Terms & Conditions

1. Agreement to Terms

By engaging SP Engineering Solutions ("Company", "we", "us", or "our") for mechanical engineering consulting, product design, CAD modeling, FEA analysis, manufacturing support, technical documentation, or other engineering services (the "Services"), you ("Client") agree to be bound by these Terms and Conditions. If you disagree with any part of these terms, you may not engage our Services.

2. Scope of Services

SP Engineering Solutions provides professional mechanical engineering consulting services including but not limited to:

• Mechanical engineering consulting and design support
• Product design and development services
• CAD modeling and 2D engineering drawings
• Engineering analysis and FEA simulations
• Manufacturing engineering and production support
• Technical documentation and BOM preparation
• Design reviews and feasibility studies
• Engineering change management and quality initiatives

The specific scope of work, deliverables, timelines, and fees will be outlined in a separate Statement of Work (SOW), Engineering Services Agreement, or project proposal agreed upon by both parties.

3. Client Responsibilities

The Client agrees to:

• Provide complete and accurate project requirements, specifications, and reference materials.
• Designate a point of contact for timely decision-making and feedback during the project.
• Review deliverables promptly and provide feedback within agreed timelines.
• Obtain all necessary rights, licenses, and permissions for any proprietary information shared with us.
• Make timely payments as outlined in the project proposal or SOW.

4. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary information, trade secrets, technical data, product designs, and business information shared during the consulting engagement. We are happy to sign Client-provided Non-Disclosure Agreements (NDAs) or provide our standard NDA upon request. Confidential information shall not be disclosed to third parties without prior written consent, except as required by law.

5. Intellectual Property Rights

Client Property: All intellectual property rights to the Client's original designs, product specifications, patents, trademarks, and proprietary information remain solely with the Client.

Deliverables: Upon full payment for services rendered, the Client receives ownership of the specific engineering deliverables created for the project, including CAD models, engineering drawings, FEA reports, and technical documentation, subject to the terms outlined in the SOW.

Company IP: SP Engineering Solutions retains ownership of its methodologies, engineering processes, templates, software tools, and any pre-existing intellectual property used in providing the Services.

6. Fees and Payment Terms

Fees for engineering services are outlined in the project proposal or SOW. Payment terms are typically:

• 50% upfront retainer for projects under $10,000
• 30% upfront, 30% at milestone, 40% upon delivery for larger projects
• Hourly billing for time-and-materials engagements
• Invoices are due within 15-30 days of receipt unless otherwise specified
• Late payments may incur interest at 1.5% per month or the maximum allowed by law

7. Project Timeline and Delivery

Estimated timelines are provided in good faith based on project requirements at the time of engagement. Delays may occur due to:

• Client response times for feedback and approvals
• Changes in project scope or requirements
• Unforeseen technical challenges or complexities
• Circumstances beyond reasonable control (force majeure)

We will communicate any anticipated delays promptly and work with the Client to adjust timelines as needed.

8. Scope Changes and Change Orders

Any changes to the project scope, requirements, or deliverables must be documented in a written Change Order. Additional fees and timeline adjustments will be agreed upon before implementing changes. Work performed outside the original scope without a Change Order may be billed at our standard hourly rate.

9. Warranties and Disclaimer

SP Engineering Solutions warrants that engineering services will be performed in a professional manner consistent with industry standards. However:

• Engineering analyses and recommendations are based on information provided by the Client and available data at the time.
• We do not warrant that designs or solutions will meet all unspecified or future requirements.
• Final testing, validation, and implementation remain the Client's responsibility.
• Services are provided "as is" to the extent permitted by law.

10. Limitation of Liability

To the maximum extent permitted by law, SP Engineering Solutions shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Costs of substitute products or services
• Claims arising from Client's use of engineering deliverables without proper testing or validation

Our total liability for any claim arising from these Terms or our Services shall not exceed the total fees paid by Client for the specific project giving rise to the claim.

11. Indemnification

The Client agrees to indemnify and hold harmless SP Engineering Solutions, its members, managers, and employees from any claims, damages, losses, or expenses arising from:

• Client's use of engineering deliverables without proper testing or validation
• Client's violation of applicable laws or third-party rights
• Information or specifications provided by Client that are inaccurate or incomplete
• Modifications to deliverables made by Client or third parties without our involvement

12. Termination

Either party may terminate an engagement with written notice if the other party materially breaches these Terms and fails to cure the breach within 15 days of notice. Upon termination:

• Client shall pay for all work completed and expenses incurred up to the termination date
• We will deliver all completed deliverables for which payment has been received
• Both parties shall return or destroy confidential information as requested

13. Independent Contractor Status

SP Engineering Solutions is an independent contractor, not an employee, partner, joint venturer, or agent of the Client. Nothing in these Terms creates any employment, partnership, or agency relationship. We are solely responsible for our own taxes, benefits, and insurance.

14. Limitation on Time to File Claims

Any claim or cause of action arising from these Terms or our Services must be filed within one (1) year after the claim arose, or it shall be permanently barred.

15. Entire Agreement

These Terms, together with any SOW, proposal, NDA, or signed agreement, constitute the entire agreement between the parties regarding the Services. Any prior agreements, representations, or understandings are superseded. These Terms may only be amended in writing signed by both parties.

16. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

17. Contact Us

If you have any questions about these Terms & Conditions, please contact us:

• SP Engineering Solutions
• Attn: Sukanya Puthalapattu, Principal Design Engineer
• United States (Remote / Nationwide)