These Terms & Conditions, together with any associated Quotation (together the “Agreement”), govern the commercial relationship between ADSL and Client. Where there is any conflict between the terms of these Terms & Conditions and the terms contained in any associated Quotation, these Terms & Conditions shall govern.

1. Scope of Services
1.1 ADSL shall provide professional drafting services (the “Services”) in accordance with the scope set out in a separately issued Quotation. Each Quotation shall define a specific project authorized by Client and shall contain applicable pricing for each completed project (the “Work Product”).
1.2 Each Quotation shall remain in effect until it has expired on its own terms, is terminated in accordance with this Agreement, or the Service authorized thereunder is completed.

2. Price, Payment and Timing.
2.1 The Services provided by ADSL shall be at the pricing set forth in the applicable Quotation. ADSL will submit invoices for charges, variations and expenses thereunder monthly. Client shall make payment of each invoice within thirty (30) days from the invoice date. Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less.
2.2 Client reserves the right to dispute any invoiced charges within 14 days of receipt. Any charges not disputed within this time period are deemed to have been accepted by Client. In the event of a disputed charge or charges, the Parties agree to enter into good faith negotiations in an attempt to resolve the disputed charge/charges.
2.2 The charges required to be paid hereunder do not include any amount for taxes or levies (including interest and penalties). Client shall reimburse ADSL for all sales, use, VAT, excise, property, or other taxes or levies which ADSL is required to collect or remit to applicable tax authorities.
2.3 ADSL reserves the right to unilaterally amend the delivery date contained in any correspondence in the event that Client fails to make timely payment to ADSL.

3. Client obligations
3.1 Client agrees to cooperate with ADSL by providing all documentation and information required by ADSL to perform the Services
3.2 ADSL acknowledges that all lead-in times are estimates contingent on Client providing all required information to ADSL in a timely manner. ADSL reserves the right to unilaterally amend the delivery date contained in any correspondence in the event that a) Client fails to provide ADSL with the information and documentation necessary to perform the Services, or b) where, after reviewing such documentation being provided by Client, ADSL reasonably determines that additional time is required to complete the Work Product.
3.3 Client agrees to notify ADSL of any errors or deficiencies (“Deficiencies”) with the Work Product no later than 14 days following delivery (the “Deficiency Period”). ADSL reserves the right to reject any such notice received after the Deficiency Period. In no event will any Deficiencies communicated by Client after the Deficiency Period relieve Client’s payment obligations under the Agreement.
3.4 ADSL Group shall not be held responsible for any Deficiencies if the client proceeds to fabrication without full approval from both the relevant Architect of Record (AOR) and Engineer of Record (EOR).
3.5 Client acknowledges and accepts that only final fabrication drawings should be used to fabricate products, and that ADSL accepts no responsibility for any harm or damage arising of client’s use of any other drawings, including approval drawings.
3.6 Client acknowledges and accepts that any design suggestions or recommendations made by ADSL regarding aspects of the design process for which ADSL has no direct responsibility, including, but not limited to, connections and members sizes, are not intended to be relied upon by client absent the independent review of both the AOR and EOR, and client acknowledges that ADSL shall bear no responsibility for any harm or damage arising out the incorporation of such designs into the project.
3.7 Client acknowledges and accepts that 3D drawings will only be provided to client upon full payment of the relevant project fee.
3.8 Client acknowledges and accepts that client is engaging ADSL to provide project drawings only, and any models produced by ADSL in conjunction with the preparation of such drawings remain the exclusive property of ADSL, and that client shall have no right to same.

4. Confidential Information; Non-Solicitation
4.1 ADSL and Client agree at all times to keep strictly confidential each other’s Confidential Information (as hereafter defined). “Confidential Information” shall mean any information, technical data or know-how including, but not limited to, that which comprises or relates to either party’s confidential and proprietary trade secrets, plans, policies, drawings, data, discoveries, research, development, specifications, processes, procedures, intellectual property, market research, marketing techniques and plans, business plans and strategies, financial models or dashboards, customer names and other information related to customers, price lists, pricing policies and financial information or other business and/or technical information and materials, in oral, demonstrative, written, electronic, graphic or machine-readable form and any analyses, compilations, studies or documents.
4.2 ADSL and Client shall at all times protect and safeguard each other’s Confidential Information and agrees not to in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in this Agreement.
4.3 Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party or (ii) is independently developed by other party using individuals who have had no contact with the disclosing party’s Confidential Information. In addition, the parties shall not be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and/or engage in other efforts to minimize the required disclosure. The parties shall cooperate in seeking the protective order and engaging in such other efforts.

5. Warranties
5.1 ADSL warrants that all Services performed under this Agreement shall be performed in a workmanlike and professional manner.
5.2 ANY WARRANTIES OF THE PARTIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE THE SOLE WARRANTIES MADE BY THE PARTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. IN ANY JURISDICTION WHICH DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES, TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, SHALL BE LIMITED TO THE TERM OF THIS AGREEMENT. IN ALL INSTANCES, CLIENT’S SOLE REMEDY FOR BREACH OF ANY SUCH WARRANTY SHALL BE LIMITED TO THE REPERFORMANCE OF THE SERVICE AT ISSUE.

6. Limitation of Liability and Indemnification
6.1 IN RECOGNITION OF RELATIVE RISKS, REWARDS, AND BENEFITS OF THE SERVICES TO BOTH CLIENT AND ADSL, THE RISKS HAVE BEEN ALLOCATED SO THAT CLIENT AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, ADSL’S TOTAL LIABILITY TO CLIENT FOR ANY AND ALL INJURIES, CLAIMS, LOSSES, EXPENSES, DAMAGES, OR CLAIM EXPENSES ARISING OUT OF THIS AGREEMENT, FROM ANY CAUSES SHALL NOT EXCEED THE LESSER OF I) $20,000, OR II) A SUM EQUAL TO THE AMOUNT PAID BY CLIENT TO ADSL IN THE TWELVE MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. SUCH CAUSES INCLUDE, BUT ARE NOT LIMITED TO ADSL’S NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF AGREEMENT OR BREACH OF WARRANTY.
6.2 Client shall indemnify and hold harmless ADSL and its respective officers, directors, members, employees, Consultants, agents and successors and assigns (“Indemnified Parties”) against (i) any and all demands, claims, and causes of action initiated by a third party in connection with any Services or advice rendered to Client by the Indemnified Parties (“Third Party Claim”); and (ii) any and all damages, costs, expenses, penalties, losses and liabilities arising from or related to a Third Party Claim (whether under a theory of negligence, strict liability, contract or otherwise), incurred by Indemnified Parties including, without limitation, reasonable attorneys’ fees and costs and investigative costs (collectively, “Loss”), except that Client shall not indemnify Indemnified Parties for any Loss arising from ADSL’s gross negligence or intentional or willful misconduct or for which indemnification would not be permitted under applicable law. Subject to the preceding sentence, indemnification shall apply even if the Loss is due in whole or in part to the negligence of any Indemnified Parties. The contract rights to indemnification conferred under this paragraph shall not be exclusive of any other right that any Indemnified Party may have or acquire.

7. Termination
7.1 This Agreement, including any Quotation hereunder, may be terminated prior to expiration or completion in accordance with the following: (i) by ADSL without cause on thirty (30) days prior written notice; (ii) or by either party in the event the other has materially failed to perform any material obligation required to be performed under this Agreement or a Quotation and such failure is not corrected within thirty (30) days from receipt of written notice advising of such failure from the other party.
7.2 In the event of expiration or termination in accordance with Section 7.1, Client shall pay a pro rata portion of any Service, for which payments have not been made. Upon termination or expiration of this Agreement or any Quotation, each party shall deliver to the other all copies of all applicable Confidential Information of the other party.

8. General Terms and Conditions
8.1 Independent Contractor. ADSL is an independent contractor and nothing in this Agreement shall be deemed to make ADSL an agent, employee, partner or joint-venturer of Client. ADSL shall have no authority to bind, commit, or otherwise obligate Client in any manner whatsoever.
8.2 Expenses and Attorneys’ Fees. In the event any action is brought to enforce any provision of this Agreement or to declare a breach of the Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees, incurred thereby.
8.3 Notices. Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified on the corresponding Quotation or to such other address as the parties may designate in writing.
8.4 Force Majeure. ADSL shall not be liable to Client for any delay or failure of ADSL to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of ADSL. Such causes shall include, but are not limited to, acts of God, floods, fires, global pandemics (with the exception of Covid-19), loss of electricity or other utilities, or delays by Client in providing required resources or support or performing any other requirements hereunder.
8.5 The ADSL [Terms and Conditions] will govern the commercial relationship between the parties and unless specifically agreed in writing and countersigned by ADSL’s President, no terms or conditions delivered with or contained in Customer’s purchase order, order form, acceptances, specifications, contract or similar documents will form part of the contract between the parties, and by using ADSL’s services, Customer hereby waives any right which it might have to rely on such terms or conditions.
8.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersede all proposals, prior discussions and writings between the parties with respect thereto. Any signed copy of this Agreement made by reliable means (e.g., photocopy or facsimile) shall be considered an original.
8.7 Modifications. The parties agree that this Agreement cannot be altered, amended or modified, except in writing which is signed by an authorized representative of both parties. Additional work or scope to be delivered under a Quotation will be completed only under the terms of an additional mutually agreed upon Quotation signed by an authorized representative of both parties.
8.8 Headings. Headings are for reference purposes only, have no substantive effect, and shall not enter into the interpretation hereof.
8.9 No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
8.10 Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
8.11 Survival. The provisions set forth in Sections 2, 3, 4, 5, and 6 of this Agreement shall survive termination or expiration of this Agreement.
8.12 Choice of Law. This Agreement shall be construed for all purposes in accordance with the laws of the state of New York without regard to the conflicts of law provisions of any state or jurisdiction. Any action or suit related to this agreement shall be subject to the exclusive jurisdiction of the courts in New York County, New York.