Terms and Conditions

Our standard terms and conditions are as follows:

1.     General

These General Terms and Conditions for Engineering Products and Services shall apply in as much as and so far as the parties have made no other written agreements in individual cases. These terms and conditions are applicable to the client who is intends to or is using our products and services.

2.     Confidentiality

The parties shall treat all information and documentation exchanged under this contract except the engineering documentation as confidential and make it known or accessible to third parties only to the extent necessary for the performance of the contract. Use the Confidential Information only for the purpose for which it was provided and for no other purpose

3.     Fees

The Company shall charge and the Client shall pay the amounts set out or calculated based on the nature of work. Where the fees are to be calculated on a time and materials basis, the Company may increase those fees on giving not less than one month’s written notice to the Client. The Client shall in addition reimburse the Company for expenses that are incurred during the course of work provided they are reasonable and properly incurred.

4.     Payment
The Company shall invoice the Client or send the purchase or other expenses invoice on the basis set out in the Schedule or in the relevant Statement of Works or, if payment details are not set out, monthly in arrears. The Client shall pay all valid and properly submitted invoices not later than 30 days after they are received or at such other times as may be specified in the Schedule or the relevant Statement of Works. If the Client does not pay any invoice by the due date for payment the Company may, without prejudice to any other rights and remedies that it may have. suspend provision of the Services until payment in full including any penalty/late fee is received. The Client shall pay all invoices in full without any set-off or deduction.

5.     Changes

Supplementary services or change requests by Buyer regarding the scope of engineering services will be invoiced separately based on the agreed hourly rate for engineering services.

6.     Intellectual Property

All Intellectual Property Rights that are created in the course of the provision of the Services and in the Deliverables shall belong to the Company. The Client shall have a royalty free, perpetual licence to use those rights as envisaged by this Agreement to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business. Onefit Projects reserves all intellectual property rights on the engineering products, services, documentation and information provided to client, in particular copyright, right of inventions and confidential know-how (“IP-Rights”). The client shall not disclose such Documents and information received by Onefit Projects to third parties without prior written consent.        

7.     Start of engineering services

The start of engineering services shall be subject to the execution of the agreed advance payment by Buyer.

8.     Delivery and taking over of engineering services

Delivery shall be regarded as completed on the date of receipt of the engineering documentation specified in the contract. The time schedule in accordance with this contract is preconditioned on the due fulfilment of all contractual obligations by client. In case client doesn’t fulfil its payment obligations or any other contractual obligations in time, the time schedule will be adjusted accordingly. In case of non-conformity of the engineering services provided under the contract, Onefit Projects right to take remedial steps within a reasonable time-frame to be agreed upon between the parties. In no case shall Buyer be entitled to a price reduction in case of non-conformity.

9.     Risk of loss and failure

The benefit and the risk of the engineering products and services shall pass to client with its delivery. R&D projects have the risk of failing. The financial risk associated with R&D projects failure solely rest upon the client. All the cost of project will be incurred by client. Onefit projects is not liable to repay any amount in case of failure of R & D projects.

10.  Force majeure

Onefit Projects shall have not have any liability for any failure to perform or delay in performing any of its obligations under this Agreement if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control. If a party is affected by any circumstance or event, that party shall notify the other party as soon as reasonably practicable and the parties shall each. Use all reasonable endeavours to minimise the impact on the obligations that are affected.

11.  Personal Agreement

This Agreement is personal to the Company and the Client and neither of them shall assign any of their rights under this Agreement without the prior written consent of the other.
      

12.  Resolution of Disputes

If any differences or disputes arise between the Company and the Client in connection with this Agreement, they shall use all reasonable endeavours to resolve them by discussions between themselves, escalating the issues through their respective management structures up to their chief executive officers if necessary.