Standard Terms of Trade

Name: ControlX Engineering
Address: 3 Friesian Cl, Sandgate, NSW, 2304, AU
Telephone: +61401434787

Version 2026-09. Quotes and invoices refer to these terms by version. Earlier versions are available on request.

1. Application and contract formation

Scope. These Terms of Trade govern all engineering consultancy, electrical design, PLC, HMI and SCADA programming, computer software development, data processing and cloud integration services provided by ControlX Engineering Pty Ltd (“ControlX”).
Acceptance. Issuing a purchase order, approving a quotation, paying an invoice or deposit, or permitting ControlX to commence work constitutes binding acceptance of these terms.
Overriding effect. These terms supersede any standard, pre-printed or contradictory conditions contained in a client purchase order or corporate procurement document unless formally agreed to in writing by a Director of ControlX.
Work commencement. Client purchase orders, vendor onboarding portals and similar procurement documents are recognised by ControlX for administrative billing purposes only. No commencement of work, site access or acceptance of payment shall be deemed acceptance of the client’s standard purchasing terms. If a conflict exists, these ControlX Standard Terms of Trade prevail.

Service execution. ControlX performs engineering services using professional care, skill and internal software workflows.
AI tooling and third-party APIs. ControlX uses internal computer tools and research and development software platforms, including JasperX and JasperNode, which make use of third-party large language model providers (including Anthropic Claude and xAI Grok).
Data privacy. ControlX warrants that client source code, confidential operational parameters and site schematics processed through internal AI tooling are not used to train third-party AI models.
Client inspection and testing duty. Automation logic operates physical equipment in industrial environments. The client has sole operational responsibility to inspect, simulate, validate and sign off on all PLC routines, SCADA parameters and control logic in a safe, offline environment before live plant commissioning or execution.

Background IP and tooling. ControlX and its third-party licensors retain sole ownership of all pre-existing intellectual property, proprietary software, algorithms, software architectures and internal development tools, including the JasperX platform and the JasperNode software engine. Nothing in any engagement transfers ownership of ControlX’s background IP or tooling to the client.
Project deliverables. Subject to payment of all outstanding invoices in full, the client is granted a non-exclusive, perpetual, royalty-free, non-transferable licence to use and modify the site-specific PLC code, HMI graphics and engineering schematics developed for the designated facility.

Payment terms. Invoices are issued on agreed project milestones or monthly in arrears. All invoices are payable within 14 days of the invoice date.
Variations and delays. Scope changes, site delays outside ControlX’s control, and out-of-scope technical support are billed at ControlX’s standard hourly engineering rates.
Work suspension. ControlX may suspend site activities, withhold compiled software binaries, or revoke software access licences if invoices remain unpaid beyond agreed terms.

Aggregate fee cap. To the maximum extent permitted by the Australian Consumer Law, ControlX’s total aggregate liability for any loss, claim or damage is capped at the total fees paid by the client to ControlX in the twelve months preceding the claim.
Bodily injury and property damage. Liability for physical injury or property damage arising from professional engineering services is capped at AUD $250,000. ControlX is not liable where the client failed to carry out the offline safety validation and sign-off duties in clause 2.
Consequential loss. ControlX is not liable for indirect or consequential loss, including plant downtime, loss of production, lost revenue, lost profits or business interruption.
Statutory guarantees. Nothing in these terms excludes or limits any guarantee or right conferred on the client by the Australian Consumer Law that cannot lawfully be excluded.

Either party may terminate an ongoing service agreement by giving 14 days’ written notice.
On termination, the client must pay ControlX for all completed work, pro-rata service hours and unrecoverable expenses incurred up to the effective date of termination.

These terms are governed by the laws of New South Wales, Australia. Both parties submit to the exclusive jurisdiction of the courts of New South Wales.