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These Terms and Conditions ("Terms") govern your access to and use of the website at www.adiron.pro and the software development, consultancy, and related professional services (collectively, the "Services") provided by AdironPro LLC ("AdironPro," "we," "us," or "our"). Please read these Terms carefully before engaging our Services.
1. Agreement to Terms
By accessing our website, submitting an inquiry, or entering into an engagement with AdironPro, you agree to be bound by these Terms. If you are entering into these Terms 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 with these Terms, you must not use our website or Services.
Where AdironPro and a client sign a separate written agreement, statement of work ("SOW"), or master services agreement, that document governs the specific engagement and prevails over these Terms in the event of any conflict.
2. Our Services
AdironPro provides AI-driven software engineering and related professional services, which may include custom application development, software product development, system architecture and design, application testing and deployment, legacy system modernization, AI enablement and integration, technical consultancy, and engineering team governance.
The website itself is provided for informational purposes and to allow prospective clients to contact us. Submitting the contact form does not create a binding contract; it is an invitation for us to discuss your requirements.
3. Engagements & Quotes
Each engagement begins with a discovery discussion, followed by a written proposal, quote, or SOW describing the scope, deliverables, timeline, pricing model, and payment schedule. Work commences only after both parties agree to the proposal in writing.
We offer flexible engagement models, including hourly (time-and-materials) and fixed-price per-project arrangements. Any work requested outside the agreed scope ("change requests") will be handled through our change-management process and may affect the fees and timeline.
4. Fees & Payment
- Hourly engagements are billed based on actual hours worked, supported by time reports, and invoiced at the intervals stated in the applicable SOW.
- Fixed-price engagements are billed against agreed milestones. A deposit may be required before work begins.
- Unless stated otherwise, invoices are payable within fourteen (14) days of the invoice date.
- Fees are stated in U.S. dollars and are exclusive of applicable taxes, which are the client's responsibility.
- Late payments may incur interest and may result in suspension of work until outstanding amounts are settled.
5. Client Responsibilities
To enable us to deliver effectively, you agree to provide timely access to information, systems, credentials, decision-makers, and feedback reasonably required for the engagement. Delays in providing these may affect timelines and costs. You are responsible for ensuring that any materials, data, or third-party assets you supply do not infringe the rights of others and that you have the right to share them with us.
6. Intellectual Property
Unless otherwise agreed in writing, upon full payment of all fees due for an engagement, ownership of the bespoke deliverables created specifically for the client under that engagement transfers to the client.
AdironPro retains ownership of its pre-existing tools, frameworks, libraries, methodologies, and general know-how ("Background IP"). Where Background IP is incorporated into a deliverable, AdironPro grants the client a non-exclusive, perpetual license to use it as part of that deliverable. Third-party and open-source components remain subject to their respective licenses.
7. Confidentiality
Each party may receive confidential information from the other. Both parties agree to keep such information confidential, to use it only for the purposes of the engagement, and to protect it with the same care they apply to their own confidential information. Many engagements are additionally covered by a mutual non-disclosure agreement. Confidentiality obligations survive the termination of any engagement.
8. Warranties & Disclaimers
We warrant that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Where a deliverable is found not to conform to the agreed specification, we will use reasonable efforts to correct it during the applicable support or warranty period stated in the SOW.
Except as expressly stated, the website and Services are provided "as is" and "as available." To the fullest extent permitted by law, AdironPro disclaims all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that software will be uninterrupted or entirely error-free.
9. Limitation of Liability
To the fullest extent permitted by law, AdironPro shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunity, arising out of or related to the Services or these Terms. AdironPro's total aggregate liability arising out of or related to an engagement shall not exceed the total fees paid by the client to AdironPro for that engagement in the three (3) months preceding the event giving rise to the claim.
10. Term & Termination
These Terms apply for as long as you use our website or Services. Either party may terminate an engagement in accordance with the terms set out in the applicable SOW. Upon termination, the client agrees to pay for all Services performed and expenses incurred up to the effective date of termination. Sections relating to payment, intellectual property, confidentiality, disclaimers, and limitation of liability survive termination.
11. Governing Law
These Terms are governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in California for the resolution of any disputes, except that either party may seek injunctive relief in any court of competent jurisdiction.
12. Contact
Questions about these Terms may be directed to:
AdironPro LLC
411 Defender Ln, Tracy, CA 95377, USA
Email: contact@adiron.pro
Website: www.adiron.pro