Terms of Service

Last updated: 20 July 2025

1. Acceptance of Terms

By accessing or using the services, software, or website (collectively, “Services”) provided by DesignFix (“Company, we, us”), you (“Client, you”) agree to be bound by these Terms of Service (“Terms”). If you do not accept all Terms, you may not use our Services.

2. Scope of Services

DesignFix provides computer-aided-design (CAD) automation consulting, custom software add-ins, training, and related technical support (the “Services”) as described in individual project proposals or Statements of Work (“SOW”). Any new features are subject to these Terms unless expressly stated otherwise.

3. Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts. By using our Services, you represent that you meet these requirements.

4. Quotes, Fees, and Payment

4.1 Quotes & SOW. Pricing and deliverables are specified in a written Quote or SOW accepted by both parties.

4.2 Invoices. Unless otherwise agreed, invoices are due 30 days from the invoice date. Late payments incur 1.5 % per month interest (or the maximum rate allowed by law).

4.3 Taxes. Client is responsible for all applicable taxes, duties, or levies, excluding taxes based on our net income.

5. Intellectual Property

5.1 Pre-existing IP. Each party retains ownership of intellectual property it owned before the engagement.

5.2 Deliverables. Upon full payment, we grant you a worldwide, non-exclusive, perpetual license to use project deliverables within your organization. We retain the right to reuse underlying know-how and generic code not specific to your confidential information.

5.3 Third-Party Software. Deliverables may utilize third-party components licensed under their own terms. You agree to comply with those licenses.

6. Confidentiality

Both parties agree to protect confidential information with the same care they use for their own confidential information and to use it only for purposes of the SOW. This obligation survives for three (3) years after termination, except for trade secrets, which remain protected indefinitely.

7. Warranties & Disclaimers

7.1 Performance Warranty. We warrant that Services will be performed in a professional and workmanlike manner consistent with industry standards for 90 days after delivery.

7.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED “AS IS.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, or consequential damages arising out of or related to the Services, even if advised of the possibility. Our total cumulative liability under these Terms will not exceed the fees actually paid to us for the specific SOW giving rise to the claim.

9. Indemnification

Client will indemnify and hold harmless DesignFix, its officers, and employees against any third-party claims arising from (a) Client’s misuse of the Services, (b) content provided by Client, or (c) Client’s violation of applicable laws or these Terms.

10. Termination

10.1 For Convenience. Either party may terminate an SOW on 15 days’ written notice. Client will pay for work performed up to the effective termination date.

10.2 For Cause. Either party may terminate immediately if the other materially breaches these Terms and fails to cure within 10 days after written notice.

10.3 Effects. Sections 5–9, 11, and any payment obligations survive termination.

11. Governing Law & Dispute Resolution

These Terms shall be governed by the laws of Sri Lanka, without regard to its conflict-of-laws principles. Any disputes will be resolved by arbitration in Colombo (or the courts of competent jurisdiction in Colombo, if arbitration is unavailable). Each party waives any right to a jury trial.

12. Force Majeure

Neither party is liable for delays or failure to perform due to events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, Internet outages, or acts of government.

13. Changes to Terms

We may update these Terms by posting a revised version on our website and updating the “Last updated” date. Continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

14. Miscellaneous

Independent Contractors. The relationship is that of independent contractors; nothing creates an agency, joint venture, or partnership.

Entire Agreement. These Terms plus any SOW constitute the entire agreement and supersede all prior oral or written agreements.

Severability. If any provision is unenforceable, the remainder stays in effect.

Assignment. Neither party may assign its rights or obligations without prior written consent, except to a successor via merger or asset transfer.

Contact Information

If you have any questions about these Terms or the Services, please contact:

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