Terms of Service

These Terms of Service (the “Terms”) are between the person or organization using the website or purchasing Services (“Client”, “you”, or “your”) and the Pathworks legal entity identified on the applicable quotation, statement of work, invoice, or other engagement document (“Pathworks”, “we”, “us”, or “our”). If no separate legal entity is identified in a website interaction before a project is formed, “Pathworks” means the contracting entity later identified in the accepted quotation or invoice.

These Terms apply to (a) the Pathworks Engineering website and online quotation request process, and (b) engineering design, drafting, calculation, documentation, technical support and related professional or technical services that Pathworks agrees to provide (the “Services”). They do not, by themselves, obligate Pathworks to accept any project or provide any particular service.

By using the website, submitting a quotation request, accepting a quotation, signing or electronically accepting a project document, paying a requested deposit, or otherwise authorizing Pathworks to begin Services, you acknowledge that you have read and agree to these Terms to the extent applicable.

If you act for a company, public agency, partnership, joint venture, owner, developer, contractor, engineering firm, utility, consultant, or other organization, you represent that you have authority to bind that organization. The Services are primarily offered for business and professional use. If mandatory consumer-protection law applies to you, nothing in these Terms excludes rights that cannot lawfully be waived.

A project becomes binding only when Pathworks issues a scoped quotation, statement of work, task order, or similar project document (each a “Quote”) and the Client accepts it in writing or by another acceptance method identified in the Quote, and Pathworks confirms that the project may proceed. A request, discussion, estimate, website form submission, preliminary budget, or proposal that has not been accepted does not create an engagement.

The documents governing a project are interpreted together. If there is an inconsistency, the following order of precedence applies unless the parties expressly agree otherwise in writing:

1. A mutually signed master services agreement or project-specific professional services agreement.
2. A mutually signed statement of work, task order, change order, or amendment.
3. The accepted Quote, including its stated assumptions, exclusions, schedule, fees, and revision allowance.
4. These Terms.
5. General website descriptions, marketing pages, case studies, emails, and other informal communications.

A confidentiality or non-disclosure agreement governs confidentiality to the extent it conflicts with these Terms. Terms printed on a Client purchase order, procurement portal, or vendor form do not modify the engagement unless Pathworks expressly agrees to those terms in a document signed by an authorized Pathworks representative.

Website content, blog posts, case studies, diagrams, example calculations, sample deliverables, software descriptions, technical articles, and general responses are provided for general information and marketing. They are not project-specific engineering advice, a certification, a code opinion, a representation that a particular design is suitable for your project, or a substitute for a scoped professional engagement.

Do not use website content as construction documents, permit documents, procurement specifications, operating instructions, safety instructions, or a basis for decisions affecting public health, safety, property, or regulatory compliance unless Pathworks has expressly issued the relevant information for that purpose as part of a project.

Submitting information through “Start a Project”, email, a meeting, or another channel is an invitation for Pathworks to evaluate scope; it is not an order. Pathworks may request additional information, decline a project, propose a narrower or different scope, require an NDA, or condition start on payment, access, data, or other prerequisites.

The accepted Quote — not the original request — defines the deliverables, price, schedule, included revision rounds, assumptions, exclusions, required Client inputs, and any licensed professional services. Unless a Quote states a different validity period, Pathworks may withdraw or revise an unaccepted Quote at any time before acceptance, including when input information, resource availability, law, code requirements, or third-party costs change.

Pathworks will perform only the Services expressly included in the accepted Quote or later written change. Work that is reasonably necessary to complete an included deliverable may be performed as part of the scope, but an item is not included merely because it is customary on some projects, appears in a website capability list, or is necessary for a later project phase.

Unless expressly included, Services do not include land or boundary surveying, geotechnical investigation, destructive testing, environmental assessment, hazardous-material services, legal or title review, procurement, construction means and methods, site safety management, contractor supervision, special inspection, commissioning, record surveying, as-built certification, permit expediting, utility application fees, or a professional engineer’s stamp or seal.

Pathworks may rely on scope assumptions expressly stated in the Quote. If an assumption proves materially inaccurate, the parties will address the resulting change under Section 13.

The Client is responsible for timely cooperation and for providing complete, accurate, current, legible, and lawfully obtained information reasonably required for the Services. This includes, as applicable, project location, intended use, design criteria, owner standards, utility requirements, surveys, record drawings, equipment data, site photographs, marked-up drawings, CAD/GIS data, geotechnical reports, loads, field measurements, existing-condition information, and relevant communications from authorities or utilities.

The Client will:

• Authority and rights. Have the right to provide all files, drawings, images, datasets, specifications, logos, software access, credentials, and other Client Materials and authorize Pathworks to use them for the project.
• Accuracy. Promptly review material assumptions and notify Pathworks of known inaccuracies, omissions, conflicts, or changes.
• Decisions. Provide decisions, approvals, comments, and consolidated revision instructions within the time reasonably needed to maintain the schedule.
• Site access and verification. Arrange lawful site access, field measurements, surveys, subsurface information, utility locating, and other verification not included in Pathworks’ scope.
• Coordination. Identify relevant owners, operators, authorities having jurisdiction (“AHJs”), utilities, contractors, and other consultants and provide their applicable standards or requirements where known.
• Safety and legality. Not instruct Pathworks to issue or retain a design known to violate applicable law, licensing requirements, or a material public-safety requirement.
• Version control. Use the latest issued revision and ensure superseded or draft documents are not used for construction or other final purposes.

Pathworks is entitled to rely on Client-provided information unless the Services expressly include verification or an obvious inconsistency is discovered. Material omissions or inaccuracies can affect design accuracy, schedule, fees, approvals, quantities, and performance.

Pathworks will perform the Services with the level of care and skill ordinarily exercised by reasonably prudent professionals performing similar services under similar circumstances at the same time and in the same or a similar location, taking into account the agreed scope, project information, schedule, and applicable professional requirements.

Engineering and design involve professional judgment, evolving information, tolerances, coordination dependencies, and review by third parties. Pathworks does not warrant or guarantee a perfect, error-free, conflict-free, or approval-ready result unless a specific contractual obligation is expressly stated in the accepted project documents and is lawful and insurable. No higher standard of care, fiduciary duty, warranty, or guarantee is created by promotional language, quality-control descriptions, schedule targets, or the use of words such as “professional”, “standards-compliant”, or “ready for review”.

A Pathworks deliverable is not represented as signed, sealed, certified, or issued by a licensed professional engineer unless the accepted Quote expressly includes that service and identifies the applicable jurisdiction or professional responsibility arrangement.

Where law requires a licensed engineer, architect, surveyor, or other regulated professional to be in responsible charge, sign, seal, certify, or submit a document, that function will be performed only by a properly authorized professional who is legally permitted to do so and who has exercised the degree of supervision, control, review, and professional judgment required by applicable law. Pathworks will not provide a “stamp-only” service or ask a professional to seal work that the professional has not placed under responsible charge.

If the Client’s engineer of record, architect of record, utility engineer, or other professional will review and seal Pathworks’ work, that person retains independent professional responsibility for their review, modifications, code decisions, and use of the deliverables. If Pathworks is expressly engaged as engineer of record for a defined scope, the accepted project documents will describe that role, jurisdiction, deliverables, and any additional requirements.

Nothing in these Terms limits or transfers duties that applicable professional-licensing law places directly on a licensed professional.

Pathworks will use the codes, standards, owner criteria, utility standards, design manuals, and project requirements identified in the accepted Quote or otherwise agreed for the scope. The Client must accurately identify project location and intended use because applicable requirements vary by jurisdiction and facility.

Code officials, utilities, permitting authorities, railroads, pole owners, network operators, fire authorities, owners, lenders, insurers, and other reviewers may interpret requirements differently, request changes, or change requirements after design begins. Unless the Quote expressly states otherwise, Pathworks does not guarantee permit issuance, utility acceptance, pole attachment approval, interconnection approval, incentive eligibility, financing approval, procurement acceptance, or any other third-party decision.

A third-party comment or rejection does not by itself establish that Pathworks failed to meet the professional standard of care. Revisions required because of new, changed, previously undisclosed, or discretionary third-party requirements may be additional Services.

Remote design and drafting frequently depend on information gathered by others. Unless Pathworks is specifically retained to perform or manage field investigation, the Client is responsible for obtaining reliable existing-condition information appropriate to the project.

Drawings showing property lines, easements, rights-of-way, underground facilities, pole locations, topography, elevations, soil conditions, drainage features, structural conditions, or other site information may be based on surveys, GIS, utility records, photographs, scans, record drawings, Client measurements, or third-party data. Such information is subject to the accuracy and limitations of its source.

Before construction, excavation, structural alteration, or other field work, the Client will ensure that critical dimensions, utilities, boundaries, site conditions, and other field-sensitive information are verified by the appropriate qualified persons when verification is not part of Pathworks’ scope. Land-boundary or legal-survey determinations must be performed by a properly licensed survey professional where required.

Unless expressly included, Pathworks has no responsibility for construction administration, continuous site observation, resident project representation, contractor supervision, scheduling, sequencing, temporary works, erection procedures, construction means and methods, job-site safety, contractor safety programs, or the acts or omissions of contractors, subcontractors, vendors, installers, owners, utilities, or other project participants.

A site visit, progress review, photograph review, RFI response, shop-drawing review, or construction-support task — if included — does not make Pathworks responsible for discovering every deviation, defect, unsafe condition, or concealed condition. Contractors and others remain responsible for their work, means and methods, safety, and compliance with construction requirements applicable to them.

If Pathworks becomes aware of a condition that it reasonably believes presents an imminent threat to health or safety, Pathworks may notify the Client or appropriate project representative and may suspend affected Services. This does not create a general duty to inspect for or control safety conditions.

Included revision rounds are those stated in the accepted Quote. A revision round is a coordinated set of Client comments on the issued deliverable or milestone. Pathworks may require comments to be consolidated through one authorized Client contact.

The following are examples of changes that may require an adjusted fee and schedule:

• Changes to project location, capacity, layout, equipment, design criteria, standards, owner requirements, utility requirements, or intended use.
• Material new information, corrected survey or field data, newly discovered conditions, changed utility or AHJ comments, or changes in law or codes after the design basis was established.
• Revisions requested after an included revision round has been used or after Client approval of a milestone.
• Acceleration, resequencing, extra meetings, additional file formats, native model requirements, extra calculations, additional alternates, or expanded coordination not included in the Quote.
• Rework caused by inaccurate, incomplete, late, or inconsistent Client or third-party information.

Pathworks will identify material out-of-scope work when reasonably practicable and may issue a change quote or request written authorization before proceeding. If immediate action is requested to avoid delay, email authorization from the Client’s project representative may be treated as approval of the change.

Project schedules are based on the scope, information, staffing, dependencies, and review cycles known when the Quote is accepted. Unless a Quote expressly states that a date is a guaranteed contractual deadline, delivery dates are good-faith targets rather than guarantees.

A schedule will be equitably adjusted for Client delay, late information, changed scope, third-party review, utility or AHJ delay, late access, rework caused by changed inputs, or events beyond Pathworks’ reasonable control. Pathworks is not liable for delay caused by force majeure, including natural disasters, war, civil unrest, governmental action, widespread power or communications outage, labor disruption, epidemic or public-health emergency, cyber incident not caused by Pathworks’ failure to use reasonable safeguards, or failure of essential third-party infrastructure.

Where an accelerated or rush schedule is requested, Pathworks may charge an additional fee and may identify specific Client response deadlines needed to maintain the accelerated schedule.

Pathworks applies an internal review process appropriate to the scope before final issue. The Client must still perform its own project review and coordinate deliverables with other disciplines, stakeholders, contractors, and requirements that are outside Pathworks’ scope.

The Client should notify Pathworks promptly if it believes an in-scope deliverable contains an error, omission, inconsistency, or nonconformity. Pathworks must be given a reasonable opportunity to investigate and, where appropriate, correct the affected work before the Client undertakes avoidable remedial work or directs third-party redesign.

If a correction is required because Pathworks did not meet the agreed scope or applicable professional standard of care, Pathworks will, to the extent reasonably practicable, correct its deliverable without an additional professional fee. Changes arising from new information, changed Client direction, changed codes or third-party requirements, or conditions outside Pathworks’ responsibility are not no-cost corrections.

Deliverables may be provided as PDF, DWG/DXF, DGN, GIS, spreadsheet, model, image, calculation file, report, source document, or another format identified in the Quote. The controlling issued format is the format designated in the Quote or transmittal. If no controlling format is designated, the final issued PDF or other non-editable issued package controls over working or editable files in the event of an inconsistency.

Editable or native files may depend on specific software versions, fonts, object enablers, external references, coordinate systems, custom libraries, scripts, or third-party components. Pathworks does not guarantee compatibility with software, plug-ins, hardware, or versions not identified during scoping.

Digital models and GIS datasets represent the level of development, accuracy, coordinate basis, and intended use described in the project documents. They are not automatically as-built records, legal surveys, clash-free federated models, or construction-control models merely because they are three-dimensional or georeferenced.

The Client is responsible for maintaining its own archive of final deliverables. Pathworks’ retention of project files is governed by its Privacy Policy, Confidentiality Statement, applicable agreements, and legal obligations; Pathworks does not promise indefinite archival storage.

Bills of materials, bills of quantities, takeoffs, route lengths, equipment schedules, construction quantities, cost opinions, production estimates, energy-yield models, voltage-drop results, optical budgets, load models, hydraulic or drainage outputs, and similar calculations are based on the assumptions, source data, design stage, and methods identified for the project.

Unless expressly agreed otherwise, quantities and cost information are design or planning estimates and must be verified for procurement and construction. Market prices, taxes, shipping, labor, contractor productivity, waste, vendor substitutions, lead times, foreign exchange, and field conditions can change actual cost or quantity.

Performance simulations and projections are not guarantees of actual operational results. Actual network loss, energy production, structural response, electrical loading, utility performance, system availability, or other outcomes may differ because of equipment tolerances, installation quality, operating conditions, weather, maintenance, source-data quality, and factors outside Pathworks’ control.

18.1 FTTx & Telecom Networks. OSP/ISP routes, pole attachments, handholes, ducts, make-ready assumptions, splice locations, fiber counts, optical budgets, easements, right-of-way, and permit drawings may depend on field inventory, utility-owner records, pole-loading data, local construction standards, and owner approvals. Unless included, Pathworks does not perform legal right-of-way determination, licensed boundary survey, pole-owner approval, or physical utility locating. Optical budgets are design calculations and depend on actual component losses, splicing, connectors, equipment class, temperature, and installed conditions.

18.2 Electrical. Electrical calculations and drawings may depend on utility available fault current, protective-device settings, conductor data, transformer impedance, equipment ratings, existing-system configuration, and Client operating criteria. Arc-flash, coordination, short-circuit, load-flow, grounding, and similar studies are only as reliable as the system data and modeling assumptions. Installation and field verification remain the responsibility of qualified parties unless included in the scope.

18.3 Civil & Structural. Civil and structural work may depend on legal survey, topography, geotechnical information, drainage data, existing-condition verification, material properties, loads, and site-specific code parameters. Temporary works, erection engineering, shoring, excavation support, contractor sequencing, and means and methods are excluded unless expressly included. Existing structures can contain concealed or undocumented conditions that cannot be established from records or photographs alone.

18.4 Energy & Renewables. Solar PV, battery energy storage, microgrid, and grid-connection work may depend on weather datasets, utility tariffs, interconnection rules, equipment models, degradation assumptions, curtailment, operating strategy, land/site constraints, and utility studies. Energy yield, savings, payback, grid capacity, interconnection outcome, and incentive eligibility are not guaranteed unless a specific contractual performance commitment is expressly agreed.

Pathworks may perform Services through employees, engineers, drafters, reviewers, specialists, and approved consultants or subcontractors who are assigned to the project and are subject to appropriate confidentiality and quality-control obligations. Pathworks remains responsible to the Client for managing its contracted scope, subject to these Terms.

Where a project requires a separately licensed local professional, specialty consultant, surveyor, geotechnical engineer, laboratory, or other third party, the Quote will state whether that party is retained by Pathworks or directly by the Client. The Client is responsible for contracts and fees of third parties retained directly by the Client.

Any project-specific insurance requirement, certificate of insurance, additional insured request, professional-liability requirement, or special risk allocation must be disclosed during scoping and accepted in writing. No particular insurance limit or endorsement is implied by these Terms.

Fees and payment milestones are stated in the accepted Quote. Per-project work may be invoiced on deposit, by milestone, on delivery, or another basis stated in the Quote. Retainer engagements are normally invoiced monthly in advance. If the Quote is silent, invoices are due upon receipt.

Unless stated otherwise, fees are exclusive of applicable sales, use, value-added, goods-and-services, withholding, or similar transaction taxes and governmental charges. The Client is responsible for taxes legally imposed on the Client or the transaction, excluding taxes on Pathworks’ net income. If the Client is legally required to withhold tax, it will provide appropriate evidence of withholding.

Client-approved out-of-pocket expenses, third-party fees, permit fees, printing, courier costs, travel, specialty data, or other reimbursable items are chargeable only as stated in the Quote or approved in writing. Bank, card, payment-platform, currency-conversion, or wire fees may be allocated as stated on the invoice or Quote.

Unless the Quote expressly provides a refund right, fees for Services already performed and non-cancellable commitments are non-refundable.

The Client must raise a good-faith invoice dispute promptly and identify the specific amount and basis disputed. The undisputed portion remains payable. Pathworks may suspend Services or withhold further deliverables after reasonable notice if an undisputed payment is overdue, if required payment security is not provided, or if the Client repeatedly fails to meet material payment obligations.

Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, together with reasonable collection costs where legally recoverable. Any suspension for nonpayment may extend the schedule and result in reasonable restart or remobilization costs.

A chargeback or payment reversal must not be used to avoid a legitimate contractual payment dispute. Nothing in this paragraph limits statutory payment rights that cannot lawfully be waived.

A retainer reserves recurring capacity according to the hours, deliverable volume, priority level, disciplines, or other parameters stated in the accepted retainer Quote. Retainers are billed monthly in advance unless otherwise stated.

The Quote will control whether unused capacity carries forward, how overages are billed, how priorities are set, and what response or turnaround targets apply. A retainer does not guarantee that Pathworks will accept work outside the agreed disciplines, risk profile, legal jurisdictions, software environment, or capacity assumptions.

Either party may end a retainer in accordance with the notice period stated in the Quote. If no notice period is stated, either party may end it before the next monthly billing cycle by written notice, subject to payment for work performed and commitments already made.

The Client retains ownership of materials it provides to Pathworks (“Client Materials”). The Client grants Pathworks and its assigned project team a non-exclusive, limited right to host, copy, process, convert, annotate, transmit, and otherwise use Client Materials only as reasonably necessary to scope, perform, review, secure, archive, or administer the engagement and comply with legal obligations.

The Client represents that Pathworks’ authorized use of Client Materials will not unlawfully infringe intellectual-property, privacy, confidentiality, export-control, contractual, or other rights of a third party. The Client should not provide data that it is not authorized to disclose.

Subject to full payment of all amounts due for the relevant project, ownership of the project-specific deliverables Pathworks creates specifically for the Client and identifies as final deliverables transfers to the Client, except for Pathworks Background Materials and third-party materials described below.

“Pathworks Background Materials” include pre-existing or reusable templates, title blocks, libraries, calculation frameworks, scripts, code, automation tools, workflows, checklists, standard details, generic design methods, know-how, methodologies, internal QA materials, and other intellectual property developed independently of the Client’s project. Pathworks retains all rights in those materials.

To the extent Pathworks Background Materials are embedded in a paid final deliverable and are necessary for the Client to use that deliverable for the identified project, Pathworks grants the Client a perpetual, non-exclusive, worldwide, royalty-free license to use those embedded elements as part of the deliverable for the project and the Client’s normal operation, maintenance, modification, and documentation of that project.

Third-party content, fonts, software, geospatial data, manufacturer information, open-source components, standards, or licensed reference material remain subject to their applicable licenses and are not transferred beyond the rights Pathworks is permitted to pass through. Source code, internal scripts, or software tools are not deliverables unless expressly stated in the Quote.

Final deliverables may be used by the Client and its contractors, consultants, authorities, utilities, and other project participants for the project and purpose for which they were prepared. Such permitted project use does not create a separate professional-services contract or independent duty between Pathworks and those third parties.

The Client accepts responsibility for risk arising from reuse on another site or project, use for a materially different purpose, use after project conditions have changed, modification by others, or use of a draft or superseded revision without Pathworks’ written review. Pathworks’ name, logo, professional seal, certification, revision block, or attribution must not be retained on a materially altered document in a manner that falsely suggests Pathworks approved the alteration.

Lenders, investors, purchasers, insurers, prospective owners, or other third parties seeking independent reliance on Pathworks’ professional conclusions must obtain Pathworks’ prior written consent or a separate reliance letter if such reliance is required.

Pathworks treats non-public project materials and project information supplied by the Client as confidential by default, whether or not a separate NDA is signed, subject to the exceptions below and the Pathworks Confidentiality Statement.

Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes public through no breach of duty; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without a duty of confidentiality; or (d) is independently developed without use of the other party’s Confidential Information.

A party may disclose Confidential Information when required by law, subpoena, court order, professional regulation, insurer requirement, or governmental process, provided it gives advance notice when legally permitted and reasonably limits disclosure. Public-sector Clients acknowledge that applicable public-records laws may require disclosure notwithstanding confidentiality expectations.

A signed NDA controls if it imposes additional or different confidentiality requirements. Project access will be limited to personnel assigned to the engagement and others whose access is reasonably necessary and permitted by the applicable confidentiality terms.

Pathworks’ collection and use of personal information and website-submitted data are described in its Privacy Policy. Project-file handling is also described in its Confidentiality Statement.

Pathworks uses reasonable administrative, technical, and organizational safeguards appropriate to its operations, but no electronic system or transmission method can be guaranteed completely secure. The Client is responsible for using secure channels made available for project files and for promptly notifying Pathworks if it believes credentials or project data have been compromised.

Pathworks may refer to the existence and general nature of a completed engagement in an anonymized manner that does not identify the Client or disclose confidential technical or commercial information. Pathworks will not publish the Client’s name, logo, identifiable project details, confidential drawings, or sensitive project material without the Client’s explicit separate permission.

A Client may request that Pathworks not make even an anonymized portfolio reference to its engagement, and Pathworks will honor that request for future publications. A separate signed NDA or project agreement may impose stricter requirements and will control.

Each party will comply with laws applicable to its own performance. Pathworks may refuse or suspend work that it reasonably believes would require unlawful professional practice, an unauthorized seal or certification, bribery or improper payment, violation of sanctions, or other unlawful conduct.

The Client must not provide classified information, controlled defense technical data, export-restricted technical information, or other data subject to special governmental handling requirements unless those requirements are disclosed in advance and Pathworks expressly agrees in writing that it can accept and handle the data.

Pathworks may screen project parties, locations, end users, or transactions to comply with applicable sanctions, export-control, anti-money-laundering, or similar legal obligations. A legally required refusal or termination under this section is not a breach by Pathworks.

The express professional standard of care in Section 8 is the standard applicable to the Services. To the maximum extent permitted by law, Pathworks disclaims implied warranties or conditions that would impose a higher or different obligation, including implied warranties of merchantability, fitness for a particular purpose, guaranteed approval, uninterrupted service, or error-free performance, except to the extent such a disclaimer is not legally permitted.

Pathworks does not warrant the accuracy of Client Materials, third-party records, utility data, survey data, manufacturer data, public GIS, mapping services, software outputs supplied by others, or other information that Pathworks is entitled to rely upon. Pathworks is responsible for the professional manner in which it uses such information within the agreed scope, not for hidden defects in the source itself.

To the extent permitted by law, each party will be responsible for third-party claims, damages, losses, and reasonable costs to the extent caused by that party’s negligent acts or omissions, willful misconduct, or material breach of these Terms.

Without limiting the preceding sentence, the Client will indemnify Pathworks from third-party claims to the extent arising from: (a) Client Materials that infringe or misappropriate third-party rights; (b) the Client’s unauthorized reuse or material alteration of a Pathworks deliverable; (c) construction means, methods, sequencing, safety, or contractor operations not controlled by Pathworks; or (d) the Client’s knowing direction to use inaccurate information or proceed contrary to a documented material safety or legal concern.

Any indemnity is limited to the indemnifying party’s proportionate responsibility to the extent required by applicable law. No provision requires a licensed professional to indemnify or defend another party beyond what is lawful, professionally appropriate, and insurable in the applicable jurisdiction.

To the maximum extent permitted by applicable law, the total aggregate liability of Pathworks arising out of or relating to a specific project, whether in contract, tort (including negligence), professional negligence, statute, or otherwise, will not exceed the fees actually paid to Pathworks for the specific engagement giving rise to the claim.

To the maximum extent permitted by law, neither party will be liable to the other for indirect, special, incidental, exemplary, punitive, or consequential damages, or for lost profit, lost revenue, lost business opportunity, loss of goodwill, or similar economic loss, arising from the engagement, even if the possibility of such loss was known. This exclusion does not apply where applicable law does not permit the relevant damages to be excluded.

The limitations in this section do not exclude liability that cannot lawfully be limited, including liability for fraud, intentional misconduct, or other non-waivable obligations, and they are subject to any different limitation expressly agreed in a signed project agreement. These limitations are intended to allocate project risk in proportion to the fees charged and the scope undertaken.

Either party may terminate a project for material breach if the breach is not cured within a reasonable period after written notice, except that no cure period is required for a breach that cannot be cured, unlawful conduct, serious confidentiality or security breach, or circumstances requiring immediate cessation under professional or legal duties.

The Client may terminate for convenience by written notice. In that event, the Client will pay for Services performed through the effective termination date, authorized expenses, and reasonable non-cancellable commitments incurred for the project. Pathworks will deliver paid-for work in progress in its then-current state if lawful and reasonably practicable.

Pathworks may suspend or terminate affected Services if payment is materially overdue, required information or access is not provided, continued work would violate law or professional obligations, a material safety concern is not addressed, or the Client requires work materially outside the agreed scope without authorizing a change.

Sections concerning payment, confidentiality, intellectual property, reuse, indemnification, limitation of liability, disputes, and other provisions that by their nature should survive will survive termination.

You may use the website only for lawful purposes. You must not attempt to interfere with its operation or security, upload malware, probe or bypass access controls, impersonate another person, submit unlawful or infringing content, scrape or harvest information in a manner that disrupts the service, or use the website to transmit data you are not authorized to disclose.

The website or project workflow may link to or integrate with third-party hosting, file-storage, email, mapping, analytics, payment, collaboration, or software services. Those services may have their own terms and privacy practices. Pathworks is not responsible for an independent third party’s service, availability, or content except to the extent Pathworks has expressly assumed responsibility in the project documents.

Pathworks may modify, suspend, or discontinue website features for maintenance, security, legal compliance, or operational reasons. Website availability is not a guaranteed service level unless a separate agreement expressly states otherwise.

Before filing a formal claim, the parties will attempt in good faith to resolve the dispute through project-level discussion and, if needed, escalation to a senior authorized representative of each party. A party may seek urgent injunctive or protective relief without completing informal discussions when necessary to protect confidential information, intellectual property, payment security, public safety, or another right that could be irreparably harmed.

If the accepted Quote or a mutually signed agreement specifies governing law, venue, mediation, arbitration, or another dispute process, that provision controls. If it does not, the engagement will be governed by the laws of the jurisdiction in which the Pathworks contracting entity identified on the Quote or invoice is legally organized, without regard to conflict-of-laws rules, and the parties consent to the courts located at that entity’s principal place of business, subject to any mandatory law that requires a different forum.

Nothing in this section prevents the parties from mutually agreeing to mediation or arbitration after a dispute arises.

36.1 Independent contractor. Pathworks is an independent contractor. These Terms do not create an employment, agency, fiduciary, partnership, joint venture, franchise, or exclusive relationship unless a separate signed agreement expressly creates one.

36.2 Assignment.Neither party may assign a specific project agreement in a manner that materially increases the other party’s risk without written consent, except to an affiliate or successor in connection with a merger, reorganization, or sale of substantially all relevant business assets, provided the assignee assumes the applicable obligations. Professional duties that legally depend on a named licensed professional are not transferable by assignment.

36.3 No third-party beneficiaries. Except for permitted project use described in Section 25, these Terms are for the benefit of the contracting parties and do not create enforceable rights for third parties.

36.4 Notices and electronic communications. Project communications and routine notices may be sent by email or through the agreed project platform. Notices of material breach or termination should be sent to the authorized project contact and to support@pathworksengineering.com. The parties agree that electronic records, email acceptance, electronic signatures, and electronic delivery may be used to form and administer project agreements to the extent permitted by law.

36.5 Entire agreement; amendments. The governing documents identified in Section 3 constitute the entire agreement for the project regarding their subject matter and supersede prior inconsistent discussions or representations. A project-specific amendment or change must be in writing and accepted by authorized representatives. Informal technical discussion does not amend price, risk allocation, or scope unless it is adopted as a written change.

36.6 Waiver, severability and interpretation. Failure to enforce a provision is not a waiver of future enforcement. If a provision is held invalid or unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue in effect. Headings are for convenience only. “Including” means “including without limitation”. A negotiated ambiguity will not automatically be construed against either party as drafter.

36.7 Counterparts and copies. Project agreements may be executed in counterparts and by electronic copy. A PDF, electronic signature record, or other reliable electronic counterpart may be treated as an original to the extent permitted by law.

Pathworks may update these Terms from time to time to reflect changes in its Services, risk allocation, website, technology, or legal requirements. The effective version will display an updated “last updated” date.

Unless required by law or expressly agreed, a later website update will not retroactively change the commercial terms of an already accepted project. Updated Terms apply to subsequent website use and to new Quotes accepted after the updated version becomes effective.

Questions about these Terms, a project agreement, confidentiality, or legal notices may be sent to support@pathworksengineering.com. For privacy-related requests, please also refer to the Pathworks Privacy Policy. For project-file confidentiality and NDA arrangements, refer to the Pathworks Confidentiality Statement.