Terms of Service

01Acceptance and definitions

These Terms of Service (“Terms”) govern your use of ferrowright.com and its subdomains (the “Site”) and every engagement for services between Ferrowright Engineering (“Ferrowright”, “we”, “us”) and a client (“Client”, “you”). By using the Site, requesting a quote, or accepting a proposal, you agree to these Terms. If you accept on behalf of a business, you confirm you are authorised to bind it.

“SOW” means a signed or accepted (including by email or advance payment) proposal, quotation, statement of work, or order form describing specific services, deliverables, fees, and timelines. “Deliverables” means the work product specified in an SOW.

02Use of the Site

You may use the Site for lawful purposes only. You must not:

• probe, scan, or test the vulnerability of the Site or its APIs, or attempt to bypass any security or rate limit, without our prior written permission;
• scrape, harvest, or bulk-download content, or use automated means to submit forms;
• submit false, misleading, malicious, or unlawful content through any form or tool;
• use the free site scan on websites you do not own or are not authorised to assess, or to overload any third-party service;
• copy, reproduce, or republish Site content, design, or code without our written consent.

We may block access, reject submissions, or remove content at our discretion. Scan results and blog content are general information, not professional advice for your specific situation.

03Prices, quotes, and proposals

Prices on the Site (including the rate card) are starting prices for guidance only and do not constitute an offer. A binding price exists only in an SOW. Unless stated otherwise, quotes are valid for 15 days from issue.

All fees are exclusive of GST and other applicable taxes, which are charged additionally. International clients are invoiced in USD; bank, transfer, and currency-conversion charges are borne by the Client.

04Engagements and order of precedence

Every project requires an SOW. Work, timelines, and obligations not written in an SOW — including verbal discussions, calls, or chat messages — are not binding on either party. If there is a conflict, the following order applies: (1) the SOW, (2) any signed master services agreement or NDA, (3) these Terms.

Timelines in an SOW are good-faith estimates that depend on the Client meeting its responsibilities in Section 5. We are not liable for delays caused by the Client, by third-party platforms, or by events in Section 19.

05Client responsibilities

The Client shall, at its own cost:

• provide complete and accurate content, brand assets, credentials, access, and decisions on time, and appoint one point of contact with authority to approve work;
• ensure it owns or is licensed to use all materials it supplies (text, images, logos, data, code) and that using them does not infringe any third party's rights or law;
• maintain its own independent, current backups of all data, code, and systems before and during any engagement — especially crash-resolution, scaling, migration, or maintenance work;
• comply with laws applicable to its business, including data protection, consumer protection, and advertising rules, and publish its own privacy policy and terms for any product we build;
• hold domains, app-store, analytics, and ad accounts in its own name, or reimburse us where we procure them on its behalf. Hosting is held in the Client's name too, unless the Client chooses our Managed Hosting (Section 13).

If the Client does not respond to a request for input or approval within 10 business days, we may pause the project, re-schedule it into our next available slot, and invoice work completed to date. A project paused by the Client for more than 60 days may be closed and billed for work completed.

06Revisions, change requests, and acceptance

Unless the SOW says otherwise, each design or content Deliverable includes two rounds of revisions. Further revisions, and any request outside the SOW, are change requests: we will quote them in writing (cost and timeline impact) and proceed only after written approval. Change requests are billed at our prevailing hourly rate or as quoted.

On delivery of a milestone or Deliverable, the Client has 7 days to report, in writing, any material non-conformity with the SOW. If no such report is received, or if the Client uses the Deliverable in production (including going live), it is deemed accepted.

07Fees and payment

• Projects: unless the SOW says otherwise, 50% of the project fee is payable in advance before work starts, and the balance 50% before go-live, deployment to the Client's production environment, or handover of final files — whichever is first.
• Retainers and contract resources: billed monthly in advance; unused hours do not carry forward unless the SOW says so.
• Crash resolution: the triage fee is payable before investigation begins. Additional work beyond the initial scope is quoted separately.
• Third-party costs — domains, hosting, licences, paid plugins, APIs, stock assets, SMS/email services, and advertising spend — are borne by the Client, paid directly or reimbursed at cost. Ad spend is always separate from our management fee.
• Invoices are due within 7 days. Overdue amounts attract interest at 1.5% per month (or the maximum permitted by law, if lower), and, for eligible amounts, the protections available to MSMEs under the MSMED Act, 2006.
• We may suspend work, withhold Deliverables, and suspend access to services we host or manage if any amount is overdue by more than 15 days, after giving written notice.
• Advance payments are non-refundable once work has started, as they reserve team capacity and cover initial work.

08SEO, advertising, and performance outcomes

Search rankings, organic traffic, ad performance (including ROAS, CPC, and conversion rates), app-store approval, and platform reach depend on factors outside our control, such as algorithm updates, competition, platform policies, and the Client's market. We commit to the work and methods described in the SOW, but we do not guarantee any specific ranking, traffic, lead, sales, or revenue outcome. Ad accounts are subject to Google's and Meta's policies; we are not responsible for account suspensions, disapprovals, or policy changes by those platforms.

09Intellectual property

1. Client materials remain the Client's property. The Client grants us a licence to use them solely to perform the engagement.
2. Transfer on full payment. On receipt of all fees due under an SOW, we assign to the Client all rights in the custom Deliverables created specifically for it. Until then, all rights remain with us and the Client has only a limited, revocable licence to review and test them.
3. Pre-existing and general know-how. We retain ownership of our pre-existing tools, libraries, frameworks, templates, components, and general know-how (“Background IP”), even where incorporated into Deliverables. The Client receives a perpetual, non-exclusive, royalty-free licence to use Background IP as part of the Deliverables.
4. Open-source and third-party components are licensed under their own terms, which the Client agrees to follow.
5. Portfolio. Unless an NDA or the SOW says otherwise, we may display the Client's name, logo, and non-confidential screenshots or descriptions of the work in our portfolio and marketing.

10Confidentiality

Each party will keep the other's non-public business, technical, and financial information confidential, use it only for the engagement, and disclose it only to personnel and contractors bound by similar obligations. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law. These obligations survive for 3 years after the engagement ends (and indefinitely for credentials, source code, and trade secrets). Credentials shared with us are used only for the engagement; the Client should rotate them after handover.

11Data protection

Where we process personal data on the Client's behalf, the Client is the Data Fiduciary and we act as Data Processor under the Digital Personal Data Protection Act, 2023, processing such data only on the Client's documented instructions. The Client is responsible for having a lawful basis and notices for that data. Our own handling of personal data is described in our Privacy Policy.

As processor we: apply reasonable security safeguards (encryption in transit, restricted and logged access, backups); use only the sub-processors named in our Privacy Policy; notify the Client without undue delay, and within 24 hours, of becoming aware of a personal data breach affecting the Client's data, and help the Client meet its own reporting duties; keep the data confidential; and, when the engagement ends, return the data or delete our copies, except logs and records we must keep by law.

12Warranty and support

For custom software builds, we fix defects that cause the Deliverable to fail to conform to the SOW and are reported within 30 days of go-live, at no extra cost. This warranty does not cover issues caused by: changes made by the Client or third parties; hosting, server, or third-party service failures; browser, OS, or platform updates released after delivery; misuse; or new features. Ongoing maintenance, updates, monitoring, and support require a separate retainer or SLA.

Except as stated in this Section and in the SOW, all services and Deliverables are provided “as is”, and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and uninterrupted or error-free operation, to the extent permitted by law.

13Managed hosting

This Section applies when the Client buys Managed Hosting (a “Hosting Plan”) for a website or application, alone or with a build. The SOW or order form states the plan term and fee.

• What we provide: hosting of the Client's site on infrastructure we choose and operate, an HTTPS certificate and its renewals, DNS configuration on the Client's domain, 24×7 uptime monitoring, server security patching, daily backups kept for 14 days off the server, deployment of changes we make, and support by email or WhatsApp. Content changes, new features, and third-party service fees are not included unless the SOW says so.
• Infrastructure: we may use our own servers or reputable third-party providers (such as Oracle Cloud, Cloudflare, or Netlify), and may move the site between them, provided the service continues. We give at least 24 hours' notice of planned maintenance expected to cause downtime.
• Uptime target and credits: we target 99.5% monthly availability, excluding planned maintenance, outages of third-party services the site depends on (such as the Client's domain registrar, Google/Firebase, or payment and affiliate platforms), and causes in Section 19. If we miss the target in a month, the Client may request a credit of 10% of that month's fee (pro-rated for annual plans) for each full 0.5% below target, up to 50%. Credits are the Client's sole remedy for downtime.
• Response times: we respond to a site-down report within 4 hours between 9am and 9pm IST, every day, and to other requests within one business day.
• Backups: we keep backups to restore service, not as the Client's archive. The Client's source code and the data in accounts held in the Client's name remain the Client's own copy.
• Term, renewal, and price: a Hosting Plan runs for its stated term from go-live and renews for the same term when the renewal invoice is paid. We send the invoice at least 30 days before expiry. The first renewal is at the same price for the same term (for example, a 4-year plan renews at the same 4-year price). Each later renewal costs at most 10% more than the previous term, notified 30 days in advance. The Client may switch to any other term at our published price on the renewal date.
• Non-payment: if a hosting invoice is unpaid 15 days after its due date, we may suspend the site after written notice. If it stays unpaid 30 days after suspension, we may end the Hosting Plan and delete our hosted copies, after first offering the Client its files.
• Cancellation and refunds: the Client may cancel with 15 days' written notice. Monthly plans end at the close of the paid month; prepaid annual and multi-year fees are not refunded on cancellation by the Client. If we end a Hosting Plan for reasons other than the Client's breach, we refund the unused prepaid fee pro rata.
• Leaving: when a Hosting Plan ends for any reason (after any overdue fees are paid), we hand over the site files, configuration, and setup notes within 3 business days, free of charge, and help point the domain to the new host.

14Hosted content and acceptable use

When we host content for a Client, we act as an intermediary under the Information Technology Act, 2000 and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. The Client is responsible for all content on its site, including content added through an admin panel, and must not host, display, upload, publish, or share anything that:

• belongs to another person and to which the Client has no right, or infringes any copyright, trademark, patent, or other proprietary right;
• is obscene, pornographic, paedophilic, invasive of another's privacy (including bodily privacy), harassing, or insulting or harassing on the basis of gender;
• is defamatory, racially or ethnically objectionable, or encourages money laundering or gambling;
• is harmful to children;
• deceives or misleads about its origin, knowingly communicates misinformation or information that is patently false, or impersonates another person;
• threatens the unity, integrity, defence, security, or sovereignty of India, friendly relations with foreign states, or public order, or incites an offence;
• contains software viruses or other code designed to interrupt, destroy, or limit the functionality of any computer resource; or
• violates any law in force, including consumer protection, advertising (including ASCI disclosure), and data protection law.

The Client must also not use the hosting to send spam, attack or scan other systems, mine cryptocurrency, or place an unreasonable load on shared infrastructure.

If we receive a court order or a notice from an authorised government agency, or become aware of content that breaches this Section, we may remove or disable access to that content, or suspend the site, within the time required by law, and will tell the Client unless the law prevents it. We preserve information about removed content and associated records for the period the law requires (currently 180 days) and may share it with authorised agencies as required by law. Repeated or serious breaches allow us to end the Hosting Plan without a refund. We remind hosted Clients of these rules at least once every three months.

To report unlawful content on a site we host, contact the Grievance Officer in Section 21.

15Limitation of liability

To the maximum extent permitted by law:

• neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profit, revenue, business, goodwill, or data, however caused;
• our total aggregate liability arising out of or in connection with an engagement is limited to the fees actually paid by the Client under the relevant SOW in the 3 months preceding the event giving rise to the claim;
• for Managed Hosting, our total aggregate liability is limited to the hosting fees actually paid by the Client in the 12 months preceding the event giving rise to the claim, and we are not liable for lost sales, commissions, or advertising revenue caused by downtime;
• for crash-resolution, debugging, migration, and scaling work on existing systems, we are not liable for pre-existing defects, data loss, or downtime, given the Client's obligation to maintain backups.

Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be limited under applicable law.

16Indemnity

The Client will indemnify and hold Ferrowright harmless against claims, losses, penalties, and reasonable legal costs arising from: materials supplied by the Client; the Client's products, content, or advertising; the Client's breach of law or of these Terms; or use of Deliverables in a manner not specified in the SOW.

17Non-solicitation

During an engagement and for 12 months after it ends, the Client will not directly or indirectly hire, engage, or contract any Ferrowright employee or contract developer who worked on the Client's project, except through us. If this occurs, the Client will pay a placement fee equal to 3 months of that person's most recent billing rate to the Client (or, for staff not billed hourly, 3 months of their gross remuneration), as a genuine pre-estimate of our loss.

18Term and termination

Either party may terminate an SOW for convenience with 15 days' written notice, or immediately if the other party materially breaches these Terms and does not cure the breach within 15 days of written notice. Monthly retainers require 30 days' written notice. Hosting Plans end as described in Section 13.

On termination, the Client pays for all work performed and non-cancellable costs incurred up to the termination date; advance payments are retained against that work. IP in completed, fully paid Deliverables transfers per Section 9. Sections on payment, IP, confidentiality, liability, indemnity, non-solicitation, and disputes survive termination.

19Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, government action, power or internet outages, or failures of third-party cloud, hosting, or platform providers. Payment obligations for work already performed are not excused.

20Governing law and disputes

These Terms and every engagement are governed by the laws of India. The parties will first try to resolve any dispute through good-faith negotiation for 30 days after written notice. Unresolved disputes will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration is Rajsamand, Rajasthan; the language is English; and the award is final and binding.

Subject to the above, the courts at Rajsamand, Rajasthan have exclusive jurisdiction. Either party may seek urgent interim relief from a competent court at any time.

21Complaints and Grievance Officer

Complaints about these Terms, our services, or content on a site we host can be sent to our Grievance Officer, appointed under the Information Technology Act, 2000 and the rules made under it:

Narayan Jat, Grievance Officer, Ferrowright Engineering, Rajsamand, Rajasthan, India. Email: contact@ferrowright.com

We acknowledge complaints within 24 hours and resolve them within the time required by law, and in any case within 7 days. Complaints about content that is unlawful on its face are acted on faster, as the law requires.

22General

• Entire agreement: these Terms with the SOW (and any signed agreement) form the entire agreement for an engagement and supersede prior discussions.
• Changes: we may update these Terms; the version in force when an SOW is accepted applies to that SOW. Continued use of the Site after changes means you accept them.
• Independent contractors: nothing creates a partnership, employment, or agency relationship. We may use vetted subcontractors and remain responsible for their work.
• Assignment: the Client may not assign an engagement without our written consent.
• Severability and waiver: if any provision is unenforceable, the rest remain in effect. A failure to enforce a right is not a waiver of it.
• Notices: notices must be in writing and sent by email to contact@ferrowright.com (for us) or to the email address in the SOW (for the Client).