Terms of Service

// Section 01

Definitions and Interpretation

In these Terms of Service, the following terms have the meanings set out below unless the context expressly requires otherwise.

"ROLIX" refers to the engineering consultancy operating under the name ROLIX, registered and headquartered at Naxou, 1, 1st Floor, Flat/Office 103, Strovolos, 2043, Nicosia, Cyprus.

"Client" means any individual, company, organization, or entity that engages ROLIX for engineering consultancy services through any means including but not limited to website submission, direct communication, or signed agreement.

"Services" means all engineering consultancy, design, modeling, documentation review, IoT consulting, and technical support activities performed by ROLIX as described in the applicable Project Agreement.

"Project Agreement" means any written document, statement of work, proposal, or email confirmation that sets out the scope, timeline, deliverables, and fees for a specific engagement between ROLIX and the Client.

"Deliverables" means all technical files, drawings, models, reports, documentation, and other outputs produced by ROLIX in the course of providing the Services.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, design rights, and any other form of proprietary rights whether registered or unregistered.

"Confidential Information" means any technical, commercial, financial, or other information disclosed by one party to the other in connection with a project that is identified as confidential or would reasonably be understood to be confidential given its nature.

References to "writing" include email communications. References to a "business day" mean any day that is not a Saturday, Sunday, or public holiday in the Republic of Cyprus. Headings in these Terms are for convenience only and shall not affect interpretation.

// Section 02

Services and Scope of Engagement

ROLIX provides remote engineering consultancy services to businesses and individuals developing physical products, technical systems, and connected technologies. Our services are structured as project-based consulting engagements and include the following disciplines:

• CAD Design and Technical Drafting — remote development and refinement of technical drawings, engineering schematics, assemblies, and project documentation in professional CAD software environments.
• 3D Modeling and Engineering Visualization — creation and modification of parametric 3D models, product assemblies, and engineering visualizations for analysis, presentation, and manufacturing preparation purposes.
• Engineering Documentation Review — comprehensive audit and verification of existing engineering drawings, technical specifications, bills of materials, and data packages for accuracy, consistency, and completeness.
• IoT Systems Consulting and Remote Monitoring Solutions — technical consultation on Internet of Things architecture design, remote monitoring infrastructure planning, sensor selection and integration, and connected product development strategy.
• Product Concept Technical Support — feasibility assessment, engineering logic evaluation, design recommendations, and structured technical guidance at the early stages of product concept development.

All Services are delivered entirely remotely and online. ROLIX does not provide on-site visits, physical manufacturing, prototype fabrication, or direct equipment procurement as part of any standard engagement. The scope of each specific engagement is defined exclusively by the applicable Project Agreement.

ROLIX reserves the right to decline any project request at its sole discretion without providing a reason. Submission of a project brief does not constitute the formation of a contractual obligation on the part of ROLIX.

// Section 03

Project Agreements and Deliverables

All engagements with ROLIX are governed by a Project Agreement that defines the scope of work, deliverables, timelines, revision rounds, communication protocols, and applicable fees. No work will commence until a Project Agreement has been confirmed in writing by both parties and the required deposit or full payment has been received.

The Client is responsible for providing ROLIX with complete and accurate project requirements, reference materials, technical specifications, and any other information necessary for the performance of the Services. ROLIX shall not be liable for delays, errors, or deficiencies in Deliverables that result from incomplete, inaccurate, or late provision of required information by the Client.

Deliverables will be provided in the file formats specified in the Project Agreement. If no specific format is agreed, ROLIX will deliver in the most appropriate industry-standard format for the type of work performed. All Deliverables are transmitted electronically unless otherwise agreed.

ROLIX will use commercially reasonable efforts to meet the timelines specified in the Project Agreement. However, timelines are estimates and may be subject to adjustment where the Client's requirements change, where requested information is not provided on time, or where other circumstances beyond the reasonable control of ROLIX arise. ROLIX will communicate any anticipated delays promptly.

Acceptance of Deliverables is deemed to occur where the Client does not raise written objections within seven (7) calendar days of delivery, or where the Client uses the Deliverables for any purpose prior to raising any objections.

// Section 04

Payment Terms and Invoicing

Fees for ROLIX Services are set out in the applicable Project Agreement. Fees may be structured on an hourly basis, a fixed-project basis, or a retainer basis as agreed between the parties. All fees are quoted in United States Dollars (USD) unless otherwise specified.

For new engagements, ROLIX typically requires a deposit of fifty percent (50%) of the total agreed project fee prior to commencement of work, with the remaining balance due upon delivery of final Deliverables. For larger projects, alternative milestone-based payment schedules may be agreed in writing.

Invoices are payable within fourteen (14) calendar days of the invoice date unless the Project Agreement specifies different payment terms. ROLIX reserves the right to suspend or withhold delivery of Deliverables where invoices remain unpaid beyond the due date.

Late payments will accrue interest at the rate of two percent (2%) per month or the maximum rate permitted by applicable law, whichever is lower, calculated from the payment due date until the date of actual payment. In addition, ROLIX reserves the right to recover reasonable costs incurred in collecting overdue amounts.

All fees quoted by ROLIX are exclusive of any applicable taxes, levies, or duties. The Client is responsible for determining and remitting any taxes applicable to payments made to ROLIX under the laws of the Client's jurisdiction.

ROLIX does not accept payment in cryptocurrency or any non-standard means of payment unless expressly agreed in a Project Agreement. ROLIX accepts payment via bank transfer and major payment processors as communicated to the Client in the invoice.

// Section 05

Intellectual Property Rights

Upon receipt of full payment for a project, ROLIX assigns to the Client all rights, title, and interest in the Deliverables specifically created for that project under the applicable Project Agreement, including any copyright and related rights therein. This assignment is global, perpetual, irrevocable, and royalty-free.

Notwithstanding the foregoing, ROLIX retains all rights in its pre-existing intellectual property, tools, methodologies, templates, libraries, frameworks, and know-how developed prior to or independently of the Client engagement ("ROLIX Background IP"). To the extent that any ROLIX Background IP is incorporated into Deliverables, ROLIX grants the Client a non-exclusive, perpetual, royalty-free license to use such Background IP solely as incorporated in and for the purposes of the Deliverables.

The Client represents and warrants that any materials, data, drawings, specifications, or other inputs provided by the Client to ROLIX do not infringe any third-party intellectual property rights. The Client indemnifies ROLIX against any claims, losses, or liabilities arising from any such infringement.

Prior to full payment being received, all Deliverables remain the intellectual property of ROLIX. The Client acquires no rights to use, reproduce, distribute, or exploit any Deliverables until all outstanding amounts have been paid in full.

ROLIX may request the Client's permission to include anonymized project references in its portfolio or marketing materials. ROLIX will not identify the Client by name or disclose Confidential Information in any such reference without prior written consent.

// Section 06

Confidentiality and Non-Disclosure

Each party agrees to keep confidential all Confidential Information received from the other party in connection with any project engagement and to use such information solely for the purposes of performing or receiving the Services.

Each party agrees not to disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to its employees, contractors, or advisors who have a need to know such information and are bound by confidentiality obligations no less protective than those set out herein.

The obligations of confidentiality set out in this section do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party prior to disclosure as evidenced by written records.
• Is received from a third party who is not subject to any confidentiality obligation in respect of that information.
• Is required to be disclosed by applicable law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice and reasonable cooperation in seeking a protective order.

Confidentiality obligations under this section survive termination or expiry of any project engagement for a period of three (3) years.

ROLIX treats all client technical data, product concepts, and business information with strict confidentiality as a matter of professional practice. ROLIX will not share, sell, or disclose client project information to any competitor or third party for commercial purposes under any circumstances.

// Section 07

Client Responsibilities

The Client accepts the following responsibilities as conditions of engaging ROLIX for any Services:

• Provide complete, accurate, and timely information, specifications, reference materials, and feedback required by ROLIX to perform the Services as agreed in the Project Agreement.
• Designate a suitably qualified point of contact who has authority to provide instructions and approvals on behalf of the Client throughout the project engagement.
• Respond to ROLIX communications, review requests, and approval requests within the timeframes set out in the Project Agreement, or within five (5) business days where no timeframe is specified.
• Ensure that all materials and information provided to ROLIX are owned by the Client or that the Client has the right to provide them to ROLIX for the purposes of the engagement.
• Pay all invoices in accordance with the payment terms set out in these Terms and the applicable Project Agreement.
• Use all Deliverables in compliance with applicable laws and regulations, including all relevant engineering standards, safety regulations, and product certification requirements applicable in the Client's jurisdiction.
• Not misrepresent ROLIX Deliverables, take credit for ROLIX's engineering work as the Client's own original work in contexts where attribution is professionally required, or use Deliverables to deceive or mislead any third party.

ROLIX shall not be responsible for any failure to meet project timelines or quality requirements that is caused directly or indirectly by the Client's failure to fulfill any of the above responsibilities. Additional costs arising from such failures may be charged to the Client.

// Section 08

Revisions and Change Requests

Each Project Agreement will specify the number of revision rounds included within the agreed project fee. A revision round means one consolidated set of amendments or corrections submitted by the Client in writing following delivery of a Deliverable or milestone draft.

Revisions that fall within the originally agreed scope of work and do not require ROLIX to perform additional or materially different engineering work are included within the specified revision rounds at no additional charge.

Revisions requested after the included revision rounds have been exhausted, or revisions that expand, alter, or add to the original agreed scope of work, will be treated as change requests. Change requests are subject to additional fees calculated at ROLIX's standard hourly rate or as otherwise agreed in writing prior to commencement of the additional work.

Significant scope changes — including but not limited to changes to core engineering requirements, changes to the fundamental design direction, or the addition of entirely new components or systems — may require the creation of a revised or supplementary Project Agreement. ROLIX is not obligated to proceed with scope changes until a written agreement on fees and timeline has been reached.

The Client is encouraged to consolidate and provide thorough feedback at each review stage to minimize the need for additional revision rounds. ROLIX will always communicate clearly when a requested change falls outside the included scope before proceeding.

// Section 09

Limitation of Liability

To the maximum extent permitted by applicable law, ROLIX's total aggregate liability to the Client arising out of or in connection with any project engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees actually paid by the Client to ROLIX for the specific project giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim.

To the maximum extent permitted by applicable law, ROLIX shall not be liable for any of the following, even if ROLIX has been advised of the possibility of such losses:

• Loss of profits, revenue, business, or anticipated savings.
• Loss of contracts or commercial opportunities.
• Loss of goodwill or damage to reputation.
• Loss or corruption of data or information.
• Any indirect, special, incidental, consequential, punitive, or exemplary damages of any kind.
• Losses arising from the Client's use of Deliverables for purposes other than those for which they were created.
• Losses arising from the Client's failure to comply with applicable engineering standards, safety regulations, or certification requirements.

ROLIX's Services are provided as engineering consultancy and technical support. ROLIX does not assume responsibility for the final engineering decisions, manufacturing choices, product safety, regulatory compliance, or commercial outcomes of any product, system, or project developed with reference to ROLIX Deliverables. The Client remains solely responsible for all engineering decisions and their consequences.

Nothing in these Terms limits ROLIX's liability for death or personal injury caused by ROLIX's negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

// Section 10

Warranties and Representations

ROLIX warrants that:

• It has the right, power, and authority to enter into project engagements and to perform the Services as described in Project Agreements.
• The Services will be performed with reasonable skill, care, and diligence by qualified engineering professionals.
• The Deliverables will conform in all material respects to the specifications and requirements set out in the applicable Project Agreement.
• To the best of ROLIX's knowledge, the Deliverables (excluding Client-provided materials) will not infringe any third-party intellectual property rights.

Except as expressly set out in these Terms, ROLIX makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

ROLIX does not warrant that Deliverables will be suitable for manufacturing, certification, regulatory approval, or commercial deployment without further engineering review, modification, or validation by appropriately licensed engineers in the Client's jurisdiction. The Client is solely responsible for ensuring that any product or system developed using ROLIX Deliverables meets all applicable legal, regulatory, and safety requirements.

The Client warrants that it has the legal capacity and authority to enter into a binding agreement with ROLIX, that all information provided to ROLIX is true and accurate, and that the Client will use the Services and Deliverables in compliance with all applicable laws.

// Section 11

Termination

Either party may terminate a project engagement by providing written notice to the other party in the following circumstances:

• The other party commits a material breach of these Terms or the applicable Project Agreement and, where the breach is capable of remedy, fails to remedy it within fourteen (14) calendar days of receiving written notice specifying the breach.
• The other party becomes insolvent, enters into administration or receivership, makes an arrangement with its creditors generally, or is subject to any analogous event in any jurisdiction.

The Client may terminate a project engagement for convenience by providing fourteen (14) calendar days' written notice to ROLIX. In such event, the Client shall pay ROLIX for all work completed up to the date of termination, including any work in progress calculated on a pro-rata basis at the applicable project rate, plus any non-refundable costs reasonably incurred by ROLIX in connection with the project. Deposits paid are non-refundable upon termination for convenience by the Client.

ROLIX may suspend or terminate a project engagement immediately where the Client fails to make payment when due and does not remedy such failure within seven (7) calendar days of written notice, or where continuing the engagement would cause ROLIX to violate applicable law.

Upon termination for any reason, the Client shall promptly pay all outstanding amounts owed to ROLIX. ROLIX will deliver all completed Deliverables and work-in-progress to the Client upon receipt of full payment of all outstanding amounts. Intellectual property rights in completed and paid-for Deliverables transfer to the Client as set out in Section 05.

Sections 05, 06, 09, 10, and 12 of these Terms survive termination or expiry of any project engagement.

// Section 12

Governing Law and Jurisdiction

These Terms of Service and any project engagement entered into pursuant to them shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to its conflict of law provisions.

Any dispute, controversy, or claim arising out of or relating to these Terms, a project engagement, or the Services provided by ROLIX shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days from the date on which one party notifies the other in writing of the dispute.

If the dispute cannot be resolved through negotiation within the thirty-day period, the parties submit to the exclusive jurisdiction of the courts of the Republic of Cyprus to resolve the dispute. Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

Where the Client is located in a jurisdiction that does not permit the exclusive choice of Cypriot law or courts, the mandatory consumer protection or other provisions of the Client's local law shall apply to the extent required, without affecting the remainder of this governing law clause.

// Section 13

General Provisions

Entire Agreement. These Terms of Service, together with any applicable Project Agreement, constitute the entire agreement between ROLIX and the Client with respect to the subject matter thereof and supersede all prior negotiations, representations, proposals, and agreements, whether written or oral.

Amendments. ROLIX reserves the right to update or modify these Terms of Service at any time. Updated Terms will be posted on the ROLIX website with a revised effective date. Continued engagement with ROLIX following the posting of updated Terms constitutes the Client's acceptance of the changes. Project Agreements in effect at the time of any change will continue to be governed by the Terms in force at the time of their execution unless both parties agree otherwise in writing.

Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

Waiver. No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. No waiver shall be effective unless made in writing and signed by the waiving party.

Assignment. The Client may not assign or transfer any rights or obligations under these Terms or any Project Agreement without ROLIX's prior written consent. ROLIX may assign its rights and obligations to any successor entity in connection with a merger, acquisition, or sale of its business.

Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure results from causes beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, civil unrest, government action, power outages, or internet infrastructure failures. The affected party will notify the other party promptly and use reasonable efforts to resume performance as soon as possible.

Relationship of Parties. ROLIX operates as an independent contractor. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between ROLIX and the Client. ROLIX retains full discretion as to the manner and means by which the Services are performed.

Notices. All notices under these Terms shall be in writing and delivered by email to the addresses provided by each party. Notices to ROLIX shall be sent to rolix.ltd@atomicmail.io. Notices shall be deemed received on the next business day following transmission, provided no delivery failure notification is received.

// Section 14

Contact Information

For any questions, concerns, or formal notices regarding these Terms of Service or any project engagement with ROLIX, please use the contact details below. ROLIX endeavors to respond to all written inquiries within two (2) business days.