Terms of Service

These Terms of Service ("Terms") govern your use of https://neutronllc.org and the software development services provided by Neutron LLC ("Neutron", "we", "us" or "our"), a limited liability company registered in Wyoming, United States. Please read them carefully.

Acceptance of Terms

By accessing this website, submitting an enquiry, or engaging us for services, you agree to these Terms. If you are agreeing on behalf of a company, you represent that you have authority to bind that company. If you do not agree, do not use this website or our services.

Use of This Website

You agree not to:

• Use the site for any unlawful purpose or in violation of these Terms
• Attempt to gain unauthorized access to any part of the site, servers or connected systems
• Probe, scan or test the vulnerability of the site without our prior written permission
• Introduce malware, or interfere with the site's normal operation
• Scrape, harvest or automate collection of content except as permitted by our robots file
• Submit false, misleading or spam content through our forms

We may suspend or block access to the site at our discretion, and we may modify or discontinue any part of it without notice.

Our Services

We provide web application development, mobile application development, artificial intelligence integration, systems integration, data engineering, cloud infrastructure, maintenance and related consulting services. Information on this website describes our capabilities generally and does not constitute an offer, a guarantee of results, or professional advice for your specific situation.

Proposals & Scope of Work

Each engagement is governed by a written proposal, statement of work, or master services agreement ("Engagement Document") that sets out deliverables, timelines, assumptions, acceptance criteria and fees. Where an Engagement Document conflicts with these Terms, the Engagement Document controls for that engagement.

Estimates are based on information available at the time and on the assumptions stated. Proposals remain open for thirty (30) days unless stated otherwise. Work begins once the Engagement Document is signed and any deposit is received.

Client Responsibilities

Timely delivery depends on you. You agree to:

• Provide accurate requirements, content, branding assets and data in the agreed formats
• Give reasonable and timely access to systems, accounts, environments and stakeholders
• Nominate a decision-maker empowered to approve work and resolve questions
• Review deliverables and provide consolidated feedback within the agreed review window
• Hold valid licenses and rights for any content, data or third-party software you supply
• Maintain your own backups of data outside systems we manage, where reasonably possible

Delays caused by outstanding client input may shift timelines and, where the delay is material, may result in additional charges for rescheduling.

Fees & Payment

Fees, payment schedule and currency are set out in the Engagement Document. Unless stated otherwise:

• Fixed-scope projects are invoiced against milestones, with a deposit due before work starts
• Retainers are invoiced monthly in advance; unused hours do not roll over unless agreed
• Time-and-materials work is invoiced monthly in arrears against a written activity summary
• Invoices are due within fifteen (15) days of the invoice date
• Overdue amounts may accrue interest at 1.5% per month or the maximum permitted by law
• Fees are exclusive of applicable sales, use or similar taxes, which are your responsibility

Third-party costs such as hosting, domains, app store fees, API usage and paid licenses are passed through at cost unless bundled explicitly. We may suspend work and services on accounts more than thirty (30) days overdue, after written notice. Deposits and milestone payments for work performed are non-refundable.

Changes to Scope

Requests outside the agreed scope are handled through a written change order describing the work, the fee and the timeline impact. We will not begin out-of-scope work until the change order is approved in writing.

Intellectual Property

What you own

On full payment of all fees due for an engagement, we assign to you all right, title and interest in the custom source code, designs and documentation created specifically for you under that engagement, together with the content and data you supplied.

What we retain

We retain ownership of our pre-existing materials, internal tools, frameworks, libraries, templates and general know-how, including anything developed independently of your engagement. Where such materials are embedded in your deliverables, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use, modify and distribute them as part of those deliverables.

Nothing prevents us from performing similar work for other clients or from applying the general skills and experience gained during your engagement.

Portfolio rights

Unless you tell us otherwise in writing, we may identify you as a client and display your name, logo and a general description of the work in our portfolio and marketing materials. We will not disclose confidential details, metrics or code without your permission.

Third-Party Components & Services

Deliverables may incorporate open-source software, commercial libraries, hosting platforms, payment processors and APIs supplied by third parties, each governed by its own license and terms. We will inform you of material third-party dependencies. We are not responsible for the availability, pricing, performance or policy changes of third-party services, and outages or changes on their side are outside our control.

AI-Enabled Deliverables

Where an engagement includes artificial intelligence features, you acknowledge that AI systems are probabilistic. Outputs may be incomplete, inaccurate or unsuitable for a given purpose, and they can change when an underlying model provider updates its models.

We design AI features with grounding, guardrails and human escalation paths appropriate to the agreed scope, but we do not warrant that AI outputs will be accurate, complete or error-free. You are responsible for reviewing AI-generated content before relying on it for decisions with legal, financial, medical, safety or other significant consequences, and for ensuring your use of such features complies with applicable law and third-party model provider terms.

Confidentiality

Each party may receive confidential information from the other. The receiving party will protect it with at least reasonable care, use it only to perform under the engagement, and disclose it only to personnel and contractors who need it and are bound by comparable obligations.

These obligations do not apply to information that is publicly available through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party. Disclosure required by law is permitted, with notice to the other party where legally allowed. Confidentiality obligations survive termination for three (3) years, and indefinitely for trade secrets.

Warranties & Disclaimers

We warrant that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards, and that deliverables will materially conform to the agreed specifications for thirty (30) days after acceptance. Your exclusive remedy for a breach of this warranty is that we will re-perform the affected work or correct the defect at no charge.

This warranty does not cover issues arising from changes made by you or a third party, misuse, failure of third-party services, or use outside the agreed specifications.

Except as expressly stated above, this website and our services are provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the website or any deliverable will be uninterrupted, error-free or secure against every threat, or that any particular business result, ranking, traffic level or revenue figure will be achieved.

Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill or business interruption, even if advised of the possibility of such damages.

Our total aggregate liability arising out of or relating to an engagement will not exceed the total fees actually paid by you to us under that engagement in the twelve (12) months immediately preceding the event giving rise to the claim. For use of this website alone, where no fees have been paid, our total aggregate liability will not exceed one hundred US dollars (US$100).

These limitations do not apply to a party's fraud, willful misconduct, gross negligence, breach of confidentiality obligations, or your obligation to pay fees due. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

Indemnification

You agree to indemnify, defend and hold harmless Neutron and its members, officers, employees and contractors from any third-party claim, damages, liability, cost or expense (including reasonable attorneys' fees) arising out of: content, data, assets or instructions you provide; your use or modification of deliverables after handover; your violation of law or third-party rights; or your breach of these Terms.

We will indemnify you against third-party claims that our original deliverables, as delivered and used as agreed, infringe a United States copyright or trade secret, provided you notify us promptly and allow us to control the defense.

Term & Termination

An engagement continues until the agreed deliverables are accepted or, for ongoing services, until terminated. Either party may terminate for material breach that remains uncured thirty (30) days after written notice. Either party may terminate an ongoing retainer for convenience on thirty (30) days' written notice.

On termination you will pay for all work performed and third-party costs committed up to the termination date. We will deliver completed work product for which payment has been received and will cooperate reasonably in an orderly handover. Sections on intellectual property, payment, confidentiality, disclaimers, liability, indemnification and governing law survive termination.

Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemic, labor disputes, government action, failure of internet backbone or utility infrastructure, or outages at major cloud or model providers. Payment obligations for work already performed are not excused.

Governing Law & Disputes

These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing a claim, the parties agree to attempt good-faith resolution through direct discussion for at least thirty (30) days. Any dispute not resolved that way will be brought exclusively in the state or federal courts located in Wyoming, and both parties consent to personal jurisdiction there. Each party waives any right to a jury trial and to participate in a class or representative action.

General Provisions

• Entire agreement. These Terms together with the applicable Engagement Document form the entire agreement and supersede prior discussions on the same subject.
• Amendments. We may update these Terms for the website at any time by posting a revised version with a new date. Changes to a signed Engagement Document require written agreement from both parties.
• Severability. If any provision is held unenforceable, the remainder stays in effect and the provision is modified to the minimum extent needed to make it enforceable.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Assignment. Neither party may assign an engagement without the other's written consent, except to a successor in a merger or sale of substantially all assets.
• Independent contractor. We are an independent contractor. Nothing here creates a partnership, joint venture, agency or employment relationship.
• Non-solicitation. During an engagement and for twelve (12) months afterwards, neither party will knowingly solicit the other's personnel directly involved in the engagement, except through general public job postings.
• Notices. Legal notices must be in writing and sent to the addresses below, by email with confirmed receipt or by recognized courier.

Contact Us

Questions about these Terms can be sent to:

See also our Privacy Policy.