JOA Designs Limited

TERMS AND CONDITION OF SAMPLING SERVICE

Last updated [DATE]

A. These terms and conditions will apply to the services offered to you (the Customer or you) pursuant to clause [ ] (DriveWorks Sampling Services). JOADesigns Limited is a company registered in England and Wales under company number 10880253 whose registered office is at Unit 6h Planet Business Centre, Planet Place, Newcastle Upon Tyne, Killingworth, United Kingdom, NE12 6DY with VAT number (Supplier or us or we).

B. The Customer and Supplier shall together be referred to as the Parties.

C. We operate the website [www.joadesigns.co.uk]. To contact us, telephone us at [01914862099] or email us at [designs@joadesigns.co.uk].

D. These terms and conditions shall be binding on, and endure to the benefit of, the Parties and their respective personal representatives, successors and permitted assigns, and references to any Party shall include that party’s personal representatives, successors and permitted assigns.

E. Before we can provide the Sampling Services, you will be required to agree to these terms and conditions by clicking on the button marked “I Accept the Terms and Conditions”.

The Parties hereby agree as follows:
1. INTERPRETATION
a) Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

b) Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

c) A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
2. SAMPLING SERVICES

Assembly	either one SolidWorks assembly with a maximum of five parts or one Solidworks part, with multiple features
Driven Parameters	a maximum of 10 features or dimensions to be automated in the assembly or parts
Form Design	Basic form ·         Using a combined total of up to 6 textboxes or numerical text boxes, spin button and drop-down lists ·         using up to 2 Check Boxes
Automation Output	reconfigured part or assembly, and 1 basic engineering drawing consisting of 1 drawing sheet
Final Output	One video of the finished automation & the automated DriveWorks Xpress files

b) The Sampling Services will be provided using reasonable care and skill.
3. ORDER, ACCEPTANCE AND DELIVERY
a) You may only submit an order using the method set out on our website. Your order and acceptance of these terms and conditions does not constitute a contractual offer to provide the Sampling Services. When a Customer places an order and accepts the terms and conditions, we can reject it for any reason, although we will endeavour to inform the Customer of the reason without delay.

b) After you place your order in accordance with clause [ ], you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause [ ].

c) Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date a contract between you and us will come into existence pursuant to these terms and conditions (Contract). The Contract will relate only to the Sampling Services. Any Order Confirmation will be provided within [a reasonable period of time] [72 hours] after your order.

d) We will use reasonable efforts to complete delivery of the Sampling services within [30] working days of the Order Confirmation.

e) Delivery of the Sampling Services will be complete on the date of delivery of the final output describe in clause 2(a) (Delivery).

4. [CANCELLATION]
a) [You may cancel the Contract, if you notify us as set out in clause [ ] within [5] days of your receipt of the Order Confirmation.

b) To cancel the Contract, you must email us at this address [only email cancellation is accepted please]. [designs@joadesigns.co.uk] or by calling us on [01914862099]. If you are emailing us, please include details of your order to help us to identify it. If you send us your cancellation notice by email, then your cancellation is effective from the date you send us the email. For example, you will have given us notice in time as long as you send your email before midnight on the last day of the cancellation period. We will email you to confirm we have received your cancellation.]
5. EVENTS OUTSIDE OUR CONTROL
a) We will not be liable or responsible for any failure to perform, or delay in the performance of any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

b) If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
i. we will contact you as soon as reasonably possible to notify you; and
ii. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Sampling Services with you after the Event Outside Our Control is over.
c) Either Party may cancel the Contract affected by an Event Outside Our Control [which has continued for more than [14] days] by notice in writing to the other Party. To cancel in accordance with this clause [ ] please contact us via email at the following address: [ designs@joadesigns.co.uk ].

6. YOUR OBLIGATIONS

a) It is your responsibility to ensure that:
i. the terms of your order are complete and accurate;
ii. you cooperate with us in all matters relating to the Sampling Services;
iii. you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities has we may reasonably require;
iv. you provide us with such information and materials we may reasonably require in order to supply the Sampling Services, and ensure that such information is complete and accurate in all material respects;
v. [you prepare your premises for the supply of the Services;]
vi. [you obtain and maintain all necessary licences, permissions and consents which may be required for the Sampling Services before the date on which the Sampling Services are to start;]
vii. [[you comply with all applicable laws, including health and safety laws;]]
viii. [you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;]
ix. [[ANY OTHER RELEVANT OBLIGATIONS?].]
b) If our ability to perform the Sampling Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
i. we will be entitled to suspend performance of the Sampling Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Sampling Services, in each case to the extent Your Default prevents or delays performance of the Sampling Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause [ ];
ii. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Sampling Services; and
iii. [it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.]
7. CAPACITY/INDEPENDENT CONTRACTOR
In providing the Sampling Services it is expressly agreed that the Supplier is acting as an independent contractor and not as an employee. The Supplier and the Customer acknowledge that the Contract does not create a partnership or joint venture between them and is exclusively a contract for services.
3. PAYMENT [AND EXPENSES]
a) The Sampling Services shall be provided free of charge.

b) [The Supplier shall be reimbursed from time to time for reasonable and necessary expenses incurred by the Supplier in connection with providing the Sampling Services. All expenses must be pre-approved by the Customer.]
4. CONFIDENTIALITY
a) Confidential information (the Confidential Information) refers to any data or information relating provided by the Customer to the Supplier in connection with the delivery of the Sampling Services, relating to the business of the Customer which would reasonably be considered to be proprietary to the Customer and that is not generally known in the industry of the Customer and where the release of that Confidential Information could reasonably be expected to cause harm to the Customer.

b) The Supplier agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Supplier has obtained, except:
i. as authorised by the Customer pursuant to the Contract or otherwise;
ii. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause [ ]; or
iii. as required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c) The obligations of confidentiality under this clause [ ] will apply during the period of one year from the date of your acceptance of these terms and conditions.
5. MARKETING
The Supplier may make reference to the Contract, the Sampling Services provided, and may use the Customer’s company name and logo for marketing and recruitment purposes provided that the Supplier maintains the confidentiality of Customer’s information as stipulated in clause [ ]).
6. OWNERSHIP OF INTELLECTUAL PROPERTY
a) All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the Intellectual Property) that is developed or produced in connection with the Sampling Services, will be the sole property of the Customer. The use of the Intellectual Property by the Customer will not be restricted in any manner.

b) The Supplier may not use the Intellectual Property for any purpose other than that contracted for in the Contract, except with the prior written consent of the Customer.

7. DATA PROTECTION
a) We will use any personal information you provide to us to:
i. provide the Sampling Services;
ii. process your payment for the Sampling Services; and
iii. inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
b) We will process your personal information in accordance with our privacy policy [https://www.joadesigns.co.uk/private-policy], the terms of which are incorporated into the Contract.
8. TERMINATION
a) Without limiting any of our other rights, we may suspend the performance of the Sampling Services, or terminate the Contract with immediate effect by giving written notice to you if:
i. you commit a material breach of any of these terms and conditions and (if such a breach is remediable) fail to remedy that breach within [10] days of you being notified in writing to do so;
ii. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business; or
iii. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
b) On termination of the Contract, you must return all of Our Materials. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.

c) Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

d) Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

9. RIGHT OF SUBSTITUTION
a. The Supplier may, at the Supplier’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Supplier under the Contract and the Customer will not hire or engage any third parties to assist with the provision of the Sampling Services.
b. In the event that the Supplier hires a sub-contractor, the Supplier will pay the sub-contractor for its services.
10. COMPLAINTS
In order to resolve a complaint regarding the Sampling Services please email us at [ADDRESS]
11. LIMITATION OF LIABILITY
a) References to liability in this clause [ ] includes every kind of liability arising under or in connection with these terms and conditions including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
b) Nothing in these terms and conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i) death or personal injury caused by negligence; and
ii) fraud or fraudulent misrepresentation.
c) Subject to clause [11(b)] the Supplier’s total liability to the Customer shall be limited to direct damages and shall not exceed an amount of [£TBC].
d) This clause [ ] specifies the types of Customer losses that are excluded:
i) loss of profits;
ii) loss of sales or business;
iii) loss of agreements or contracts;
iv) loss of anticipated savings;
v) loss of use or corruption of software, data or information;
vi) loss of or damage to goodwill; and
vii) indirect or consequential loss.
e) Unless the Customer notifies the Supplier that it intends to make a claim within [30] days of the earlier of Delivery and the date on which the Customer became, or ought reasonably to have become, aware of having grounds to make a claim in respect of the event, the Supplier shall have no liability for that event. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
f) This clause [ ] will survive termination of the Contract.
12. COMMUNICATIONS BETWEEN US
a) When we refer to “in writing” in these terms and conditions, this includes email.
b) Any notice or other communication given a Party under or in connection with the Contract must be in writing and be delivered in accordance with these terms and conditions.
c) A notice or other communication is deemed to have been received:
i) if delivered personally, on signature of a delivery receipt;
ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
iii) if sent if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, at 9.00am on the next working day.
d) In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
e) The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
13. ASSIGNMENT AND TRANSFER
a) We may assign or transfer our rights and obligations under the Contract to another entity. We will notify you in writing if this happens.
b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
14. VARIATION
The Supplier will provide the Customer with written notice of any changes to these term and conditions. By continuing to use the Sampling Services after such notification, you agree to be bound by any modified terms and conditions.
15. WAIVER
a) A waiver of any right or remedy under these terms and conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
b) A failure or delay by a Party to exercise any right or remedy provided under these terms and conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
16. SEVERANCE
a) If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the terms and conditions.
b) If any provision or part-provision of these terms and conditions is deemed deleted under clause [ ] the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
17. ENTIRE AGREEMENT
These terms and conditions constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements (including any non-disclosure agreements) promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to all aspects of the subject matters addressed herein.
18. THIRD PARTY RIGHTS
These terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
19. GOVERNING LAW
These terms and conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
20. JURISDICTION
Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms and conditions or its subject matter or formation.