Terms of Service
These Terms of Service govern the use of this website and the relationship between AXOM MechDesign LLC and the clients, suppliers and visitors who work with the studio. Please read them before sending an inquiry or committing to an engagement.
1. Acceptance of These Terms
By accessing this website, submitting an inquiry, accepting a proposal or using the services of AXOM MechDesign LLC, you agree to these Terms of Service. If you do not agree, please do not use the website and do not enter into an engagement with the studio.
Where a signed proposal, statement of work or master services agreement exists between the studio and a client, that document controls to the extent it conflicts with these terms. These terms fill the gaps and apply to every engagement that does not contain its own written agreement.
If you are accepting these terms on behalf of a company, you confirm that you have authority to bind that company. The studio relies on that confirmation when it accepts a project.
2. About the Studio
AXOM MechDesign LLC is a mechanical design and engineering services company with its studio at 2538 E 3750 N, Layton - 84040-8484, United States (US). The studio prepares gear train layouts, bracket packages, tolerance stack studies, shaft alignment checks, prototype fit reviews and drawing revision packages for machine builders, product teams and manufacturers.
This website is maintained as a development project under the developer name AxomMech. The developer name appears in project documentation and does not describe a separate legal entity. The contracting party and the owner of this website is AXOM MechDesign LLC.
The studio is a design and analysis provider. It is not a fabricator, a licensed contractor, a certified inspection body or a product manufacturer unless a separate written agreement expressly says otherwise.
3. Eligibility and Business Use
The website and services are intended for businesses and professional users. By using them you confirm that you are at least eighteen years of age and that you are acting in a professional capacity or under the supervision of a person who is.
You agree not to use the website or the services for any unlawful purpose, to impersonate another person, or to submit information that you do not have the right to share. The studio may refuse an inquiry or a project when the requested work appears to conflict with law, with a third party right, or with the professional standards the studio applies to its output.
4. Use of the Website
The studio grants a limited, revocable, non-exclusive right to view the pages of this website for the purpose of learning about and contacting the studio. This right does not permit copying the site, republishing its text, scraping it at scale or using it to train a public model without written permission.
You agree not to interfere with the operation of the site, to attempt to gain unauthorized access to its systems, to introduce malicious code, or to probe the site for vulnerabilities except under a coordinated disclosure arrangement agreed in advance with the studio.
Information published on the website is provided for general description. Service descriptions, process outlines and timing statements are indicative and do not constitute a binding offer. A binding commitment arises only when the studio issues a written proposal and the client accepts it.
5. Engagements and Proposals
An engagement begins when the studio issues a written proposal or statement of work and the client accepts it in writing. The proposal describes the scope, the deliverables, the schedule, the assumptions and the fee. Work outside the stated scope is treated as a change and is handled under the change control section of these terms.
Proposals remain open for the period stated in the document, or for thirty days if no period is stated. After that time the studio may revise the scope or the fee to reflect changes in cost, availability or technical information.
Unless the proposal says otherwise, the engagement does not include fabrication, purchase of materials, certification, regulatory approval or on site commissioning. Those items can be arranged as separate work when a client requests them.
6. Client Responsibilities
The quality of a design engagement depends on the information the client provides. The client agrees to supply accurate requirements, real dimensions, material selections, load conditions, environmental constraints and any known defect or prior failure that is relevant to the work.
The client is responsible for confirming that the mechanism described in a design is suitable for its intended use, that it complies with the codes and standards that apply in its jurisdiction, and that the people who build, install and operate it are competent to do so. The studio may offer engineering judgment on these matters, but the final decision remains with the client.
The client agrees to designate a person who can make technical decisions, to respond to review requests within a reasonable time, and to notify the studio promptly of any change in requirements that could affect the design. Delays caused by a late response may shift the schedule.
The client also confirms that the material it shares does not infringe the rights of a third party and that it has permission to share any confidential information belonging to another company.
7. Deliverables and Standards
Deliverables are described in the proposal and may include drawings, models, layout sheets, tolerance spreadsheets, alignment setup sheets, fit week logs and revision summaries. Each deliverable is prepared with the care and skill ordinarily exercised by a competent mechanical design professional working under similar conditions.
Drawings are prepared for the build method and the fabricator identified in the proposal. A change of fabricator, process or material may require a review, and the client should request that review rather than assume the package transfers without adjustment.
The studio may use its own templates, symbols, layer conventions and file formats. A client that requires a specific format or a specific title block should state that requirement in the proposal stage. Conversion after delivery may require additional work.
9. Fees, Invoicing and Payment
Fees are stated in the proposal and may be fixed, hourly or milestone based. Unless the proposal says otherwise, invoices are issued on the schedule described in the document and are payable within thirty days of the invoice date.
Amounts that remain unpaid after the due date may accrue a late charge at the rate stated in the proposal, or at the maximum rate permitted by law if no rate is stated. The studio may suspend work while an invoice is overdue and will notify the client before doing so.
The client is responsible for any taxes, duties or withholdings that apply to the engagement, except for taxes based on the net income of the studio. Travel, shipping and third party charges are billed at cost unless the proposal includes them in a fixed fee.
If a project is cancelled, the client pays for all work performed and all commitments made on the client behalf up to the date of cancellation. Deposits may be non-refundable where the proposal says so.
10. Change Control and Revisions
A change is any request that alters the scope, the deliverables, the schedule or the assumptions of an accepted proposal. Changes are documented before the work proceeds so that both parties understand the effect on cost and timing.
Routine correction of an error in a deliverable is included at no charge. New requirements, alternate concepts, additional revision cycles beyond those stated in the proposal and rework caused by new or late client information are treated as billable changes.
Revision rounds are tracked so that each drawing set has a clear history. The client is responsible for releasing the correct revision to its shop and for withdrawing superseded sheets from use.
11. Intellectual Property
The studio retains ownership of its pre-existing know how, templates, methods, generic libraries and internal tools. The client retains ownership of its own product concepts, background material and the information it supplies.
Upon full payment for an engagement, the studio assigns to the client the rights in the project specific deliverables created for that client, to the extent those rights do not include retained background material. The studio keeps a right to retain copies for record keeping, quality review and defense of claims, subject to the confidentiality section.
The studio may describe the general nature of its services and may list a client name only with written permission. No client drawing, part photograph or proprietary detail is published without permission.
Nothing in this section transfers a trademark, a patent or a trade secret owned by either party, and nothing permits the client to present the studio as the author of work the studio did not perform.
12. Confidentiality
Each party agrees to protect the confidential information of the other and to use it only for the purpose of the engagement. Confidential information includes drawings, models, process data, pricing, supplier lists and any material marked or reasonably understood to be sensitive.
Confidentiality does not apply to information that is already public, that is independently developed without use of the disclosed material, that is received from a third party without a duty of confidence, or that must be disclosed by law. A party required to disclose confidential information will give the other party prompt notice where the law permits.
These obligations continue after the engagement ends. When a project closes, each party returns or destroys the confidential material of the other on request, except for records that must be retained for legal or accounting reasons.
13. Third Party Fabricators and Services
The studio may coordinate with fabricators, inspectors, software providers and other third parties in the course of an engagement. Each third party operates under its own terms, and the studio does not guarantee the conduct, capacity or output of a third party beyond the care it takes in selecting and instructing that party.
When a client contracts directly with a fabricator, the client is responsible for that contract. The studio can review a quote, clarify a drawing or attend a fit review, but it does not become a party to the fabrication agreement unless a separate written arrangement says so.
Software tools used by the studio are licensed products. A client that needs a native model file should confirm the format requirement during the proposal stage, because some formats depend on a license that the client must hold.
14. Safety, Codes and Field Conditions
Mechanical systems can cause injury and property damage if they are designed, built, installed or operated without proper safeguards. The studio includes safety considerations in its design work where the relevant hazards are known, and it will flag a condition it believes requires guarding, interlocks or a protective device.
The client is responsible for compliance with the codes, standards and regulations that apply to the machine in its location, including electrical, guarding and pressure requirements. The studio does not certify a machine for a regulatory authority unless a separate engagement expressly covers certification.
Field conditions can differ from the assumptions in a design. The client is responsible for confirming the as built geometry, the foundation or mounting condition, and the environmental factors that may affect the design, and for informing the studio when those conditions change.
15. Limited Warranty
The studio warrants that its services will be performed in a professional manner consistent with the standards described in these terms. If a deliverable does not meet that standard, the client should notify the studio promptly, and the studio will correct the deficiency at no additional fee.
The correction of a deficiency is the sole remedy under this warranty. The warranty does not cover a design that has been modified by another party, used outside the stated conditions, built with unapproved materials, or operated in a way that departs from the assumptions recorded in the project file.
Except as stated in this section, the studio disclaims all other warranties to the fullest extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Some jurisdictions do not permit the exclusion of certain warranties, so part of this section may not apply to every client.
16. Limitation of Liability
To the fullest extent permitted by law, the studio is not liable for indirect, incidental, special, consequential or punitive damages, including lost production, lost profit, lost data or the cost of substitute services, even if the studio has been advised that such damages are possible.
The total liability of the studio for all claims arising from an engagement is limited to the fees paid for the specific deliverable that gave rise to the claim, or the total fees paid under the engagement if that amount is lower. This limit applies regardless of the legal theory and survives termination of the engagement.
The limitations in this section do not apply to fraud, willful misconduct or any liability that cannot be limited by law. A client that requires a different allocation of risk should raise the matter during the proposal stage so that a separate written agreement can be prepared.
17. Indemnification
The client agrees to indemnify and hold harmless the studio and its members, employees and agents from claims, damages, losses and expenses, including reasonable legal fees, that arise from the client use of a deliverable outside its stated purpose, from information the client supplied that was inaccurate or unlawful, or from a product, process or material the client selected contrary to studio advice.
The studio agrees to indemnify the client against third party claims that a studio deliverable, used as intended, infringes a copyright or trade secret of that third party, provided the client promptly notifies the studio of the claim and allows the studio to direct the defense. This obligation does not apply where the claim arises from client supplied material or from a modification made by another party.
18. Suspension and Termination
Either party may terminate an engagement for material breach that remains uncorrected thirty days after written notice. Either party may terminate for convenience with written notice, in which case the client pays for work performed and commitments made up to the termination date.
The studio may suspend work immediately if an invoice remains unpaid beyond the grace period stated in the proposal, if the client fails to provide required approvals, or if continuing the work would require the studio to act in a manner that is unsafe or unlawful. Suspension does not relieve the client of payment obligations for work already performed.
On termination, the studio will deliver the work product that has been paid for and any compact record needed for the client to continue, subject to the confidentiality and intellectual property sections of these terms.
19. Governing Law and Disputes
These terms and any engagement that does not contain its own governing law clause are governed by the laws of the State of Utah, United States, without regard to conflict of laws rules. The parties agree to the exclusive jurisdiction of the state and federal courts located in Utah for any dispute that is not resolved by discussion.
Before filing a claim, the parties agree to meet in good faith, either by telephone or at the Layton studio, to attempt a resolution. A written notice of a dispute starts a thirty day discussion period. If the dispute remains unresolved, either party may proceed to court.
Nothing in this section prevents a party from seeking urgent injunctive relief to protect confidential information or intellectual property.
20. General Provisions
Entire Agreement
These terms, together with an accepted proposal, form the entire agreement between the parties on their subject and supersede prior discussions and representations.
Severability
If a provision is found unenforceable, the remaining provisions continue in effect, and the unenforceable provision is replaced by an enforceable provision that best reflects the original intent.
Assignment
Neither party may assign an engagement without the written consent of the other, except in connection with a merger or the transfer of substantially all assets of the assigning party.
No Waiver
A failure to enforce a provision on one occasion does not waive the right to enforce it later.
Force Majeure
Neither party is liable for a delay caused by an event beyond its reasonable control, including natural disaster, supply interruption, network failure or a change in law. The affected party will notify the other promptly and will resume performance as soon as reasonably possible.
Notices
Formal notices should be sent by email with confirmation of receipt, or by postal mail to the address at the end of these terms. Routine project communication may take place by email.
21. Changes to These Terms
The studio may update these Terms of Service from time to time. When a change is material, the studio will update the effective date and describe the change in plain language on this page. Changes apply to future engagements and do not alter an accepted proposal unless both parties agree in writing.
Continued use of the website after a change indicates acceptance of the revised terms for website use. A client who has an active engagement keeps the terms that were in effect at the time the proposal was accepted unless a written amendment states otherwise.
22. Contact Information
Questions about these Terms of Service can be directed to the studio using the details below.
AXOM MechDesign LLC
2538 E 3750 N
Layton - 84040-8484
United States (US)
Email: memo@axommech.mom
Telephone: +18542678588