Terms of Service

1. Scope of Services

Smartimate provides hardware engineering, firmware development, software solutions, and manufacturing services. The specific deliverables, timelines, and costs for each project will be defined in a separate Statement of Work (SOW) or Quote agreed upon by both parties.

2. Client Obligations

To ensure project success, the Client agrees to:

• Provide accurate and complete technical requirements (specifications, schematics, CAD files) prior to project commencement.
• Respond to engineering queries and approval requests in a timely manner (typically within 3 business days) to avoid delays.
• Ensure they hold the necessary rights or licenses for any third-party IP provided to Smartimate for integration.

3. Payment Terms

A. Billing

Invoices will be issued according to the milestones defined in the SOW. Standard payment terms are Net 15 or Net 30, depending on the contract agreement.

For PCB fabrication and 3D printing the payment is 100% in advance and no refund will be provided.

For hardware / Components sold the payment will be 100% advance and there will be no cancellations or refunds once item is dispatched .

B. Late Payments

Late payments may incur a fee of 1.5% per month on the outstanding balance. Smartimate reserves the right to pause work on any project if payments are overdue by more than 14 days.

4. Intellectual Property (IP) Rights

A. Client Ownership

Upon full payment of all fees, the Client shall own all rights, title, and interest in the custom “Deliverables” created specifically for the Client, including schematic files, PCB layouts, source code, and manufacturing files.

B. Smartimate Background IP

Smartimate retains ownership of its pre-existing frameworks, libraries, design patterns, and tools (“Background IP”) used to create the Deliverables. The Client is granted a perpetual, non-exclusive, royalty-free license to use such Background IP as embedded within the Deliverables.

C. Manufacturing by Partners and Subcontractors

You agree that we may fabricate, assemble, finish or test all or part of your order through manufacturing partners and subcontractors instead of, or in addition to, our own production line. We may do this where your board is outside our in-house capability, where you have selected a fabrication speed our own schedule cannot meet, or where partner capacity is needed to meet the delivery date quoted to you. Some of these partners are located outside India.

For that purpose, and for that purpose only, you grant us a limited, non-exclusive, non-transferable licence to reproduce your design and manufacturing files and to disclose them to such a partner to the extent required to produce and deliver your order. This licence exists solely to allow us to perform this contract; it confers no ownership on us or on any partner, and it ends when your order is complete.

We will require each such partner to use your files only to produce your order, to keep them confidential, and not to disclose, resell, publish or reuse your design for any other customer or purpose.

We remain responsible to you for the order under these Terms regardless of who physically manufactures it. Nothing in this clause transfers, licenses or diminishes your ownership of your designs as set out in clause 4(A).

If you do not want your order manufactured by a partner, tell us in writing before payment, or immediately after placing the order. We will confirm whether we can produce it in-house and what that means for the price and lead time. Where we cannot, we will cancel the order and refund it in full before production begins. Where you require it, we will execute a Non-Disclosure Agreement before you send us any files.

5. Warranties and Liability

A. No Warranty for Prototypes

Prototypes and engineering samples are provided “AS IS” for testing and evaluation purposes only. They are not intended for consumer use or resale without further regulatory certification (FCC/CE/UL), which is the Client’s responsibility unless otherwise contracted.

B. Limitation of Liability

To the maximum extent permitted by law, Smartimate’s total liability for any claim arising out of these Terms or the services provided shall not exceed the total amount paid by the Client for the specific project milestone giving rise to the claim.

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information exchanged during the project. We are happy to execute a separate Mutual Non-Disclosure Agreement (NDA) to provide additional protection for sensitive projects.

Our confidentiality obligation is not breached by disclosure to a manufacturing partner or subcontractor under clause 4(C), provided that partner is itself bound to keep your information confidential and to use it only to produce your order.

7. Termination

Either party may terminate a project for material breach of these Terms with 14 days’ written notice. Upon termination, the Client shall pay for all work completed and expenses incurred up to the effective date of termination.

8. Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, and the courts located in Jajpur, Odisha shall have exclusive jurisdiction, without regard to its conflict of law provisions.

9. Contact Information

For legal inquiries regarding these Terms:

Address: Plot 217, Purusottampur, Jajpur Town, Odisha 755001, India