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TERMS & CONDITIONS

 

Last updated: 01/01/25

These Terms & Conditions (“Terms”) govern the use of https://ksproe.com (the “Website”) and the professional engineering services provided by K.S. Projects (“Company”, “we”, “our”, or “us”).

By accessing the Website or engaging our services, you agree to these Terms.

 

 

1. Legal Identity

Services may be provided by:

  • K.S. Projects (Israel) – operating under Israeli law

    and/or

The contracting entity will be specified in the applicable invoice, proposal, or agreement.

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2. Scope of Services

We provide professional engineering and consulting services, including but not limited to:

  • Mechanical design

  • Product development

  • CAD modeling

  • Engineering analysis (FEA, CFD, etc.)

  • Prototyping support

  • R&D consulting

All specific services, timelines, deliverables, pricing, and IP terms are governed by a separate:

  • Proposal

  • Statement of Work (SOW)

  • Master Service Agreement (MSA)

  • Written confirmation via email

No work obligation exists without written confirmation.

 

 

3. Independent Contractor Status

The Company acts as an independent contractor.

Nothing in these Terms shall be construed as creating:

  • Partnership

  • Joint venture

  • Employment relationship

  • Agency relationship

 

 

4. Intellectual Property

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4.1 Website Content

All Website content remains the property of K.S. Projects.

 

4.2 Project Deliverables

Unless otherwise agreed in writing:

  • Client receives rights to use deliverables upon full payment.

  • Background IP, tools, frameworks, and internal methodologies remain the property of the Company.

  • We retain the right to reuse non-confidential know-how and engineering methods.

Patent filing, regulatory filings, and legal IP protection are the Client's responsibility unless explicitly contracted.

 

 

5. Payment Terms

Unless otherwise agreed:

  • Invoices due within the stated period (typically 7–30 days)

  • Late payments may incur interest (maximum allowed by applicable law)

  • Work may be suspended for non-payment

  • Client is responsible for bank and transfer fees

All fees exclude VAT, sales tax, or other applicable taxes unless stated.

 

 

6. Engineering Disclaimer

Engineering and product development involve uncertainty and technical risk.

The Company does not guarantee:

  • Regulatory approval (FDA, CE, UL, etc.)

  • Patent validity

  • Manufacturing yield

  • Market success

  • Third-party integration success

All prototypes require independent validation and testing before commercial use.

The client bears responsibility for final verification before production.

 

 

7. Limitation of Liability

To the maximum extent permitted under applicable law (including Delaware law and Israeli law):

The Company shall not be liable for:

  • Indirect damages

  • Consequential damages

  • Lost profits

  • Loss of business opportunity

  • Production downtime

  • Third-party claims

Total aggregate liability shall not exceed the total fees actually paid for the specific project giving rise to the claim.

This limitation applies whether the claim arises in contract, tort, negligence, or otherwise.

 

 

8. Indemnification

Client agrees to indemnify and hold harmless the Company against:

  • Claims arising from the Client's misuse of deliverables

  • Regulatory violations by Client

  • Product failures after transfer

  • Manufacturing defects not caused by the Company's negligence

 

 

9. Confidentiality

Confidential information is protected when:

  • NDA is signed, or

  • Information is clearly marked confidential

We may reference anonymised project types unless prohibited by agreement.

 

 

10. Data Protection

We comply with:

  • 🇺🇸 Applicable U.S. privacy laws (including CCPA where relevant)

  • 🇮🇱 Israeli Privacy Protection Law (1981)

  • GDPR where applicable

Personal data is processed only for legitimate business purposes and retained only as necessary.

 

 

11. Export Control Compliance

Client agrees to comply with applicable export laws, including:

  • U.S. Export Administration Regulations (EAR)

  • Israeli export control regulations

The client must inform us if the project involves controlled technologies.

 

 

12. Governing Law & Jurisdiction

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For contracts issued by K.S. Projects LLC (Delaware):

These Terms shall be governed by the laws of the State of Delaware, USA.

Disputes shall be resolved in Delaware courts unless otherwise agreed.

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For contracts issued by K.S. Projects (Israel):

These Terms shall be governed by the laws of the State of Israel.

Disputes shall be resolved in competent Israeli courts.

 

 

13. Force Majeure

The Company shall not be liable for delays or failures caused by events beyond reasonable control, including:

  • War

  • Government restrictions

  • Supply chain disruptions

  • Power outages

  • Natural disasters

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14. Termination

We reserve the right to suspend or terminate services in case of:

  • Non-payment

  • Breach of agreement

  • Unlawful conduct

  • Misuse of deliverables

Client remains responsible for payment of completed work.

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15. No Legal Advice

Engineering services do not constitute:

  • Legal advice

  • Regulatory certification

  • Patent law services

The client should consult licensed professionals where required.

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16. Severability

If any provision is found unenforceable, the remaining provisions remain valid.

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17. Entire Agreement

These Terms, together with signed agreements, constitute the entire agreement between parties.

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18. Contact Information

K.S. Projects

Website: https://ksproe.com

Email: office@ksproe.com

 
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