Terms and Conditions for Solved Enterprises Products and Services
1. GENERAL
1.1 APPLICABILITY
These General Terms and Conditions (GTC), as amended from time to time, apply to all Services and connected sales by any member of Solved Enterprises designated in the Agreement as the contracting party providing Services and/or supplying Products ("Solved Enterprises") to the designated company or individual ("Customer"). They form an integral part of the Agreement between the Customer and Solved Enterprises. The Agreement is entered upon receipt of Solved Enterprises' written acknowledgment and mutual agreement on order commencement from both parties. Orders cannot be canceled or modified by the Customer without Solved Enterprises' written consent.
1.2 SCOPE OF WORK
Solved Enterprises agrees to perform and deliver the “Products” and “Services”: as detailed in the accepted quotation and associated project agreement.
1.3 WRITTEN AGREEMENTS AND ELECTRONIC SIGNATURES
All agreements and legally relevant declarations must be in writing to be valid. Electronic signatures (e.g., Adobe Sign, DocuSign) applied by authorized persons are sufficient and binding.
1.4 MATERIALS AND EXPENSES
Solved shall not be liable for any expense, or materials, including but not limited to, supplies, equipment, licensing, and fees related to providing the Services under this Agreement. Solved Contractors may elect to pay such fees at their own discretion.
1.5 INVALID PROVISIONS
Should a provision prove invalid, the contracting parties will replace it with a new one that closely matches the legal and economic effect of the invalid provision. In the event a provision cannot be replaced or amended the rest of the agreement shall be applied in full.
1.6 CUSTOMER’S OWN TERMS AND CONDITIONS
Conflicting Customer provisions apply only if expressly agreed in writing.
1.7 QUOTATIONS
All quotations are valid for 30 days unless otherwise specified.
1.8 INDEPENDENT CONTRACTOR STATUS
Contractors are independent contractors of Solved Enterprises LLC and not employees of Client.
1.9 ASSIGNMENT AND DELEGATION
The Contactors may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor.
2. DEFINITIONS
- Solved: The Affiliate of Solved Enterprises LLC designated in the Agreement.
- Affiliate: any entity, whether incorporated or not, that is controlled by, controls, or is under common control with the respective Party, whereby control means the power to direct management of the entity, whether through the exercise of voting rights, by contract or otherwise.
-Contractors: The associates of Solved Enterprises.
- Customer: The company or individual entering into the agreement who is to receive the services or products.
- Documents: All designs, drawings, plans, diagrams, deliverables, documents, software, and the like provided by Solved Enterprises.
- Part(s): Single or assembled parts, 3D prints, or composites for a machine, prototype or mechanism.
- Completed Equipment: Prototypes or proof of concept created by Solved with original or COTS parts.
- COTS: Commercial off-the-shelf products.
- Products: Original Parts, Completed Equipment and or services provided by Solved Enterprises.
- Services: All services rendered by Solved Enterprises LLC.
3. WARRANTY AND LIABILITY
3.1 PRODUCT/SERVICE WARRANTY DISCLAIMER
Contractors make no warranty, expressed or implied, representations, understandings, guarantees or promises to Client relating to the Services as described in the SCOPE OF WORK. In no event shall Contractors be liable for any direct, indirect, punitive, incidental, special consequential damages, to property or life, whatsoever, whether caused by Contractors’ negligence or otherwise, arising out of or connected with the use or misuse of the “Services” (i.e. engineering drawings) provided.
3.2 GENERAL LIABILTY WAIVER
Client agrees to release Contractors from any liability whatsoever, whether caused by Contractors’ negligence or otherwise, in connection with the preparation, execution and fulfillment of this Agreement. The scope of this release shall include, but not limited to, damages or losses or injuries of any kind related to the “Services” (engineering drawings).
3.3 INDEMNIFICATION
Client agrees to indemnify and hold Contractors harmless from any and all claims, actions, judgements, liabilities proceedings and costs, including reasonable attorneys fees and other costs of defense and damages, resulting from Contractors’ performance on any of the contracted Services, including but not limited to the “engineering drawings”.
3.3 INDEMNIFICATION
Client agrees to indemnify and hold Contractors harmless from any and all claims, actions, judgements, liabilities proceedings and costs, including reasonable attorneys fees and other costs of defense and damages, resulting from Contractors’ performance on any of the contracted Services, including but not limited to the “engineering drawings”.
4. SCHEDULING AND DELAYS
4.1 DELIVERY AND WORK TIMEFRAMES
All ordered Products and Services are to be delivered and undertaken within the agreed timeframes. Delivery estimates must be provided in either the accepted quotation or separate project agreement document. Solved must regularly update the customer on the project schedule and immediately advise on any delay.
4.2 CUSTOMER-CAUSED DELAYS
If delivery is delayed by the Customer, materials or prototypes held by Solved are subject to storage charges after 1 month and are at the Customer's risk and expense.
5. SHIPMENTS AND DELIVERIES
5.1 DELIVERY TERMS
Product deliveries are provided on a case-by-case basis. Such cases may be subject to additional delivery fees.
6. TERMS OF PAYMENT
6.1 PAYMENT TERMS
In consideration for the Services performed and Products issued by Solved, Client agrees to pay Contractors as agreed in the job contract. The client shall pay Contractors in a method in alignment with the agreed terms and at Solved’s domicile, without any deduction.
6.2 PAYMENT DEADLINE
Payments are due in full within 30 days of the invoice date, in U.S. dollars, and are not deemed effected until Solved’s account is fully credited.
6.3 LATE PAYMENTS
Late payments incur interest of at least 5% per annum. Solved can interrupt services or rescind the contract in case of default.
6.4 DISPUTED INVOICES
Solved is entitled to receive payment for accepted invoice portions despite disputes.
7. INTELLECTUAL PROPERTY
7.1 OWNERSHIP
Unless otherwise agreed in writing, Solved retains ownership of all intellectual property in original Documents generated and provided to the Customer, who must not share or use them beyond the agreed purpose. In most prototyping projects the intellectual property will be turned over to the customer, however this must be stipulated in the project agreement in writing, otherwise it will default to Solved.
8. DATA PRIVACY AND DATA COLLECTION
8.1 COMPLIANCE
Each Party must comply with data protection laws and regulations and consent to necessary contractual changes to comply with legal requirements.
8.2 CUSTOMER DATA RIGHTS
Solved acquires no right, title, or interest in Customer-owned or licensed data provided in connection with the Services..
8.3 USE OF CUSTOMER DATA
The Customer grants Solved and Affiliates the right to use, collect, store, and analyze Customer Data. Solved can use anonymized data for benchmarking or advertising purposes.
9. CONFIDENTIALITY
9.1 CONFIDENTIAL INFORMATION
Each Party shall keep all confidential information received from the other Party or otherwise made aware of in connection with the Agreement confidential.
9.2 PUBLICALY AVAILABLE INFORMATION
Information that becomes publicly available without breach is not considered Confidential Information.
9.3 LEGALLY REQUIRED DISCLOSURES
Confidential Information can be disclosed if required by law, with early notification to the other Party where possible.
9.4 DURATION
Confidentiality obligations remain in force for three years after the Agreement's termination.
10. EXPORT CONTROL AND RESTRICTED USE CASES
10.1 COMPLIANCE
Customer acknowledges compliance with export control laws for prototypes, equipment, technology, software, and services.
10.2 PROHIBITED USES
Solved Services and Products may not be used for chemical, biological, nuclear weapons, or military applications without prior consent.
10.3 INTERNAL POLICIES
Solved's internal policies may restrict business in certain regions.
10.4 ORDER REJECTION
Solved can reject orders conflicting with its policies.
11. HEALTH AND SAFTEY
11.1 CUSTOMER'S RESPONSIBILITIES
In circumstances where work must take place on the customer’s site, the customer must maintain safe working conditions and implement appropriate safety policies and procedures for Solved's personnel at such site.
11.2 COMPLIANCE
Solved will comply with site-specific and internal company health and safety policies, prioritizing the stricter standards.
11.3 ASSESSMENT AND SUSPENSION
Solved may assess and suspend work if conditions at customer job site are unsafe, with Customer bearing related costs.
11.4 MEDICAL ASSISTANCE
Customer must provide necessary assistance and access to site medical facilities if Solved personnel suffer an accident or illness at their job site or facility.
12. TERMINATION OF THE AGREEMENT AND SERVICES
12.1 MUTUAL DISCRETION
This Agreement shall terminate upon completion of Services provided. In addition, either Client or Contractors shall have the option to terminate this Agreement at any time by providing 7 days written notice to the other. Client must pay the Contractors all unpaid work hours and deliverable milestones at the time the Agreement is terminated.
13. MISCELLANEOUS
13.1 NO WAIVER
A Party’s failure to enforce rights does not waive those rights.
13.2 ASSIGNMENT
Customer cannot assign the Agreement without Solved's consent.
13.3 SURVIVAL
Obligations surviving termination include payment, confidentiality, intellectual property, liability limitations, and export control compliance.
14. GOVERNING LAW, JURISDICTION AND DISPUTES
14.1 GOVERNING LAW
The Agreement is governed by Florida law.
14.2 DISPUTE RESOLUTION
If a dispute between the parties arises out of or relates to this Agreement, the breach thereof, or any performance or obligation due hereunder, and if the dispute cannot be settled through direct negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to arbitration, litigation, or some other dispute resolution procedure. The parties agree to share equally in the costs of the mediation.
Effective Date: June 1st 2024.
