Terms of Service

Terms of Service
Quality Precision Automation LLC
Effective Date: __________________
Contact Email: __________________
Website: qualityprocessautomation.com

These Terms of Service (“Terms”) govern all consulting, programming, system reintegration, training, and related services provided by Quality Precision Automation LLC (“Company”). By engaging our services, the Client (“Client”) agrees to these Terms and represents the authority to bind their organization.

All project-specific deliverables, pricing, and schedules will be documented in a mutually executed Statement of Work (“SOW”). In the event of conflict, the SOW supersedes these Terms.

1. Scope of Services
The Company provides engineering consulting and technical services with a focus on quality management systems, including but not limited to:
– Programming, repairing, re-integrating, and optimizing legacy and modern measurement platforms (CMMs, vision systems, SPC data systems);
– Configuring automation software, reporting, and cross-platform data flow;
– Troubleshooting, root-cause analysis, and performance improvement;
– On-site or remote support and implementation;
– Staff training and knowledge transfer.
Any work not expressly described in the SOW is considered out of scope.

2. Client Responsibilities
The Client agrees to:

1. Provide timely system access, accurate technical information, and appropriately licensed third-party software/hardware.

2. Maintain full backups of systems and data prior to implementation.

3. Provide a designated point of contact with authority to approve changes.

4. Ensure safe, prepared access to facilities for on-site work.
   The Company is not responsible for delays, errors, or data issues resulting from incomplete access, inaccurate information, or unlicensed systems.

3. Fees and Payment Terms
– Fees and expenses will be specified in the applicable SOW or invoice.
– Payment is due Net 15 unless otherwise stated in the SOW.
– Late payments accrue 1.5% monthly interest or the maximum allowed by law.
– Travel and material costs will be billed separately when applicable.
– Final deliverables, code releases, and documentation transfer occur only after full payment is received.
– All payments are non-refundable unless expressly stated otherwise.

4. Change Management
Any change to scope, assumptions, or deliverables must be documented in a written Change Order and approved by both parties. Additional work is billed at current hourly or project rates.

5. Testing and Acceptance
Upon delivery of project outputs, the Client will receive an Acceptance Period (typically five (5) business days) to evaluate functionality as defined in the SOW.
If no written objections are received within the Acceptance Period, the deliverables are deemed accepted.
Any issues identified after acceptance constitute new scope and will be billed accordingly.

6. Intellectual Property
Each party retains ownership of its pre-existing intellectual property.
All custom code, scripts, or documentation produced by the Company remain Company property until full payment is received.
After full payment, the Client receives ownership of the deliverables, excluding reusable Company code libraries, internal tools, templates, and methodologies.
Client may not distribute, resell, or reverse-engineer deliverables outside their organization without written consent.

7. System Compatibility and Data Integrity
The Client acknowledges that legacy or third-party systems may contain defects or limitations outside Company control.
The Company is not liable for pre-existing software defects or corrupted data; unsupported or obsolete hardware/software; third-party vendor failures or discontinued support; or downtime, data loss, or compatibility issues arising from mixed-platform systems.
Client is solely responsible for maintaining full system backups before implementation.

8. Cybersecurity & Access Controls
Client must provide secure, authorized access credentials.
The Company follows least-privilege access principles and reasonable safeguards.
The Company is not responsible for breaches, data loss, or compromise resulting from Client-side vulnerabilities or third-party tools.

Data Privacy
Project data remains Client property.
The Company only processes data necessary to perform the SOW.
Temporary project data stored by the Company will be deleted within 30 days of project completion.

9. Third-Party Software & Hardware
The Company may recommend or configure third-party technologies (e.g., Keyence, Hexagon, Rockwell, SAP).
The Client is solely responsible for licensing and compliance; vendor support contracts; and acceptance of any third-party EULAs.
The Company disclaims all warranties associated with third-party tools.

10. Training & Knowledge Transfer
Training includes demonstration and operational guidance as described in the SOW.
Training does not guarantee certification or proficiency.
Follow-up training is billed separately.

11. Confidentiality
Both parties agree to maintain strict confidentiality for all proprietary or sensitive information disclosed during the engagement.
This obligation survives termination of the Agreement.

12. Indemnification
The Client agrees to indemnify and hold harmless the Company from claims, damages, or expenses arising from misuse or unauthorized modification of deliverables; negligent or unlawful system operation after project delivery; or Client’s breach of these Terms.

13. Limitation of Liability
To the fullest extent permitted by Texas law, the Company’s total liability is limited to the fees actually paid for the services giving rise to the claim.
The Company is not liable for indirect, consequential, or punitive damages, including lost profits, downtime, or data loss.

14. Retention of Work Product
The Company may retain project materials for 30 days after final delivery.
Materials may be permanently deleted after that period unless otherwise agreed.

15. Insurance & On-Site Work
The Company maintains standard business liability coverage.
Both parties must adhere to site safety policies.
The Company is not responsible for site-specific hazards beyond its control.

16. Force Majeure
Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, labor disputes, power outages, or government actions.

17. Termination
Either party may terminate with written notice if the other party materially breaches these Terms and fails to cure within 15 days, or becomes insolvent or ceases operations.
Client must pay for all work completed up to the termination date.
Confidentiality and IP provisions survive termination.

18. Independent Contractor
The Company acts as an independent contractor and not an employee, partner, or joint venture.

19. Governing Law & Venue
These Terms are governed by the laws of Texas.
Disputes shall be resolved in the state or federal courts of Dallas County, Texas, unless otherwise stated in the SOW.

20. Entire Agreement; Amendments
These Terms and any executed SOW form the entire agreement between the parties.
Amendments must be in writing and signed by both parties.

21. Severability
If any provision is held invalid, the remaining provisions continue in full force.

22. Acceptance
Client agrees to these Terms via signature, email confirmation, electronic signature, or commencement of work.

Client Signature: __________________________
Name / Title: _____________________________
Date: ___________________________________

Company Representative: ___________________
Date: ___________________________________