Terms – TriMech https://trimech.com Your complete engineering resource, we specialize in delivering and supporting SOLIDWORKS, 3DEXPERIENCE, 3D Printing, FEA tools and more. Thu, 17 Oct 2024 20:28:39 +0000 en-US hourly 1 https://trimech.com/wp-content/uploads/2023/04/cropped-trimech-icon-32x32.webp Terms – TriMech https://trimech.com 32 32 Terms Related to Consulting Services https://trimech.com/terms-and-conditions-consulting-services/ https://trimech.com/terms-and-conditions-consulting-services/#respond Wed, 27 Mar 2024 11:44:51 +0000 https://trimechgroup.com/?p=65449 Company provides several forms of Consulting Services. These services are delivered as either pre-defined service packages or as custom services. The details of these services will be included in a product description on a proposal or quotation and/or included a in a Statement of Work document.

Company provides certain links to other websites as a convenience to you. Company does not monitor nor control the content of any other website and assumes no responsibility or liability of any kind for any material or communications available at such websites. Company is not responsible for the content of any site that may be linked to Company’s website or this document.

The following section provides the general Terms and Conditions for Services and then the subsequent sections provide details unique to particular services for specific products.

Scheduling and Time Consumption

Estimated Schedule for the Service(s)
  1. All services will have an initial contact within 2-4 business weeks of the internal approval of the Order or Customer’s request for services utilizing an existing project.
  2. Service timelines/schedules may be available upon request at an additional cost once the associated service initializes and Customer provides the required remote server access, project deliverable requirements, and data.
  3. Service schedules/loads change daily, and any delay by Customer in providing required data, performing required actions, et al, impact and delay the service and associated delivery/completion dates.
Consumption of Service Hours
  1. Once a resource is assigned, all activities are billable, consuming project or consulting hours unless otherwise specified. These activities include but are not limited to correspondence, meetings, phone calls, project work & research. The activities are performed during Company standard business hours as defined within Company Terms and Conditions documentation. The hours may be utilized outside standard business hours at 1.5 hours per standard hour when agreed upon.
  2. Scheduled and accepted meetings must be canceled no later than 24 hours before they begin. Should the meeting not be canceled in time, or should Customer fail to attend the meeting within ten minutes of the scheduled meeting time, the amount of time planned for the meeting will be deducted from Customer’s billable time, and the meeting will be deemed missed.
  3. Travel time if required to physically visit a Customer location is charged at 0.5 hours per standard hour.
Service Time Additions
  1. Any time estimates (effort hours or calendar elapsed time) communicated either prior to or during a service offering are estimates only; they are not fixed price or fixed time. Since requirements often change or become more complicated than originally estimated, Company reserves the right to revise any effort or time estimates previously communicated.
  2. Any service hours required beyond the service level specified in the Pre-Defined Services Conditions section are out of scope and subject to additional fees.
    1. A detailed report of time usage is available upon request to Company.
    2. If additional time is needed to complete the service, Company management reviews the time usage and determines if additional fees are required.
      1. Additional time is charged at the current standard Company rates.
      2. Additional time may be charged against existing Company Consulting Service hours when approved by Company management.
      3. Training hours included in pre-defined services are not included in the service time and are a fixed price.
Service Inactivity Policy

The efficient processing of the service(s) is dependent on timely responses from Customer to requests for information or actions. Delays will have an impact on schedules and a service may be deemed inactive by Company and will need to be re-activated by Customer.

  1. A service is deemed inactive when the personnel responsible for Customer become unresponsive to updates or information requests from Company for a period of 15 days.
    • Periods where the project is in process but take extensive amounts of time are not deemed inactive, provided Customer and Company are aware of the status.
  2. Company will make attempts to contact Customer when a service appears to have become inactive for the 15-day period of inactivity.
  3. Customer and Company Account Manager are notified by email of a service being placed on inactive status.
  4. Should Customer move to re-activate the service, they will be placed back into the queue accordingly and may be assigned a new technical resource and new schedule.
Change Management

The following process provides for the efficient handling of changes to the Order of the associated services as requested by either party:

  1. Either party may request a change to the terms of the associated service, the related charges, or the estimated schedule.
  2. A change request requires a response from the receiving party within five (5) business days of the initial request unless an extended period is mutually agreed to in writing during the five (5) business day period.
  3. The scope of services will be amended within five (5) business days of the mutual approval of the parties’ Project Coordinators.
  4. A formal, comprehensive, written addendum is issued, reflecting the associated changes.
  5. Any amendment to the Order may be subject to additional fees.

Delivery

  1. All aspects of the service managed by Company are performed remotely unless otherwise specified in writing and agreed to before order acceptance.All aspects of the service managed by Company are performed during standard business hours unless otherwise agreed upon in writing by all parties or unless required by the SOW for the associated service.
  2. Standard business hours are 8:00 am to 5:00 pm Eastern time Monday – Friday
  3. All requirements (badges, keys, access codes, credentials, passwords, et al.) are arranged by Customer as required for the associated service.
  4. Customer is responsible for providing unattended remote access to Company for the duration of the service as required unless otherwise specified and agreed to before order acceptance.
    1. Approved unattended access methods:
      • TeamViewer
      • LogMeIn
      • VPN
      • RDP
      • Remote Utilities
      • Customer-specific connection approved by Company before order acceptance
    2. Attended access may be acceptable with the following considerations:
      • Attended access requires the coordination of multiple personnel schedules impacting the overall timeframe of the associated service. A fee is assessed for attended access to address the additional time requirements to complete the related service. Associated costs vary based on the service type, as defined within this document.
  5. If applicable, for onsite services, Customer will ensure the following.
    1. Customer will provide Company personnel with a suitable working environment consisting of a workspace, desk, telephone, computer, network support, access to office supplies, and equipment required to perform the associated service.
    2. Customer will ensure the safety and welfare of Company personnel while working on-premises.
  6. Customer will be responsible for ensuring all key personnel assigned to the associated service have appropriate permissions, credentials, passwords, et-al to perform the requirements of the service.
  7. Customer will ensure that all key personnel possess the necessary skills to support the associated service and requirements.
  8. Company may require the use of internal toolsets to perform certain services. The default assumption is that Customer will permit said toolset to be used. If Customer revokes this permission, Company is not responsible to complete the service as originally scoped.
  9. The terms of use for Customer-owned computers required for the connection to a Customer’s network will be reviewed on a case-by-case basis before the acceptance of the service by Company.
  10. Company does not test or certify virtual environments, cloud-based solutions, or VPN connectivity but provides best-effort support. Users will be directed to work with their cloud-based provider to resolve issues on a case-by-case basis.
  11. The procurement and licensing of Microsoft SQL is solely Customer’s responsibility unless Customer utilizes Cloud Hosting Services through Company.
  12. Managed instances of SQL are not supported.
  13. Company does not recommend installing any software on a Domain Controller.
  14. Items outside Customer-submitted Service Specification Sheet will be addressed on a case-by-case basis and may incur additional costs.
  15. Company is not responsible for hardware or software limitations imposed by the software vendor. Customer is responsible to ensure they understand and adhere to the current recommendations of the software vendor.
  16. Company is not responsible for:
    1. limitations imposed by the SOLIDWORKS API(s), including but not limited to bugs, obsolescence, and unavailable methods to complete actions.
    2. limitations imposed by the Microsoft .NET Framework.
    3. limitations imposed by the Microsoft SQL system(s), including licensing, installation, and performance.
  17. Upon completion of the contracted service, any further questions or issues should be reported to Company Support.
    • Applications (Solidworks and related products): email Support@TriMech.com or call 888.874.6324 or 804.257.9965.
    • Enterprise (Catia, Enovia and related products): email support@adaptivecorp.com or call 440.257.7460

    Support is only used in the capacity of a question, bug report/resolutions, and enhancements. Performing software upgrades, maintenance routines such as backups, restorations, et-al. and are a paid service, have an associated cost, and are not performed as standard software support.

Customized Consulting Services Terms and Conditions

Consulting Services defines offerings outside the pre-defined services described in the previous section, including but not limited to custom software development, scripts, toolsets, Company toolsets, et al.  This includes scoped and non-scoped services.

  1. Customer will ensure that any custom software, script, batch routine, SQL query, or executed piece of code is approved by appropriate I.T. personnel before acceptance of associated SOW.
  2. Customer is responsible for testing any custom software, script, batch routine, SQL query, or executed piece of code before performing upgrades to any SOLIDWORKS products.
    1. Customer can purchase validation and upgrade review assistance from Company.
    2. Customer is responsible for any costs associated with required updates to the custom software, script, batch routine, SQL query, or executed piece of code, which are needed to ensure functionality in the newer product version.

Company will support bug fixes and resolutions, where applicable, within the associated API(s), provided Customer maintains an active subscription with Company.

Pre-Defined Services Terms and Conditions

Company provides services that are a pre-defined set of services or deliverables.  The unique Terms and Conditions for those services are defined in this section.

Please use the links below to navigate to the relevant section:

RDS Specific Terms and Conditions

RDS is a deliverable service to provide Customer with a solution for implementing SOLIDWORKS PDM.

The RDS includes but is not limited to installing SOLIDWORKS PDM Archive and Database services, two SOLIDWORKS PDM Customer interface installations, and all required peripherals and third-party software determined by Company as necessary.

  1. RDS service level times are defined below as not to exceed hours:
    1. RDS1 – Not to exceed 6 hours
    2. RDS2 – Not to exceed 10 hours
    3. RDS3 – Not to exceed 52 hours
    4. RDS Secure – Not to exceed 50 hours
    5. RDS Upgrade – Not to exceed 5 hours
  2. All non-Company Cloud Hosted Customers are solely responsible for all backups and SQL maintenance per the SOLIDWORKS PDM Administration Guide.
  3. Up to two PDM Customers will be installed by Company; it is Customer’s sole responsibility (Customer) to install any additional PDM Customers.
  4. User groups will be created during the implementation. It is the sole responsibility of Customer to populate with users and assign users to the correct groups.
  5. After Company deems the service complete, a service completion approval will be requested from Customer.
    1. While the RDS services may be purchased with other services (e.g., data migration), the RDS completion is not linked to any other service.
    2. The Service Completion must be approved within five business days of fully executing the RDS SOW.
    3. Once five business days have passed with no response from Customer to the service completion request, Company will mark the service as complete.
  6. All required installation files must be copied to the server(s) by Customer. These include Microsoft SQL, .Net 3.5, and SOLIDWORKS PDM.
  7. Training:
    1. Customers canceling the registration for a training class within ten business days of the course will be placed on a waitlist for the next available class.  Registration for that class will be confirmed at least seven business days before it starts.

EDS Specific Terms and Conditions

EDS is a deliverable service to provide Customer with a working solution for implementing SOLIDWORKS Electrical software.

The EDS includes but is not limited to the installation of SOLIDWORKS Electrical Windows services, one SOLIDWORKS Electrical Customer interface, and all required peripherals and third-party software determined by Company as necessary.

  1. EDS service level times are defined below as not to exceed hours:
    1. EDS1 – Not to exceed 6 hours
    2. EDS2 – Not to exceed 10 hours
    3. EDS3 – Not to exceed 52 hours
  2. Editing SQL report queries are not supported
  3. All non-Company Cloud Hosted Customers are solely responsible for all backups and SQL maintenance per the SOLIDWORKS Electrical Administration Guide.
  4. Company will install up to two Customers; it is Customer’s sole responsibility to install any additional Customers.
  5. After Company deems the service complete, a service completion approval will be requested from Customer.
    1. While the EDS services may be purchased with other services (e.g., RDS), the EDS completion is not linked to any other service.
    2. The Service Completion must be approved within five business days of fully executing the EDS SOW.
    3. Once five business days have passed with no response from Customer to the service completion request, Company will mark the service as complete.
  6. All required installation files must be copied to the server(s) and Customer machines by Customer. These include Microsoft SQL, .Net 3.5, and SOLIDWORKS.

MDS Specific Terms and Conditions

MDS is a deliverable service to provide Customer with a working solution for implementing SOLIDWORKS Manage.
The MDS includes but is not limited to the installation of SOLIDWORKS Manage services, one SOLIDWORKS Manage Customer interface, and all required peripherals and third-party software determined by Company as necessary.

  1. MDS service level times are defined below as not to exceed hours:
    1. MDS1 – Not to exceed 20 hours
    2. MDS2 – Not to exceed 40 hours
    3. MDS3 – Per SOW
    4. MDS Upgrade – Not to exceed 8 hours
    5. MDS SOW Service – Not to exceed 28 hours
    6. Custom Scoped Service times are outlined in Customer’s SOW.
  2. All non-Company Cloud Hosted Customers are solely responsible for all backups and SQL maintenance per the SOLIDWORKS Manage Administration Guide.
  3. MDS Upgrade limits. Anything outside the limits below will require a custom SOW.
    1. Single server
    2. No replication
    3. No Plenary Web Customer
  4. Up to two Manage Customers will be installed by Company; it is Customer’s sole responsibility (Customer) to install any additional manage Customers.
  5. User groups will be created during the implementation. It is the sole responsibility of Customer to populate with users and assign users to the correct groups.
  6. Customer must provide a full backup of their PDM production vault database to connect it to an MDS implementation.
  7. Unless otherwise noted, replication server configuration is not included with any MDS service but may be purchased additionally.
  8. The Web server configuration is not included with any MDS service unless otherwise noted but may be purchased.
  9. After Company deems the service complete, a service completion approval will be requested from Customer.
    1. While the MDS services may be purchased with other services (e.g., data migration), the MDS completion is not linked to any other service.
    2. The Service Completion must be approved within five business days of fully executing the MDS SOW.
    3. Once five business days have passed with no response from Customer to the service completion request, Company will mark the service as complete.
  10. All required installation files must be copied to the server(s) by Customer: Microsoft SQL, Microsoft IIS, SOLIDWORKS PDM, and SOLIDWORKS Manage, et-al.
  11. After Company deems the service complete, a service completion approval will be requested from Customer.

DMS Specific Terms and Conditions

DMS is a deliverable service to provide Customer with a working solution for migrating SOLIDWORKS, Microsoft Office, and any other supported document formats into SOLIDWORKS PDM.

The DMS includes clean-up, such as duplicate names, content, missing references, properties/metadata, and more, based on the DMS package level purchased by Customer.

  1. DMS service level times are defined below as not to exceed hours:
    1. DMS Entry – Not to exceed 40 hours
    2. DMS Intermediate – Not to exceed 72 hours
    3. DMS Professional – Not to exceed 108 hours
    4. DMS Executive – As defined per the DMS SOW
  2. The DMS target success ratio, when using Company DMS toolsets is 95% or higher based on the calculation procedure described below:
    1. The document target ratio is determined using the total number of documents defined for import and dividing it by the total number of document items considered errors to achieve the document success ratio.
    2. The version target ratio is determined using the total number of versions defined for import and dividing it by the total number of version items considered errors to achieve the version success ratio.
    3. Integrity issues caused by source data are considered warnings in the import and are not considered in the calculation of the success ratio.
      • Integrity issues may persist in the destination system unless Customer corrects them before go-live runtime.
  3. DMS work is performed as a cooperative effort between Company Solutions team and Customer.
    1. Customer is responsible for performing standard DMS functions such as, but not limited to, providing Disposition markups, clean-up report(s), updating SOLIDWORKS PDM system settings, performing runtime actions, validation of migrated data, and more.
  4. SOLIDWORKS Reference handling notes.
    1. SolidWorks references are migrated based on as-is information stored in the appropriate location based on the document source.
    2. SolidWorks Workgroup document references are pulled from the reference.pdmw documents that contain all reference and quantity information.
    3. Windows Explorer document references are pulled from the SolidWorks Document Manager header information for SolidWorks files.
    4. The references are pulled as-is and do not reference any pending changes made via the Document Manager or SolidWorks Explorer toolset(s).
    5. Some instances of reference data might be incorrect if the parent documents were not opened/updated/saved after the child has been modified.
    6. This information will result in BOM information representing as-is historical data, such as a configuration name being referenced that may no longer exist.
    7. The goal of the migration is to have the BOM, Contains, Where-Used, and Get-Latest tree data in SolidWorks PDM be as accurate as possible. In some instances, based on the way that SOLIDWORKS (not PDM) handles reference structures, references can be incorrect or broken (commonly via renaming) when attempting to open the document(s) in SolidWorks even when the reference is correct in SolidWorks PDM.
    8. Company provides the Company DMS Reference Add-In to assist with instances where the references are not adequately handled by SolidWorks. Additional handling options and details can be provided by reviewing any reference concerns with Company Solution Specialist.
    9. The references in the physical SolidWorks files are not updated to point to the destination vault, to prevent issues with an older version(s) of documents, incorrect reference headers, et-al:
      • Company DMS Reference Add-in will dynamically resolve these references and is provided for varying amounts of time depending on the level of DMS purchased.
      • There are options available to update these dynamically. For additional information, please discuss this with Company Solution specialist.
  • SolidWorks Property handling notes
    1. SolidWorks property information is based on as-is information stored in the appropriate location based on the document source.
    2. SolidWorks Workgroup property information is pulled from the properties.pdmw documents that contain all property information.
    3. Additional extraction from the physical file is possible.
    4. Disposition mappings define the property in SolidWorks PDM only.
    5. The SolidWorks PDM data card property is set during migration.
    6. Properties are not updated in the physical files.
    7. Properties are not deleted or renamed in the physical files.
    8. Update, delete, rename options are available. For additional information, please discuss this with Company Solution engineer.
  • AutoCAD Property handling notes
    1. AutoCAD property information is based on as-is information stored in the appropriate location based on the document source.
    2. AutoCAD Workgroup property information is pulled from the properties.pdmw documents that contain all property information.
    3. No additional property extraction is possible on AutoCAD documents stored in Workgroup.
    4. Disposition mappings define the property in SolidWorks PDM only.
    5. The SolidWorks PDM data card property is set during migration.
  • Validation Procedure
    1. Validation is broken into two separate phases, as defined below.
      • Validation #1 (1st pass validation)
        • 1st pass validation is broken into four (4) sub-steps that focus on key areas of data integrity.
          • Metadata Validation
            • Validation of the properties, history, user mappings, disposition definitions, et-al.
            • No physical data is validated during this phase.
          • Physical Validation
            • Validation of physical documents within the PDM system
            • Documents are validated for references, properties, integrity issues, et-al.
          • System Validation
            • Validation of the migrated data in the destination PDM configuration.
            • Documents are validated for check-in/out, transition, revision increment, et-al.
          • User Acceptance
            • Validation of the migrated data and system by Customers’ team.
            • Additional users are brought in to validate the system and data.
        • Additional information on 1st pass validation is available in the DMS Standard Operating Procedure documentation.
      • Validation #2 (2nd pass validation)
        • 2nd pass validation is a full runtime of the migration intended to mimic live migration.
        • Customer will validate the four (4) sub-steps reviewed during 1st pass validation within two weeks of initialization.
        • Additional information on 2nd pass validation is available in the DMS Standard Operating Procedure documentation; click here to download.
  • During validation phases, any configuration changes will be lost during the snapshot restore procedure. It is recommended that any changes be noted, either in a sandbox or a Microsoft Word document for configuration between validation phases. Updated snapshots will be taken, as needed by Company Solutions team.
  • During all validation phases, Customer will not perform production work within the PDM vault. Any work performed in the vault during validation phases will be lost during the system reset.
    • Company is not responsible for assisting Customer in securing any production work that was performed in the vault.
  • During validation phases where unattended access is provided to Company Solutions team, Customer will provide access to a machine with SolidWorks and a license for usage, as needed, to perform required validation testing.
  • Toolset Definition
    1. Company Data Doctor
      • Company Data Doctor software is the core of the DMS migration process. The software scans and analyzes Windows Explorer structures and SolidWorks Workgroup vaults. The software captures a variety of information from the documents, based on structure type, which is used to define the information needed to clean/modify and migrate the data into the new PDM system. The software generates several outputs into secure structures that are used by Company Solution Specialist to migrate the data and perform any desired clean-up. The software will help identify any issues/errors with the source data that may require clean-up. The software will be run several times throughout the DMS process, and new versions are released as Company improves the toolsets.
    2. Company DMS Disposition
      • Company DMS Disposition is utilized to define Customer source data to destination data mappings for directory/projects, extensions, users, properties, revisions, workflows, et-al. Disposition allows Customer to have full control of how data is migrated within the acceptable parameters of the DMS Disposition Guide documents.
    3. Company DMS Utility
      • Company DMS Utility Software is developed and maintained by Company for migrating documents from external locations into SolidWorks PDM Standard and Professional. The toolset takes advantage of direction injection/copy methods, Company Data Doctor scan results, and the Disposition markup document to define the migration process and the definition of data upon migration into the PDM system. Company DMS Utility is designed to provide a combination of speed, accuracy, and flexibility.
    4. Company DMS Reference Add-In
      • Company DMS Reference Add-In is a SolidWorks add-in that is provided with each DMS purchase to aid in dynamic reference repair in the SolidWorks PDM system when files are unable to locate their defined Reference. The toolset is configured by Company Solution Specialist, and a license is granted upon completion of a live migration for a length of time that correlates to that specified in the DMS package level. Due to the way SOLIDWORKS PDM and SolidWorks document references work, it is possible that correct SolidWorks PDM references (contains information) do not populate into the SolidWorks document, resulting in a missing reference. Company DMS Reference Add-In will overtake the missing reference routine and allow for dynamic lookup in the PDM vault system. If a reference is found, the user has several options on how to proceed, which are configured in the options.
  • DMS Validation
    1. Company and Customer will work together to validate any software toolset(s) within Customer environment. Validation includes, but is not limited to, validating required permissions to run, configuring settings, performing runtime routines, validating mapping requirements, et al.
    2. Company will ensure that Customer DMS administrator is trained correctly in the process. Validation and training time are tracked against the hour allowance of the migration system package. Additional details will be provided below as needed/per project definition.
    3. Initial testing and validation of Customer source data into a backup of the SOLIDWORKS PDM vault will be conducted to ensure the accuracy of migration results. It is recommended that the migration take place into the production vault, if possible. If migration into the production vault is not possible, due to limiting factors, then a copy of the production vault, without physical data, is utilized. Company will ensure that all appropriate backups are in place before performing the migration test. If the vault is being configured as part of an implementation project, a fully implemented (finalized) vault must be implemented before the completion of Phase #9.
    4. Customer will be responsible for performing an adequate validation of migrated data. The level/scope of validation is not dictated by Company and is at the discretion of Customer. Company provides a template for validation notes in the DMS Disposition document to be utilized by Customer during this process.
    5. Full testing is used to validate system resource load, migration time requirements, system stability, and the validity of migrated data. Upon completion of migration, the toolset(s) logs and data capture functions will be analyzed by Company to determine a percentage of success ratio. Company aims for a success ratio of 95% or higher. Additional details will be provided as needed/per project definition.
    6. Customer will designate the following resources for the completion of the DMS service. The resource may be the same contact within Customer. DMS Administrator
      • Customer is responsible for providing the details on appropriate company contacts for aspects of the migration, such as but not limited to, I.T. contact, key business decision contacts, validation contacts, et-al.
    7. I.T. Contact
      • Customer is responsible for providing remote access to the server(s), data, network, databases, et-al, and required to complete the DMS Service.
    8. Key Decision Maker
      • Customer is responsible for mediating/resolving any disputes internally regarding the mapping and definitions for data to be migrated into the system.
    9. Validation Team Lead

Customer is responsible for training internal resources on the DMS validation process and collecting validation notes from all validation team members for submission to Company using the provided validation Standard Operating Procedure (SOP) documentation.

DDS Specific Terms and Conditions

DDS is a deliverable service to provide Customer with a working solution for implementing DriveWorks Pro or DriveWorks Solo.

The DDS includes but is not limited to installation and setup of DriveWorks server and desktop Customer applications/modules and configuration of Development and Production environments, if applicable.

  1. DDS service level times are defined below as not to exceed hours:
    1. DDS1 – Not to exceed 10 hours
    2. DDS2 – Not to exceed 40 hours
    3. DDS3 – Per SOW
    4. DDS Upgrade – Not to exceed (TBD) hours (note: service not developed yet)
    5. DDS SOW Service – Not to exceed 28 hours
    6. Custom Scoped Service times are outlined in Customer’s SOW.
  2. All required DriveWorks Customer and server application installation files must be copied to Customer workstations and server(s) by Customer in advance of installation services.
  3. After Company deems the service complete, a service completion approval will be requested of Customer.
    1. While the DDS services may be purchased with other services (e.g., RDS), the DDS completion is not linked to any other service.
    2. The Service Completion must be approved within five business days of fully executing the DDS SOW.
    3. Once five business days have passed with no response from Customer to the service completion request, Company will mark the service as complete.
  4. If a DDS service is deemed inactive and Customer wishes to re-engage on the project, see Section 9 “Service Inactivity Policy” in this document.
  5. If an active Time & Materials or Pre-Paid Consulting Hours services engagement is put on hold or not actively engaged with our Services team for more than 15 business days, services project is considered inactive. Should Customer wish to re-engage with Services team after a period of inactivity, we will process and respond to initial requests to re-engage within up to 1-3 days. At that time, a consultant will be in contact with Customer within up to 1-2 weeks to schedule the next consulting session(s).

HDS Specific Terms and Conditions

HDS provides Customer with a hosted server in the cloud.
The HDS includes a Microsoft Windows Server operating system hosted on either Microsoft Azure or Amazon Web Services.

  1. Tenant refers to a Customer organization’s subscription with a cloud service provider.
  2. Server Setup
    1. Company agrees to provide a hosted cloud server, and a Virtual Private Network (VPN) connection to the hosted cloud server, as outlined in the hosted cloud server service contract.
    2. The hosted cloud server will be patched with the latest, stable operating system with maintenance patches as determined by Company at the time of server creation.
  3. Company will set up a Virtual Private Network (VPN) per the below-mentioned service type. Additional VPN connections are available for an additional fee.
    1. HDS1 – Customer only, limit 3
    2. HDS2 – Site to site or Customer, combined limit of 5
    3. HDS3 – Per SOW
  4. Service levels and times are defined below as not to exceed hours:
    1. HDS1 – Not to exceed 4 hours
    2. HDS2 – Not to exceed 6 hours
    3. HDS3 – Per SOW
  5. Authorized Partner Request
    1. Company requires the right to create a Global Administrator account on Customer’s cloud service tenant.
      • Company uses the Global Administrator account to create a new subscription for Customer and deploy the resources necessary to provide Customer with the hosted cloud service as outlined in the cloud service contract.
  6. Backups
    1. Company strongly recommends that Customer take standalone backups.
    2. A full backup of the server will be performed nightly by Company and retained for 30 days. A longer data retention policy may be requested and will incur additional fees, depending on the amount of storage required to store the backups.
      • A full server backup refers to the operating system and attached data disks. This includes all data and software installed on the server at the time of backup.
      • A restore of a cloud-hosted server can be requested by contacting technical support (cloud@trimech.com). A cloud-hosted server restore will restore the entire server, including the operating system and attached data disks.
      • A restore of a cloud-based server will incur an additional fee and is subject to availability.
  • Support
    1. Technical support for a cloud-hosted server, firewall, attached storage device, and VPN connection to the hosted cloud server is provided during standard Company business hours.
    2. Customer will provide access to the cloud-hosted server to Company technical support personnel via remote access and a screen sharing session with Company technical support. This is specifically for software assistance on SOLIDWORKS software that Customer is entitled to support under a current software subscription.
    3. Company may provide access to the cloud server upon request of Customer. Additional fees may be incurred.
  • Unauthorized Access
    1. Company is not responsible for unauthorized access to Customer’s data or the unauthorized use of cloud hosting services.
    2. Customer is responsible for the use of the hosted cloud service by any employee of Customer, any person Customer authorizes to use the hosted cloud service, any person to whom Customer has given access to the hosted cloud service, and any person who gains access to Customer’s data or hosted cloud service as a result of Customer’s failure to use reasonable security precautions, even if Customer did not authorize such use.
    3. Customer is responsible for maintaining the security of credentials necessary to access the hosted cloud server(s).
    4. Customer will notify Company immediately in writing if they become aware of any loss, theft, or unauthorized access to the hosted cloud service.
    5. Company is not liable to Customer or any third party for or in respect to any indirect or consequential loss or damage to data, profit, revenue, contracts, or business caused by negligence or breach of the unauthorized access policy outlined in this section of the Terms and Conditions.
  • Monitoring and Maintenance
    1. Company may perform scheduled maintenance on the hosted cloud service related to the operating system as needed.
    2. Company reserves the right to track and record usage patterns, trends, and other statistical data related to Customer’s usage of the hosted cloud service for internal use.
  • Acceptable Use
    1. Customer agrees not to use the hosted cloud service to transmit junk mail, spam, phishing, or unsolicited mass distribution of email. Company reserves the right to terminate Customer access to the hosted cloud service if there are reasonable grounds to believe Customer has used the hosted cloud service for any illegal or unauthorized activity.
  • Customer will ensure that any custom software, script, batch routine, SQL query, or executed piece of code is approved by the appropriate I.T. personnel.
  • Customer is responsible for testing any custom software, script, batch routine, SQL query, or executed piece of code before performing upgrades to any SOLIDWORKS products.
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Terms Related to Staffing https://trimech.com/terms-and-conditions-staffing/ https://trimech.com/terms-and-conditions-staffing/#respond Wed, 27 Mar 2024 10:36:47 +0000 https://trimechgroup.com/?p=65435
  • Placement Services

    1. Placement Services

      Upon receiving a request from Customer to provide placement services for a specific job position, Company will forward resumes of candidates (“Candidates”) who the Company believes are qualified for, and interested in, the position. Company will also assist in making the Candidates available at the earliest practicable time for interviews with Customer. Company’s services will also include, if requested by Customer: checking Candidates’ references, verifying education and, when applicable, testing. Nothing in this Agreement will be interpreted as an exclusive agreement for placement services between Company and Customer.

    2. Candidate Submittals

      Customer acknowledges that they are engaging Company to provide recruitment services for purposes of hiring full-time staff on a contingent fee-based service. Resumes supplied to Customer by Company in the form of emails, hard copies, or faxes are Candidate submittals. Candidate submittals are property of Company for a period of 12 months from submittal date. Any hires resulting from such successful Candidate submittals would result in fees due to Company in accordance with Section A.3 of this Appendix V. Customer understands and agrees to notify Company if submitted Candidates have directly applied or have been submitted by other sources within the last six months prior to requesting any type of interview which includes phone screens and onsite interviews. Customer acknowledges that it is their responsibility to verify if Candidates have been submitted by other sources, or if they have directly applied to similar positions within the last six calendar months prior to requesting Candidate interviews.

    3. Fees

      In the event that, within twelve (12) months after Company has presented a Candidate to Customer for any position, Customer hires or engages such Candidate, Customer will pay Company a fee of twenty-two percent (22%) of the annual base compensation payable to such Candidate. Company will submit an invoice to Customer after the Candidate begins employment or engagement with Customer. In the event the Candidate leaves the employment or engagement of Customer during the first thirty (30) calendar days of employment or engagement through no fault or action of Customer, Company will refund to Customer the fee paid by Customer to Company with respect to such Candidate. Customer will also pay all costs incurred by Company (including reasonable attorney’s fees) in collecting amounts due to it from Customer.

    4. Candidate Information

      Customer agrees that it will not disclose a Candidate’s name, resume or other information that Company provides to Customer without Company’s consent, and that Candidate information will not be used for any illegal purpose and will be used only for the legal evaluation and placement of the Candidate with Customer. Customer will be responsible for the actions of its officers, directors, shareholders, partners, members, managers, agents, and employees with whom it shares Candidate information.

    5. Equal Opportunity Employment

      Customer represents and warrants to Company that it is an equal opportunity employer and will hire Candidates regardless of race, sex, color, religion, creed, ancestry, national origin, disability, age, marital status, or other protected class status pursuant to applicable law.

    6. No Warranties

      Company’s fees hereunder are for its services in locating and evaluating Candidates. Company does not guarantee or warrant the performance of any Candidate. There are no express or implied warranties with respect to Company’s services hereunder or the performance of any Candidate.

    7. Customer Responsibilities

      Customer agrees that Customer will be solely responsible for, and that Company will have no responsibility for, liabilities and costs (including attorneys’ fees) associated with any claims or demands a Candidate may have based on Customer’s unauthorized disclosure or illegal use of the Candidate’s confidential or personal information, or relating to Customer’s evaluation, employment, or termination of employment of such Candidate, or based on any other rights or claims Candidate may have against Customer under any federal, state or local statutes, laws, ordinances or regulations, including, but not limited to, employment discrimination or wrongful discharge claims.

  • Billing Contractor Services.

    1. Billing Contractor Services

      Upon receiving a request from Customer for contractor services for a specific job, Company will assign personnel to Customer (“Assigned Personnel”) Customer agrees that without Company’s prior written approval, Assigned Personnel will not be placed in any jobs involving the lifting of items weighing in excess of 50 pounds individually; operation of motor vehicles or unguarded machinery; work three (3) feet above floor level or work below ground level; work involving extremes of temperature; work requiring use of a respirator; work on or around navigable bodies of water; handling of cash, negotiable instruments, bank account numbers, or other non-public personally identifiable information, credit card information, valuables, merchandise, or similar property, or work involving handling of hazardous substances (as defined by OSHA). Customer agrees to comply with all applicable laws relating to or in connection with the handling of personal identifiable information and, if applicable, to train any Assigned Personnel required by Customer to personal identifiable information in those procedures and requirements which are applicable to Customer’s business.

    2. Company’s Obligations

      When providing Assigned Personnel to Customer, Company will (i) assume sole responsibility to recruit, interview, select, hire, assign, pay, counsel, discipline and discharge Assigned Personnel; (ii) pay all federal and state employer taxes, workers’ compensation insurance, federal and state unemployment insurance or other benefits required by applicable federal, state or local laws, on behalf of the Assigned Personnel employed by Company; (iii) maintain payroll and personnel records for the Assigned Personnel employed by Company; and (iv) verify the identity and right to work of each Assigned Personnel employed by Company under the immigration laws of the United States.

    3. Fees

      Company will invoice Customer for hours worked multiplied by the hourly rate agreed in an Order. In addition, Company will invoice Customer for travel, meals, and other expenses pre-approved by Customer and in conformity with Customer’s travel and expense policies, if any.

    4. Hiring of Assigned Personnel

      If Customer desires to hire any Assigned Personnel or if an Assigned Personnel transitions to another employer’s payroll at any time during the assignment or in the 12 months immediately following the end of the Assigned Personnel’s last assignment, Customer will notify Company and Customer will pay Company a fee of twenty-two percent (22%) of the annual base compensation payable to such hired Assigned Personnel. Company will submit an invoice to Customer after the Assigned Personnel begins employment or engagement directly with Customer. Customer will also pay all costs incurred by Company (including reasonable attorney’s fees) in collecting amounts due to it from Customer.

    5. No Warranties

      Customer acknowledges that under if Company is providing Assigned Personnel to perform work for Customer, Company is doing so on a flexible staffing basis under the direction of Customer, and that Company makes no warranty regarding and expressly disclaims any responsibility for the delivery of any specific product or for completing any work associated with services provided by the Assigned Personnel within any specified time period. Customer is solely responsible for managing and supervising the work and will be responsible for the work product of the Assigned Personnel.

    6. Assigned Personnel Information

      Customer agrees that it will not disclose any Assigned Personnel’s name, resume or other information that Company provides to Customer without Company’s consent, and that Assigned Personnel information will not be used for any illegal purpose and will be used only for the legal evaluation and placement of the Assigned Personnel with Customer. Customer will be responsible for the actions of its officers, directors, shareholders, partners, members, managers, agents and employees with whom it shares Assigned Personnel information.

    7. Customer Responsibilities

      Customer agrees that Customer will be solely responsible for, and that Company will have no responsibility for, liabilities and costs (including attorneys’ fees) associated with any claims or demands Assigned Personnel may have based on Customer’s unauthorized disclosure or illegal use of the Assigned Personnel’s confidential or personal information, or relating to Customer’s supervision, management, oversight or engagement of such Assigned Personnel, or based on any other rights or claims Assigned Personnel may have against Customer under any federal, state or local statutes, laws, ordinances or regulations, including, but not limited to, discrimination claims.

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    Terms Related to Advanced Manufacturing Services https://trimech.com/terms-and-conditions-advanced-manufacturing-services/ https://trimech.com/terms-and-conditions-advanced-manufacturing-services/#respond Wed, 27 Mar 2024 10:19:55 +0000 https://trimechgroup.com/?p=65428 The following Terms will apply to Advanced Manufacturing Services:
    1. Minimum $150 purchase required for prototyping order.
    2. All “rush” jobs will be subject to a 50% deposit & rush fee where applicable.
    3. Unit prices contained in a quote are for printing services only and do not include ancillary services unless otherwise indicated within “DETAILS” of each line item in the quote.
    4. All part revisions following the initial quote will require re-quoting.
    5. All quality & inspection requirements must be presented at the time of quoting.
    6. Unless otherwise specified in an Order, Company’s manufacturing services will commence on acceptance of an Order. Customer acknowledges and agrees that any changes to the Specifications (including but not limited to dimensions, tolerances, materials, coatings, or markings) after acceptance of an Order may result in additional charges payable by Customer and extended delivery times.
    7. Part revisions, data changes, or color changes made following Order submission are subject to reprinting fee depending on order status.
    8. The estimated arrival time is based on available capacity at the time of quote. Quoted turnaround time is based on business days. Orders start day after receipt of Order.
    9. Quotes that are not executed the same day are subject to change or delays. Reasonable efforts will be made to deliver within or as close to the estimate as possible, however there is no assurance that any estimated delivery date will be met.
    10. Customers are responsible for ensuring that the properties and performance of the material selected meet the requirements of their application.
    11. Order cancellations are subject to cancellation fee depending on order status.
    12. No control drawings have been considered in quotes unless otherwise indicated.
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    Terms Related to Training https://trimech.com/terms-and-conditions-training/ https://trimech.com/terms-and-conditions-training/#respond Tue, 26 Mar 2024 12:42:54 +0000 https://trimechgroup.com/?p=65423 Company provides Training on the products and services it provides. These Training products are delivered through various methods that include, On-line Training, Classroom Training, On-site Training at a Customer location and individual Training called Mentoring. Training in these methods may be offered to the general public (Public Training) or only to specific Customers or individuals (Closed Training).

    The following Terms and Conditions apply to the Training products supplied by Company:

    1. Training Definitions

      1. Public Training are classes open to various clients.
      2. Closed Training are classes scheduled for an individual client.
      3. Training Passports are prepaid unlimited 12-month Training subscriptions.
    2. Complimentary Repeats

      A complimentary repeat is offered for Public Training should issues be communicated during attendance of the original course. The goal is to resolve any issue in a satisfactory manner. If the training needs to be repeated, the opportunity is available for up to 6 months from the original course date.

    3. Rescheduling

      1. Company allows cancellations and rescheduling without cost as per the guidelines below. Requests to cancel or reschedule must be received in writing.
      2. For Closed Training onsite at client’s location, cancellations received within 10 business days of the start date, an administrative fee of $500.00 per day applies. This includes group training, assessments, mentoring, and consulting.
      3. For Public Training, the following administrative fees will be applied to cancellations or rescheduling less than 10 business days before the start date:
        1. Up to or on 10 business days: no fee for rescheduling or cancellations.
        2. 9 to 3 business days: $250.00 fee per person, per public course applies.
        3. 2 to 0 business days: The course cost will be forfeited. There will be no refunds and no rescheduling.
        4. Non-arrival (no show): The course cost will be forfeited. There will be no refunds and no rescheduling.
      4. Training Passports cancellations and transfers may be done without cost on or before 10 business days prior to the first day of training. After 10 business days the administrative fee of $250.00 applies.
    4. Course Postponements

      Schedules for Public Training schedules are subject to change. Courses may be rescheduled due to low enrollment, or availability of classrooms, equipment, or trainers. Company will provide rescheduling notice at least 5 days prior to the course start date whenever possible and in such a situation you will be offered a 100% credit for transfer to another date. Company will not be liable for any costs incurred for travel, hotel, or any other consequential damages because of a course change.

    5. Scheduling new Public Training

      Company can schedule a new public digital or in-class course in North America. Newly scheduled courses are subject to the minimum attendance requirements (as noted in Sec 4 above)

    6. Training manuals and exercises

      Manuals are not for sale individually and are distributed for training course attendance only, as follows:

      1. Manuals for digital courses: Training manuals are only provided upon course registration and will be shipped 5 to 10 days prior to the course start date. Should a training manual be shipped and the student cancels registration, the manual(s) must be returned unopened. If not returned the full course fee will be charged.
      2. Manuals for classroom courses: Training manuals are provided during the first day of class.
    7. Training Prerequisites

      1. Each training course is paired with prerequisites that are listed in the course descriptions on Company websites. It is the student’s responsibility to meet the prerequisite requirements.
      2. A telephone call assessment with an instructor can be arranged to determine if a prerequisite exemption is applicable.
      3. In the event a student chooses to proceed without the required prerequisites, Company will not alter the course content to accommodate the student’s lack of prerequisites.
    8. Evaluations and certificates

      Upon full attendance of the course with participation to the satisfaction of the instructor, you will be emailed your training feedback evaluation at the end of the course. You will then be emailed a copy of your training certificate of completion.

    9. SOLIDWORKS Training Passport Terms and Conditions

      1. The Training Passport entitles a single owner to attend unlimited instructor-led courses offered within the Passport for the 12-month period that commences on the first course attendance. All course attendance must occur within this time limit.
      2. The first training course attendance must occur within 6 months of the purchase date.
      3. If the Passport holder ceases employment within the 12-month duration, then ownership is transferable to a replacement employee. The expiration date of the Passport will not be extended; it will still expire one year from the original start date. Please contact Company’s Training Department to make this exchange.
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    Terms Related to Hardware and Hardware Services https://trimech.com/terms-and-conditions-hardware-and-hardware-services/ https://trimech.com/terms-and-conditions-hardware-and-hardware-services/#respond Tue, 26 Mar 2024 12:02:58 +0000 https://trimechgroup.com/?p=65413 Company resells Hardware Products and related services (“Hardware Services”) provided by OEM Partners. Such OEM Hardware Products and OEM Hardware Services are provided subject to terms and conditions from the OEMs.

    Company provides certain links to other websites as a convenience to you. Company does not monitor nor control the content of any other website and assumes no responsibility or liability of any kind for any material or communications available at such websites. Company is not responsible for the content of any site that may be linked to Company’s website or this document.

    Links to OEM Terms are as follows:

    Other unique Hardware and Hardware Services terms and conditions:

    1. Hardware Services provided by Company, and not the OEM, are subject to the Terms and Conditions in this document.
    2. Hardware Training:
      1. Hardware Training must be paid, or purchase order received, before class start date.
      2. Any student cancellation rescheduling of classes is subject to a $150 rescheduling fee. NO rescheduling will be accepted less than four (4) business days prior to the scheduled class.
    3. Hardware Maintenance Services Agreements and Hardware Installation Services. Company provides maintenance agreements and installation services to Clients. Such services are either provided directly by Company and are therefore subject to the Terms and Conditions contained herein or provided as a pass-through from Company’s OEM partners. OEM Pass Through Hardware services are subject to OEM’s terms and conditioned provided above.
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    Terms related to Retail Software https://trimech.com/terms-and-conditions-retail-software/ https://trimech.com/terms-and-conditions-retail-software/#respond Mon, 25 Mar 2024 17:48:00 +0000 https://trimechgroup.com/?p=65396 Company resells Third Party Software provided by OEM Partners. Such Third-Party Software is provided subject to terms and conditions from OEMs.

    Company provides certain links to other websites as a convenience to you. Company does not monitor nor control the content of any other website and assumes no responsibility or liability of any kind for any material or communications available at such websites. Company is not responsible for the content of any site that may be linked to Company’s website or this document.

    Links to OEM Software Terms are as follows:
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    Standard Terms and Conditions https://trimech.com/standard-terms-and-conditions/ https://trimech.com/standard-terms-and-conditions/#respond Mon, 25 Mar 2024 15:07:33 +0000 https://trimechgroup.com/?p=65369
  • General

    1. These Standard Terms and Conditions (the “Terms and Conditions”) are intended to supplement the terms and conditions set forth in the applicable quotation, renewal invoice, invoice, sales order, statement of work or similar document (each, an “Order”) entered into between a customer ( “Customer”) and Company for the purchase and sale of products or services supplied by Company (“Products” and “Services”) to Customer. “Company” shall refer to any of TriMech Acquisition Corp., TriMech Solutions, LLC, TriMech Services, LLC, Adaptive Corporation or Javelin Technologies, Inc., any of their respective subsidiaries or any of their future affiliate entities.
    2. Links to Key Terms
      1. Prices and Payment Terms in Section 2
      2. Delivery of Products and Shipping Terms in Section 3
      3. Sunset Clause for Services and Training in Section 3.6
    3. Company offers a variety of Products and Services. For certain Products Company operates as a reseller to third-party original equipment manufacturer (OEM) partners.  Unique Company Product and Services terms and conditions and links to OEM specific terms and conditions, license agreements, and warranties are as follows (“OEM Terms”) are as follows:
      1. Software. For Software products, see Appendix I
      2. Hardware. For 3D Printers, 3D Printer Accessories, Installation or Maintenance Services, Scanners, and other Hardware products, see Appendix II.
      3. Training. For Training Services, see Appendix III.
      4. Advanced Manufacturing Services. For Advance Manufacturing Services see Appendix IV
      5. Staff Augmentation Services. For Staff Augmentation Services, see Appendix V
      6. Consulting Services. For Consulting, Implementation, Data Management, Project Engineering, and other Services, see Appendix VI.
    4. These Terms and Conditions are hereby incorporated as part of each Order. These Terms and Conditions will not govern or alter the terms of any master services agreement entered by and between Company and Customer unless expressly stated therein. Any purchase order, invoice or other agreement provided by Customer to Company that includes different or additional terms that may vary from the applicable Order and these Terms and Conditions are objected to and disallowed. Unless otherwise specified in writing, each quotation will expire sixty (60) days from the date thereof.
    5. These Terms and Conditions, together with OEM Terms where applicable, are the sole and exclusive statement of the parties’ understanding and agreement with respect to the transactions contemplated by the Order notwithstanding any other terms that might be contained in any purchase order or other document received from Customer or submitted to Company. In the event of a conflict between the terms and conditions of an Order and these Terms and Conditions, the Order will control.  The applicable Order as supplemented by these Terms and Conditions constitute the entire agreement between the parties regarding the subject matter hereof and, except as expressly set forth herein, can only be modified or changed in writing and signed by authorized representatives of both parties. To the extent the OEM Terms are appliable, Customer will only be entitled to seek recourse directly from the applicable OEM in accordance with the applicable OEM Terms.
  • Prices; Payment Terms

    1. Unless otherwise agreed by Company in writing, the purchase price for Products and Services (“Price[s]”) will be set out in the applicable Order. In connection with the provision of Services by Company, Customer agrees to reimburse Company for all Company’s travel and other expenses reasonably incurred by Company in connection with its performance of Services. Prices for all Products and Services exclude sales, use, excise, and similar taxes and exclude all costs of shipping and handling. It has been assumed that Customer will provide a tax certificate. Customer will be responsible for all costs of shipping and handling and for all sales, use, excise and similar taxes or other charges which Company is required to pay, or to collect and remit, to any government (national, state, or local) and which are imposed on or measured by the sale of Products or Services. Prices are subject to change in the event of any material increase in the costs of energy or raw materials between the date of the Order and the date of shipment of any Product or date any Services are provided, as applicable.
    2. Payment in full will be made in the currency set forth in the Order on the terms in the applicable Order; provided, however, that if the applicable Order does not specify a payment due date, then such payment will be as follows:
      1. Standard Terms for Software, Hardware, Advanced Manufacturing, Consulting Services (except Time and Materials): 50% at time of Order with balance 30 days from invoice dates
      2. Training: 50% at time of Order with balance 30 days from invoice dates, however, all fees to be paid before class attendance.
      3. Time and Materials Consulting Services: 30 days from invoice date
      4. Staffing: 30 days from invoice date
    3. Invoices will be sent to the address specified in the Order. Should Customer dispute any invoice, Customer will notify Company of the nature of the dispute in writing within fifteen (15) days of the invoice date. If Customer does not notify Company of any dispute within fifteen (15) calendar days of the invoice date, then the invoice is deemed to have been accepted and invoice payment is required to be made on the payment due date per these Terms and Conditions. Notwithstanding any dispute regarding an invoice, Customer will timely pay the undisputed portion of the disputed invoice.  Customer will have no right of set-off or withholding, and no deduction of any amounts due from Customer to Company will be made without Company’s prior, express written approval.
    4. Company, in its discretion, may permit Customer to pay invoices via credit card. If Company accepts credit card payment, Company will be entitled to charge a 2% convenience fee on the total amount charged to the extent such charge does not conflict with applicable law.
    5. If Customer is delinquent in its payment obligations, Customer will pay, in addition to the delinquent payment, a late charge equal to the lesser of one and one-half percent (1.5%) per month or any part thereof or the highest applicable rate allowed by law on all such delinquent amounts plus Company’s attorneys’ fees and expenses and court costs incurred in connection with collection.
    6. Customer acknowledges that Company has the right to reassess Customer’s creditworthiness from time to time. Unless expressly prohibited by law, in the event there is a decline in Customer’s creditworthiness in Company’s reasonable discretion, Company may, upon fifteen (15) days written notice, revise the payment terms between the parties.
  • Delivery of Products and Shipping Terms

    1. Unless otherwise agreed in writing by the parties, the applicable manufacturer will deliver the Products to the Customer using its standard methods for packaging and shipping such Products. Unless otherwise provided by the applicable manufacturer, delivery terms are F.O.B. the manufacturer’s facility for destinations in the United States and EXWORKS the manufacturer’s facility (INCOTERMS 2020) for destinations outside of the United States.
    2. Shipping costs Client will be responsible for all shipping costs to Client’s location even if not included in a quote. Shipping costs will be added to invoices for the related item shipped.
    3. Any specified delivery dates are approximate only and not guaranteed. Company will not be liable for any delays howsoever caused, nor can the delivery dates be made of the essence by any written notice or communication. Reasonable endeavors will be made to meet delivery dates, but Company will not be liable for any failure to do so and any consequent right of Customer to repudiate the Order is expressly excluded.
    4. Company may, at its option and in its sole discretion, deliver Products in one or more installments. If Products are delivered/completed in installments, Company will be entitled to invoice for each installment as and when each instalment is delivered/completed.
    5. Transfer of Property; Risk of Loss: Company will retain the right and title to Products sold to Customer until delivery of Products to the Customer, at which point Customer will obtain the right and title to Products. The risk of loss, including, but not limited to the risk of loss, theft, damage or destruction of products, transfers to Customer upon delivery to Customer.
    6. Sunset Clause for Services and Training.
      1. Services. All Service Contracts, excluding Time and Material contracts, expire within 12 months of purchase and Company will retain paid fees. Both parties must mutually agree to any modifications of this clause.
      2. Training. Customers have 12 months from the date of purchase to schedule training and avoid expiration of their purchase. Company will retain paid fees. This will apply to software and hardware training.
      3. Training Passports are valid for 12 months from the date of the first course attendance. The first course attendance must occur within 6 months of the purchase date.
  • Provision of Services

    Customer agrees to comply with all reasonable requests of Company and will provide Company’s personnel with access to all documents and facilities as may be reasonably necessary for the performance of Services. Customer agrees to furnish without charge adequate space at Customer’s premises for use by Company’s personnel while performing Services. The relationship of the parties hereto is that of independent contractors. Nothing in these Terms and Conditions, and no course of dealing between the parties, will be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents. Neither party has the authority to bind or contract any obligation in the name of or on account of the other party or to incur any liability or make any statements, representations, warranties, or commitments on behalf of the other party, or otherwise act on behalf of the other. Each party will be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.

  • Inspection; Remedies

    1. Customer will promptly notify Company of rejection of Products for non-conformity with the Order. Any notice of rejection must be in writing, identify the Order and describe all non-conforming aspects of the Products. If OEM Terms are appliable, then the OEM Terms will control and the remedies available to the Customer will be as set forth therein. If OEM Terms are not applicable, then the remaining provisions in this Section 5.1 will control. If Customer timely notifies Company of any nonconforming Products, Company will, in its sole discretion, (a) replace such nonconforming Products with conforming Products, or (b) credit or refund the Price for such nonconforming Products, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. Upon any express written instructions from Company, Customer will ship the nonconforming Products to Company’s facility from which such Product was originally shipped. If Company exercises its option to replace nonconforming Products, Company will, after receiving Customer’s shipment of nonconforming Products, ship to Customer, at Customer’s expense and risk of loss, the replaced Products. Customer acknowledges and agrees that the remedies set forth in this Section 5.1 are Customer’s exclusive remedies for the delivery of nonconforming Products.
    2. Customer will promptly notify Company of any breach by Company in the provision of Services and allow Company reasonable time to correct any such breach. Any notice of breach must be in writing, identify the Order and describe all non-conforming aspects of Services being provided. If Customer timely notifies Company of any non-conformance in the provision of Services, Company will, in its sole discretion, (a) re-perform such Services, or (b) credit or refund the Price for such nonconforming Services. Customer acknowledges and agrees that the remedies set forth in this Section 5.2 are Customer’s exclusive remedies for the provision of nonconforming Services.
  • Cancellation

    1. Company may cancel an Order if Customer becomes insolvent or suspends any of its operations or if any petition is filed or proceeding commenced by or against Company under any state or federal law relating to bankruptcy, arrangement, reorganization, receivership, or assignment for the benefit of creditors.
    2. With respect to an Order for Services, in the event Customer cancels such Order or a portion of such Order, Company will invoice Customer for material and labor costs incurred by Company as of the date of cancellation, and Customer will pay such invoice within thirty (30) days after receipt of such invoice. Customer will not be entitled to cancel an Order for Products without the express written consent of Company.
  • Limited Warranty

    1. With respect to any Products sold under an Order, Company agrees, subject to the terms of this limited warranty, to provide Customer the warranty set forth in the Order. Any extended warranties are subject to additional costs. For any third-party products not manufactured by Company, Company’s only responsibility is to assign to Customer any other manufacturer’s warranty that does not prohibit such assignment.
    2. With respect to any Services provided under an Order, Company does not warrant in any form the results or achievements of Services provided or the resulting work product and deliverables. Company warrants that that Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with generally accepted industry standards and practices.
    3. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7, COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS (EXCEPT WARRANTIES OF TITLE), SERVICES, WORK PRODUCT OR DELIVERABLES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, AND COMPANY SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; AND THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7 IS IN LIEU OF ANY SUCH WARRANTIES AND ANY OTHER OBLIGATION OR LIABILITY ON THE PART OF COMPANY. CUSTOMER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR GOODS.
  • LIMITATION OF LIABILITY

    IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, STATUTORY, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, WHETHER OR NOT BASED UPON COMPANY’S NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION ARISING, DIRECTLY OR INDIRECTLY, IN RESPECT TO THE PRODUCT OR SERVICES PURCHASED FROM COMPANY, OR THE USE OR FAILURE THEREOF, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF OPPORTUNITY, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, DAMAGE TO GOOD WILL OR REPUTATION OR LOSS OF DATA. UNDER NO CIRCUMSTANCES WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS ORDER EXCEED AS APPLICABLE (A) THE PRICE PAID HEREUNDER FOR PRODUCTS PROVIDED BY COMPANY OR (B) THE PRICE PAID OVER THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS FOR SERVICES PROVIDED BY COMPANY.

  • Applicable Law; Forum

    1. The parties agree that unless otherwise agreed in writing, these Terms and Conditions will in all respects be (a) in the case of a Customer of Javelin Technologies, Inc., governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein, or (b) in the case of a Customer of any other Company, governed by and construed in accordance with the laws of the Commonwealth of Virginia, in each case without regard to applicable conflicts of laws principles. Customer agrees to comply with all legal requirements applicable to Customer.
    2. Any legal suit, action, or proceeding arising out of or relating to an Order or these Terms and Conditions will:
      1. For Customers of Javelin Technologies, Inc.: will be instituted in the courts of the Province of Ontario and each party irrevocably attorns to the jurisdiction of the courts of such province in any such suit, action or proceeding.
      2. For Customers of any other Company: will be instituted in the federal courts of the United States of America for the Eastern District of Virginia, Richmond, Virginia, or the courts of the Commonwealth of Virginia located in the County of Henrico, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    3. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THESE TERMS AND CONDITIONS OR THE ORDER.
    4. No action in law or equity arising out of any Order or these Terms and Conditions may be brought by Customer more than one (1) year after the cause of action has first arisen. Company will have the right to collect from Customer its reasonable expenses, including attorneys’ fees, incurred in enforcing these Terms and Conditions. The rights and obligations herein will survive completion of the final payment under an Order.
  • Force Majeure

    Company will neither be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when prevented from doing so by causes beyond its reasonable control, including but not limited to acts of war (declared or undeclared), Acts of God, fire, strike, pandemic, labor difficulties, acts or omissions of any governmental authority or of Customer, compliance with government regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of delay due to any such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume production.

  • Confidentiality

    The Order (including any accompanying documents) contains information proprietary to Company. No part of the Order information may be reproduced or transmitted in any form without the prior written permission of Company. Customer will treat the details of the Order any information made available in relation hereto as private and confidential and will not publish or disclose the same or any particulars therefore (save as may be required by law) without the previous consent of Company, providing nothing in this Section will prevent the publication or disclosure of any such information that has come within the public domain otherwise than by breach of this Section which is required to be disclosed by law.

  • Intellectual Property Rights.

    1. Notwithstanding delivery of and the passing of title in any Products to Customer, nothing in these Terms and Conditions will have the effect of granting or transferring to, or vesting in, Customer any intellectual property rights in or to any Product.
    2. Ownership of Work Product: This is not a work-for-hire agreement. The copyright, trade secret and other intellectual property and other proprietary rights (“Intellectual Property Rights”) in all deliverables created under an Order for Customer (“Deliverables”) will belong to Company. All Intellectual Property Rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented, or reduced to practice in the performance of Services hereunder (“Pre-Existing Works”) are and will remain the sole and absolute property of Company. Company hereby grants a worldwide, non-exclusive, non-transferable license to Customer to use the Deliverables and Pre-Existing Works solely for its internal use as intended under the applicable Order.
    3. Software Ownership: Customer acknowledges and agrees that, as between Company and Customer, all right, title and interest in and to the Software (as defined below) and all enhancements, related documentation, and derivative works with respect to the Software and all Intellectual Property Rights embodied in and related to each of the foregoing, will at all times remain with Company or the OEM, as applicable. Customer agrees to treat the Software and related documentation as confidential and to not copy, reproduce, sub-license, or otherwise disclose the Software and related documentation to third parties. Customer further agrees to not disassemble, decompile, reverse engineer, create derivative works from or otherwise translate, customize, localize, modify, add to, or in any way alter, rent, or loan the Software or related documentation. “Software” will mean computer software programs, in source code or object code form, and all enhancements, improvements, modifications or versions thereof, including firmware and custom software, and instructions manuals, specifications and related documentation in written or electronic form, their related instructions manuals and documentation.
    4. Software License: TO THE EXTENT ANY PRODUCTS OR SOFTWARE INCORPORATES SOFTWARE PROVIDED BY A THIRD PARTY (“THIRD PARTY SOFTWARE”), COMPANY WILL PASS THROUGH TO CUSTOMER THE LICENSES AND WARRANTIES WITH RESPECT TO SUCH THIRD-PARTY SOFTWARE, TO THE EXTENT ASSIGNABLE BY COMPANY, TO ENABLE CUSTOMER TO USE THE SOFTWARE AS CONTEMPLATED BY THESE TERMS AND CONDITIONS AND AS SPECIFIED IN THE ORDER. IN THE EVENT COMPANY CANNOT PASS THROUGH ANY LICENSES OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY SOFTWARE, COMPANY WILL NOTIFY CUSTOMER SO THAT CUSTOMER CAN LICENSE SUCH THIRD-PARTY SOFTWARE FROM THE THIRD-PARTY SOFTWARE LICENSOR DIRECTLY.

      Customer may not use the Third-Party Software except as expressly permitted under the terms and conditions applicable to such Third-Party Software. Additionally, Customer will not, without the prior written express consent of the applicable third party, copy, modify, sublicense, loan or transfer in any manner the inherent Third Party Software or firmware, create derivative works, or translate, decompile, disassemble, reverse assemble, reverse engineer, emulate or perform any other operation with respect to the Third Party Software, unless the operation is specifically authorized by law. Customer agrees to defend, indemnify and hold harmless Company from all damages and third-party claims arising from Customer’s unauthorized use or transfer of the Third-Party Software or firmware. For additional references to Third Party Software, see Appendix I.

    5. Company reserves the right to discontinue deliveries of any Products, the manufacture, sale, or use of which would, in Company’s opinion, infringe upon any U.S. patent, trademark or design now or hereinafter issued, registered, or existing and under which Company is not licensed.
  • Assignment; Subcontracting

    Customer will not assign an Order without the prior written consent of Company, and any purported assignment will be void. Company may assign an Order and its rights and obligations in connection therewith at any time without notice to Customer. Customer acknowledges and agrees that Company may use subcontractors and consultants to perform Services to be provided under any Order.

  • Waiver

    No waiver by Company of any breach of these Terms and Conditions by Customer will be considered as a waiver of the subsequent breach of the same or any other provision.

  • Severability

    If any provision or portion of these Terms and Conditions will be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, that provision or portion of these Terms and Conditions will be deemed omitted and the remaining provisions and portions will remain in full force and effect.

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