of Armenia.

16. General provisions

16.1. The Client may not assign its rights or obligations without the Service Provider’s prior written consent. The Service Provider may assign payment claims or transfer this Agreement as part of a business reorganisation, subject to applicable law.

16.2. If any provision is held invalid or unenforceable, the remaining provisions remain in effect.

16.3. Failure to enforce a provision does not constitute a waiver.

16.4. This Agreement, the Refund and Cancellation Policy, the Privacy Policy, and the applicable Order Documents constitute the entire agreement between the parties concerning the relevant Services.

16.5. The Service Provider may update this Public Offer by publishing a revised version on artivale.space. The version accepted by the Client continues to govern an existing paid Order unless the parties agree otherwise or a change is required by applicable law.

16.6. The English-language version of this Agreement prevails over any translation.