Terms of Service

1. Acceptance of these terms

By reading, browsing or otherwise using this website, a visitor agrees to use it lawfully and in accordance with these terms. By confirming a bench session in writing, a Client agrees to these terms in full and confirms that the person making the booking has authority to bind the Client organisation.

A confirmed booking may refer to a separate statement of work, quotation or purchase order. In that case these terms apply together with the other document. If there is a direct conflict, the signed statement of work takes precedence for the specific subject it covers, and these terms govern everything else.

If a Client does not accept these terms, the Client should not confirm a session and should contact the Company to discuss whether a different arrangement is possible. The Company reserves the right to decline work where the proposed engagement cannot be managed fairly under these terms.

2. Definitions

In these terms, the following words carry the following meanings. Company means GTO MPSX LLC. Client means the person or organisation that engages the Company. Bench means the prototype bench operated by the Company in Springville, Utah. Session means a booked period of bench time, whether booked as a rig bay, a flash run, a test desk, a probe window, a sourcing review or a design review sitting. Deliverable means any note, net list, capture, log, report or other material issued by the Company. Project Material means schematics, drawings, part lists, firmware, photographs and other information supplied by the Client.

A reference to writing includes email and any other durable electronic record. A reference to working days means Monday to Friday, excluding public holidays observed in Utah. A reference to a session day means the day on which the booked bench time begins.

3. Bench services

The Company provides prototype engineering and bench services in the field of computer integrated systems design. The current service list includes breadboard rig bays, firmware flash runs, test bench desks, signal probe windows, bill of materials sourcing reviews and design review sittings. The services page describes each station and what a Client can expect from a booking.

The Company provides professional engineering attention, not a guarantee that a design will achieve a particular commercial or technical outcome. Bench work is exploratory by nature, and a session may conclude that a proposed approach will not work. That conclusion is a valid deliverable, and it is often the most valuable result of a bench day.

The Company may decline to perform work that would require a licence it does not hold, that would breach a third party right, that involves an unsafe process, or that conflicts with an existing engagement. Where a request falls outside the services described on the website, the Company will say so and will suggest an alternative where one exists.

4. Bookings and scheduling

A booking becomes binding when the Company confirms the session in writing, usually by email. A request that has not been confirmed does not reserve bench time. The Company will confirm the date, the station, the expected start and finish times and the name of the engineer who will run the session.

Bench time is finite and is allocated in the order of confirmed bookings. Clients with a recurring schedule may reserve a regular weekly or monthly slot, provided the arrangement is reviewed at least once a quarter. A recurring slot that is not used for two consecutive periods may be released so that other clients can plan around it.

The Company will make reasonable efforts to keep to the booked schedule. If an engineer falls ill or an instrument needs repair, the Company will notify the Client as soon as possible and will offer an alternative slot. Where a session is shortened for a reason within the control of the Company, the fee for the unused time will be credited or refunded.

A Client who arrives late may lose part of the booked time. Where access depends on another party, such as a building manager, the Company will share arrival notes in advance so that the start is not delayed.

5. Quotations and estimates

A quotation states the price for a defined scope and remains valid for the period shown on it. If no period is shown, the quotation is valid for thirty days. A quotation may be based on assumptions about the Project Material, and those assumptions are listed so that the Client can check them.

An estimate is different from a quotation. An estimate is a reasonable forecast of effort and cost based on the information available at the time. It is not a fixed price, and it may change if the scope changes or if the bench uncovers work that could not have been foreseen. Where an estimate is likely to be exceeded, the Company will tell the Client before continuing and will seek written approval for the additional effort.

Change requests should be sent in writing. A change that affects scope, schedule or fee will be documented in a short variation note. The Company will not charge for a variation that the Client has not approved in writing.

6. Fees, invoicing and payment

Fees are stated in United States dollars unless a quotation says otherwise. Bench time is normally charged by the half day or the full day, and a review or sourcing engagement may be charged as a fixed fee. Any applicable sales tax is added where the law requires it.

Invoices are issued after a session or at the milestones set out in the statement of work. Payment is due within fifteen days of the invoice date unless another period is agreed in writing. The Company accepts payment by bank transfer and by card through its accounting provider.

Late payment may attract interest at one percent per month on the outstanding amount, calculated from the due date. The Company will always send a reminder before charging interest, and will suspend new bench bookings for an account that is more than thirty days overdue. Suspension does not release the Client from the obligation to pay for work already performed.

Travel and consumable costs are normally included in the session fee for work at the Springville bench. Where work requires a site visit or unusual components, the cost will be quoted separately and approved in advance.

7. Cancellation and rescheduling

A Client may reschedule a session at no charge if the request reaches the Company more than two working days before the booked start. A cancellation with more than two working days of notice is also free of charge, though any materials already ordered for the session remain payable.

A cancellation or reschedule received within two working days of the booked start is charged at fifty percent of the session fee, because the bench time is unlikely to be reallocated at short notice. A cancellation on the day of the session, or a failure to attend without notice, is charged in full.

The Company may cancel a session with as much notice as possible where an engineer is unavailable, an instrument fails or a safety concern arises. In that case the Client may choose a full refund or an alternative slot, and no cancellation fee is charged.

8. Client responsibilities

The Client is responsible for supplying accurate Project Material, for explaining the requirement that matters most and for nominating a contact who can make decisions during the session. Where a design depends on a third party component, the Client is responsible for obtaining permission to use that component and for complying with any licence attached to it.

The Client must not send material that contains malicious code, that infringes a third party right, or that is subject to a restriction that would prevent the Company from working on it. If Project Material is confidential, the Client should say so at the start so that handling can be agreed before the files are opened.

The Client is responsible for the commercial decisions that follow a bench session. The Company may recommend a path, but the decision to proceed, to order parts or to commit to a production run rests with the Client. Where the Client overrides a technical recommendation, the Company will note the decision in the bench record so that the reasoning remains visible.

9. Materials and third party parts

Parts supplied by the Company for a session remain the property of the Company unless they are invoiced separately and paid for. Parts supplied by the Client remain the property of the Client and are handled with reasonable care. A component that is damaged during a session will be reported in the bench note, and the Company will discuss replacement on a case by case basis.

Where a design depends on a part that is on allocation or near end of life, the sourcing review will flag the risk. The Company does not guarantee the availability of any third party component and is not liable for a delay caused by a supplier, a distributor or a manufacturer.

Consumables such as solder, wire, jumper links and test points are included in the session fee up to the quantities normally used. A Client who needs a large quantity of a specific consumable should discuss it in advance so that it can be ordered.

10. Intellectual property

The Client retains ownership of all Project Material and of the design that the Project Material describes. The Company does not acquire any ownership of a Client design by working on it. On payment of the relevant invoice, the Company assigns to the Client the rights it holds in the specific deliverables prepared for that engagement, such as a net list, a bench note or a review record.

The Company retains ownership of its own background material, including templates, checklists, bench methods, internal tools and know how. Where background material is embedded in a deliverable, the Client receives a non exclusive, perpetual licence to use it for the purpose of the project.

The website at gtompsx.buzz, including its text, layout, styling and scripts, belongs to GTO MPSX LLC. A visitor may read the pages and may quote short passages with attribution, but may not copy the site as a whole or present it as their own work. The company name and the device visuals on the site may not be used in a way that suggests endorsement without written permission.

11. Confidentiality

Each party will keep the confidential information of the other party private and will use it only for the purpose of the engagement. The Company limits access to Project Material to the engineers working on the engagement, the accounting function for billing and professional advisers where necessary.

Confidentiality does not apply to information that is already public, that the receiving party already held without a duty of confidence, that is independently developed without reference to the disclosed material, or that must be disclosed by law. Where a disclosure is required by law, the party subject to the requirement will give as much notice as is lawful so that the other party can respond.

The confidentiality obligation continues for five years after the engagement ends, and indefinitely for any information that constitutes a trade secret. The obligation does not prevent the Company from describing its general methods and capabilities in a way that does not reveal a specific Client design.

12. Deliverables and handover

Unless the statement of work says otherwise, a session includes a bench note, a copy of measurement captures and, where relevant, the flash log and the net list. Records are issued in standard formats that do not require the Company software to open. The Client is encouraged to check the folder at handover and to raise any missing item promptly.

Handover normally happens at the end of the engagement or at the milestones agreed in the statement of work. The Company may hold the final deliverable until outstanding invoices are paid, provided the Client is not left without material that is needed for safety or for a regulatory obligation.

After handover, the Client may ask a question about a deliverable for ninety days without charge. Further support, rework or a return visit is treated as a new engagement and is quoted on request.

13. Warranty and limitation of liability

The Company will perform its services with the skill and care reasonably expected of a competent prototype engineering practice. If a deliverable does not meet that standard, the Client should notify the Company within thirty days of receiving it. The Company will investigate and, where the concern is justified, will correct the deliverable, redo the affected work or refund the fee for the affected session at its discretion.

Except for the promise above, the services are provided without further warranty, whether express or implied, including any implied warranty of merchantability or fitness for a particular purpose. The Company does not warrant that a design will be free of every defect, that a prototype will behave identically in production, or that a third party component will meet its published specification.

To the fullest extent permitted by law, the total liability of the Company arising out of an engagement will not exceed the fees paid by the Client for the session or engagement that gave rise to the claim. The Company is not liable for lost profit, lost revenue, loss of data, business interruption or any indirect or consequential loss.

Nothing in these terms excludes liability that cannot lawfully be excluded, including liability for fraud or for death or personal injury caused by negligence. If a limitation is found unenforceable, it will be read down to the minimum extent needed and the rest of the terms will continue in effect.

14. Indemnity

The Client will indemnify the Company against claims arising from Project Material that the Client had no right to use, from a design instruction that the Client insisted on against written technical advice, or from a breach by the Client of these terms. The Company will give prompt notice of a claim and reasonable cooperation in defending it.

The Company will indemnify the Client against a claim that a deliverable prepared by the Company infringes the intellectual property of a third party, provided the Client used the deliverable as intended and notified the Company promptly. This indemnity does not extend to a claim that arises from Project Material or from a combination with a product that the Company did not supply.

15. Site safety and visitor conduct

The bench contains instruments that can be hazardous if handled carelessly, including a hot air rework station, soldering tools and a bench supply capable of delivering significant current. Visitors must follow the instructions of the engineer in charge, must not touch equipment without permission and must not remove a component from a live rig.

Food and drink are not permitted at the test desk. A visitor who is unwell, or who has been asked to stay away for a public health reason, should reschedule rather than attend. The Company may ask a visitor to leave where conduct creates a safety risk or interferes with the work.

Personal belongings are the responsibility of the visitor. The Company will take reasonable care of a prototype left at the bench, but it is not an insurer and it does not accept liability for loss that is not caused by its negligence.

16. Force majeure

Neither party is liable for a failure to perform caused by an event outside its reasonable control, such as a natural disaster, a prolonged power failure, a public health emergency, a transport disruption or a government order. The affected party will notify the other as soon as possible and will make reasonable efforts to resume performance.

If such an event continues for more than thirty days, either party may end the affected engagement by written notice. Where the engagement ends for this reason, the Client pays for work already performed and for materials already ordered, and the Company returns any unused advance payment.

17. Termination

Either party may end an engagement by written notice. Where the Client ends an engagement without cause, the Client remains liable for work performed up to the date of termination and for any non cancellable material already ordered. The Company will hand over the work completed to that date once the related invoices are settled.

The Company may end an engagement immediately where the Client fails to pay a valid invoice, materially breaches these terms, asks the Company to act unlawfully, or behaves in a way that threatens the safety of staff. Where the Company ends an engagement without cause, it will refund any fee paid for work it has not performed.

Provisions that by their nature should survive termination, including confidentiality, intellectual property, warranty, limitation of liability and governing law, will continue to apply after the engagement ends.

18. Governing law and disputes

These terms are governed by the laws of the State of Utah and the federal laws of the United States that apply in Utah, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts sitting in Utah County, Utah.

Before starting proceedings, the parties will attempt to resolve a dispute through a written conversation, allowing at least twenty working days for a response. If the dispute remains unresolved, either party may proceed to court. Nothing in this clause prevents a party from seeking urgent relief to protect confidential information or intellectual property.

19. Notices

Notices to the Company should be sent by email to tech@gtompsx.buzz or by post to GTO MPSX LLC, 1028 N 200 W, Springville - 84663-4214, United States (US). Notices to a Client are sent to the email address used for the booking, unless the Client has nominated another address in writing.

A notice by email is treated as received on the next working day after it is sent, provided no delivery failure is reported. A notice by post is treated as received five working days after posting within the United States, or ten working days for an international destination.

20. Changes to these terms

The Company may update these terms from time to time to reflect a change in practice or in the law. The current version is always available on this page, and the effective date at the top is updated when a change is made.

A change applies to a new booking from the date it takes effect. An engagement already in progress continues under the terms that applied when it was confirmed, unless the Client agrees in writing to the updated version. The Company will keep a copy of each earlier version for reference.

21. General provisions

If any provision of these terms is found to be invalid or unenforceable, that provision will be limited to the minimum extent necessary and the remaining provisions will continue in full force. A failure to enforce a provision is not a waiver of the right to enforce it later.

Neither party may assign an engagement without the written consent of the other party, except to a successor in connection with a merger or a sale of substantially all of the relevant business. These terms do not create a partnership, joint venture or employment relationship between the parties.

These terms, together with any statement of work or quotation that refers to them, form the entire agreement between the parties on their subject matter. They replace any earlier discussion, proposal or representation on the same subject. A person who is not a party to an engagement has no right to enforce any of its terms.

22. Contact details

Questions about these terms, a booking, an invoice or a deliverable can be sent to the Company using the details below. The bench telephone is answered during business hours, Monday to Friday.

These terms are written in English and the English version is authoritative. Where a translation is provided for convenience, the English text governs in the event of a difference. The privacy policy explains how personal information is handled and should be read together with these terms.