Standard Terms of Service
These terms govern all services provided by Nova Synergy Group LLC, dba Machining Partner LLC. They are incorporated by reference into every quotation, work authorization, purchase order, and invoice issued by Machining Partner.
These Standard Terms of Service (the “Terms”) govern all services provided by Nova Synergy Group LLC, dba Machining Partner LLC (“Machining Partner”) to the client identified on the applicable quotation, purchase order, or invoice (the “Client”).
Acceptance. Issuing a purchase order, authorizing work, or making payment constitutes acceptance of these Terms. Any conflicting or additional terms in a Client purchase order, vendor portal, or other document are rejected and have no effect unless expressly accepted by Machining Partner in a signed writing.
Order of precedence. Where a term of a signed Quotation & Work Authorization (Form MP-QT-01) conflicts with these Terms, the Quotation controls.
1. Services
Machining Partner provides CNC programming, CMM programming, metrology, and related manufacturing engineering services. Services are performed by qualified independent contractors engaged, vetted, and managed by Machining Partner under written confidentiality, intellectual-property, and export-control agreements.
Machining Partner is a services and staffing firm. It is not a machine shop, a calibration laboratory, or an accredited inspection body, and it does not certify parts.
2. Scope, Estimates & Change Orders
- Each engagement is defined by a written quotation or scope of work. Hour estimates are estimates, not fixed-price quotations, unless expressly stated as fixed.
- Work is billed hourly at the rate stated in the quotation unless a fixed price is agreed in writing.
- Changes to scope, revision level, drawings, models, fixturing, or machine configuration after work has begun may change the estimate. Machining Partner shall notify the Client before incurring materially additional hours.
- Deliverables are the programs, code, and accompanying documentation specified in the quotation.
3. Client Responsibilities
The accuracy and completeness of the information the Client provides determines what Machining Partner can deliver. The Client shall be responsible for:
- Providing correct, current, and complete drawings, CAD models, revision levels, tolerances, GD&T, machine and probe configuration details, and any fixturing information necessary to perform the work.
- Providing timely, working remote access where the engagement is performed on the Client’s system, including any required software license seat.
- Simulation, verification, prove-out, first-article validation, and final acceptance of all deliverables on the Client’s own equipment before production use.
- Determining the export-control classification of all parts, drawings, models, and technical data provided, and identifying in writing any item subject to ITAR or EAR before it is transmitted to Machining Partner.
- Inspecting deliverables and notifying Machining Partner of any nonconformity within thirty (30) days of delivery.
4. Remote Access & Client Systems
Where an engagement is performed by remote session into the Client’s workstation, machine control, or software seat, the following apply in addition to all other Terms.
(a) Backups are the Client’s responsibility, and a condition of access. Before any remote session begins, the Client shall create and verify complete, current backups of all machine parameters, control settings, tool and work offsets, post processors, software configurations, and existing programs on every system to which access is granted. The Client warrants that such backups exist and are restorable. Machining Partner shall have no liability for any loss, corruption, or alteration of data, settings, parameters, or programs where the Client has failed to maintain a verified backup.
(b) Named systems only. The Client shall identify in writing the specific systems, workstations, and software seats to which access is granted. Machining Partner shall not knowingly access any system outside that scope.
(c) Pre-existing conditions. Machining Partner shall not be liable for any fault, defect, misconfiguration, corruption, malware, licensing deficiency, or other condition existing on the Client’s systems prior to the commencement of a remote session, nor for any consequence arising from such a condition, whether or not it becomes apparent during or after the session.
(d) Software licensing warranty. The Client warrants that its software licenses permit operation of the licensed software by a third party through remote access, and that granting such access does not breach any license, subscription, or vendor agreement to which the Client is subject. The Client shall indemnify Machining Partner against any claim brought by a software vendor or licensor arising from the Client’s grant of remote access. Machining Partner has no independent duty to review the Client’s license terms.
(e) Session logs. Machining Partner may record connection logs, session times, and a record of actions taken during any remote session. Such logs shall be admissible as evidence of the scope and content of the work performed, and shall govern in the event of a dispute as to what occurred during a session.
(f) Access credentials. Credentials provided to Machining Partner shall be used solely for the authorized engagement. The Client shall revoke or rotate all credentials promptly upon completion of the engagement.
5. Verification, Prove-Out & Acceptance
(a) No production use without verification. No program or code delivered by Machining Partner may be run on production hardware or against production parts until the Client has completed simulation and verification and has confirmed the deliverable is fit to run. Verification is a condition precedent to production use, not an optional step.
(b) Prove-out is the Client’s responsibility. Unless the quotation expressly includes prove-out as a separate priced line item, all deliverables are provided for prove-out by the Client or under the Client’s qualified supervision. Machining Partner has no control over the Client’s machine condition, tooling, fixturing, workholding, probe calibration, machine kinematics, control configuration, or operator practice, and accepts no liability arising from any of them.
(c) Deemed acceptance. Deliverables are deemed accepted upon the earlier of (i) written acceptance by the Client, (ii) production use, or (iii) thirty (30) days after delivery without written notice of nonconformity.
6. Warranty & Rework
Machining Partner warrants that services shall be performed in a professional and workmanlike manner consistent with industry standards. If a deliverable does not conform to the agreed scope due to an error of Machining Partner, and the Client gives written notice within thirty (30) days of delivery, Machining Partner shall correct it promptly at no additional charge. This rework remedy is the Client’s sole and exclusive remedy for any defect in the services.
Except as expressly stated in this section, all services and deliverables are provided without warranty of any kind, and Machining Partner disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
7. Limitation of Liability
(a) Cap. The total aggregate liability of Machining Partner, its members, employees, and contractors, arising out of or relating to any engagement or these Terms, under any theory of liability, shall not exceed the total fees actually paid by the Client to Machining Partner for the specific engagement giving rise to the claim.
(b) No liability for machine damage. Machining Partner shall have no liability for damage to any machine tool, coordinate measuring machine, spindle, probe, stylus, tooling, fixture, workholding, or workpiece, or for any machine crash, collision, or over-travel, however caused. The Client acknowledges that such outcomes are controlled by the Client’s verification, prove-out, machine condition, and operator practice, all of which are the Client’s responsibility under Sections 4 and 5.
(c) Excluded damages. In no event shall Machining Partner be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost production, machine downtime, scrapped or damaged parts, cost of cover, data loss, or business interruption — whether or not Machining Partner was advised of the possibility of such damages.
(d) Claim window. No claim may be brought against Machining Partner unless written notice of the claim is given within thirty (30) days of the event giving rise to it, and any action must be commenced within one (1) year of delivery of the deliverable concerned.
(e) Basis of the bargain. The Client acknowledges that the fees charged reflect this allocation of risk, and that Machining Partner would not provide the services on these commercial terms without it.
8. Personnel & Direct Technical Communication
Machining Partner performs engagements through independent contractors under written agreement. Where useful, Machining Partner may authorize the assigned contractor to communicate directly with the Client’s technical personnel during an active engagement, through a Machining Partner email address, for technical execution only.
Such communication does not create a contractual, employment, or working relationship between the Client and the contractor, and does not alter the fact that Machining Partner is the sole contracting party. All commercial matters — pricing, scope, change orders, invoicing, and scheduling — shall be directed to Machining Partner.
9. Non-Solicitation & Conversion Fee
Machining Partner sources, vets, contracts with, and introduces the specialist personnel who perform the Client’s work. That introduction has independent commercial value. Accordingly:
(a) Restriction. During any engagement and for twenty-four (24) months following the completion or termination of the last engagement in which a given contractor participated, the Client shall not, directly or indirectly, engage, hire, retain, or contract with that contractor — whether as an employee, independent contractor, consultant, or through any affiliate, subsidiary, staffing intermediary, or other entity — without first paying Machining Partner the Conversion Fee. This applies regardless of which party initiates contact.
(b) Conversion Fee. The greater of (i) twelve thousand five hundred U.S. dollars ($12,500), or (ii) twenty-five percent (25%) of the contractor’s total first-year compensation from the Client, including salary, contract fees, bonuses, and equivalents. Where the direct engagement is project-based rather than ongoing, the fee is the greater of $12,500 or twenty-five percent (25%) of the total contract value.
(c) Permitted transaction. Direct engagement is permitted — not prohibited — upon payment of the Conversion Fee. Machining Partner shall not unreasonably withhold consent where the Fee is paid. The Client shall notify Machining Partner in writing before extending any offer, and Machining Partner shall confirm the applicable Fee within five (5) business days.
(d) Remedy. Engagement of a contractor in breach of this Section obligates the Client to pay the Conversion Fee plus Machining Partner’s reasonable attorneys’ fees and costs of collection. The Client shall not structure any arrangement designed to avoid this Section, including a delayed start, an intermediary, or engagement of a contractor’s affiliated entity.
(e) Survival. This Section survives completion or termination of any engagement and of these Terms. The limitation of liability in Section 7 does not apply to amounts owed under this Section.
10. Fees, Invoicing & Payment
- Invoices are due net fifteen (15) days from the invoice date unless stated otherwise on the invoice or quotation.
- New clients and engagements under $2,500 may be invoiced in advance or may require a deposit.
- Late amounts accrue interest at 1.5% per month, or the maximum permitted by law, whichever is less. The Client shall be responsible for costs of collection, including reasonable attorneys’ fees.
- Machining Partner may suspend work or withhold delivery of any work product while any invoice is past due.
- All fees are exclusive of taxes, which are the Client’s responsibility.
11. Pricing & Commercial Confidentiality
The rates paid by Machining Partner to its contractors, and the margin between those rates and the rates charged to the Client, are confidential business information of Machining Partner. The Client shall not solicit that information from any contractor, and no contractor is authorized to disclose it. Nothing in these Terms entitles the Client to disclosure of Machining Partner’s cost basis, and Machining Partner’s pricing to the Client is not represented as a pass-through of contractor cost.
12. Confidentiality
Each party shall hold the other’s non-public information in confidence and use it solely for the purposes of the engagement. Client drawings, models, and technical data shall be held in confidence, disclosed only to personnel bound by written confidentiality obligations at least as protective as these Terms, and shall not be retained beyond the engagement except as required by law. Where a separate mutual non-disclosure agreement has been executed between the parties, that agreement shall control as to confidentiality.
13. Intellectual Property
Upon full payment of all amounts due for an engagement, all deliverables created specifically for the Client under that engagement shall become the Client’s property. Machining Partner retains ownership of its own pre-existing methods, templates, know-how, tooling libraries, and general expertise, none of which are exclusive to any client. Machining Partner shall not use the Client’s name, logo, drawings, or project details in any portfolio or marketing material without the Client’s prior written consent.
14. Export Control
The Client shall be solely responsible for classifying its technical data under the International Traffic in Arms Regulations (ITAR, 22 CFR 120–130) and the Export Administration Regulations (EAR, 15 CFR 730–774), and for identifying in writing, before transmission, any item that is export-controlled.
Machining Partner assigns export-controlled work only to contractors whose U.S.-Person status has been verified in writing, and all such contractors are bound by written export-control obligations. Machining Partner relies on the Client’s classification and has no independent duty to determine it. The Client shall indemnify Machining Partner against any claim arising from the Client’s failure to identify export-controlled data before transmitting it.
15. Indemnification
The Client shall indemnify, defend, and hold harmless Machining Partner, its members, employees, and contractors from and against any claims, damages, losses, liabilities, and reasonable expenses (including attorneys’ fees) arising out of or related to: (a) the Client’s use of any deliverable in production without verification and prove-out; (b) the Client’s provision of inaccurate, incomplete, or out-of-revision data; (c) the Client’s failure to maintain verified backups as required by Section 4; (d) any pre-existing condition on the Client’s systems; (e) any claim by a software vendor arising from the Client’s grant of remote access; (f) the Client’s failure to identify export-controlled data; (g) the Client’s breach of these Terms; or (h) any claim that the Client’s own designs, drawings, or specifications infringe the rights of a third party.
16. Termination
Either party may terminate an engagement on written notice. The Client shall remain responsible for all hours worked and expenses incurred through the effective date of termination. Machining Partner may suspend or terminate any engagement immediately for non-payment, for breach of these Terms, or where continuing would create an export-control, safety, or legal risk.
17. Force Majeure
Neither party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, labor disruption, illness, supplier or contractor unavailability, utility or network failure, or governmental action. Machining Partner shall notify the Client promptly and, where a delay is material, the Client may terminate the affected engagement without penalty beyond amounts owed for work performed.
18. Governing Law & Dispute Resolution
These Terms shall be governed by the laws of the State of New Mexico, USA, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Bernalillo County, New Mexico. The prevailing party in any dispute shall be entitled to recover reasonable attorneys’ fees and costs.
19. Variation
Unless otherwise agreed in writing and signed by both parties, these Terms shall govern. Any term may be varied for a specific engagement where the variation is stated expressly in the applicable quotation, work authorization, change order, or written amendment and agreed in writing by both parties. Absent such written variation, these Terms control, and no course of dealing, oral statement, or prior practice shall vary them.
20. General
These Terms, together with the applicable Quotation & Work Authorization (MP-QT-01) and any signed mutual non-disclosure agreement, constitute the entire agreement between the parties and supersede all prior discussions. Where a term of these Terms conflicts with a term stated on the face of a signed Quotation & Work Authorization, the Quotation shall control.
If any provision is found unenforceable, the remainder shall continue in full force, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable. Neither party may assign these Terms without the other’s written consent, except to a successor in interest. These Terms may be executed electronically and in counterparts. No waiver of any provision shall be effective unless in writing, and no single waiver shall operate as a continuing waiver.
Questions
Contact support@machiningpartner.com or call (209) 353-0727. A printed copy of these Terms is available on request.