Terms & Conditions

Please read carefully. These Terms include a binding arbitration clause and class-action waiver (Section 15), limitations of liability (Section 12), and a disclaimer of warranties (Section 11) that affect your legal rights.

These Terms & Conditions (“Terms”) form a binding agreement between you (“you,” “Client”) and Forged Peak Software (“Forged Peak,” “we,” “us”) governing your use of forgedpeaksoftware.com (the “Site”), any purchase you make through us, and any software development services we deliver (collectively, the “Services”). By using the Site, submitting the intake form, or paying an invoice or payment link, you agree to these Terms.

1. Scope of engagement

Each engagement is defined by a written scope document or proposal (the “Scope”) that specifies deliverables, timeline, price, and any assumptions. The Scope, together with these Terms, forms the entire agreement for that engagement. If the Scope conflicts with these Terms, the Scope controls for that engagement only.

2. Fixed price & change orders

Our fees are fixed for the Scope as written. Work outside the Scope (“out-of-scope work”) — including added features, redesigns, additional integrations, or changes to accepted deliverables — requires a written change order signed (including by email confirmation) by both parties and is billed at our then-current fixed-price packages or hourly rate as agreed.

3. Payment terms

• Sprint and MVP engagements are payable in full in advance via the designated payment link or invoice, unless otherwise stated in the Scope.
• Care Plan subscriptions are billed monthly in advance and renew automatically until cancelled with at least ten (10) days’ notice before the next renewal.
• All fees are stated in U.S. Dollars and are exclusive of any applicable taxes, duties, or withholdings, which are your responsibility.
• Late invoices accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.
• We may suspend Services and withhold deliverables for any account with overdue balances.

4. Refunds

Because engagements are fixed-scope and delivery-oriented, all fees are non-refundable once work has begun. If we determine before starting work that we cannot deliver the Scope as written, we will refund fees paid for that Scope in full. Chargebacks initiated without first contacting us in good faith are a material breach of these Terms.

5. Client responsibilities

Timely delivery depends on your cooperation. You agree to:

• Provide accurate information, content, credentials, and access needed to perform the Services;
• Designate a single decision-maker empowered to approve deliverables;
• Respond to requests, review staging builds, and provide feedback within two (2) business days;
• Obtain all rights, licenses, and consents required for materials you provide to us.

Delays caused by you may extend timelines and, if material, may require a change order or additional fees.

6. Acceptance & post-launch fixes

Deliverables are deemed accepted when (a) you approve them in writing, (b) you use them in production, or (c) five (5) business days pass after delivery without written, itemized objection. For thirty (30) days after launch (the “Warranty Period”), we will fix, at no additional charge, defects in the delivered code that materially deviate from the Scope. The Warranty Period does not cover: new features, changes requested after acceptance, defects caused by third-party services or changes you or others make to the code, or issues arising from your misuse.

7. Intellectual property

Your materials. You retain all rights to content, data, trademarks, and materials you provide to us (“Client Materials”). You grant us a limited, non-exclusive license to use Client Materials solely to perform the Services.

Deliverables. Upon full payment of all fees due for an engagement, we assign to you all right, title, and interest in the custom-developed source code and design assets specifically created for you under that Scope (“Deliverables”), subject to the reservations below.

Our tools & pre-existing IP. The Deliverables may incorporate (a) open-source software governed by its own licenses, (b) third-party components you separately license (e.g., hosting, APIs), and (c) general-purpose code, libraries, tools, know-how, techniques, patterns, templates, and utilities we developed before or independently of the engagement (“Forged Peak IP”). We retain all right, title, and interest in Forged Peak IP and grant you a perpetual, worldwide, royalty-free, non-exclusive license to use it as embedded in the Deliverables.

Portfolio. Unless you notify us in writing otherwise, we may reference your name, logo, and a general description of the engagement in our portfolio, case studies, and marketing.

8. Third-party services

The Services may depend on or integrate with third-party providers (including without limitation hosting, cloud, AI, email, and payment providers). We are not responsible for the availability, performance, policies, pricing, security, or actions of those providers. Your use of their services is governed by their own terms.

9. Confidentiality

Each party will protect the other’s non-public information (“Confidential Information”) using at least the same care it uses to protect its own, and will use it only to perform or receive the Services. Confidentiality obligations survive for three (3) years after termination, or indefinitely for trade secrets. This does not restrict information that is or becomes public through no fault of the receiving party, was already known, is independently developed, or must be disclosed by law (with prompt notice where permitted).

10. Data & security

Handling of personal information is described in our Privacy Policy. You are responsible for the lawfulness of any personal data you provide or instruct us to process, and for maintaining appropriate backups of any data you upload to systems we build. We are not a “business associate” under HIPAA and the Services are not intended to process protected health information, payment card data as a processor, or other regulated data unless expressly agreed in writing.

11. Disclaimers

THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, FORGED PEAK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE AGAINST ALL ATTACKS, FREE OF HARMFUL COMPONENTS, OR THAT ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSES. YOU ARE RESPONSIBLE FOR REVIEWING AND VALIDATING OUTPUT BEFORE RELYING ON IT.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL FORGED PEAK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. FORGED PEAK’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO FORGED PEAK FOR THE ENGAGEMENT GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS PRECEDING THE EVENT. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND FORM AN ESSENTIAL BASIS OF THE BARGAIN.

13. Indemnification

You agree to defend, indemnify, and hold harmless Forged Peak and its owner, contractors, and affiliates from any third-party claim, loss, or expense (including reasonable attorneys’ fees) arising out of: (a) Client Materials or data you provide; (b) your use of the Deliverables in violation of law or these Terms; (c) your products, services, or business operations; or (d) your breach of these Terms.

14. Term & termination

Either party may terminate an engagement for material breach if the breach is not cured within ten (10) days of written notice. On termination, you will pay for all work performed through the termination date and reimburse any non-cancelable out-of-pocket costs. Sections 3, 4, 7 (as to license scope), 9–13, 15, and 16 survive termination.

15. Governing law; arbitration; class-action waiver

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. Except for either party’s right to seek injunctive relief in court to protect intellectual property or confidential information, any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in the state and federal courts located in New Castle County, Delaware, by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. YOU AND FORGED PEAK EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Any claim must be brought within one (1) year after the claim accrues or be permanently barred.

16. Miscellaneous

• Independent contractor. We are an independent contractor. Nothing creates a partnership, joint venture, agency, or employment relationship.
• Non-solicitation. During the engagement and for twelve (12) months after, you will not directly or indirectly solicit for employment or engagement any person we introduce to you in connection with the Services.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Assignment. You may not assign these Terms without our written consent; we may assign in connection with a sale or reorganization of our business.
• Notices. Written notices to us must be sent to daniel@forgedpeaksoftware.com.
• Severability & waiver. If any provision is unenforceable, the rest remains in effect. No waiver is effective unless in writing.
• Entire agreement. These Terms plus the applicable Scope are the entire agreement and supersede all prior discussions on the subject.
• Changes. We may update these Terms for future engagements by posting a revised version. The Terms in effect when your Scope is signed govern that engagement.

17. Contact

Forged Peak Software
Email: daniel@forgedpeaksoftware.com