Terms and Conditions

Terms and Conditions: Post-Processor and Machine Definition Development

Agreement:

This agreement ("Agreement") outlines the terms and conditions governing the provision of online live software training services ("Services") by Design and Software International Inc ("Provider") to the customer ("Client"). By engaging in or paying for the Services, the Client agrees to be bound by these terms.

Preamble:

This agreement outlines the terms and conditions for the development of "Post-Processors" and "Machine Definitions," collectively referred to as "Configuration Development Services."

• Post-Processors: Software components that translate Cutter Location (CL) data from Computer-Aided Manufacturing (CAM) systems into machine-specific instructions (G-code) for a particular Computer Numerical Control (CNC) machine configuration.
• Machine Definition: 3D digital representation (“digital twin”)of a CNC machine used for simulating machine motion and verifying toolpaths in a virtual environment.

The Configuration Development Services may include developing either a Post-Processor, a Machine Definition, or both, as specified in the agreed-upon project scope.

1. Scope of Development:

• The Developer agrees to develop Post-Processors and/or Machine Definitions according to the Client's specified CAM system and version.
• Post-processors and/or Machine Definition development will be limited to the CNC machine's base configuration, as defined in the provided Machine Specification Survey.
• Machine Definition development will represent the 3D geometry and kinematic behavior of the Base Configuration of the CNC machine.
• The development will not include support for any optional hardware or software features, custom modifications, or third-party add-ons to the CNC machine or its control system.
• The developer is only responsible for the machine specification as provided by the client.

2. Client Responsibilities:

• The Client shall provide accurate and complete Machine Specification documentation, including details of the Base Configuration.
• The Client shall provide test files and sample data 
• The Client shall provide 3D Model data for the purposes of a Machine Definition if required.
• The Client shall provide access to the CNC machine for testing and validation purposes.
• The Client shall provide access to the CNC machine and is responsible for testing and validation
• The Client is responsible for providing feedback and data to communicate the existing status versus the desired outcome to meet the agreed configuration development service.

3. Limitations and Exclusions:

• The Developer is not responsible for supporting or integrating any optional features, custom modifications, or third-party add-ons to the CNC machine or its control system.
• The Developer is not liable for any errors or inaccuracies resulting from incomplete or inaccurate Machine Specification documentation provided by the Client.
• The developer is not liable for any damages or losses that result from the client using the developed items in a manner that is not in accordance with the base machine configuration.
• The Client is responsible for validating the output of the post-processor to ensure it meets their specific needs before using the post-processor in a production environment.
• The developer is not responsible for the implementation of any machine or controller options that are not explicitly part of the base configuration, including but not limited to, rotary axis implementation that is an optional feature.

4. Delivery and Acceptance:

• The Developer will deliver the completed Post-Processor and/or Machine Definition in a mutually agreed-upon format.
• The Client will have a specified period (e.g., 7 days) to test the delivered items and report any issues related to the Base Configuration functionality.
• Acceptance will be deemed granted upon successful testing and verification of the Post-Processor and/or Machine Definition's functionality within the limitations of the Base Configuration.

5. Intellectual Property:

• The Developer retains all intellectual property rights to the source code, algorithms, and design of the Post-Processor and Machine Definition.
• The Client is granted a non-exclusive, non-transferable license to use the developed items within their own operations.
• The Developer is granted a non-exclusive, non-transferable license to use any materials supplied by the Client for the purpose of Configuration Development Services.
• The Client is prohibited from distributing, reselling, or reverse engineering the developed items without explicit written permission from the Developer.

• The client is prohibited from distributing, reselling, or reverse engineering the developed items without explicit written permission from the developer.

6. Limitation of Liability:

• The Developer shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from the use or inability to use the delivered Post-Processor and/or Machine Definition.
• The Developer's liability is limited to correcting errors or defects in the delivered items related to the Base Configuration per customer feedback.
• The developer is not liable for any damages or losses that arise from the use of the delivered items.

7. Warranty:

• The developer warrants that the delivered items will function in accordance with the machine specification that the client provides.
• The developer does not warrant the fitness of purpose for the developed items, outside of the provided machine specification.
• The Developer's liability shall be limited to the fees paid by the Client for the development of the Post-Processor.
• The developer is not responsible for any downtime or loss of production resulting from development time or in the use or testing the developed post-processor.

8. Governing Law:

• This agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

9. Entire Agreement:

• This document constitutes the entire agreement between the Client and the Developer regarding the Configuration Development Services and supersedes all prior agreements or understandings, whether written or oral.
• Any changes to this agreement must be in writing and signed by both parties.

10. Amendments:

• Any amendments to this agreement must be in writing and signed and accepted by both parties.
  
  

By proceeding with the Services, the Client acknowledges that they have read, understood, and agreed to these Terms and Conditions.

Terms and Conditions: Online Live Software Training 

 Software Training

1. Agreement:

This agreement ("Agreement") outlines the terms and conditions governing the provision of online live software training services ("Services") by Design and Software International Inc ("Provider") to the customer ("Client"). By engaging in or paying for the Services, the Client agrees to be bound by these terms.

2. Services:

The Provider agrees to provide online live software training as described in the agreed-upon course outline or proposal. The training will be delivered virtually through a designated online platform.

3. Payment:

Payment for the Services is due in full prior to the commencement of the training, unless otherwise agreed upon in writing.

4. Scheduling:

• Training sessions will be scheduled at mutually agreed-upon times.
• The Client is responsible for ensuring they have the necessary hardware, software, and internet connectivity to participate in the online sessions.

5. Cancellation and No-Show Policy:

• Cancellation of a scheduled training session must be made at least 24 hours prior to the scheduled start time.
• Failure to attend a scheduled session without providing at least 24 hours' notice ("No-Show") will result in the deduction of one (1) hour from the Client's total allotted training time.
• Cancellations made within 24 hours of the scheduled start time will also result in the deduction of one (1) hour from the Client's total allotted training time.
• Upon the third (3rd) instance of a No-Show or cancellation within 24 hours, the Client forfeits any remaining training time, and no refund will be issued.

6. Training Time Validity:

• All purchased training time must be consumed within ninety (90) calendar days from the date of acceptance of these terms or the date of payment, whichever is later, unless otherwise agreed upon in writing.
• Any unused training time after the 90-day period will be forfeited, and no refunds will be issued.

7. Intellectual Property:

• All training materials provided by the Provider, including but not limited to presentations, documents, and software demonstrations, are the intellectual property of the Provider and are protected by copyright.
• The Client agrees not to reproduce, distribute, or share any training materials without the express written consent of the Provider.

8. Limitation of Liability:

• The Provider shall not be liable for any indirect, incidental, consequential, or special damages arising from the use of the Services.
• The Provider's total liability for any claim arising from this Agreement shall be limited to the amount paid by the Client for the Services.

9. Warranty Disclaimer:

• The Provider provides the Services "as is" and makes no warranties, express or implied, regarding the accuracy, completeness, or suitability of the training materials.

10. Confidentiality:

• Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the training sessions.

11. Termination:

• The Provider reserves the right to terminate this Agreement if the Client breaches any of its terms.
• Upon termination by the provider due to Client breach, no refunds will be issued.

12. Governing Law:

• This Agreement shall be governed by and construed in accordance with the laws of Ohio, United States of America.

13. Entire Agreement:

• This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

14. Amendments:

• Any amendments to this agreement must be made in writing and signed by both parties. 

14. Force Majeure:

• Provider shall not be liable for failure to perform its obligations under this Agreement if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service.

By proceeding with the Services, the Client acknowledges that they have read, understood, and agreed to these Terms and Conditions.

Terms and Conditions: In-Person Training and Consulting

This agreement ("Agreement") outlines the terms and conditions governing the provision of online live software training services ("Services") by Design and Software International Inc ("Provider") to the customer ("Client"). By engaging in or paying for the Services, the Customer agrees to be bound by these terms.

1. Scope of Services:

The Provider shall provide in-person software training or consulting services as mutually agreed upon in a separate Statement of Work or Proposal. These Services may include, but are not limited to, software instruction, workflow optimization, and technical guidance.

2. Scheduling and Booking:

• The Client shall schedule the Services no less than three (3) weeks prior to the desired commencement date.
• Scheduling is subject to the Provider's availability.
• A confirmed booking requires a signed agreement and/or deposit as specified in the Statement of Work or Proposal.

3. Client Responsibilities:

• The Client shall provide a suitable training or consulting environment at the designated location, including adequate space and facilities.
• The Client is responsible for ensuring that all necessary hardware, including computers, machine tools, and any other required equipment, is available and in proper working order prior to the scheduled Services.
• The Client shall ensure that all participants are present and prepared for the scheduled training or consulting sessions.

4. Hardware and Equipment:

• The Client acknowledges and agrees that the Provider is not responsible for providing or maintaining the Client's hardware or equipment.
• If the hardware or equipment provided by the Client is unavailable or in a condition that prevents the Provider from conducting the Services as scheduled, the Client shall forfeit the allocated time and fees, unless a written agreement is made to reschedule or otherwise accommodate the issue.
• Any such accommodation is at the sole discretion of the provider.

5. Cancellation and Rescheduling:

• Cancellations or rescheduling requests must be submitted in writing to the Provider.
• If the Client cancels or reschedules the Services within three (3) weeks of the scheduled commencement date, the Client shall be subject to a rescheduling fee of [Specify Fee or Percentage of Total Cost] or financial recourse as determined by the provider. This fee is to compensate the provider for lost time and expenses.
• Rescheduling is also subject to the provider's availability.

6. Payment Terms:

• Payment terms shall be as specified in the Statement of Work or Proposal.

7. Limitation of Liability:

• The Provider's liability for any damages arising from the provision of the Services shall be limited to the fees paid by the Client for the Services.
• The Provider shall not be liable for any indirect, incidental, or consequential damages.

8. Confidentiality:

• Both the Provider and the Client agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the provision of the Services.

9. Intellectual Property:

• Any training materials or intellectual property developed by the Provider shall remain the property of the Provider.
• Client agrees not to redistribute or reproduce any training material without the written consent of the provider.

10. Governing Law:

• This Agreement shall be governed by and construed in accordance with the laws of Sate of Ohio USA.

11. Entire Agreement:

• This Agreement, together with any Statement of Work or Proposal, constitutes the entire agreement between the Provider and the Client and supersedes all prior agreements and understandings.

12. Amendments:

• This Agreement may be amended only by a written agreement signed by both the Provider and the Client.

By proceeding with the Services, the Client acknowledges that they have read, understood, and agreed to these Terms and Conditions.