Terms of Engagement

01The Company & These Terms

1.1Warning Engineering (“we”, “us”) provides engineering and prototyping services — electronics and PCB design, firmware development, mechanical and industrial design, testing, and manufacturing at our own production facilities.

1.2An engagement is formed when the client accepts a written offer from us and the first payment under that offer is received. Our offer documents are offers, not contracts — nothing is binding on either side until an offer is accepted.

1.3All prices are quoted in USD and exclude VAT and any applicable taxes or duties, unless the offer states otherwise.

02Requirements & Changes

2.1Requirements remain open for refinement until kickoff sign-off. From sign-off, the written specification is locked and is the single reference for scope, acceptance, and defect assessment.

2.2Changes requested after kickoff sign-off are change orders — quoted separately or billed at our standard hourly rate of $50/hr, at our reasonable discretion depending on scope.

2.3Mechanism codes, part designations, and similar identifiers used in offers and specifications are working references describing functional intent. Nomenclature can be aligned at kickoff without affecting scope or price.

03Payment & Invoicing

3.1Invoices are due within 5 business days of issue. Overdue invoices accrue interest at 0.5% per day from the due date until settled in full.

3.2Final files and deliverables are released on receipt of final payment for the milestone or engagement they belong to.

3.3Payment of a milestone invoice, or written acceptance of a milestone, locks that deliverable — subsequent changes to it are change orders under Article 2.2.

3.4Components and materials procured on the client’s behalf are billed at cost plus 10% handling, unless the offer states otherwise. Freight and shipping are passed through at cost.

04Calls, Meetings & Communication

4.1Calls, meetings, and consultations are not included in any fixed price and are billed at $50/hr, except as stated in Articles 4.2 and 4.3.

4.2On engagements whose total engineering price exceeds $10,000, we include one standing weekly check-in call of up to 30 minutes for the life of the engagement. Additional calls, or time beyond 30 minutes in a given week, are billed at $50/hr.

4.3Where the selected offer option states that deliverable submissions include a review window, each submission includes up to 30 minutes of review discussion; time beyond that is billed at $50/hr. The lowest-priced option in any offer completes on delivery and includes no post-delivery discussion time.

05Communication & Availability

5.1We work asynchronously by default, so that engineering hours go into engineering. Written messages are answered within 1 business day (Monday–Friday, excluding public holidays at our locations). Instant or same-hour responses are not part of any engagement.

5.2Engineering time is scheduled, not on standby. For part-time and hourly engagements, we agree reserved working windows at kickoff (specific weekly days or a weekly hour block); substantive work is performed within those windows, and requests arriving between windows are scheduled into the next one.

5.3Standing availability — same-day responses and priority scheduling across the whole week — is a feature of the Engineering Consultancy Retainer, not of hourly or fixed-price work.

5.4Project decisions are made in writing. A decision discussed on a call becomes effective when confirmed in writing by both sides; until then it is a proposal. This protects both parties’ record of what was agreed.

5.5Project communication runs in Warning Engineering’s designated channels. We run many concurrent engagements, so communication is consolidated where our engineers already work: at kickoff we set up the project channel, invite the client’s team, and all project communication, files, and decisions live there. Response times and review windows run from the moment a message or deliverable reaches the designated channel — material sent through other routes counts as received when it arrives there.

5.6Working inside client-side tools — the client’s chat workspaces, ticket systems, file servers, or standing meeting cadences — is not part of any engagement by default. Where the client requires it, we can accommodate it, and the time spent operating those tools and attending those cadences is billable coordination at $50/hr.

06Client Inputs & Schedule

6.1All quoted timelines assume timely client inputs — files, information, approvals, feedback, and any client-supplied materials or samples. Delay in providing an input shifts the schedule by at least the length of the delay; where reserved capacity has to be released to other work, the affected milestone is re-slotted to the next available window. Client-side delays never create liability, penalties, or price reductions on our side.

6.2We rely on client-supplied files, data, specifications, and components as provided, without independent verification unless verification is itself part of the engaged scope. Errors originating in client-supplied material are not design errors of ours; identifying and correcting their consequences is a change request billed at $50/hr.

6.3Client-supplied physical items (samples, components, hardware) that arrive late, damaged, or out of specification are treated the same way: the schedule shifts, and any resulting rework is a change request.

07Confidentiality

7.1We sign a Mutual Non-Disclosure Agreement before any schematics, CAD models, firmware, or other sensitive material changes hands, in either direction. Our standard mutual NDA is available on request and protects both parties equally.

7.2Until an NDA is in place, neither party is obliged to accept confidential material, and unsolicited material creates no confidentiality obligation.

08Intellectual Property

8.1All designs, source files, and firmware produced under an engagement transfer to the client on receipt of final payment for the milestone or engagement in which they were produced.

8.2Open-source components used in a deliverable retain their respective licences; we identify them in the deliverable documentation.

8.3We retain general knowledge, skills, and experience gained in the course of the work, and background tools, libraries, and templates we owned before the engagement, none of which include the client’s confidential information or transferred designs.

09Workmanship Guarantee

9.1If a deliverable fails to perform as specified due to a design error on our part, Warning Engineering will perform the necessary redesign and re-verification at no additional cost. This covers design intent — not manufacturing defects, component failures beyond specified tolerances, or scope changes introduced after sign-off.

9.2The guarantee applies to deliverables as delivered by us. It does not cover deliverables that have been modified by the client or by third parties, deliverables used outside the locked specification, or hardware manufactured with deviations from the delivered files.

10Limitation of Liability

10.1Each party’s aggregate liability arising out of or in connection with an engagement is limited to the total fees actually paid by the client under that engagement. This limit applies however the liability arises — in contract, in tort, for breach of statutory duty, or on any other basis — and does not apply to liability arising from wilful misconduct or fraud, nor to any liability that cannot be limited under mandatory applicable law.

10.2Neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or loss of goodwill, nor for any indirect or consequential loss, howsoever arising.

10.3Neither party may bring a claim arising out of or in connection with an engagement more than 12 months after the date on which it became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, except where a longer period is required by mandatory applicable law.

11Platform Engagements (Upwork & Similar)

11.1Where an engagement runs through a freelance platform, the platform’s contract, escrow, payment-protection, and dispute-resolution mechanics apply and prevail over any conflicting payment mechanics in these terms. In particular: funding a milestone escrow satisfies the pre-payment for that milestone; the platform’s submission, review, and auto-approval periods operate alongside our acceptance terms (whichever results in earlier acceptance applies); hourly time tracked under the platform’s billing is invoiced on the platform’s weekly cycle; and the invoice due dates and late-payment interest in Article 3 apply only to direct invoicing outside a platform.

11.2For platform engagements, the contract, all payments, and all formal items — milestone submissions, deliveries, approvals, and decisions — stay on the platform, in accordance with its terms of service. Where the platform’s terms permit it once a contract is active, day-to-day technical communication is consolidated into our designated channels per Article 5.5, with anything formal echoed back to the platform thread.

12Concerns & Making Things Right

12.1If anything about the work or the working relationship is not as expected, tell us in writing first, before any other step. We respond within 2 business days with a written assessment and, where something on our side fell short, a concrete plan to put it right at no cost. Nearly every concern is resolved this way in a single round.

12.2Where a deliverable has a confirmed defect, our remedy is correction: we redesign and re-verify under the workmanship guarantee. Refunds or price reductions are considered only where correction has been attempted and has demonstrably failed — re-performance always comes first.

13Paused & Dormant Projects

13.1If a project is paused or the client is unresponsive for 20 business days, the project is closed: work completed to date is invoiced, files for paid milestones are delivered, and the engagement ends. Reopening a closed project is a new engagement, re-onboarded at $50/hr.

14General

14.1The parties are independent contractors. Nothing in these terms creates a partnership, joint venture, agency, or employment relationship.

14.2If any provision of these terms is held invalid or unenforceable, the remaining provisions continue in full force.

14.3Variations to these terms are effective for a specific engagement only when stated in the accepted written offer or agreed in writing by both parties.

01Milestones & Payment

1.1Every fixed-price offer breaks the work into milestones, each with its own fixed price and duration, shown in the offer’s milestone table. The milestone prices sum exactly to the option’s total price.

1.2Each milestone is invoiced in two parts: 50% of that milestone’s price is due before work on it begins, and the remaining 50% is due on delivery or sign-off. This applies uniformly to every milestone, including the final one.

1.3Payment of a milestone invoice or written acceptance locks that deliverable. Your budget for completed work is fixed and cannot grow.

1.4Invoices are due within 5 business days of issue; overdue invoices accrue interest at 0.5% per day per the General Terms.

1.5On platform engagements (Upwork and similar), funding the milestone escrow satisfies Article 1.2’s pre-payment for that milestone, and no work on a milestone begins before its escrow is funded. The platform’s own review and auto-approval periods operate alongside Article 2.3, whichever results in earlier acceptance.

1.6Milestone durations assume timely client inputs and feedback per the General Terms. Client-side delays shift the schedule by at least the length of the delay and may require re-slotting to the next available capacity window; they never reduce the price or create liability on our side.

02Acceptance of Deliverables

2.1A deliverable is accepted when it meets the requirements locked at kickoff. A reported issue is a defect only if it (a) contradicts the agreed written specification, (b) fails electrical/design rule checks under the agreed rule set, or (c) demonstrably prevents the deliverable from functioning as specified. Defects are corrected at no cost under the workmanship guarantee. Everything else — stylistic preferences, alternative approaches, “best practice” recommendations, and findings from third-party or automated review tools — is a change request, quoted or billed at $50/hr.

2.2Feedback on each milestone is submitted as one consolidated list within the 5-business-day review window. Each item must reference the specific requirement it relates to. Items without a spec reference are treated as change requests.

2.3Deemed Acceptance. Each milestone has a 5-business-day review window from delivery. If no consolidated, spec-referenced feedback is received within the window, the milestone is deemed accepted and the milestone invoice becomes due. Review requests received after the window are handled as post-acceptance change requests at $50/hr.

2.4Review items phrased as possibilities (“may affect”, “could improve”, “consider changing”) without a specific spec requirement or demonstrated failure are recorded as change requests, not defects. We will assess and answer each at $50/hr; confirmed spec violations are always fixed free under the workmanship guarantee.

2.5Deliverables are verified against Warning Engineering’s internal design review process (ERC/DRC plus manual engineering review). This is the applicable quality standard unless a different standard is agreed in writing at kickoff.

2.6Delivery of a milestone occurs when the deliverable files are submitted through the agreed channel (including a platform’s work-submission mechanism) or when we give written notice that they are complete and ready for release against the milestone balance — whichever is earlier. The review window in Article 2.3 runs from that moment.

03External & Automated Reviews

3.1External Review Response. Clients are welcome to have our work reviewed externally, including by AI tools. We triage any such report and return a written per-item engineering disposition (valid / not applicable / change request) at $50/hr. Items confirmed as spec violations are fixed at no cost under the workmanship guarantee — and the review time spent on those items is refunded under Article 3.3.

3.2The included design cycle covers changes arising from the agreed specification and bench findings. Findings from external or automated reviews do not consume the design cycle and are handled under External Review Response.

3.3Investigation Refund. Time spent reviewing external review reports, client test results, or change suggestions is billed at $50/hr with a written per-item disposition. For any item confirmed as a genuine design error on our part, the time spent assessing that item is refunded and the correction is performed at no cost under the workmanship guarantee. You never pay to have our genuine mistakes confirmed — you only pay for items that turn out not to be defects. The refund applies per confirmed item, not to a whole report.

04Testing & Fault Claims

4.1Where the selected option includes testing or validation, testing is performed by Warning Engineering per our written test procedure, and those results are the acceptance evidence. Test results produced by the client or third parties are informational only — a fault claim based on external testing is accepted once we have reproduced the fault ourselves (on a unit returned to us, or by re-running our test procedure). Diagnosis of externally reported faults is billed at $50/hr, refunded in full if the fault is confirmed as a design error on our part.

05Design Cycles & Changes

5.1Each fixed-price option includes the number of full design cycles stated in the offer (typically one full design cycle per deliverable). A design cycle covers a full revision pass driven by the locked specification or by bench findings.

5.2Minor adjustments within a phase do not count against the design cycle; only full direction changes do.

5.3Work beyond the included design cycles, and all change requests, are billed at $50/hr or quoted as a change order.

5.4If a deliverable does not perform as specified due to a design error on our part, we fix it at no extra cost under the workmanship guarantee — this never consumes a design cycle.

5.5Deliverables are produced in the toolchain and file formats stated in the offer. Conversion to, or rework in, other tools or formats requested after kickoff is a change request, not a defect.

06Completion

6.1The engagement completes on delivery of the final file package. Fabrication, assembly, and ordering decisions are the client’s own and are not a condition of acceptance or final payment.

6.2Fixed-price options complete on delivery of the listed files. Post-delivery questions, external review responses, and design changes are not included in any fixed price and are billed at $50/hr or covered by a pre-paid support block where offered.

6.3The lowest-priced option in any offer completes on delivery of the file package, after our internal design review. Post-delivery questions, review responses, or design changes under that option are billed at $50/hr.

07Cancellation

7.1If the client cancels a fixed-price engagement after work has begun, a kill fee of 25% of the remaining fixed-price balance applies, in addition to payment for all milestones completed or in progress at the time of cancellation.

7.2Paused and dormant projects are closed per the General Terms (20 business days of unresponsiveness).

7.3Manufacturing and production orders are an exception: because production is released against our factory’s own committed costs, production orders are payable in full before release and are non-cancellable and non-refundable once production has commenced, as stated in the relevant manufacturing quote.

7.4Third-party costs already committed at the time of cancellation — fabrication runs, components, tooling, freight — are payable in full and are non-refundable, in addition to the amounts in Article 7.1.

08Workmanship Guarantee

8.1If a deliverable fails to perform as specified due to a design error on our part, Warning Engineering will perform the necessary redesign and re-verification at no additional cost. This covers design intent — not manufacturing defects, component failures beyond specified tolerances, or scope changes introduced after sign-off. For manufacturing engagements, the workmanship guarantee covers fabrication and assembly defects only, never the client’s own design.

01Rates

1.1Engineering work billed by time is charged at $50/hr. This single rate applies to design, firmware, mechanical, review, consultation, and manufacturing-support work alike.

1.2The Engineering Consultancy Retainer is $2,500 per month and includes one week of engineering work per month. It is invoiced monthly.

1.3Components and materials are billed at cost plus 10% handling; freight is passed through at cost, per the General Terms.

02Budget Cap & Control

2.1The client sets a budget cap for every hourly engagement. We report hours weekly and stop when the cap is reached or when the client says stop — whichever comes first. Work never continues past the cap without the client’s written instruction to raise it.

2.2Estimates given for T&M work are good-faith estimates, not fixed prices. Hourly billing is used precisely where scope cannot be known in advance — the budget cap, not the estimate, is the spending limit.

03Scheduled Capacity & Availability

3.1Hourly engagements are part-time by definition. At kickoff we agree the reserved capacity for the engagement — specific weekly working days, or a weekly hour block — and that is when the work happens. Between reserved windows we are working for other clients and are not on standby.

3.2Written messages are answered within 1 business day per the General Terms. Substantive engineering work triggered by a message is performed in the next reserved window, not on receipt of the message. Response times run from the moment a message reaches the designated project channel (General Terms, Article 5.5).

3.3Work requested outside the reserved windows is scheduled into the next window by default. Genuinely urgent out-of-schedule work is taken on only subject to availability and may carry a priority surcharge agreed in writing before the work starts.

3.4Standing availability — same-day responses and priority scheduling across the whole week — is provided under the Engineering Consultancy Retainer, not under plain hourly billing.

3.5Reserved windows for which the client has no work are simply released — they are not billed, and they do not carry over. Reserved capacity that goes unused for 3 consecutive weeks may be re-allocated; scheduling resumes on the next available window when work resumes.

04Invoicing, Billable Time & Time Logs

4.1Hourly work is invoiced weekly, accompanied by an itemised time log showing what was worked on and for how long. Where the engagement runs through a platform’s hourly billing, the platform time tracker is the itemised time log and the platform’s weekly cycle is the invoicing cycle.

4.2Billable time is all time spent on the engagement: engineering and design work, reading and answering technical messages, reviewing client-supplied files, documents, and reports, calls and meetings, and project coordination directly attributable to the engagement. Time is billed in 15-minute increments.

4.3The consultancy retainer is invoiced monthly. Retainer time is reported in the same itemised format.

4.4Invoices are due within 5 business days of issue; overdue invoices accrue interest at 0.5% per day per the General Terms (direct invoicing only — platform billing follows the platform’s mechanics).

4.5A time log is conclusive unless disputed in writing within 5 business days of the invoice it accompanies, identifying the specific entries disputed and why. Undisputed entries remain payable on schedule; entries we confirm as logged in error are credited on the next invoice.

05Work That Is Always Billed by Time

5.1Some work is inherently unpredictable in scope and is therefore always billed at $50/hr rather than as a fixed price, whatever the engagement it belongs to:

• (a)manufacturer sourcing and production liaison — finding and evaluating manufacturers, gathering and comparing quotes, managing DFM feedback rounds, first-shot iterations, QC oversight, and on-site first-article inspection;
• (b)mould tooling coordination and injection-run management;
• (c)bring-up support and diagnosis of externally reported faults;
• (d)external review response — triage of third-party or AI review reports with a written per-item disposition;
• (e)change requests and work beyond the design cycles included in a fixed-price option;
• (f)calls, meetings, and consultations beyond what the General Terms include;
• (g)re-onboarding of a closed or dormant project.

06Deliverables & Intellectual Property

6.1Work product produced under hourly billing transfers to the client on payment of the invoices covering the time in which it was produced, per the General Terms.

6.2Hourly work is billed for time spent, not for a guaranteed outcome. Where an outcome can be specified and guaranteed, we will offer it as a fixed-price milestone instead — that is the honest boundary between the two billing models.

07Pausing & Ending Hourly Work

7.1Either party may pause or end an hourly engagement at any time with written notice. Hours worked up to the notice are invoiced on the normal weekly cycle; there is no kill fee on hourly work.

7.2The consultancy retainer renews monthly and may be cancelled by either party with notice before the next monthly renewal. Retainer time is not carried over between months unless agreed in writing.