TERMS AND CONDITIONS FOR REVERSE ENGINEERING SERVICES

GENERAL APPLICABILITY AND REFERENCE TO OTHER TERMS AND CONDITIONS OF TRADING

These terms and conditions of sale of reverse engineering services shall apply to all sales transactions entered into by companies within UKC Group at any one time.

In addition, these terms and conditions shall be read in conjunction with UKC group’s Terms and Conditions of sale which can also be found at the UKC Group website at https://www.ukc.group/terms-conditions/

These terms and conditions relate to sale transactions for reverse engineering services entered in to by UKC Group and all of its subsidiaries.

Terms and Conditions for the provision of Reverse Engineering Services

1. Scope of Services

UKC Group and its subsidiaries, referred to as ‘’we”, “us” and “our” in this agreement provides reverse engineering services at the request of our customers, referred to as “you”, “your”, “the customer”. These services may include, but are not limited to, the analysis, replication, modification, or documentation of existing electronic components, assemblies, or products for which the customer requires replacement, reconfiguration, or technical understanding.

2. No Intellectual Property Ownership or Claim.

We do not claim ownership of any intellectual property (IP), copyright, trademark, or patent rights associated with the original product(s) submitted for reverse engineering. All technical documentation, schematics, models, or outputs created as a result of our services are considered works for hire and are the property of the customer, provided that the customer has lawful authority to possess and reverse engineer the original item. We retain no rights or ownership of such materials unless separately agreed in writing.

3. Customer Responsibility for IP Compliance
It is the sole responsibility of the customer to ensure that any reverse engineering work requested does not infringe upon any third-party intellectual property rights, including but not limited to copyrights, patents, or trade secrets. By engaging our services, you confirm that:
– You have the legal right, license, or necessary permissions to request reverse engineering of the item(s) provided.
– You accept full liability for any claims, proceedings, or disputes arising from the reverse engineering process or any use of the resulting documentation, modifications, or components.
– You shall indemnify and hold harmless [Company Name], its directors, officers, employees, and agents from any legal claims, damages, or liabilities, including legal costs, relating to IP infringement or other violations resulting from the project.

4. No Representation as Original Manufacturer

We do not represent ourselves as the original manufacturer of any product we reverse engineer. Our role is strictly limited to the technical replication, adaptation, or production of documentation and/or replacement components based on customer instructions. We do not market, label, or resell reverse-engineered products as original or certified replacements unless explicitly agreed in writing and in compliance with applicable laws and regulations.

5. Use of Deliverables

The deliverables provided are solely for the customer’s internal use, production, or further development. Any commercial distribution, resale, export, or third-party use of such deliverables or reproduced components remains the full responsibility and legal liability of the customer. The customer agrees not to misrepresent the origin, safety certification, or compliance status of reverse-engineered parts in any regulatory or market context.

6. Limitation of Liability

To the fullest extent permitted by law, we shall not be liable for any indirect, incidental, special, punitive, or consequential damages arising from the use of our services or deliverables, including, without limitation, any loss of business, contracts, reputation, data, or legal costs associated with intellectual property disputes or product performance. Our total liability, if any, shall be limited to the amount paid by the customer for the specific service giving rise to the claim.

7. Export and Regulatory Compliance

The customer is solely responsible for ensuring that any reverse-engineered items, deliverables, or services do not violate applicable export control laws, military or dual-use regulations, or any national or international compliance requirements. We reserve the right to refuse services where we believe export or compliance risks exist.

8. Confidentiality

Both parties agree to maintain strict confidentiality over any non-public, proprietary, or commercially sensitive information disclosed in the course of the reverse engineering services. Such information shall include, but is not limited to, technical data, specifications, schematics, designs, prototypes, customer lists, and business plans (“Confidential Information”).

Each party shall:
– Use the Confidential Information solely for the purpose of fulfilling its obligations under these Terms;
– Not disclose the Confidential Information to any third party without prior written consent from the disclosing party;
– Take reasonable steps to protect the Confidential Information from unauthorised use or disclosure.

The obligations of confidentiality shall not apply to information which is:
– Already known to the receiving party at the time of disclosure;
– Publicly available or becomes so other than through breach of these Terms;
– Independently developed by the receiving party without reference to the disclosing party’s Confidential Information;
– Required to be disclosed by law, court order, or regulatory authority, provided that prompt notice is given to the disclosing party where legally permissible.

9. Data Protection

Each party shall comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR), EU GDPR, and relevant US data protection laws, to the extent applicable.

Where the services involve processing of personal data, each party agrees to:
– Only process personal data for the purposes necessary to perform their obligations under this agreement;
– Implement appropriate technical and organisational measures to safeguard personal data;
– Notify the other party promptly in the event of a data breach involving personal data;
– Ensure that personal data is not transferred outside of the UK, EU, or US unless in accordance with applicable data protection laws.

10. Subcontractors and Third-Party Suppliers

We may engage subcontractors or third-party suppliers to perform certain aspects of the services. In such cases, we shall remain responsible for ensuring that these parties adhere to obligations equivalent to those set out in these Terms and Conditions, including confidentiality and data protection.
We shall not be liable for any failure or delay in the performance of third-party services beyond our reasonable control, and the customer acknowledges that subcontracted work may be subject to separate timelines or conditions.

11. Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and interpreted in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts located in England and Wales, without prejudice to the enforcement of judgments or claims in other jurisdictions, including the United States and European Union, where applicable.

12. Entire Agreement and Acceptance

By commissioning reverse engineering services from UKC Group and its subsidiaries, the customer confirms that they have read, understood, and agreed to these Terms and Conditions in full. These Terms supersede any prior agreements, proposals, or communications, whether written or oral, relating to the subject matter herein.

These terms are supplementary to the Terms and Conditions