Terms of Service

These Terms form an agreement between Tensorway LLC, a limited liability company organized under the laws of the State of New Mexico, United States (“Tensorway”, “we”, “us”), and the individual or organization that engages us for services (“Client”, “you”).

These Terms apply to every quote we issue, every project we accept and every retainer we run, unless we both sign a separate written agreement that says otherwise. Where a signed agreement and these Terms conflict, the signed agreement controls for that engagement only.

By accepting a quote, paying a deposit invoice or instructing us to begin work, you agree to these Terms.

We provide data extraction, data integration and automation engineering services. Our three standard offerings are:

• Pipeline Repair — diagnosis and repair of an existing data extraction system that has stopped working correctly. Typical delivery is 3–7 business days.
• Custom Data Pipeline — design and construction of a new, durable data extraction and integration system. Typical delivery is 7–14 business days.
• Monthly Maintenance Retainer — ongoing monitoring, response when source systems change, and routine updates, billed monthly.

The specific work for any engagement is defined in a written scope document that we prepare and you approve before work begins. That scope document lists what we will build, what we will deliver and what is explicitly excluded.

Work that falls outside the approved scope is not included in the agreed price. If you ask for it, we will tell you before starting whether it is out of scope, and we will quote it separately. We do not perform out-of-scope work and invoice you for it afterwards without your written approval.

We quote a fixed price for each project, based on the approved scope. The quote states the price, the delivery window and the deliverables.

A quote is valid for 30 calendar days from the date we issue it. After that period we may re-quote, because the source systems and the effort involved may have changed.

A quote becomes binding when you accept it in writing — an email reply stating your acceptance is sufficient — and the deposit invoice is paid. Until both happen, no work is scheduled and no delivery date is reserved.

Retainer engagements are quoted as a monthly fee and begin on the date agreed in writing.

All prices and invoices are in United States Dollars (USD).

Project work is billed 50% upfront and 50% on delivery. The upfront portion is invoiced on acceptance of the quote and is due before work begins. The remaining portion is invoiced when the deliverables are handed over and is due within 7 calendar days of the invoice date.

Monthly Maintenance Retainers are invoiced monthly in advance. The first month is due before the retainer period starts.

If an invoice is more than 14 calendar days overdue, we may pause work on your engagement and hold delivery of outstanding items until the balance is settled. We will notify you in writing before pausing. Bank fees, card processing fees and currency conversion costs charged by your own payment provider are your responsibility. Prices are exclusive of any taxes that may apply in your jurisdiction.

Billing questions should go to billing@tensorway.net. Refunds and cancellations are handled under our Refund & Cancellation Policy, which forms part of these Terms.

Every project includes two rounds of revisions against the approved scope. A revision round means you review the delivered work, send us a consolidated list of corrections, and we address the items that fall within the agreed scope.

A change of scope is not a revision. Adding new data sources, new output formats, new destination systems or new behaviour that was not in the approved scope document is new work, and we will quote it separately at a fixed price before starting.

Revision requests should be sent within 14 calendar days of delivery so that the work is still fresh and the source systems have not materially changed.

To deliver on time, we depend on you. You agree to:

• provide timely access to the accounts, credentials, API keys, environments, repositories and documentation the work requires;
• nominate one person who can answer technical questions and approve decisions;
• respond to blocking questions within a reasonable time, understanding that delivery windows extend by the time we spend waiting;
• maintain your own backups of any system we are asked to modify.

Authorization. You represent and warrant that you are authorized to access, use, modify and collect data from every system, account, dataset and source involved in the engagement, and that you hold all permissions, licences, contractual rights and consents necessary for the work you are asking us to perform. You further represent that your intended use of the deliverables complies with all applicable laws and regulations, including data protection and intellectual property law, and with the terms of service, contracts and access policies governing the systems and data sources concerned.

We rely on that representation. We do not independently verify your rights over third-party systems, and we are not responsible for determining the legality of your intended use. If we come to believe that a representation in this section is inaccurate, we may pause or terminate the engagement under Section 7.

You are responsible for how the deliverables are used after handover, including the storage, security and lawful processing of any data they collect or move.

We do not accept work that is unlawful, that is intended to gain unauthorized access to systems or accounts, that infringes another party’s rights, that collects personal data without a lawful basis, or that is designed to deceive, defraud or harass.

If, before or during an engagement, we determine that the requested work falls into any of these categories, we will stop work immediately and notify you in writing. In that situation we will invoice for work properly performed up to the point of stopping, and no further obligations arise on either side. Amounts already paid for work not performed are handled under our Refund & Cancellation Policy.

We reserve the right to decline any engagement, before acceptance, without stating a reason.

On receipt of full payment for an engagement, ownership of the custom source code, configuration and written documentation we produce specifically for that engagement transfers to you. You may use, modify, extend and redistribute those deliverables without further permission from us.

Before full payment, we retain ownership of the deliverables and grant no licence to use them in production.

Tensorway retains ownership of its own general-purpose tools, internal libraries, utilities, templates, methods and know-how that existed before the engagement or that are developed independently of it, including improvements to them. Where such components are embedded in a deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and distribute them as part of that deliverable. Nothing in these Terms prevents us from continuing to use, license and develop those general-purpose components for other clients.

Third-party open-source components included in a deliverable remain subject to their own licences. We identify them in the delivered documentation.

We will not name you as a client, describe your project publicly or use your logo without your written permission.

Each party may receive non-public information from the other — credentials, business data, source code, pricing, plans and similar material. Both parties agree to keep such information confidential, to use it only for the purpose of the engagement, and to protect it with at least the care they apply to their own confidential information.

This obligation does not cover information that is already public, that the receiving party already knew without a duty of confidence, that is independently developed, or that must be disclosed by law or valid legal process. Where disclosure is legally required, the disclosing party will give the other reasonable notice if it is lawfully able to do so.

Confidentiality obligations survive for three years after the engagement ends. Credentials you share are used solely for the engagement, and we ask you to rotate them after delivery as a matter of good practice.

We warrant that we will perform the services with reasonable skill, care and professional judgement, and that the deliverables will substantially conform to the approved scope document at the time of delivery.

Every project includes 14 days of support after delivery. During that period, if a deliverable does not work as described in the approved scope, we will correct it at no additional charge.

Data extraction and integration systems depend on third-party systems we do not control. Those systems change their structure, their interfaces, their access rules and their availability without notice, and such changes can stop a working system from functioning correctly. Breakage caused by changes to third-party systems after delivery is not a defect and is not covered by the warranty or the 14-day support period. The Monthly Maintenance Retainer exists precisely for that ongoing risk, and we will always tell you honestly whether a given project is likely to need it.

Beyond the express warranty in this section, we make no other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. We do not warrant uninterrupted or error-free operation, nor the accuracy, completeness or continued availability of data produced by third-party systems.

To the maximum extent permitted by applicable law, our total aggregate liability arising out of or relating to an engagement — whether in contract, tort, negligence, strict liability or otherwise — is limited to the total amount you actually paid us for that specific engagement.

Neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business opportunities, loss of data or costs of substitute services, even if advised that such damages were possible.

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

A project engagement runs from acceptance of the quote until delivery and the end of the 14-day support period. A retainer runs month to month.

Either party may terminate a project engagement in writing at any time. If you terminate before delivery, you pay for work properly performed up to the termination date, and we deliver what has been completed and paid for. The upfront payment is applied against that amount; any handling of the balance follows our Refund & Cancellation Policy.

Either party may cancel a Monthly Maintenance Retainer at any time, with no notice period required. Cancellation takes effect at the end of the current paid month. Retainer fees already paid for the current month are not prorated, and we continue to provide the service through the end of the paid month.

Either party may terminate immediately for material breach that is not cured within 10 business days of written notice. Sections 8, 9, 10, 11 and 13 survive termination.

These Terms and any dispute arising from them are governed by the laws of the State of New Mexico, United States, without regard to its conflict-of-law rules. The state and federal courts located in Bernalillo County, New Mexico have exclusive jurisdiction, and both parties consent to that venue.

Before starting formal proceedings, both parties agree to attempt to resolve the dispute in good faith by direct discussion for at least 30 days after written notice of the dispute.

We may update these Terms as our services evolve. The current version is always published on this page with the effective date at the top.

Changes apply to engagements accepted after the date they are published. They do not retroactively change the terms of an engagement already in progress. If a change would materially affect an active engagement, we will notify you by email before it takes effect for you.

Questions about these Terms, an engagement or an invoice can be sent to the addresses below, or through our contact form. We reply to messages within one business day.

• General enquiries: info@tensorway.net
• Billing and refunds: billing@tensorway.net

Tensorway LLC
1209 Mountain Road Pl NE Ste N
Albuquerque, NM 87110
United States