Legal Sheet
These Terms of Service form the agreement between Xymeris Labs LLC, a company operating from 2599 Oak Forest Dr, Layton - 84040-7974, United States (US), and any person who browses the website at the domain xina.autos, submits an enquiry through the site, or engages the laboratory in a paid engagement. By accessing the site or by commissioning work, that person accepts the clauses that follow as the enforceable terms of their relationship with the company.
If any clause below cannot be accepted, the person should stop using the service and should not submit personal or project information through the contact routes. Continued use of the site after the effective date of these terms is an act of acceptance. The clauses are written to be read by a working professional, so the language is deliberately plain; wherever a paragraph carries a legal effect, that effect is named in the same sentence as the behaviour it describes.
Xymeris Labs LLC is a computer systems design and applied research laboratory. Its published service lines are applied research and development programs, prototype engineering, data modeling, systems integration, technical due diligence and innovation workshops. Each service shares one working method: a question is framed, a scope is locked, the work is done on the laboratory bench, and the finished result is handed over with a proof sheet and an evidence file.
The word services in these terms means both the informational content of the website and any paid engagement that the laboratory undertakes for a client. Free site content such as the service explanations and the legal sheets is supplied for the benefit and information of readers and does not by itself create a consultant client relationship between the reader and the company.
Descriptions of the services on the site are statements of what the laboratory aims to provide and are written as guides rather than as rigid contractual specs. The binding description of any individual engagement is the framing sheet for that engagement, which is agreed and signed before the work begins, as described later in these terms.
A person must be competent to enter a binding agreement, which in most jurisdictions means being of legal age and of sound mind, before commissioning paid work from Xymeris Labs LLC. A person acting for an organisation must hold the authority to bind that organisation to the framing sheet; the laboratory relies on the signature given on the sheet as proof of that authority.
The services are aimed at professionals and are not offered to children. No one below the age of consent should submit personal information through the site, and the laboratory does not knowingly seek data from minors. If a minor manages to submit information, a parent should contact the laboratory and the information will be treated as described in the separate Privacy Policy.
The laboratory may decline to work with a prospective client whose stated purpose, jurisdiction or technical risk sits outside its competence or outside the law. Declining an enquiry is not a judgement on the person who sent it; it is a statement about fit, and it is announced plainly so that a client can seek help elsewhere without losing time.
Permission is granted to view the pages of the site for personal, non-commercial reference and to form the enquiry the site exists to receive. This permission does not extend to scraping the site wholesale, to copying its design for a competing laboratory, to presenting the material as belonging to someone else, or to using the service sheets to mislead a third party about the authorship of the underlying work.
When you use the enquiry form or write to the published mail address, you agree that the information you submit is accurate enough to allow a sensible reply and that you hold the rights to any technical description you attach. You agree not to submit unlawful material, not to attempt to force the site or the laboratory network, and not to use the contact routes to deliver unsolicited bulk mail or malicious files to the laboratory.
The laboratory may suspend or rate-limit access at its discretion if a the activity of a visitor presents a security or resource risk, and it will say so when it can do so without giving an advantage to the party causing the harm. Nothing in this clause obliges the laboratory to keep the site available at all times, and it gives no claim for compensation arising from a brief interruption of an information page.
Prices for reported work on the site are indicative and are given only to suggest a shape rather than to lock a number. Firm pricing is established in a written quotation or framing sheet that names the scope, the deliverables, the schedule and the fee. A quotation is an invitation to agree; it becomes a binding engagement only when both parties sign the final sheet or, where remote work is agreed by exchange of writing, when both parties have confirmed acceptance in writing.
Fees are usually stated in fixed or capped form because framing a bounded question is what the laboratory does best. Where a project is genuinely impossible to contain, fees are agreed in advance against a named hourly or daily rate and a named ceiling, and the ceiling is never crossed without a signed scope change. A quotation remains open for a period stated on the sheet, after which the laboratory may revise it to reflect a change in circumstances.
All fees are quoted exclusive of taxes unless the sheet says otherwise. The client is responsible for any tax, duty or levy that applies to the engagement in the jurisdiction of the client, and the laboratory will state clearly on the invoice which amounts, if any, are taxes collected on behalf of a government.
The framing sheet is the heart of a Xymeris Labs engagement. It records the question to be answered, the boundaries of the work, the deliverables to be produced, the assumptions the work relies on and the date by which the proof sheet must be signed. Work that falls inside the framing sheet is the engagement; work that does not is outside it and is charged separately only with prior consent.
Because the laboratory answers framed questions rather than open oceans of work, a framing sheet will often state what is deliberately out of scope. Naming the excluded items in advance protects the client from surprise charges and protects the laboratory from a request that quietly becomes a different project halfway through the schedule. A client who sees an exclusion that should not be there should raise it before signing rather than assume it will be remedied later.
The timetable on the framing sheet is a professional estimate based on the information available at signing time. If a delay arises purely from the the laboratory own fault, the laboratory absorbs the consequence; if a delay arises from missing client input or a scope change, the schedule is revised by consent rather than by unilateral demand from either side.
Honest projects change shape, and these terms expect that. Any client request that adds a deliverable, extends a boundary, or removes an assumption named on the framing sheet counts as a change to the scope. A change is agreed through a short written addendum that names the added work, its effect on the fee and its effect on the schedule, and both parties sign or confirm the addendum before the extra work begins.
No member of either team is expected to guess that informal suggestion amounts to a scope increase. A useful idea raised in a meeting becomes chargeable work only when it is written down on an addendum and accepted, and until then it is simply a conversation that may or may not be adopted. This rule keeps both invoices and expectations honest.
If an agreed scope change cascades into the work already signed, the addendum states clearly whether the earlier deliverables are revised, left as they are, or replaced. A signature on the addendum means the completed state of the whole project is the composition of the original sheet and every signed addendum taken together.
Invoices are issued against the payment milestones named on the framing sheet, which typically tie payment to the signing of the sheet, to a midpoint proof, and to the final handover. Each invoice names the services delivered, the amount due and the banking or payment route the client is expected to use. Unless the sheet states otherwise, payment is due within a stated number of days from the date of the invoice, commonly thirty days.
If a payment is not received when it is due, the laboratory may pause work on the current engagement until the overdue amount is cleared, giving the client written notice first. Interest on overdue amounts is charged only if the framing sheet names a rate, and it is applied from the due date rather than from a vague future point. The laboratory aims to make every invoice so clear that a dispute is less about the number than about the understanding of the agreed work.
Where an engagement is cancelled by the client after work has begun, the client owes payment for the work completed and deliverable up to the date of cancellation, priced on the agreed basis and set out in a closing statement. Where the laboratory cancels after accepting an engagement without a reason that these terms allow, the client is entitled to a refund of any amounts paid for work not yet performed.
A client who commissions engagement work accepts the duties that make the work possible. Those duties include giving the laboratory accurate technical description of the system under review, naming the people who may lawfully answer questions, and supplying test data or access in line with the framing sheet and with any confidentiality agreement that the parties have signed.
When a client visits the Oak Forest Drive laboratory for a workshop or a review day, the client agrees to follow the reasonable safety and conduct rules of the workplace, to keep proprietary materials of other clients out of the shared space, and to leave any disclosed laboratory process notes only where and how the laboratory directs. A visit is arranged by appointment, and the laboratory communicates the practical details in advance.
For remote engagements, the client provides the access that was agreed: an account, a screen share link, a sample of data or a maintained development area. If the agreed access is not provided or is revoked without notice, the laboratory records the delay, adjusts the schedule by consent, and is not treated as failing to perform work that could not start because the ground it needed was missing.
All intellectual property in the written content of the website, the service explanations, the visual design and the legal sheets belongs to Xymeris Labs LLC unless a specific item is attributed to someone else. Reading those materials gives no licence to reproduce the site design or to reuse its distinctive letterpress motif for a competing venture.
For a paid engagement, ownership is decided on the framing sheet rather than by a busy generalisation. In many engagements the client receives full ownership of the deliverables produced specifically for them, meaning the prototype files, the data model, the integration design and the written findings, once the invoice for the relevant milestone is paid. The laboratory retains ownership of its own tools, methods, templates and folklore, which it brings to every client and does not give away with any single one of them.
Where a deliverable incorporates a third-party component under an open source licence, the licence survives and travels with that component. The handover file names the components and their licences so that the client can comply with those licence terms without a scavenger hunt for attribution, and neither party is treated as misusing a dependency that was declared in the delivery note.
Because the laboratory sees tender information, prototype directions and internal roadmaps, confident confidentiality behaviour is a condition of the work rather than a courtesy. Information identified as confidential in either the framing sheet or an attached confidentiality annex is held in confidence, is shown only to the personnel whose role requires it, and is not disclosed to an unrelated party without consent.
Confidential information does not include material that is already public through no fault of the recipient, material independently developed without reference to the disclosed item, or material that a law or regulator obliges a party to produce. When a legal demand forces disclosure of confidential material, the disclosing party will give the owning party reasonable advance notice where it is lawful to do so, so that the owner can seek a protective arrangement.
These confidentiality duties survive the end of the engagement. Nothing in this clause prevents the laboratory from mentioning that it has worked in a given field, but it will not advertise the private particulars of a client without written permission, because the trust of a technical client is earned in small confidential gestures rather than in press releases.
Xymeris Labs LLC warrants that it will carry out each engagement with reasonable skill and care, using staff competent for the work described, and that the deliverables will substantially match the descriptions on the framing sheet. Where a deliverable fails to meet that description, the laboratory will correct the fault at no further charge within a reasonable time, whether the failure is found before handover or during a short warranty window stated on the sheet.
The information pages of the website are provided on an as is basis, and the company makes no warranty that the site will be free of error, uninterrupted, or exhaustive in coverage of every technical corner. Nothing written in the free site content replaces a signed engagement, and a reader should not treat a web description as a professional opinion suitable for a consequential decision without a direct engagement to provide that opinion.
Except for the warranties expressly made in these terms and on the framing sheet, the laboratory makes no other warranties, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose. The disclaimer is drawn as honestly as the promise of care that precedes it; the laboratory will back the work it signs, and it declines to be held to a promise it never made.
To the fullest extent that the law allows, neither party is liable to the other for any indirect, incidental, special, consequential or punitive loss arising out of an engagement, including lost profits, lost data, lost revenue or interruption of business, even if that party was warned of the possibility of such loss. Consequential harm is excluded because the fee for a framed engagement is not a price for insuring the whole downstream business of the client.
The total liability of Xymeris Labs LLC for any claim arising out of a single engagement, whether in contract, in tort or otherwise, is limited to the amount actually paid by the client for that engagement or a stated cap written onto the framing sheet, whichever is smaller. This cap is a deliberate boundary of risk rather than an accident, and it appears in these terms so that no party discovers it only when a claim arises.
Nothing in this limitation excludes liability that cannot lawfully be excluded, such as liability for death or personal injury caused by negligence or liability for fraud or for a wilful breach that the law refuses to let a contract remove. In every place where this section and a law on non-excludable liability meet, the law governs and the section shrinks only to the extent that the law demands.
Each party agrees to indemnify and hold the other harmless against claims brought by a third party that arise out of that the party own breach of these terms, its negligent act, or its infringement of a third party right connected to the work. The indemnifying party will take on the defence at its own cost and will not settle a claim in a way that admits the fault of the other party without that other the party consent.
For the client, this means taking responsibility for the material it provides. If the client supplies a dataset, an account or a specification that it had no right to supply, the client stands behind that supply and holds the laboratory harmless for losses that flow from the lack of right. For the laboratory, the mirror is true: it stands behind its own standard templates and the skill of its staff rather than blaming the client for a defect that the laboratory itself introduced.
The party seeking the benefit of this clause must give prompt notice of the claim, reasonable cooperation, and control of the settlement to the indemnifying party. A failure of cooperation that materially harms the defence may reduce the protection, while a prompt and clean notice preserves the full indemnity as written.
This agreement runs from the acceptance of the framing sheet until the last deliverable is handed over and the final invoice is settled, unless it ends earlier under this clause. A party may end an engagement at any time for any reason by giving the other written notice, but a termination for convenience by the commissioning client does not cancel the obligation to pay for work already delivered under the schedule described in the payments section.
The laboratory may suspend or terminate an engagement if the client fails to pay when due, provides misleading project information, submits material that is unlawful, or otherwise commits a material breach that is not remedied within a stated number of days of written notice. Suspension is used where a pause can rescue the work; termination is used where the trust needed for technically honest work is no longer present.
On termination, whatever the cause, the parties each return or destroy the confidential material of the other on request, the laboratory delivers the work produced up to the point of termination on the agreed payment basis, and the clauses that are meant to survive — confidentiality, indemnity, limitation of liability, governing law and intellectual property ownership — continue to bind the parties after the working relationship has closed.
Neither party is held to have breached these terms when a failure to perform is caused by an event beyond the reasonable control of that party, such as an act of government, a natural event, a failure of the public electricity grid, a war, or an industrial disruption that is not caused by the party claiming relief. The party affected gives the other notice as soon as it reasonably can and resumes performance as soon as the event clears.
An event of force majeure suspends rather than cancels the affected obligations, and the schedule is pushed out for a period reasonably equal to the duration of the event. If the event continues for a sustained period and the parties cannot agree a practical path, either party may end the affected engagement in writing, and payment is settled for work completed to that point on the agreed basis.
The clause does not excuse a party from a payment obligation that fell due before the event, and it does not protect a party that could have prepared against a predictable seasonal event and chose not to. Suspension under force majeure is a factual relief far more than a free pass, and the laboratory applies it that way to both sides.
These terms and each engagement framed under them are governed by the laws of the state of the engagement as named on the framing sheet, and where no state is named, by the laws that apply to a company operating at 2599 Oak Forest Dr, Layton - 84040-7974, United States (US), without regard to its conflict of laws rules. Federal law of the United States applies to the extent it governs the subject matter.
The parties first attempt to settle any dispute that arises from an engagement through a short, good faith exchange between named owners rather than through lawyers as a first step. Most differences in research and prototyping work are disagreements about expectations, and expectations are cheapest to realign when the engineers and the clients still talk to each other directly.
Where a dispute cannot be settled in good faith, it proceeds to the courts of the state of engagement for legal resolution. Each party submits to the personal jurisdiction of those courts for the purpose of the dispute. Nothing in this section prevents a party from seeking urgent injunctive relief where delay would cause irreparable harm, or from pursuing a claim through the small claims route where the amount genuinely fits it.
If one part of these terms is found unenforceable, the rest of the terms remain in force and the unenforceable part is reformed to the smallest extent that makes it lawful. A waiver of one breach is not a waiver of any later breach, and a course of dealing between the parties never silently rewrites this written agreement. These terms, with the framing sheet and any signed addenda, are the whole agreement between the parties about the work they describe.
For any notice under these terms, write to Xymeris Labs LLC at 2599 Oak Forest Dr, Layton - 84040-7974, United States (US), call the laboratory on +17754162244, or send an electronic mail message to contact@xina.autos. A notice is treated as given when it is sent in a way that produces a reliable record, or when it is delivered in person, whichever happens first.
These terms end on the same deliberate note as the working method they govern. An engagement at Xymeris Labs is a framed question, answered on the bench, signed off on the proof sheet, and closed with an honest file. If anything in that description ever reads smaller than the promise of this agreement, the reader should say so, because the laboratory would rather adjust a sheet than lose the trust of the person who signed it.