Term & Conditions
Table of Contents
PROTOTYPEGURU | TERMS & CONDITIONS & CORPORATE FRAMEWORK
Official Website: prototypeguru.com
Contact Email: info@prototypeguru.com
Document Status: Complete & Unabridged Operational Framework
01 | Acceptance of Terms
Welcome to PrototypeGuru. These Terms & Conditions (“Terms”) form a legally binding agreement between you (“Client”) and PrototypeGuru (“Company,” “we,” “us,” or “our”).
By visiting our website at prototypeguru.com, submitting a project inquiry or quote request, executing a project agreement, or receiving any engineering or manufacturing service from us, you confirm that you have read and fully agree to be bound by these Terms.
If you are acting on behalf of a business, organisation, or other legal entity, you represent and warrant that you possess the legal authority to bind that entity to these Terms. In the absence of such authority, you must not proceed with using our services or website.
Complete Agreement
These Terms, together with any signed project agreement or Statement of Work (SOW), constitute the complete and exclusive agreement between the parties regarding the subject matter described herein. They supersede all prior representations, negotiations, understandings, or agreements — whether written or verbal.
02 | Services Overview
PrototypeGuru is a full-spectrum hardware product development company — a true one-stop engineering partner for startups, scale-ups, and enterprises. We guide products from initial concept through to certified, market-ready production.
Core Service Pillars
Engineering Design: Mechanical, Electronic & PCB Design, System Architecture, DFM/DFA Optimisation.
Prototyping: Rapid Prototypes, PCBA, 3D Printing, Enclosures, Proof-of-Concept Development.
Embedded & Software: Firmware, IoT, BLE/WiFi Connectivity, Mobile Apps, Cloud Integration.
Manufacturing: Manufacturer Sourcing, BOM Optimisation, Pilot & Mass Production Support.
Product Launch: Branding Support, Rendering & Animation, Technical Documentation.
Quality & Compliance: CE / FCC / RoHS, EMC/EMI Testing, Safety Certification, QA & Inspection.
Target Industries
We serve a broad range of industries including Consumer Electronics, Wearables & Smart Devices, AIoT & Connected Devices, Industrial Automation, Energy & EV Systems, Medical Devices, Automotive Electronics, and Hardware Startups at MVP stage.
Note: Specific deliverables, timelines, and fees for any engagement are defined in the applicable project proposal or Statement of Work (SOW).
03 | Scope of Engagement & Project Agreements
Every PrototypeGuru project is initiated through a formal written project agreement, proposal, or Statement of Work (SOW). This document defines the agreed scope, deliverables, milestones, timelines, and responsibilities for both parties. These Terms are automatically incorporated by reference into every such agreement.
Scope Changes: Any modification to the agreed project scope — including additions, removals, or substitutions — must be submitted in writing and formally approved through a Change Order. Change Orders may result in adjusted pricing and revised delivery schedules.
Right to Decline: PrototypeGuru reserves the right to decline, suspend, or discontinue any project that falls outside our technical capabilities, conflicts with applicable law, or raises ethical concerns.
Written Confirmation Required: Verbal conversations, email threads, or informal communications do not constitute binding commitments. Only written confirmation from an authorised PrototypeGuru representative creates enforceable obligations.
Client Obligations: The Client is responsible for supplying accurate, complete, and timely information, technical specifications, reference materials, and approvals as required to execute the project without interruption.
Client-Caused Delays: Where delays arise from the Client’s failure to provide required inputs, feedback, or decisions, PrototypeGuru reserves the right to revise the project timeline accordingly. Associated additional costs, if any, will be communicated and agreed upon before being applied.
Independent Contractor Status
PrototypeGuru operates exclusively as an independent contractor. Nothing in these Terms or any project agreement shall be construed to create an employment, partnership, joint venture, agency, or franchise relationship between the parties.
04 | Payments, Fees & Billing
All service fees are outlined in the project proposal or SOW and are subject to the payment terms below unless a separate written arrangement has been agreed. Timely payment is essential to the uninterrupted progress of your project.
| Payment Stage | When Due | Amount | Notes |
| Initial Deposit | Before work begins | 30–50% | Non-refundable. Secures engineering resources and initiates design phase. |
| Milestone Payments | Per agreed milestones | As agreed | Work pauses if milestone invoices are not settled on schedule. |
| Final Payment | On project completion | Remaining balance | Due before final deliverable transfer or production release. |
| Procurement & Tooling | Before purchase orders | At cost | Components, tooling, and manufacturing costs are passed through at cost. |
Late Payment Fee: Invoices not settled within the agreed payment period will accrue a late fee of 1.5% per month on the outstanding balance until paid in full.
Taxes & Duties: All quoted fees are exclusive of VAT, GST, sales tax, import duties, or any other applicable levies. Such costs are the Client’s sole responsibility.
Withholding of Deliverables
PrototypeGuru reserves the right to withhold transfer of all final files, source code, hardware units, production tooling, and production-ready assets until every outstanding invoice is settled in full. This right applies irrespective of the stage or proximity to project completion.
05 | Intellectual Property Rights
Ownership of intellectual property is a foundational matter in every hardware development engagement. The following provisions clearly define IP rights and obligations for both parties throughout and after the project.
Client’s Pre-Existing IP: All intellectual property, technology, proprietary data, and materials owned by the Client prior to the commencement of a project remain exclusively the Client’s property at all times. PrototypeGuru claims no rights over Client pre-existing IP.
Custom Work Product (Upon Full Payment): Following receipt of all outstanding fees in full, PrototypeGuru assigns to the Client all rights, title, and interest in the custom deliverables created specifically for the project — including electronic schematics, PCB layout files, mechanical CAD models, firmware source code, BOM documentation, and technical manuals.
PrototypeGuru Background IP: Pre-existing tools, engineering methodologies, internal frameworks, reusable software libraries, proprietary components, and accumulated technical know-how used in the delivery of services remain the exclusive property of PrototypeGuru. A perpetual, royalty-free, non-exclusive licence to use such elements as integrated within the final deliverables is automatically granted to the Client upon full payment.
Third-Party & Open-Source Components: Deliverables may incorporate open-source software, commercially licensed libraries, or third-party components. Such elements remain governed by their respective licences. The Client assumes full responsibility for ongoing compliance with those licences in any commercial or production use.
IP Retention Prior to Full Payment: Until all invoices are settled in full, PrototypeGuru retains complete ownership of all work product and deliverables. The Client may not reproduce, distribute, sublicence, commercialise, or otherwise exploit any deliverables — in whole or in part — until IP assignment has taken effect upon full payment.
06 | Confidentiality & Non-Disclosure
In the course of a project engagement, both parties may gain access to sensitive, proprietary, or commercially valuable information belonging to the other. Both PrototypeGuru and the Client commit to the following confidentiality obligations:
Treat all confidential information received from the other party with strict confidence and refrain from disclosing it to any third party without prior written consent.
Use confidential information exclusively for the purpose of fulfilling obligations under the relevant project agreement — and for no other purpose.
Apply no less than the same standard of care to protect the other party’s confidential information as each party applies to its own comparable proprietary information, and in all cases apply reasonable care.
Promptly return or permanently destroy all confidential materials upon written request or upon termination of the engagement, whichever comes first.
Exceptions to Confidentiality
Confidentiality obligations do not apply to information that:
Is or becomes publicly available through no fault of the receiving party.
Was already known to the receiving party prior to disclosure.
Is independently developed without reference to the disclosed information.
Is required to be disclosed under applicable law, regulation, or by court order — provided that advance written notice is given to the disclosing party where legally permissible.
Note: Where the parties have executed a standalone Non-Disclosure Agreement (NDA) prior to or alongside a project engagement, the provisions of that NDA shall take precedence over this section and govern the parties’ confidentiality obligations in full.
07 | Prototyping, Testing & Deliverables
PrototypeGuru delivers a comprehensive range of prototyping services including rapid prototyping, functional prototype development, PCB assembly (PCBA), 3D printing, custom enclosure fabrication, and proof-of-concept builds. Clients engaging these services should be aware of the following terms and expectations:
Iterative Development Process: Hardware development is an inherently iterative engineering discipline. It is common — and expected — that prototypes will require one or more design-test-revise cycles before achieving validated performance. Each revision may involve additional engineering time and material costs, which will be scoped, communicated, and agreed upon before work proceeds.
Prototype vs. Production Units: All prototype and pre-production units delivered by PrototypeGuru are engineering samples intended strictly for internal testing and validation. They are not certified, safety-approved, or authorised for commercial sale, public distribution, or regulatory use unless a separate written declaration to that effect is provided by PrototypeGuru.
Testing & Functional Validation: PrototypeGuru conducts functional testing to verify that deliverables perform in accordance with the agreed technical specifications. Clients are independently responsible for conducting their own thorough validation, field testing, and safety assessment prior to any commercial product launch.
Electronic Component Availability: The global electronics supply chain is subject to fluctuation. In cases where specified components are unavailable or discontinued, PrototypeGuru will identify and propose suitable engineering alternatives. Any substitution that may affect design performance or function requires the Client’s explicit written approval before implementation.
Delivery Acceptance Window: Upon receipt of any deliverable, the Client has 10 business days to formally accept or submit written rejection with documented reasons. Failure to respond within this period will be treated as unconditional acceptance of the deliverable.
08 | Manufacturing & Production Support
PrototypeGuru provides end-to-end manufacturing support including manufacturer identification and vetting, BOM optimisation, production engineering, pilot production runs, and mass production coordination. The following terms govern all manufacturing-related engagements:
Manufacturer Relationships & Due Diligence: PrototypeGuru maintains a curated network of vetted manufacturing partners and exercises reasonable due diligence in their selection. However, we do not guarantee individual manufacturer performance, delivery schedules, or output quality beyond the quality assurance processes explicitly agreed in the project SOW.
Mandatory Client Approvals: No manufacturing run may commence without the Client’s prior written approval of final design files, Bill of Materials (BOM), and production samples where applicable. PrototypeGuru bears no liability for defects, non-conformances, or failures arising from specifications that were submitted for production with the Client’s documented approval.
Minimum Order Quantities (MOQs): MOQs are set by manufacturers based on component type, process complexity, and commercial conditions. PrototypeGuru will advise on applicable MOQs for each engagement but cannot guarantee specific quantities or negotiate MOQs below manufacturers’ minimums.
Defect Rates & Yield Management: A degree of manufacturing variance is inherent to electronics production. Industry-standard defect and yield tolerances apply to all production runs. PrototypeGuru will actively manage quality and minimise defect rates, and clients should plan production quantities with standard yield loss factored in.
Import, Export & Trade Compliance: The Client bears sole responsibility for compliance with all customs regulations, import/export controls, trade restrictions, tariffs, and applicable trade compliance obligations in their target markets and jurisdictions of operation.
09 | Regulatory Compliance & Certification
PrototypeGuru provides expert support for product regulatory compliance and third-party certification, including CE marking, FCC authorisation, RoHS compliance, EMC/EMI pre-compliance testing, product safety assessments, reliability and environmental testing, and certification documentation preparation. Clients must understand the following important limitations:
Pre-Compliance Testing is Not Certification: EMC/EMI pre-compliance testing performed by PrototypeGuru is an internal engineering diagnostic used to identify and mitigate potential compliance risks before formal laboratory submission. Pre-compliance test results do not constitute official certification and provide no guarantee of passing accredited regulatory tests.
Third-Party Testing Laboratories: Formal regulatory certifications such as CE, FCC, and equivalent marks are issued exclusively by independent, government-recognised, accredited testing bodies. PrototypeGuru prepares your product and documentation for submission but does not control and cannot guarantee the outcomes of testing conducted by such bodies.
Client’s Ultimate Regulatory Responsibility: The Client is solely responsible for determining and ensuring that their product meets all applicable regulatory, safety, and legal requirements in every market in which it is sold, distributed, or operated. PrototypeGuru’s compliance services are provided in a supporting, advisory, and facilitative capacity.
Medical, Safety-Critical & Regulated Applications: Projects involving medical devices, life-safety systems, implantable technology, automotive safety systems, aviation electronics, or other safety-critical or highly regulated applications are subject to elevated due diligence requirements, additional contractual conditions, and enhanced professional oversight. Clients must disclose the intended end-use application of any product in full before project commencement.
Regulatory Disclaimer
PrototypeGuru expressly disclaims all liability for regulatory non-compliance, product recalls, enforcement actions, fines, or any legal or commercial consequences arising from the Client’s commercialisation, sale, or deployment of products in any market — except in cases directly attributable to gross negligence or wilful misconduct on the part of PrototypeGuru.
10 | Limitation of Liability & Warranties
PrototypeGuru warrants that all services will be performed with professional skill, care, and technical diligence by qualified engineers with relevant expertise. Beyond this express service warranty, the following limitations and exclusions apply:
No Commercial Outcome Guarantee: PrototypeGuru makes no representation or warranty that any product, design, or prototype will achieve the Client’s commercial objectives, gain market acceptance, meet sales projections, or generate any particular financial return. Engineering and commercial success are distinct — we are responsible for the former only.
Cap on Total Liability: To the fullest extent permitted by applicable law, PrototypeGuru’s total aggregate liability for any and all claims arising from or relating to a specific project engagement shall not exceed the total fees paid by the Client to PrototypeGuru for that project during the twelve (12) months immediately preceding the event giving rise to the claim.
Exclusion of Indirect & Consequential Damages: Under no circumstances shall PrototypeGuru be liable for indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including — but not limited to — loss of revenue, loss of profit, loss of anticipated business, loss of data, loss of goodwill, or damage to commercial reputation, regardless of whether such damages were foreseeable or PrototypeGuru had been advised of their possibility.
Force Majeure: PrototypeGuru shall not be held liable for any delay, non-performance, or failure to fulfil obligations resulting from circumstances genuinely beyond our reasonable control. Such events include, without limitation: natural disasters, acts of war or terrorism, global pandemics, government-imposed trade restrictions, critical component shortages, logistics disruptions, or acts of God.
The liability limitations set out in this section represent a fair and reasonable allocation of commercial risk between the parties, and form a fundamental part of the basis upon which PrototypeGuru provides its services at the rates offered.
11 | Termination
Either party may bring a project engagement to an end under the circumstances and conditions described below. All termination notices must be delivered in writing to be effective.
Termination for Convenience (Client-Initiated): The Client may elect to terminate a project engagement by providing a minimum of 14 calendar days’ written notice to PrototypeGuru. Upon such termination, the Client remains fully liable for all engineering time, costs, and expenses incurred up to and including the effective termination date — including the non-refundable initial deposit and any procurement costs already committed on the Client’s behalf.
Termination for Material Breach: Either party may terminate the engagement immediately upon written notice if the other party commits a material breach of these Terms or any project agreement and fails to remedy that breach within 10 business days of receiving written notification identifying the specific breach and demanding its cure.
PrototypeGuru’s Right to Suspend or Terminate: PrototypeGuru may suspend or terminate services immediately and without prior notice in the event of:
Non-payment of any overdue invoice.
Client conduct that creates legal, regulatory, ethical, or safety concerns.
Circumstances that, in PrototypeGuru’s reasonable judgement, make continuation of the project impractical or inadvisable.
Effect of Termination
Upon termination for any reason, PrototypeGuru will prepare and transfer all completed work product to the Client following receipt of all outstanding amounts owed.
The following provisions survive termination and remain in full force and effect: Confidentiality (Section 6), Intellectual Property (Section 5 — for fully paid deliverables), Payment obligations (Section 4), and Limitation of Liability (Section 10).
12 | Dispute Resolution & Governing Law
In the event of any dispute, disagreement, or claim arising from or in connection with these Terms, any project agreement, or any services provided by PrototypeGuru, the parties agree to pursue resolution through the following structured process before initiating formal legal proceedings:
Step 1 — Good Faith Negotiation: The parties shall first attempt to resolve the dispute through direct, good-faith negotiation between senior representatives of each party. This negotiation period shall last a minimum of 30 calendar days from the date of written notice of the dispute, unless both parties agree in writing to extend or shorten this period.
Step 2 — Mediation: If direct negotiation fails to produce a resolution within the stipulated period, both parties agree to submit the dispute to confidential mediation conducted by a mutually agreed, independent, and impartial mediator before escalating to formal arbitration or litigation.
Step 3 — Binding Arbitration: Where mediation does not result in resolution, the dispute shall be referred to and finally resolved by binding arbitration under the procedural rules of a mutually agreed, internationally recognised arbitration institution. All arbitration proceedings shall be conducted in the English language.
Governing Law: These Terms and all project-related agreements shall be governed by and construed in accordance with applicable commercial and contract law. The specific governing jurisdiction may be identified in individual project agreements where the parties agree to a particular forum.
Emergency Injunctive Relief: Nothing in this dispute resolution process prevents or restricts either party from seeking urgent emergency injunctive, interim, or equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm — particularly in matters involving confidential information, trade secrets, or intellectual property rights.
13 | Privacy & Data Protection
PrototypeGuru is committed to handling personal and business data responsibly, transparently, and in compliance with applicable data protection principles. Our full Privacy Policy, available at prototypeguru.com/privacy, explains in detail how we collect, process, store, and safeguard your data.
Key Privacy Principles
We collect personal and business information — including contact details, project specifications, and technical files — solely for the purpose of delivering agreed services and maintaining effective client communication.
We do not sell, rent, lease, or transfer personal data to third parties for advertising, marketing, or any commercial purpose unrelated to service delivery.
All project-related files, designs, and technical documentation are stored on secure, access-controlled systems and treated with the same level of confidentiality as described in Section 6 of these Terms.
By engaging PrototypeGuru’s services or submitting a query through our website, you consent to the collection and processing of your data in accordance with our Privacy Policy. You may withdraw consent or request data deletion at any time by contacting us directly.
14 | Amendments & Updates to These Terms
PrototypeGuru reserves the right to review, revise, and update these Terms at any time as our services evolve, industry practices change, or legal requirements demand. The following process governs how amendments are communicated and take effect:
Revised Terms will be published on our website at prototypeguru.com/terms with an updated “Last Revised” date prominently displayed at the top of the page.
For Clients with active, ongoing project engagements, any material amendment to these Terms will be communicated via email to the registered contact address with a minimum of 30 days’ advance notice prior to the effective date of the change.
Your continued use of our website, services, or platform following the effective date of any amendment constitutes your acceptance of the revised Terms. If you disagree with any amendment, you must notify us in writing before the effective date and, if necessary, arrange to conclude any ongoing engagement in accordance with the version of Terms in effect at that time.
The most recently published version of these Terms always supersedes all prior versions. We recommend revisiting this page periodically to stay informed of any updates.
Note: In the event of any conflict between these Terms and a separately executed project agreement or SOW that was signed while an earlier version of these Terms was in effect, the terms of that project agreement shall take precedence for the duration of that specific engagement.
15 | Contact Us
If you have any questions, concerns, or require clarification regarding any aspect of these Terms & Conditions, wish to formally initiate a project engagement, or need to correspond with us on a legal matter, please contact us through any of the following channels. Our team is responsive, knowledgeable, and ready to assist.
Start Your Project with PrototypeGuru
From concept to certified, market-ready product — we engineer hardware that wins. Reach out today to discuss your idea, request a quote, or ask a question about our Terms.
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