Terms & Conditions

Last updated: August 8, 2026

These Terms & Conditions ("Terms") govern your access to and use of the website located at ashtongroup.org (the "Site") and, unless superseded by a signed written agreement, all consulting, software development, and related professional services (the "Services") provided by Ashton Group ("Ashton Group," "we," "us," or "our"). By accessing the Site or engaging us for Services, you ("Client," "you") agree to be bound by these Terms. If you do not agree, do not use the Site or engage the Services.

1. Services; Statements of Work

Specific engagements will be described in a proposal, estimate, statement of work, or written communication (each, a "SOW"). Each SOW is governed by these Terms unless the SOW expressly states otherwise. In the event of a conflict between a signed SOW and these Terms, the SOW controls for that engagement. We may use subcontractors in performing Services and remain responsible for their work.

2. Estimates, Fees, and Payment

All time and cost estimates are good-faith projections, not fixed commitments, unless expressly designated as fixed-price in a SOW. Invoices are due within fifteen (15) days of issuance unless otherwise stated. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend work on accounts with overdue balances. Fees are exclusive of taxes, which are the Client's responsibility (excluding taxes on our income). Except as expressly stated in a SOW, all fees paid are non-refundable.

3. Client Responsibilities

You agree to provide timely access to personnel, systems, credentials, content, and decisions reasonably necessary for us to perform the Services. You are solely responsible for: (a) the accuracy, legality, and rights-clearance of all materials, data, and instructions you provide; (b) maintaining backups of your own systems and data; (c) your own compliance with laws and regulations applicable to your business; and (d) reviewing, testing, and accepting deliverables before deploying them in production. Delays or failures caused by the Client, its vendors, or third-party services may extend timelines and increase fees.

4. Intellectual Property

Upon our receipt of full payment of all fees due under an engagement, and except as otherwise stated in a SOW, deliverables created specifically for the Client under that engagement are assigned to the Client. Notwithstanding the foregoing, we retain all right, title, and interest in and to our pre-existing materials, know-how, methodologies, templates, frameworks, tools, and generic code libraries ("Ashton Group Materials"), and grant the Client a non-exclusive, perpetual, royalty-free license to use Ashton Group Materials solely as incorporated into the deliverables. Third-party and open-source components are governed by their own licenses, and the Client is responsible for complying with them. We may identify the Client and describe the general nature of the engagement in our portfolio and marketing unless the Client requests otherwise in writing.

5. Confidentiality

Each party agrees to protect the other party's non-public business, technical, and financial information with at least the same degree of care it uses for its own similar information (and no less than reasonable care), and to use such information only for purposes of the engagement. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known prior to disclosure, is independently developed, or must be disclosed by law.

6. No Professional Advice

The Services and all content on the Site are provided for general informational and technical purposes only and do not constitute legal, financial, accounting, tax, medical, or regulatory advice. References to standards or frameworks such as SOX, HIPAA, GDPR, CCPA, or similar regulations describe technical alignment efforts only. We are not a law firm, auditor, or certifying body; engagement of the Services does not by itself make any system, organization, or process "compliant," and no statement by us shall be construed as a legal opinion or a guarantee of regulatory compliance or certification. You are solely responsible for obtaining qualified legal, audit, and compliance counsel for your obligations.

7. Disclaimer of Warranties

THE SITE, ALL SITE CONTENT, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. Without limiting the foregoing, we do not warrant that any software, system, or deliverable will be free of defects, vulnerabilities, or interruptions; that it will meet your requirements or achieve any particular business outcome, performance level, uptime, search ranking, conversion rate, or revenue; or that it will be compatible with future third-party changes. Software and infrastructure inherently involve risk, third-party dependencies, and evolving threats; the Client assumes such risks by engaging the Services. Some jurisdictions do not allow the exclusion of certain implied warranties, so portions of the above may not apply to you; in that case any implied warranty is limited to thirty (30) days from delivery.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL ASHTON GROUP, ITS OWNERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SITE, THE SERVICES, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE); AND (B) OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE, THE SERVICES, OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (i) THE FEES ACTUALLY PAID BY THE CLIENT TO ASHTON GROUP FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS (US $100). The parties acknowledge that the fees reflect this allocation of risk and that we would not provide the Services without these limitations. Any claim must be brought within one (1) year after the cause of action accrues, or it is permanently barred.

9. Indemnification

You agree to defend, indemnify, and hold harmless Ashton Group and its owners, employees, and contractors from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) materials, data, specifications, or instructions provided by you; (b) your products, services, and business operations, including their compliance with applicable law; (c) your use, modification, or deployment of deliverables after acceptance; or (d) your breach of these Terms.

10. Third-Party Services

The Services and deliverables may interoperate with third-party platforms, APIs, hosting providers, data feeds, and open-source software. We are not responsible for the availability, performance, security, pricing, or terms of any third party, or for changes to third-party services that affect deliverables after delivery. Your use of third-party services is governed solely by your agreements with those parties.

11. Term, Termination, and Suspension

Either party may terminate an engagement for convenience with fourteen (14) days' written notice, or immediately for the other party's material breach not cured within ten (10) days of notice. Upon termination, the Client shall pay for all Services performed and expenses incurred through the effective date of termination. Sections 2, 4–10, and 12–14 survive termination.

12. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or utility failures, third-party platform outages, epidemics, or governmental action.

13. Dispute Resolution; Arbitration; Class Waiver

Please read this section carefully; it affects your legal rights. Any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services that cannot be resolved informally shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in the State of Maryland, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek temporary injunctive relief in court for matters of intellectual property or confidentiality. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW.

14. Governing Law; Miscellaneous

These Terms are governed by the laws of the State of Maryland, without regard to conflict-of-law principles. Subject to Section 13, the state and federal courts located in Maryland shall have exclusive jurisdiction. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in full force. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets. These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding their subject matter and supersede all prior discussions. We may update these Terms from time to time by posting a revised version on the Site; continued use of the Site or Services after posting constitutes acceptance.

15. Contact

Questions about these Terms: hello@ashtongroup.org