TERMS AND CONDITIONS

Please read these terms and conditions carefully before using our services. By signing our Proposal or using our services, you agree to be bound by these terms and conditions.

1. Definitions. Capitalized terms have the following meanings: (a) “Proposal” means the Proposal, Statement of Work, purchase order, etc. for the Project agreed to between the parties; (b) “Project” means all work and Services requested by the Client in the Proposal; (c) “Client” means the entity Specified as the client in the Proposal; (d) “Services” means the work provided by the specialized team of engineers and technical writers focused on functional safety, firmware engineering, test engineering, or any other work requested in the Proposal; (e) “Specified” means as specified on the first page of the Proposal or in any accompanying Statement of Work; (f) “Statement of Work” means the document or part of Proposal specifying, without limitation, the scope, specifications, requirements, objective, and time frame of the Project that Reynolds & Moore will perform for Client; (g) “Terms and Conditions” means this document and any other policies of Reynolds & Moore; (h) “Affiliates” means, with respect to a particular person, any entity that directly or indirectly controls, is controlled by, or is under common control with such person.

2. Project Terms. Unless Reynolds & Moore has entered into a master agreement with Client or one of its Affiliates that would, by its terms, govern this project (any such agreement, a “Master Agreement”), the Proposal, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference (collectively the “Project Terms”), constitutes the entire and exclusive agreement between the Client and Reynolds & Moore. Reynolds & Moore’s beginning the Project is conditioned on Client’s agreement that any terms different from or in addition to the terms of the Proposal Terms, whether communicated orally or contained in any quote, proposal, pricing term sheet, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of the timing, shall not form a part of the Proposal Terms, even if Client purports to condition its acceptance of the Proposal on Reynolds & Moore’s agreement to such different or additional terms. The Proposal does not constitute a “firm offer” within the meaning of Section 2-205 of the Uniform Commercial Code, Section 2205 of the California Commercial Code, or any other laws or regulations with similar effect, and may be revoked at any time prior to acceptance. 

3. Acceptance. Client will be deemed to have accepted the Terms and Conditions upon the earliest of: (a) Client’s signing and returning a copy of the Proposal to Reynolds & Moore, (b) Client sending required data, materials, prototypes, etc. to Reynolds & Moore, or (c) Client acknowledging acceptance of the Proposal by other commercially acceptable means. In the event of a conflict among the terms of (i) a binding, accepted Proposal and (ii) the terms and conditions in this document, the terms of the Proposal shall govern for the specific requirements of the Services for that Project and these terms and conditions shall govern all other conflicts.

4. Client Forms. The Client may request to use its standard business forms to administer the Project, but use of such forms is for Client’s convenience only and does not alter the Terms and Conditions of the Reynolds & Moore Project Terms. REYNOLDS & MOORE WILL NOT BE BOUND BY, AND SPECIFICALLY OBJECTS TO, ANY TERMS OR CONDITIONS THAT ARE DIFFERENT FROM, INCONSISTENT WITH, OR IN ADDITION TO THE TERMS AND CONDITIONS OF THE PROJECT TERMS (WHETHER PROFFERED BY CLIENT ORALLY OR IN ANY ACCEPTANCE, CONFIRMATION, CORRESPONDENCE OR OTHERWISE), UNLESS REYNOLDS & MOORE (a) SPECIFICALLY AGREES TO SUCH TERM OR CONDITION IN A WRITING SIGNED BY REYNOLDS & MOORE AND (b) ACKNOWLEDGES IN THAT WRITING THAT SUCH TERM OR CONDITION REPLACES, OR IS IN ADDITION, TO THE TERMS OR CONDITIONS HEREIN.

5. Client Obligations: Our clients are responsible for providing us with accurate and complete information about their projects. If relevant, clients must also ensure that they have obtained all necessary approvals, access to systems or data, and permissions required for us to conduct our services. If Reynolds & Moore has to be on-site for any part of the Project, Client must provide us with a safe working environment for our employees and contractors.

6. Fees and Payment: The fees for our Services will be agreed upon in writing before the start of any work. Payment is due in full before any work begins, unless otherwise agreed upon in writing in the Proposal. In the event that payment is not made on time, Reynolds & Moore reserves the right to terminate Services without notice.

7. Project Timeline: Reynolds & Moore will provide a project timeline and deliverables for each Project in the Proposal. We will work diligently to meet the deadlines agreed upon but in the event of unforeseen circumstances, Reynolds & Moore may adjust the timeline to ensure the best possible outcome for the Project. The Client will be kept informed of any changes to the timeline or deliverables.

8. Intellectual Property: Unless otherwise specifically agreed to in the Proposal, Reynolds & Moore retains all rights to the intellectual property created or developed during the course of our Services. Reynolds & Moore’s intellectual property and confidential information is all information related to Reynolds & Moore’s processes, methods, formulas, and techniques and all innovations, developments, discoveries, designs, data, inventions (including improvements), software, products and processes, whether or not patentable or copyrightable, resulting directly or indirectly from Reynolds & Moore’s Services in regard to the Project (including, without limitation, those conceived by them with the use of the Client’s facilities, materials or personnel), which will belong to Reynolds & Moore unless otherwise specifically stated in the Proposal. All other information, not clearly and specifically stated in the Proposal as Client’s is Reynolds & Moore’s exclusive property. Upon request and without royalty or other compensation, Client will from time to time execute such documents and papers as may be appropriate to confirm Reynolds & Moore’s ownership of, all matters within the scope of this paragraph and the Project Terms. The Client agrees not to reproduce, distribute, or share any materials provided by Reynolds & Moore without written consent.

9. Confidentiality: Reynolds & Moore and Client will comply with the terms of any nondisclosure agreement between Client (or any of Client’s Affiliates) and Reynolds & Moore the “NDA”. If no such agreement exists or the NDA has expired or is no longer in full force and effect Reynolds & Moore and the Client and its Affiliates and its personnel will (a) keep confidential the terms and existence of this Project and all information obtained during the Project that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary and (b) use such information only for the purposes of this Project. Reynolds & Moore’s confidential information includes, without limitation, all supplies, blueprints, sketches, drawings, specifications and other technical or commercial information furnished by or developed for Client in connection with the Project, including specific work product of Reynolds & Moore. Client will not use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of Reynolds & Moore in any manner without prior written authorization. Parties will not disclose any confidential information to third parties without the prior written consent, unless required by law.

10. Liability: Reynolds & Moore will not be liable for any damages or loss arising out of or in connection with our Services, including but not limited to, loss of profits, revenue, or data. Reynolds & Moore will not be liable for any indirect, special, incidental or consequential damages arising from our Services. In the event state or federal law does not allow the waiver of liability to this extent, our liability shall be limited to the maximum extent possible under the relevant law and in no circumstance will be more than 25% of the amount paid by the Client for our Services for the Project.

11. Indemnity: Client will release, defend, indemnify, and hold harmless Reynolds & Moore and its officers, directors, members, owners, interest holder, agents, employees, and successors and assigns from any and all suits, actions, claims, damages, losses and expenses of any character, name, or description including reasonable attorney fees, brought on account of any injuries or damage, or loss (real or alleged) received or sustained by any person, persons, or property, arising out of Services provided under any Proposal including without limitation any claims for (i) breach of the Proposal or Project Terms, (ii) personal injury, bodily injury, property damage, and (iii) infringement of copyright, patent, or other proprietary right.

12. Termination: Either party may terminate the agreement for any reason upon 30 days written notice to the other party. Upon termination, the Client must pay for all Services rendered up to the date of termination, other reasonable costs already generated in the performance of Services, and any reasonable costs caused by the termination or in regard to the stopping or winding down of the Project resources. For prepaid Clients, if Client terminates the agreement, there will be no refund of the prepaid amount. 

13. Force Majeure: Either party shall be entitled to suspend performance of his obligations under the Project Terms to the extent that such performance is impeded or made unreasonably onerous by Force Majeure meaning any of the following circumstances: industrial disputes and any other circumstance beyond the control of the parties such as fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power, currency and export restrictions, epidemics, natural disasters, extreme natural events, terrorists acts, extensive malfunction of the Internet, and defects or delays in deliveries by sub-contractors caused by any such circumstance referred to in this paragraph. A circumstance referred to in this paragraph, whether occurring prior to or after the acceptance of the Proposal, shall give a right to suspension only if its effect on the performance of the Services could not be foreseen at the time of formation.

14. Governing Law, Claims, and Disputes: These terms and conditions shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of laws. 
    (a) Meeting. In the event of a dispute regarding the Services rendered under the Project Terms, upon five (5) business days’ notice, or earlier if it can be so arranged, Reynolds & Moore and Client shall meet either in person or by conference call or other technological means to discuss whether the Parties may agree to a resolution to the dispute and any action required, if any, to accomplish same.
    (b) Mediation. In the event such a dispute regarding the Services rendered under the Project Terms is not resolved by a Meeting, the Parties agree to mediation with a neutral, impartial mediator to be selected by the Parties. If there is no agreement on the Mediator, one shall be selected under the Commercial Mediation Rules of the American Arbitration Association. Said Mediation shall be held within thirty (30) days of the Meeting, or as the Parties may otherwise agree. The Parties agree to mediate any dispute or claim, under the mediation procedures of the American Arbitration Association, prior to undertaking arbitration as set forth in next paragraph. The mediation will be held in Keller, Tarrant County, Texas, unless otherwise agreed. The cost of the mediation service will be borne equally by the Parties.
    (c) Arbitration. In the event the Parties are not able to resolve a dispute by mediation, the Parties agree to submit the matter to confidential arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in force at the time the claim is submitted to arbitration. The arbitration will be held in Keller, Tarrant County, Texas, unless otherwise agreed. The award rendered by the arbitrator(s) will be final, and judgment on the award may be entered in United States Court for the District located in Tarrant County, Texas, or if such court lacks jurisdiction, then in the state district court for Tarrant County, Texas. Reynolds & Moore and Client hereby consent to the jurisdiction and venue of such courts and agree that they shall not contest or challenge the jurisdiction or venue of such courts with respect to enforcement of such arbitration award or decision.
    (d) Attorney Fees and Costs. In the event any legal action is undertaken to enforce or interpret any provision of this Agreement, including without limitation arbitration, the prevailing party in such legal action, as determined by the court or arbitrator, shall be entitled to receive from the other party the prevailing party’s reasonable attorneys’ fees and court costs.

15. General. A party does not waive any right under the Project Terms by failing to insist on compliance with any of the terms of this Project or by failing to exercise any right hereunder. The rights and remedies of the parties under the Project Terms are cumulative, and either party may enforce any of its rights or remedies under the Project Terms or other rights and remedies available to it at law or in equity. If any provision of the Project Terms is determined by any court or governmental authority to be unenforceable, the parties intend that the Project Terms be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable. Sections 9, 10, 11, and 13-18 will survive beyond Project performance under the Project Terms or termination or cancellation of the Proposal for any reason.

16. Notices. Either Party may, in its sole discretion, decide to deliver any documents related to the Proposal or any notices required by applicable law by email or any other electronic means to the contacts listed on the first page of the Proposal. Notices will be in English and will be effective when received. The Parties hereby consent to (i) conduct business electronically, (ii) receive such documents and notices by such electronic delivery, and (iii) sign documents electronically and agrees to participate through an on-line or electronic system established and maintained by Client or a third party.

17. Amendments: Reynolds & Moore reserves the right to amend these terms and conditions at any time by posting the amended terms on our website. The amended terms shall be effective immediately upon posting.

18. Entire Agreement: These Project Terms constitute the entire agreement between Reynolds & Moore and the Client with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.