Terms of Service

The Agreement

1. 1.1

   Each engagement is described in a proposal, quote, statement of work, invoice or signed agreement that refers to these Terms (an "Order"). An Order and these Terms together form the "Agreement". You accept the Agreement when you sign an Order, pay an invoice that refers to these Terms, or tell us in writing (email is enough) to proceed.

2. 1.2

   If an Order and these Terms conflict, the Order controls for that engagement.

3. 1.3

   We may update these Terms for future engagements. An Order stays under the version in effect when it was accepted unless both parties agree in writing to a newer version. Each version remains published at its own address; this is version 1.0, at firewave.dev/terms/v1.0.

4. 1.4

   If you engage us on behalf of your own customer, you are responsible for paying us whether or not your customer has paid you, unless the Order says otherwise.

Services

1. 2.1

   We perform the Services described in the Order. Work outside the Order is quoted before it begins and proceeds only once you approve it in writing, so you are never billed for work you did not approve.

2. 2.2

   Some work depends on you, such as content, access, feedback and decisions. Where we are waiting on something from you, dates in the Order move accordingly.

3. 2.3

   We may use trusted contractors to perform the Services. They are bound by the same confidentiality obligations as Firewave, and we remain responsible for their work.

Fees and Payment

1. 3.1

   Fees are set out in the Order. Invoices are due within 15 days of the invoice date. Check or bank transfer (ACH) is preferred. Credit card payments carry a 3% card fee where the law allows it.

2. 3.2

   Monthly plans, including hosting, renew each month and are invoiced in advance until either party ends them under section 11.

3. 3.3

   If an invoice is more than 15 days overdue, we will send you a written reminder, and you then have 30 days to pay it. If it remains unpaid after that, we may suspend the Services, including Hosting, until it is paid. A late payment never affects your ownership of the Deliverables or your data, and we will still provide a copy of your code and data on request.

4. 3.4

   Any change to a payment date or amount applies only once we confirm it in writing.

5. 3.5

   Fees do not include taxes. You are responsible for any sales or similar taxes that apply to the Services, other than taxes on our income.

Hosting and Third-Party Services

1. 4.1

   We offer managed hosting for the software we build ("Hosting"), including updates, security patches and routine maintenance. Because we operate it at scale, it usually costs about what running it yourself would. You keep full ownership and control of your code and data whether or not you host with us, and you may move to your own hosting at any time under section 11. Hosting does not give you access to our hosting systems, servers or accounts.

2. 4.2

   You will not use Hosting for anything unlawful, infringing or harmful, including malware, spam, or content that violates the rights of others. We may remove such content or suspend the affected Hosting, with notice where practical.

3. 4.3

   Your software may rely on outside services, such as email and payment providers ("Third-Party Services"). Their charges are paid by you, either directly or through us at a monthly price we quote, and are not part of our fees unless the Order says so. We will ask you before adding a new paid service or moving to a more expensive plan. Third-Party Services are governed by their own terms, which you agree to, and we are not responsible for their availability, changes, pricing or policies.

4. 4.4

   Unless backups are included in your Order, we are not responsible for data lost through a Third-Party Service or through accounts you control.

Ownership

1. 5.1

   The code, designs and content we create for you under an Order (the "Deliverables") belong to you, including the copyright in them, and we assign those rights to you. Your name, logo, content, customer data, domains and business accounts ("Client Materials") remain yours.

2. 5.2

   You grant us permission to use Client Materials only as needed to perform the Services.

3. 5.3

   We retain our know-how and the general-purpose tools, components and methods we use across engagements. Where any are included in the Deliverables, you receive a perpetual, royalty-free license to use, modify and transfer them as part of the Deliverables, including to a buyer of your business.

4. 5.4

   Open-source and third-party components remain under their own licenses. Some material produced with AI tools may not be protected by copyright under current law; we assign whatever rights exist in it, but do not warrant that every part is protected.

5. 5.5

   We may provide similar services to others, including in your industry, unless the Order says otherwise, but we will not reuse your brand, Client Materials or work specific to your business. We may reference the engagement and show your public website in our portfolio unless you ask us not to.

Use of AI

1. 6.1

   AI is one of our tools, not a replacement for our team. We use frontier AI models and tooling that we set up and run in-house, alongside conventional tools and our own expertise, choosing what is right for each task. It is a professional setup, not a consumer chatbot.

2. 6.2

   Our team plans, manages and is accountable for all of the work. Using the right tools lets us lower costs and shorten timelines while raising the standard of the work, not lowering it. Work produced with AI is our work, and we stand behind it as we do anything else we deliver.

3. 6.3

   We may use AI tools with your information to perform the Services. That information remains Confidential Information under section 7, and we do not use it to train AI models.

4. 6.4

   AI features in your software rely on outside models whose output can be inaccurate. We do not warrant the accuracy of that output, and you are responsible for reviewing it before relying on it. Usage charges for those models are Third-Party Service charges.

Confidentiality

1. 7.1

   Each party will keep the other's non-public business information, credentials, customer data and code ("Confidential Information") confidential, and share it only with people who need it for the engagement and are bound to keep it confidential. This does not apply to information that is public through no fault of the receiving party, that it already had or developed independently, or that the law requires it to disclose.

2. 7.2

   We protect your Confidential Information with reasonable safeguards. We do not sell it or use it for anyone else. After the engagement ends, we will delete your customer data and credentials on request, except what we must keep for our records or by law.

3. 7.3

   These obligations continue after the Agreement ends.

Warranties and Disclaimers

1. 8.1

   We will perform the Services with reasonable professional care.

2. 8.2

   You confirm that you have the rights to the Client Materials you provide, and that you will use the Services and Deliverables lawfully. You are responsible for how your business uses them, including compliance with the laws that apply to your business.

3. 8.3

   Unless the Order says so, we do not warrant that the Deliverables meet accessibility requirements (such as the ADA), privacy laws or industry-specific regulations. If you need them to, tell us and we will scope it into an Order.

4. 8.4

   EXCEPT AS STATED IN SECTION 8.1, THE SERVICES, DELIVERABLES AND HOSTING ARE PROVIDED "AS IS". FIREWAVE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND DOES NOT WARRANT THAT ANY SOFTWARE OR HOSTING WILL BE ERROR-FREE OR UNINTERRUPTED.

Limitation of Liability

1. 9.1

   NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.

2. 9.2

   FIREWAVE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT IS LIMITED TO THE FEES YOU PAID UNDER THE ORDER GIVING RISE TO THE CLAIM.

3. 9.3

   These limits do not apply to amounts you owe us, either party's confidentiality obligations, your obligations under section 10, or liability for fraud.

Indemnification

1. 10.1

   You will defend and indemnify Firewave against any third-party claim, and the resulting losses and reasonable legal costs, arising from the Client Materials or from your use of the Services or Deliverables in violation of the law or of these Terms.

Term and Termination

1. 11.1

   Either party may end an Order or a monthly plan by written notice, unless the Order sets a fixed term. You pay for work performed and costs incurred up to the end date.

2. 11.2

   When an Order ends, or at any time you ask, we will hand over your code, data and accounts, either by moving them into accounts you control or by providing a complete copy. Our internal tools and accounts are not part of the handover.

3. 11.3

   Sections 3, 5, 7, 8.4, 9, 10 and 12 survive the end of the Agreement.

General

1. 12.1

   Unless the Order says otherwise, these Terms are governed by the laws of the State of California. Before starting any legal proceeding, the parties will try in good faith to resolve the dispute for at least 30 days after one of them describes it in writing, except for the collection of overdue invoices.

2. 12.2

   Notices, approvals and changes may be given by email. Electronic signatures and records have the same effect as handwritten signatures and paper originals.

3. 12.3

   The Agreement is the entire agreement between the parties about its subject and replaces earlier proposals and discussions on that subject. If any provision is unenforceable, the rest remains in effect and that provision is enforced to the extent permitted. A failure to enforce a provision is not a waiver of it.

4. 12.4

   Neither party may assign the Agreement without the other's written consent, which will not be unreasonably withheld, except to a successor to its business.

5. 12.5

   Neither party is liable for a delay caused by events beyond its reasonable control, such as natural disasters, widespread internet or provider outages, or acts of government, for as long as the event lasts. This does not excuse any payment.

6. 12.6

   Firewave is an independent contractor. Nothing in the Agreement creates an employment, partnership or agency relationship.

Contact

Questions about these Terms are welcome at any time. Our contact details are below.