1. Agreement to These Terms
By accessing this website, reading its pages or sending a message to the Company, a visitor agrees to the terms set out below. A person who does not agree should stop using the website and should not rely on the material published here as the basis for any decision.
These terms apply to the website and to general dealings with the Company before a formal engagement begins. When a client commissions engineering work, the signed proposal, statement of work or master agreement for that programme takes precedence over these terms where the documents conflict. These terms fill the gaps that the programme documents do not address.
Nothing on this website constitutes an offer capable of acceptance. Descriptions of services, process and capability are informative, and the Company becomes bound only when it issues a written quotation that is accepted in writing, or when both parties sign a programme document.
The Company may amend these terms from time to time as described in the section on changes. Continued use of the website after an amendment takes effect indicates acceptance of the revised terms.
2. About the Company
This website is operated by Adaptavist Inc., a company established in the United States with its business address at 12110 Sunset Hills Rd Ste 600, Reston - 20190-5916, United States (US). The Company may be contacted by email at appointments@adaptavist.lat or by telephone at +18208422154.
The Company provides computer integrated systems design and related engineering services, with particular focus on self-aligning control systems, inertial sensor fusion, calibration platforms and test rigs. The practice works from an instrument hall in Reston and travels to client sites for field alignment work.
References on this website to the Company, to the practice, to the instrument hall or to the engineering desk all refer to the same operating organisation described in this section. References to a client or to a visitor mean the person or organisation using the website or engaging the services.
3. Definitions
The following definitions apply throughout these terms. A definition in a signed programme document takes precedence for that programme, and the definitions below apply where the programme document is silent.
- Company means Adaptavist Inc. and its staff, contractors and authorised representatives.
- Website means the pages published at adaptavist.lat and any subdomain operated by the Company.
- Services means the engineering, calibration, integration and field alignment work described on the website and in a quotation.
- Client means the organisation or individual that commissions Services under a signed programme document.
- Programme means a defined piece of engineering work carried out under a quotation or statement of work.
- Deliverable means a platform, rig, report, procedure, drawing, software build or other item that the Company agrees to hand over.
- Reference means the physical or logical standard against which a platform is aligned and measured.
- Acceptance means the written confirmation by the Client that a Deliverable meets the criteria agreed for the Programme.
Words in the singular include the plural and words in the plural include the singular. Headings are for convenience and do not affect interpretation. A reference to a statute includes any successor provision.
4. Permitted Use of the Website
The Company grants a visitor a limited, revocable, non-exclusive licence to view the pages of the website and to print or save a copy of individual pages for personal and internal business reference. This licence does not permit commercial republication, systematic copying or redistribution of the material.
A visitor may link to the homepage or to any page of the website, provided the link does not misrepresent the relationship between the linking site and the Company and does not frame the content as part of another site. The Company may withdraw this permission if a link is used in a misleading or harmful context.
The website is intended for use by professionals evaluating engineering services. It is not a consumer marketplace, does not offer online checkout, and does not provide emergency support. A visitor who needs urgent assistance with a failed platform should telephone the number published on the contact page rather than rely on the website form.
Access is provided on an as available basis. The Company does not guarantee that the website will be free of interruption and may suspend access for maintenance or security work without notice.
5. Prohibited Conduct
A visitor must not attempt to interfere with the operation of the website, gain access to data that is not intended for public view, or use automated tools in a way that places an unreasonable load on the hosting infrastructure. Security testing must not be carried out without the prior written permission of the Company.
A visitor must not submit content that is unlawful, defamatory, misleading or that infringes the rights of another person. The contact form is provided so that a visitor can begin a genuine conversation about engineering work, not so that the Company can be used as a channel for unsolicited advertising.
A visitor must not copy the design, the text or the code of the website in order to present it as the work of another organisation. The visual language of the website, including the ring navigation, the staircase composition and the shelf wall of flywheel discs, is part of the identity of the Company and must not be reproduced without permission.
Where a visitor breaches this section, the Company may block access, report the conduct to the relevant provider and take legal action where the conduct causes loss. The Company may also preserve relevant records for the purpose of investigating the breach.
6. Website Content
The Company takes care to keep the content of the website accurate and current, but does not warrant that every statement is complete or free from error. Engineering descriptions are necessarily general, because the right solution depends on the structure, the sensor set and the environment of each platform.
Numbers, tolerances, dimensions and performance figures that appear on the website are illustrative. They describe typical results in a controlled instrument hall and are not a guarantee of the result that a particular platform will achieve. A Client must rely on the figures stated in the signed programme document rather than on the website.
The Company may change, remove or add content at any time without notice. Where a page is removed, links from other sites may stop working; the Company accepts no responsibility for the consequences of an external link to a removed page.
Nothing on the website constitutes engineering advice for a specific machine. A visitor who acts on general material without commissioning a survey does so at that visitor own risk.
7. Intellectual Property
The text, layout, styles, illustrations and code of the website are owned by the Company or used under a licence and are protected by copyright and related rights. The Company name, the ring badge and the visual identity of the practice are protected marks. No right to use these marks is granted except as described in the section on permitted use.
Engineering deliverables are governed by the programme document. Unless that document states otherwise, the Company retains ownership of its pre-existing tools, methods, software libraries and calibration procedures, and grants the Client a perpetual licence to use them to the extent necessary to operate and maintain the Deliverable.
Where a programme produces new drawings or reports specifically for the Client, ownership of those documents may be transferred to the Client on full payment, as stated in the programme document. The Company retains a right to keep a copy for its records and to use the material in an anonymised form to describe its capability.
A Client must not remove proprietary notices from a Deliverable or reverse engineer a software component except where the law expressly permits it. Third party components are subject to the licences described in the section on third party components.
8. Engineering Engagements
An engagement begins when the Company and the Client sign a programme document and, where the document requires it, the Client pays any mobilisation amount. The programme document sets out the scope, the deliverables, the schedule, the acceptance criteria and the fees for that programme.
Each programme is governed by its own document. These terms apply in addition to the programme document and do not create obligations for a programme that has not been agreed. A quotation for one programme does not commit the Company to a similar price for a later programme.
The Company carries out its work with the skill and care expected of a professional engineering practice in the same field. Where a programme requires a specialist discipline outside the practice, the Company identifies that requirement during the survey and either brings in a qualified partner with the approval of the Client or declines the work.
The Company may use subcontractors for defined tasks such as machining, anodising, cable assembly or independent calibration. The Company remains responsible to the Client for the quality of subcontracted work.
9. Quotations and Proposals
A quotation is valid for thirty days from its date unless it states a different period. Prices are quoted in the currency named in the quotation and exclude taxes, duties, travel and expenses unless those items are listed separately. The Company may withdraw a quotation before acceptance if a supplier price or a technical assumption changes materially.
A proposal may include assumptions about the structure, the available power or the environment of a platform. If those assumptions turn out to be wrong, the Company informs the Client before continuing and provides a revised estimate. Work that falls outside the agreed scope is handled through a written change request.
A change request describes the additional work, its effect on the schedule and its effect on the fee. The Company does not carry out additional work until the Client accepts the change request in writing, except where the work is needed to prevent injury or serious damage.
Where a Client asks for work to begin before a programme document is signed, the Company may agree to a limited start on a letter of intent. The letter of intent must state a cap on the work authorised and the basis for charging.
10. Client Obligations
The Client must provide accurate information about the platform and the environment in which it operates. The Client must also provide safe access to the site, the drawings, the maintenance history and any data needed to establish a reference.
- Nominate a technical contact who can answer questions and approve decisions.
- Provide access to the platform and to the relevant records at the times agreed for the survey and the calibration.
- Ensure that the site meets the safety rules that apply to visitors and contractors.
- Obtain any permission needed from a landlord or equipment owner before work begins.
- Keep the deliverables and the calibration records in a condition that allows them to be maintained.
- Inform the Company promptly of any change that affects a documented assumption.
Where the Client does not meet these obligations, the Company may suspend the work and charge for time lost, provided the Company gives notice and an opportunity to remedy the issue. Delay caused by the Client does not extend a fixed acceptance date unless the Company agrees in writing.
The Client is responsible for the accuracy of information supplied about its own staff and contractors. The Company handles that information in accordance with its Privacy Policy.
11. Delivery and Acceptance
Delivery of a Deliverable occurs when the Company hands it over at the place stated in the programme document. Delivery of a report occurs when the report is sent to the address nominated by the Client. Risk in a physical Deliverable passes to the Client on delivery, except where the programme document states otherwise.
Acceptance occurs when the Client confirms in writing that the Deliverable meets the acceptance criteria, or when the Client uses the Deliverable in production without raising a written objection within the period stated in the programme document. The Company provides the test data and the procedure needed for the Client to perform acceptance.
If the Client finds a defect during acceptance, the Client notifies the Company with enough detail for the defect to be reproduced. The Company investigates, corrects the defect within the scope of the programme, and repeats the relevant test. A defect that results from a change made by the Client or from use outside the agreed conditions is not a defect in the Deliverable.
Where the Client does not perform acceptance within a reasonable period after the Company requests it, acceptance is deemed to have occurred, and any warranty period begins from that date.
12. Field Work and Site Access
Field alignment visits are carried out at the installed platform. The Client must provide safe access, a suitable area for instruments, and a point of contact who can authorise adjustments. The Company confirms the visit window in advance and sends a short preparation note listing the tools and conditions it expects.
Engineers follow site safety rules and may stop work if conditions are unsafe. If a visit cannot proceed because access is refused, the site is unsafe or the platform is not in a fit state to measure, the Company may charge for the time and travel spent.
The Company is not responsible for changes to a platform that occur after the field alignment, including changes made by the Client, by another contractor or by the environment. A later drift is treated as a new condition and may require a further visit.
Photographs taken during a visit are used for the alignment record and are shared only with the Client and the Company professional advisers, unless the Client agrees to wider use. Images showing people are handled in the manner described in the privacy policy.
13. Fees and Payment
Fees are stated in the programme document and may be fixed, time based or a combination of both. Unless the document states otherwise, invoices are issued on milestones and are payable within thirty days of the invoice date. The Company may charge interest on late payment at the rate permitted by law.
Travel, accommodation and instrument transport are charged at cost where they are not included in the fee. The Company seeks approval for significant travel before it is booked and provides receipts with the invoice.
Where a programme runs longer than expected because of a Client change, the additional time is charged at the rate stated in the programme document. Where the delay is caused by the Company, the Company does not charge for the additional time.
The Client is responsible for taxes and duties that apply to the engagement, except for taxes on the income of the Company. If a payment is withheld because of a dispute, the Client pays the undisputed part and explains the disputed part in writing.
The Company may suspend work and withhold deliverables if an undisputed invoice remains unpaid for more than forty five days, after giving written notice and an opportunity to pay.
14. Warranty and Defects
The Company warrants that its engineering work will be carried out with reasonable skill and care and that a Deliverable will conform to the specification in the programme document for a period of twelve months from acceptance, unless a different period is stated.
If a defect appears during the warranty period and is reported promptly, the Company investigates and repairs or replaces the affected part. The Client must give the Company access to the platform and must not attempt a repair that could obscure the cause.
The warranty does not cover normal wear, consumable components, damage caused by misuse, operation outside the stated conditions, unauthorised modification or the failure of a component supplied by the Client. The Company may charge for an investigation that finds no warranty defect.
Calibration and alignment figures are warranted within the tolerance stated in the programme document at the time of acceptance. Natural drift over time is expected and is addressed through the maintenance schedule rather than through the warranty.
The remedies in this section are the exclusive remedies for a breach of the warranty, to the extent permitted by law.
15. Limitation of Liability
To the extent permitted by law, the total liability of the Company arising from a programme, whether in contract, tort, breach of statutory duty or otherwise, is limited to the fees paid by the Client for the programme that gave rise to the claim. For use of the website, liability is limited to one hundred United States dollars.
The Company is not liable for indirect or consequential loss, loss of profit, loss of production, loss of data, loss of goodwill or the cost of substitute services. These exclusions reflect the nature of a specialist engineering practice, where a defect in a component must be corrected by the practice rather than compensated as lost business.
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded. Where a limitation is found to be unenforceable, the remaining provisions continue in force.
A claim must be notified within the period stated in the programme document or, where none is stated, within twelve months of the date on which the claimant became aware of the circumstances giving rise to the claim.
16. Indemnity
The Client indemnifies the Company against claims, losses and costs arising from the Client own materials, data, instructions or modifications, including a claim that a drawing or specification supplied by the Client infringes the rights of a third party.
The Company indemnifies the Client against claims that a Deliverable, as supplied and used in accordance with the programme document, infringes a United States intellectual property right. This indemnity does not apply where the claim arises from a Client modification, from a combination with a product not supplied by the Company, or from use outside the agreed conditions.
A party that receives a claim covered by this section must notify the other promptly, allow the other to control the defence, and provide reasonable assistance. The indemnifying party may not settle a claim in a way that admits fault on the part of the other party without consent.
17. Confidentiality
Each party may receive technical and commercial information from the other. Each party keeps that information confidential, uses it only for the programme, and shares it only with staff and advisers who need it. The obligations in this section last for five years after the programme ends, and longer where the law requires.
Information is not confidential if it is already public without a breach, was known to the receiving party before disclosure, is received lawfully from a third party, or is independently developed without use of the confidential information.
Where the law requires disclosure of confidential information, the party subject to the requirement gives the other party notice where it can, discloses only what is required, and cooperates in any effort to limit the disclosure.
The Company may describe a programme in general terms, without naming the Client, when explaining its capability to a prospective client. A Client who needs stricter confidentiality should ask for it to be recorded in the programme document.
18. Third Party Components
Many platforms include sensors, drives, bearings and software supplied by other organisations. The Company selects components with care and integrates them into the Deliverable, but does not manufacture them and cannot warranty them beyond what their maker provides.
Where a component fails, the Company helps the Client pursue the maker guarantee and may carry out the replacement as a separate task. The Company does not accept liability for a defect that is attributable to a third party component, except to the extent that the defect was caused by incorrect integration for which the Company is responsible.
Software supplied under an open source licence is governed by that licence. The Client receives the licence text with the Deliverable. The Company does not accept obligations that conflict with an open source licence.
19. Suspension and Termination
Either party may terminate a programme document by written notice if the other commits a material breach and does not remedy it within thirty days of a written request. The Company may suspend work immediately if continuing would create a safety risk or if an undisputed invoice remains unpaid after notice.
On termination, the Client pays for work performed and for costs committed before the effective date of termination. The Company hands over completed deliverables and work in progress for which payment has been received. Each party returns or destroys confidential information belonging to the other, subject to any legal duty to retain it.
Where the Client terminates for convenience, the Company is entitled to a reasonable amount for demobilisation and for the cost of materials that cannot be used elsewhere. Where the Company terminates for convenience, it refunds any amount paid for work not performed.
Provisions that by their nature should survive termination, including those on intellectual property, confidentiality, liability and governing law, continue to apply.
20. Force Majeure
Neither party is liable for a failure to perform caused by an event beyond its reasonable control, such as a natural disaster, a severe weather event that prevents travel, an epidemic, a labour dispute, a failure of public infrastructure, a cyber attack on a third party service, or a government order.
The affected party notifies the other promptly and describes the effect on the programme. The parties discuss how to mitigate the delay. If the event continues for more than sixty days, either party may terminate the affected programme and settle the account for work already performed.
Force majeure does not excuse a party from paying an amount already due. The Company may relocate calibration work to another suitable facility where that allows the programme to continue safely.
21. Compliance and Export Control
The Company complies with the laws that apply to its operations, including those on anti-corruption, anti-money laundering, sanctions and export control. The Client confirms that it is not subject to a sanction that would prohibit the engagement.
Some instruments and software are subject to export control. The Company identifies controlled items during the survey and advises the Client of any licence that may be needed. The Client obtains any permission that applies to the final use of the Deliverable.
Where a proposed engagement would require a licence that cannot reasonably be obtained, the Company declines the work and explains the reason. The Company does not accept work on terms that would require it to breach an export control rule.
The Company expects its suppliers to follow the same standards and may audit a supplier where a programme involves controlled technology.
22. Governing Law and Disputes
These terms and any programme document are governed by the laws of the Commonwealth of Virginia and the federal laws of the United States, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the courts sitting in Virginia, except where a programme document names a different forum.
Before commencing proceedings, the parties attempt to resolve a dispute by discussion between a senior representative of each side. The discussion begins within fifteen days of a written notice describing the dispute and continues for a further thirty days unless the parties agree otherwise.
If discussion does not resolve the dispute, the parties may agree to mediation before a mediator acceptable to both. A mediation that fails leaves the rights of both parties intact. Nothing in this section prevents a party from seeking urgent relief to protect confidential information or to prevent injury.
The language of the engagement is English, and all notices and proceedings are conducted in English.
23. Changes to These Terms
The Company may update these terms to reflect a change in the law, in its practices or in the services it offers. The updated version is published on this page with a new date at the top. A material change is announced on the homepage for a reasonable period.
A change does not alter the terms of a programme document that is already in force, unless the Client agrees to the change in writing. For a new programme, the version of these terms in force at the date of signature applies.
A visitor is responsible for reviewing this page periodically. The Company does not undertake to notify every visitor individually, except where the law requires it.