This Master Services Agreement ("Agreement") and Comprehensive Privacy Policy govern the use of all engineering, simulation, and CAD modeling services provided by Edelweis ("Company," "we," "us," or "our"). By initiating a Direct Buy transaction, subscribing to a retainer, or executing an Enterprise partnership, the client ("Client," "you," or "your") agrees to be bound by the exhaustive terms detailed herein.
ARTICLE I: DEFINITIONS AND INTERPRETATIONS
1.1. "Deliverables" shall mean any and all digital prototypes, technical drawings (2D/3D), Multi-Physics Simulation reports, Computer-Aided Engineering (CAE) data, Bill of Materials (BOM), and custom tooling designs provided by Edelweis.
1.2. "Client Materials" refers to any sketches, dimensional parameters, proprietary logic, or existing CAD files supplied by the Client to Edelweis for the execution of the services.
1.3. "Zero-Leakage Protocol" defines our strict internal data handling policy where no Client Materials or Deliverables are shared, repurposed, or exposed to unauthorized entities.
ARTICLE II: SCOPE OF ENGINEERING SERVICES BY TIER
Edelweis operates on a multi-tiered service model. The legal obligations, revision limits, and operational parameters are strictly defined by the active tier.
2.1. Individual & Prototype Plans (Direct Buy Transactions)
Execution: Work commences immediately upon successful payment verification and the submission of technical parameters via our portal.
Revisions: Revisions are strictly limited to the mathematical constraints established during the initial order. Scope creep or fundamental design overhauls will require a new transaction.
Delivery & Transfer: IP transfer is absolute upon the delivery of the final files. Edelweis provides no post-delivery engineering support under this tier unless a new support ticket is purchased.
2.2. Team Retainers & Strategic Engagement
SLA Compliance: Edelweis guarantees a 24-hour Task Kick-off Service Level Agreement (SLA) for active retainers.
Dedicated Infrastructure: Clients are allocated an isolated PDM (Product Data Management) Vault. Access logs are maintained and available for Client audits upon request.
Resource Allocation: Engineering hours do not roll over month-to-month. The Client is responsible for managing the utilization of the 80 dedicated hours.
Cancellation: Retainers require a minimum 30-day written notice prior to the next billing cycle for termination.
2.3. Enterprise & Full R&D Partnership
Custom SOW: All Enterprise engagements are governed by a distinct Statement of Work (SOW) that supersedes this Agreement in the event of a contradiction.
On-Site Transition: Edelweis assumes liability for the digital accuracy of the Deliverables up to the point of handover to the Client’s manufacturing facility or Tier-1 supplier.
Zero-Data Retention (ZDR): Upon the written confirmation of project completion, Edelweis will execute a cryptographic wipe of all proprietary Client data from our active servers, providing a Certificate of Destruction.
ARTICLE III: INTELLECTUAL PROPERTY & SOVEREIGNTY
3.1. Absolute Assignment of Rights: Edelweis operates as a work-for-hire entity. Upon the receipt of full payment, Edelweis irrevocably assigns, transfers, and conveys to the Client all worldwide right, title, and interest in and to the Deliverables, including all associated patents, copyrights, and trade secrets.
3.2. Pre-Existing IP: Edelweis retains all rights to its internal parametric algorithms, simulation methodologies, and proprietary workflow scripts used to generate the Deliverables. The Client receives the final output, not the underlying proprietary tools used by Edelweis.
3.3. Marketing & Showcase Rights: Edelweis reserves the right to use non-confidential, heavily redacted visual representations of the work in our "Showcase" unless an explicit Non-Disclosure Agreement (NDA) overrides this clause.
ARTICLE IV: COMPREHENSIVE PRIVACY & DATA SECURITY POLICY
4.1. Data Collection: We collect necessary corporate contact information, payment details (processed securely via third-party gateways), and technical data required to execute engineering services.
4.2. AES-256 Encryption Standard: All Client Materials and Deliverables in transit and at rest within the Edelweis infrastructure are encrypted using the AES-256 standard.
4.3. Third-Party Sharing: Edelweis does not sell, rent, or lease Client data. Information is only shared with heavily vetted third-party infrastructure providers (e.g., cloud rendering nodes) strictly bound by identical confidentiality requirements.
4.4. GDPR & CCPA Compliance: Clients have the right to request access to, correction of, or deletion of their personal and corporate data at any time. Requests will be honored within 14 business days.
ARTICLE V: WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNIFICATION
5.1. Standard of Care Warranty: Edelweis warrants that all engineering services will be performed in a professional and workmanlike manner, adhering to generally accepted industry standards (e.g., ASME Y14.5-2018 for GD&T).
5.2. Physical Manufacturing Disclaimer: Edelweis provides digital engineering and simulation services. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR PHYSICAL COMPONENT FAILURE, INJURY, OR FINANCIAL LOSS RESULTING FROM MANUFACTURING DEFECTS, MATERIAL IMPURITIES, OR DEVIATIONS FROM OUR CAD BLUEPRINTS BY THE CLIENT'S CHOSEN MANUFACTURER.
5.3. Third-Party Modifications: The "Zero-Failure Policy" is immediately voided if the Deliverables are altered, modified, or re-engineered by the Client or a third party after final delivery.
5.4. Cap on Liability: In no event shall Edelweis’s total aggregate liability arising out of or related to this Agreement exceed the total amount paid by the Client to Edelweis for the specific project or active monthly retainer from which the claim arises.
ARTICLE VI: FINANCIAL GOVERNANCE & PAYMENT INTEGRITY
6.1. Direct-Buy Finality: Purchases made via our online portal for Individual Plans are final. Due to the immediate deployment of engineering resources, refunds are strictly prohibited once work has commenced.
6.2. Dispute Protocol: In the event of a dispute regarding Deliverable accuracy, the Client must notify Edelweis in writing within five (5) business days of delivery. Edelweis reserves the right to cure the defect before any financial remedies are discussed.
ARTICLE VII: JURISDICTION AND DISPUTE RESOLUTION
7.1. Governing Law: This Agreement shall be governed by and construed in accordance with international commercial law, optimized for seamless cross-border B2B digital service transactions.
7.2. Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by binding arbitration, to ensure confidentiality and technical expertise in resolving engineering-related disagreements.