Terms and Conditions for Design Work and Custom Hardware Builds

1. These Terms and Conditions (“Terms”) govern the provision of electronic engineering design work and custom hardware build services by Jefi Electronic services Pty Ltd (“we”, “us”, or “our”), an Adelaide-based business, to you (“Client”). By engaging our services or placing an order, you agree to be bound by these Terms.1. Scope of Services

• We provide electronic engineering services, including design work (e.g., schematics, PCB layouts, firmware) and custom hardware builds (collectively, “Services”) as specified in the agreed project proposal, quotation, or contract (“Agreement”).
• All Services are subject to these Terms unless otherwise agreed in writing

2. Intellectual Property (IP) Ownership

• Ownership Until Payment: All intellectual property rights (including but not limited to designs, schematics, prototypes, firmware, documentation, and other deliverables) created during the provision of Services (“Work Product”) remain the sole property of [Your Business Name] until full payment for the Services is received.
• Transfer Upon Payment: Upon receipt of full payment, we grant the Client a non- exclusive, perpetual, worldwide license to use the Work Product for the intended purpose, unless otherwise specified in the Agreement. Any additional IP transfer (e.g., exclusive ownership) must be explicitly agreed in writing.
• Pre-existing IP: Any pre-existing IP owned by [Jefi Electronic Services Pty Ltd (e.g., proprietary tools, software, or design libraries) remains our property and is licensed to the Client solely for use in the Work Product as delivered.
• Client IP: If the Client provides materials or IP for incorporation into the Work Product, the Client warrants that they have the right to use and provide such materials. The Client retains ownership of their pre-existing IP, and we will use it only for the agreed Services.

3. Custom Hardware Orders

• Non-Cancellable Orders: Orders for custom hardware builds are non-cancelled once production has commenced, as these are bespoke products tailored to the Client’s specifications. Production commencement is defined as the point at which we begin procurement of materials or manufacturing processes.
• Non-Refundable Deposits: Any deposits or progress payments for custom hardware builds are non-refundable, except as required by applicable law (e.g., Australian Consumer Law for Australian clients).
• Client Specifications: The Client is responsible for ensuring the accuracy and completeness of specifications provided for custom hardware. We are not liable for errors or delays caused by incorrect or incomplete Client specifications.

4. Payment Terms

• Payment Schedule: Payments must be made in accordance with the schedule outlined in the Agreement. Typically, a deposit (e.g., 30–50%) is required before work begins, with the balance due upon completion or delivery.
• Late Payments: Overdue payments will incur interest at a rate of [insert rate, e.g., 1.5% per month] or the maximum permitted by law, whichever is lower. We reserve the right to withhold delivery of Work Product or hardware until full payment is received.
• Currency: All payments must be made in Australian Dollars (AUD) unless otherwise agreed in writing.

5. Delivery and Acceptance

• Delivery: We will deliver the Work Product or custom hardware within the timeline specified in the Agreement, subject to Client providing timely approvals, specifications, and payments. Delays caused by the Client or unforeseen circumstances (e.g., supply chain issues) may extend delivery timelines.
• Acceptance: The Client must inspect and accept the Work Product or hardware within [insert period, e.g., 7 days] of delivery. If no objections are raised in writing within this period, the deliverables are deemed accepted.

6. Warranties and Liability

• Our Warranty: We warrant that Services will be performed with reasonable care and skill and that custom hardware will be free from defects in materials and workmanship for 90 days from delivery, subject to proper use by the Client.
• Limitations: To the maximum extent permitted by law, our liability is limited to the cost of the Services or hardware provided. We are not liable for indirect, consequential, or incidental damages (e.g., loss of profits).
• Australian Consumer Law: For Clients in Australia, nothing in these Terms excludes or limits your statutory rights under the Australian Consumer Law, including guarantees of acceptable quality and fitness for purpose.

7. Confidentiality

• We will treat all Client-provided information (e.g., specifications, designs, or business details) as confidential and will not disclose it to third parties without your consent, except as required by law.
• This obligation survives the termination of the Agreement.

8. Non-Cancellation and Termination

• Design Work: Design work may be terminated by either parrty with 14 days written notice. The Client is liable for payment of all work completed up to the termination date.
• Custom Hardware: As per Clause 3, custom hardware orders are non-cancellable once production commences. Termination of the Agreement does not relieve the Client of payment obligations for custom hardware already in production.

9. Governing Law and Jurisdiction

• These Terms are governed by the laws of South Australia, Australia. Any disputes arising under these Terms will be subject to the exclusive jurisdiction of the courts of South Australia.
• For international Clients, these Terms apply to the extent permitted by local laws. The Client is responsible for compliance with any applicable local regulations.

10. International Operations

• For Services provided outside Australia, we will comply with these Terms and any additional requirements specified in the Agreement. The Client is responsible for any import duties, taxes, or compliance with local laws related to the receipt of Work Product or hardware.
• IP ownership and non-cancellation policies apply globally unless otherwise agreed in writing.

11. General Provisions

• Amendments: These Terms may only be amended in writing signed by both parties.
• Force Majeure: We are not liable for delays or failures due to events beyond our reasonable control (e.g., natural disasters, supply chain disruptions).
• Entire Agreement: These Terms, together with the Agreement, constitute the entire understanding between the parties and supersede all prior agreements.

Contact Us: For questions or concerns regarding these Terms, please contact Jefi Electronic Services Pty Ltd by email at admin@jefiservices.com.au.