Legal Documentation
Terms of Service
These terms govern all engagements between CORIO Engineering and its clients. Structured for clarity -- read each section before initiating a project.
Section 01
Scope of Engagement
Defines the parties, applicable services, and the boundaries of CORIO's engineering mandate.
1.1 Applicable Parties
These Terms of Service ("Terms") constitute a binding agreement between CORIO Engineering ("CORIO," "we," "us") and any individual, company, or entity ("Client," "you") that engages CORIO for product development, supply chain engineering, market intelligence, or any related professional services. Engagement commences upon written confirmation of a project brief, signed Statement of Work (SOW), or payment of any fee.
1.2 Services Covered
These Terms apply to all service categories delivered by CORIO, including but not limited to:
1.3 Scope Boundaries
CORIO operates exclusively as a product and supply chain engineering firm. These Terms do not apply to, and CORIO expressly disclaims responsibility for, activities outside the agreed SOW scope, including logistics brokerage, import/export customs clearance, retail distribution, or legal regulatory filings.
Any expansion of scope requires a written amendment to the existing SOW, countersigned by both parties. Verbal agreements or email-only confirmations do not constitute scope amendments.
1.4 Term and Renewal
Each engagement is governed by the duration specified in the applicable SOW. Project-based engagements terminate upon final deliverable acceptance. Retainer arrangements renew on a monthly or quarterly basis as defined in the SOW, with either party able to terminate with 30 days' written notice. These Terms survive termination with respect to confidentiality, IP ownership, and dispute resolution obligations.
Section 02
Order Rules
MOQ thresholds, payment schedules, and delivery timeline commitments for all project engagements.
MOQ
Project-Based
Minimum engagement thresholds defined per SOW; no universal unit MOQ applies to engineering services.
Payment
Milestone-Gated
Structured payment tied to deliverable milestones; advance deposit required to initiate work.
Delivery
SOW-Anchored
All timelines are fixed in the SOW; Client-caused delays do not extend CORIO's liability window.
2.1 Minimum Order Quantities (MOQ)
CORIO's engineering services are scoped by project complexity, not unit volume. MOQ thresholds, where applicable (e.g., prototype production runs or sample procurement), are specified in the individual SOW. Clients acknowledge that engineering service fees are independent of production volume and are non-refundable once a project phase is initiated.
For production qualification phases (PQ1, PQ2, PQ3), minimum run quantities are determined by the manufacturing partner's process requirements and will be documented in the Technical Specification Sheet prior to production authorization.
2.2 Payment Terms
All fees are invoiced in USD unless otherwise agreed in writing. Standard payment structure is as follows:
Project Initiation Deposit
Due upon SOW countersignature. Work commences only upon confirmed receipt of cleared funds. No exceptions.
Mid-Project Milestone Payment
Due upon delivery of the milestone deliverable defined in the SOW (e.g., validated prototype, benchmark report). Net-15 from invoice date.
Final Delivery Payment
Due upon final deliverable submission. Net-7 from invoice date. Final documentation, files, and reports are released only upon receipt of full payment.
Invoices unpaid beyond the due date accrue a late fee of 1.5% per month on the outstanding balance. CORIO reserves the right to suspend active work until overdue balances are cleared, without incurring liability for resulting timeline delays.
2.3 Delivery Timelines
Project timelines are established in the SOW and represent CORIO's commitment based on information available at SOW execution. Timeline adherence is contingent on the Client's timely provision of: approved briefs, feedback within agreed review windows, regulatory documentation, and payment per Section 2.2.
Client review windows default to 5 business days per deliverable unless otherwise specified. Failure to provide feedback within this window will be treated as approval, and the timeline will proceed accordingly.
Force majeure events (including but not limited to: port disruptions, raw material shortages, laboratory closures, or regulatory holds) extend the timeline by the duration of the disruption plus a 5-business-day recovery buffer. CORIO will notify the Client in writing within 48 hours of identifying a force majeure condition.
2.4 Order Modifications and Cancellations
Scope modifications after SOW execution require a written Change Order, which may result in fee adjustments and timeline extensions. Change Orders must be approved in writing by both parties before implementation.
Client-initiated cancellations are subject to the following: (a) cancellation before project initiation -- initiation deposit is non-refundable; (b) cancellation after milestone 1 delivery -- all fees invoiced to date are non-refundable; (c) cancellation during final phase -- full project fee is due. CORIO-initiated cancellations due to CORIO's material breach entitle the Client to a pro-rated refund of fees paid for undelivered work.
Section 03
Customization Terms
Prototyping fee structures, tooling and mold ownership, and intellectual property allocation for custom development work.
3.1 Prototyping and Sample Fees
Prototype development and sample production are billed separately from engineering service fees. All prototyping fees are disclosed in the SOW prior to commencement. The following principles apply:
Initial prototype fee: Covers material procurement, lab setup, and first-round sample production. Non-refundable regardless of prototype outcome -- engineering work has been performed.
Iteration rounds: Each subsequent prototype iteration (beyond the number specified in the SOW) is billed at the per-round rate stated in the SOW. Iteration requests must be submitted via written Change Order.
Lab testing fees: Third-party laboratory costs (SEM, FTIR, absorption, delamination) are passed through at cost with zero markup, itemized in the project invoice.
Sample shipping: Physical sample delivery is at Client's expense. CORIO will coordinate shipping logistics; costs are invoiced separately at carrier rates.
3.2 Tooling and Mold Ownership
Ownership of tooling, molds, dies, and custom production equipment is determined as follows:
| Scenario | Ownership | Condition |
|---|---|---|
| Client-funded custom tooling | Client | Full tooling fee paid; transfer documentation issued upon final payment |
| CORIO-funded tooling for Client project | CORIO | Client receives exclusive-use rights for contracted production runs only |
| Jointly developed tooling | Joint | Pro-rated ownership per contribution; documented in SOW addendum |
| Standard tooling (non-custom) | Manufacturer | No transfer rights; usage governed by production agreement |
Client-owned tooling stored at manufacturing facilities remains the Client's property. CORIO will provide a tooling register upon project completion. Physical retrieval of tooling is the Client's responsibility and cost.
3.3 Intellectual Property Allocation
Upon full payment of all fees, the Client receives exclusive ownership of: product specifications developed specifically for the Client's project, formulation documentation, BOM structures, and technical drawings created under the SOW.
CORIO retains ownership of: proprietary methodologies, process frameworks (including The Engineer's Path and The Strategic Trinity), analytical tools, template structures, and any pre-existing intellectual property incorporated into deliverables. CORIO grants the Client a perpetual, non-exclusive license to use such incorporated IP solely in connection with the deliverable.
Clients may not reverse-engineer, sublicense, or transfer CORIO's proprietary methodologies to third parties, including competitors, consultants, or manufacturing partners not authorized by CORIO in writing.
3.4 Confidentiality of Custom Specifications
All custom specifications, formulations, and technical documentation developed for a Client are treated as Confidential Information under the mutual NDA executed at engagement initiation. CORIO will not share Client-specific specifications with any other party. Clients must ensure that manufacturing partners receiving CORIO-authored specifications execute appropriate confidentiality agreements before receiving documentation.
Section 04
Quality & After-Sales
Inspection protocols, quality warranty terms, and post-delivery support commitments for all CORIO-managed deliverables.
4.1 Inspection and Acceptance Protocols
CORIO applies AQL (Acceptable Quality Level) inspection standards to all production qualification phases. Default inspection level is AQL 2.5 (General Inspection Level II) unless the Client specifies a stricter standard in the SOW. Inspection protocols include:
Pre-Production Inspection
Verification of raw materials, BOM compliance, and process parameter setup before production run authorization.
During Production Check (DUPRO)
SPC-based sampling at defined production intervals to identify process drift before full-run completion.
Final Random Inspection (FRI)
Post-production AQL sampling against approved specifications. Inspection report issued within 3 business days of inspection date.
Lab Verification Testing
Third-party lab testing for critical performance parameters (absorption rate, tensile strength, skin safety) as specified in the SOW.
4.2 Quality Warranty Terms
CORIO warrants that all engineering deliverables (specifications, technical documents, inspection reports) are prepared with professional care and are accurate to the best of CORIO's knowledge at the time of delivery. The warranty period for engineering deliverables is 90 days from the date of final delivery.
For production-qualified products, CORIO warrants that the product specifications, as validated through PQ3, will meet the performance parameters documented in the final Technical Specification Sheet. This warranty does not extend to production batches where the Client has authorized substitution of materials or process parameters without CORIO's written review.
CORIO's quality warranty is limited to engineering deliverables and does not constitute a guarantee of commercial success, regulatory approval, or market performance. CORIO is not the manufacturer and does not warrant production consistency beyond the PQ3 validation run.
4.3 Defect Reporting and Remediation
The Client must report any defects in CORIO deliverables within 15 calendar days of delivery. Defect reports must be submitted in writing and include: (a) a clear description of the defect; (b) the specific deliverable and version affected; (c) supporting evidence (photographs, lab test results, measurement data).
Upon receipt of a valid defect report, CORIO will: acknowledge within 2 business days, assess the defect within 5 business days, and propose a remediation plan within 10 business days. Remediation may include revision of specifications, supplementary inspection, or additional testing at CORIO's cost, provided the defect is attributable to CORIO's work product.
4.4 Post-Delivery Support
CORIO provides a 30-day post-delivery support window for all completed project engagements. During this period, the Client may request clarification on deliverables, minor specification adjustments (within original scope), and guidance on implementation. Support requests beyond 30 days, or requests requiring new analysis or additional engineering work, are billed at the applicable retainer or hourly rate.
Section 05
Liability & Dispute Resolution
Liability limitations, breach remedies, and the structured process for resolving disputes between CORIO and its clients.
5.1 Limitation of Liability
To the maximum extent permitted by applicable law, CORIO's total cumulative liability to the Client arising from or related to any engagement -- whether based on contract, tort, negligence, strict liability, or otherwise -- shall not exceed the total fees paid by the Client to CORIO in the six (6) months immediately preceding the event giving rise to the claim.
Excluded from CORIO's liability:
- Indirect, consequential, incidental, special, or punitive damages
- Loss of profits, revenue, business opportunity, or goodwill
- Regulatory penalties or compliance failures arising from Client decisions
- Production failures caused by unauthorized material or process substitutions
- Third-party claims arising from Client's use of CORIO deliverables
5.2 Breach of Contract
Either party may be considered in material breach if they: (a) fail to make payment per Section 2.2 and do not cure within 10 business days of written notice; (b) violate confidentiality or IP obligations under Sections 3.3 and 3.4; (c) fail to deliver agreed scope and do not cure within 15 business days of written notice; or (d) engage in conduct that materially undermines the other party's ability to perform.
Upon a material breach, the non-breaching party may: suspend performance immediately upon written notice, terminate the engagement with 5 business days' written notice, and pursue remedies available under these Terms and applicable law. The non-breaching party is not required to continue performance during a cure period if doing so would cause material harm.
5.3 Dispute Resolution Process
The parties commit to resolving disputes through a structured escalation process before pursuing formal legal remedies:
Good-Faith Negotiation (Days 1-15)
Either party submits a written dispute notice. Both parties' designated representatives (Strategic Partner level or above) meet within 10 business days to attempt resolution in good faith.
Structured Mediation (Days 16-45)
If negotiation fails, the parties engage a mutually agreed neutral mediator. Mediation costs are shared equally. Mediation is confidential and without prejudice to either party's legal position.
Binding Arbitration (Day 46+)
Unresolved disputes are submitted to binding arbitration under the rules of the Hong Kong International Arbitration Centre (HKIAC). Arbitration is conducted in English. The arbitral award is final and enforceable in any jurisdiction.
5.4 Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of Hong Kong Special Administrative Region, without regard to its conflict of law principles. For matters requiring urgent injunctive relief (e.g., IP infringement, confidentiality breach), either party may seek interim relief from courts of competent jurisdiction without prejudice to the arbitration obligation.
5.5 Indemnification
Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) the indemnifying party's material breach of these Terms; (b) the indemnifying party's negligence or willful misconduct; or (c) infringement of a third party's intellectual property rights caused by the indemnifying party's materials or instructions.
Amendments to These Terms
CORIO reserves the right to update these Terms at any time. Material changes will be communicated via email to active clients at least 30 days before taking effect. Continued engagement after the effective date constitutes acceptance of the revised Terms.
Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the original intent.
Questions About These Terms
Need Clarification Before Engaging?
Our team is available to walk through any section of these Terms before you sign an SOW. Clarity upfront prevents friction downstream -- that's the engineering way.
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Last updated: January 1, 2025 · Version 2.1 · These Terms supersede all prior versions. · Privacy Policy