# FormTrace Studio — Service Terms & Conditions **Draft v0.1 — 29 September 2026 — for business and legal review; not yet effective.** Drafting assumptions: Hong Kong service provider; principally business customers; digital mesh repair and CAD reconstruction. Legal entity name, registered address, notices address, effective date and liability provisions must be completed before use. FormTrace Studio and AIO STUDIO are brand names and do not, by themselves, identify the contracting legal entity. Proposed commercial defaults below are recommendations, not existing approved policies. ## 1. Parties and project agreement These Terms govern services supplied by **[full legal entity name and registered address]**, trading as FormTrace Studio — by AIO STUDIO ("FormTrace Studio", "we"), to the customer identified in our accepted quotation ("you"). The Project Agreement comprises the accepted quotation, Project Specification, approved Assumptions Register, written change orders and this version of the Terms supplied before acceptance. A contract is formed when you accept the identified quotation and Terms and we issue written order confirmation. Uploading a file or requesting a quotation alone does not place an order. Work starts only after the agreed initial payment, required inputs and technical approvals are received. Do not make payment against an unresolved technical specification. Mandatory law prevails. Expressly agreed project-specific provisions prevail over these general Terms on the matters they address. Later approved change orders prevail for the changes they identify. Conflicting requirements will be clarified before affected work proceeds. Customer purchasing terms apply only if expressly agreed. Website examples and marketing illustrations do not define an individual project's acceptance criteria. We will not retrospectively change the Terms for an accepted order without agreement. ## 2. Service and deliverables **Mesh Repair & Cleanup** modifies supplied polygonal data. The scope may include noise removal, hole repair, topology correction, smoothing or polygon reduction. It does not include CAD reconstruction or STEP delivery unless expressly added. **Scan-to-CAD Reconstruction** creates agreed surfaces or solids using supplied data as reference. It does not automatically recover the original manufacturer's dimensions, design intent, material properties, tolerances or feature history. The Project Specification must state the part count, source revisions, units, coordinate system, output formats and versions, surface or solid requirements, intended use and required verification. STEP/STP delivery does not automatically include native Rhino/SolidWorks files, editable sketches, feature history, assembly mates or equivalent editability in every CAD system. Native files and expected editing capabilities must be expressly specified. Engineering drawings, GD&T, assemblies, toolpaths, mould design, structural analysis, prototype manufacture, physical inspection and regulatory certification are excluded unless quoted. We will exercise reasonable care and skill and deliver against the agreed specification. ## 3. Source data and customer responsibilities You must provide the agreed source files, declared units and scale, available scanning/calibration information, reference dimensions, photographs, drawings and intended use. Identify critical features, mating parts, fit requirements and any known damage, distortion, wear or missing scan coverage. Do not assume that a high polygon count establishes measurement accuracy. Appoint one authorised contact to consolidate feedback and approvals, including feedback from your end customer. Provide information honestly and to the best of your knowledge; disclose uncertainty rather than supplying guessed dimensions as verified measurements. We perform the quoted source-data review and flag material issues reasonably apparent from that review. This is not certification of scanner accuracy or an inspection of the physical part unless expressly included. Input deficiencies do not excuse our failure to exercise reasonable care or to follow agreed instructions. ## 4. Tolerances and verification No universal numerical tolerance applies. A tolerance is binding only when expressly agreed for identified features or surface regions together with its reference and verification method. If these are unresolved, affected reconstruction must not begin. The specification must distinguish: - **CAD-to-mesh deviation:** difference between reconstructed geometry and the identified reference mesh under the agreed alignment and comparison method. - **Dimensional conformity:** identified dimensions measured against agreed drawings or reference measurements. - **Physical-part accuracy:** conformity to a real object established through an expressly agreed physical measurement process. - **Manufacturing tolerance and functional fit:** requirements for the subsequently produced part, which depend on design, process, material and validation as well as digital geometry. An agreement on CAD-to-mesh deviation alone does not establish physical-part accuracy or functional fit. The report must identify alignment/datums, measurement units, comparison regions, sampling method and the statistic being assessed (such as maximum absolute deviation, an agreed percentile or RMS). An average or colour-map legend is not a guarantee that every point is within that value. Excluded or inferred regions must be marked and approved; they may not be silently omitted to improve a reported result. Local maxima and critical features are treated according to the agreed criteria. Where drawings, mesh and measurements conflict, their precedence must be agreed in writing. ## 5. Missing, obscured and estimated geometry Unscanned undersides, deep cavities, thin edges, occluded holes and damaged areas may not contain sufficient evidence for accurate reconstruction. We will identify material gaps and offer, as appropriate: a rescan or additional measurements; omission of the area; an agreed simplified feature; or reconstruction using a stated assumption. Material assumptions must be recorded in an Assumptions Register with an annotated image or feature identifier, proposed method, supporting information, intended-use limitations and customer approval. Critical interfaces, thread geometry, wall thickness and safety-related features must not be guessed without explicit agreement on how they will be resolved. Estimated geometry is an agreed interpretation, not a verified recovery of the original form. If uncertainty prevents the stated use from being supported, the affected task must be paused or excluded. We remain responsible for implementing approved assumptions competently. A later change based on new source evidence may be a change of scope; correcting our departure from the approved assumption is not. ## 6. As-scanned condition, nominal geometry and surface detail Before work begins, select whether to preserve the scanned condition, reconstruct nominal design geometry or use a region-specific combination. Symmetry, ideal planes, nominal diameters, regular hole patterns, wear correction and missing-part reconstruction are not automatically implied. Smoothing, decimation, remeshing and hole filling can alter dimensions, sharp edges, texture and small details. For toys, sculptures and fine machining, identify protected details and an acceptable visual or geometric reference. A clean topology does not mean every original scan feature is preserved. For print-related work, specify process, final size, wall-thickness requirements and checks. A watertight mesh alone does not guarantee a successful print. CNC suitability, draft, shrinkage, machining allowances and tooling requirements are included only to the extent specified. ## 7. Schedule and customer cooperation The quotation states whether a date is an estimate or an expressly committed deadline. Business days are Monday to Friday excluding Hong Kong public holidays, unless the quotation states otherwise. Scheduling begins when required inputs, approvals and the agreed payment are complete. Customer response delays, materially changed inputs and approved scope changes may affect dates. We will notify you of their impact and propose revised dates rather than impose undisclosed charges. We will also notify you promptly if our own delay affects a commitment and discuss a practical remedy. If a required answer remains outstanding for five business days, we may issue a written pause notice. If it remains unresolved for a further five business days, we may release the reserved production slot. Resumption is scheduled by agreement. Silence does not approve inferred geometry or create an automatic restart charge. Priority or partner status does not guarantee a particular delivery time unless confirmed for the order. ## 8. Changes, refinements and correction of errors The quotation should state included refinement rounds; the proposed default is **two consolidated rounds** within the agreed scope. Each round is one coordinated list of requests from the authorised contact. A round is not an entitlement to unlimited redesign. New or replacement scans, changed dimensions or intended use, extra parts, new formats, newly requested parametric features and reversal of approved design decisions may require a change order. We must explain the fee and schedule impact and obtain approval before chargeable additional work begins. A quotation error or a defect in our work is not automatically chargeable extra work. Corrections needed because our deliverable fails the agreed specification or an approved assumption are **not** deducted from refinement rounds and are made without additional service fees, subject to the applicable remedy provisions. An approved screenshot does not waive a hidden dimensional or topology defect. ## 9. Delivery, review and acceptance Deliveries identify file revision, format, units, agreed verification results and material assumptions. Preview files are labelled as previews and should not be used for production. Delivery and payment milestones follow the quotation. Review the actual delivered files in the agreed target software and provide written acceptance or a consolidated issue list within **ten business days**, unless otherwise agreed. Report the file revision, affected feature, expected criterion and evidence such as annotated screenshots, measurements or import errors. We will reasonably assist with identifying the issue. We assess issues against the specification rather than an undefined expectation of "perfect", "identical" or "manufacturing-ready". If we disagree, the parties first compare the same file revision, units, alignment and measurement method; an independent reviewer may be jointly appointed with costs agreed in advance. No response allows an administrative reminder and project pause, not automatic certification of conformity or loss of non-waivable rights. Express acceptance records approval of the reviewed version; it does not waive latent defects, fraud or rights that cannot lawfully be excluded. A request raised after the review period will still be assessed to distinguish a defect from new work. ## 10. Non-conforming work and remedies Notify us promptly of an alleged non-conformity and allow reasonable access to the relevant files and evidence. We will investigate and, where responsible, correct or reperform the affected work within an agreed reasonable time at no extra charge. Do not continue avoidable downstream expenditure after identifying a material problem. If we cannot correct a material non-conformity within a reasonable period, the parties will agree an appropriate price reduction or refund for the affected service, taking account of any usable work. Nothing in this clause makes those the exclusive remedies where applicable law provides otherwise. Customer changes do not invalidate unrelated claims; responsibility is assessed for the actual cause of the problem. ## 11. Fees, cancellation and refunds The quotation sets the currency, total fees, applicable taxes, payment milestones, quote validity and included outputs. No unapproved extras are charged. If detailed review reveals an issue outside the quoted scope, we will offer options and await agreement. Any separately chargeable assessment must be disclosed before it starts. For a business customer cancelling for convenience, we may charge for properly performed work and reasonable, evidenced, non-recoverable project commitments incurred before cancellation, capped at the agreed project price. We provide an itemised calculation and refund any unused prepayment after deducting justified amounts. A deposit is not automatically non-refundable merely because it is called a deposit. If we cannot proceed, we will explain why, provide any usable paid-for work as agreed, and return unearned payments. Rights and remedies for our breach remain unaffected. Overdue undisputed amounts may lead to suspension after written notice and a reasonable opportunity to resolve the matter; a genuine dispute is discussed separately. ## 12. Intended use and downstream validation You must tell us any fit-critical, load-bearing, vehicle-safety, medical, regulated or other safety-critical use before quotation. We may decline work outside our capabilities. Digital reconstruction alone is not a design approval or certification for such use. Unless separately commissioned, you and your qualified downstream suppliers are responsible for material selection, toolpaths, manufacture, assembly and appropriate prototype/physical validation before use or mass production. This allocation does not remove our responsibility for the agreed digital deliverable or excuse negligent work. A STEP extension or visually smooth surface is not proof of manufacturability or safety. ## 13. Intellectual property and confidentiality You retain rights in your source materials and confirm that you have permission to provide them and commission the requested work. Grant us only the licence necessary to perform and administer the service. We do not certify that copying an existing part is free of third-party rights. Upon full payment, project-specific deliverables created for you will be assigned to you to the extent legally assignable. We retain pre-existing tools, templates, methods and general know-how; where incorporated into a deliverable, you receive the licence needed to use that deliverable for its agreed purpose. Third-party components remain subject to disclosed licences. Native working files are delivered only when included in the specification. Both parties protect non-public project information and use it only for the project and legitimate administration. Access is limited to personnel and necessary service providers under appropriate confidentiality obligations. We will obtain any project-specific approval required for subcontracting or restricted storage locations before using them. Legally compelled disclosure is limited to what is required, with notice where permitted. Customer names, photographs, models and results will not be used in our portfolio, advertising or model training without separate express permission. Marketing consent is optional and separate from acceptance of the service. An agreed NDA applies alongside these Terms, with any conflict resolved before transfer. ## 14. File retention and personal information The proposed project-file retention period is **90 days after final delivery or termination**, subject to the agreed policy and any continuing dispute or legal duty. After that period, routine project copies may be deleted with at least seven days' advance notice. Download and back up your deliverables; permanent archive retrieval is not part of the service unless agreed. Restricted records may be retained where necessary for legal, accounting or dispute purposes. Backup deletion follows a documented cycle rather than a promise of instantaneous erasure. Personal information is governed by a separate Privacy Notice specifying purposes, recipients, retention and contact rights. This clause is not a substitute for that notice. We will not promise security measures or storage locations we have not implemented. ## 15. Liability — legal review required Each party is responsible for loss to the extent caused by its breach or negligence, subject to applicable law, causation and reasonable mitigation. Nothing excludes or limits liability that cannot lawfully be excluded, including death or personal injury caused by negligence, or liability for fraud. **Commercial review item, not an operative cap:** counsel and management should consider whether a reasonable aggregate cap is appropriate for ordinary business claims, taking account of fees paid/payable for the affected order, foreseeable downstream loss and professional indemnity cover. Any agreed amount, exclusions and separate treatment of confidentiality, data protection and intellectual property must be expressly inserted and brought to the customer's attention before contracting. No cap amount has been approved in this draft. Do not add a blanket "no responsibility for any loss" provision. Any proposed exclusion of indirect loss or lost profit requires jurisdiction-specific review and must not remove meaningful remedies for a failure to supply the agreed service. ## 16. Disputes and applicable law Raise project issues through the notice contact stated in the order confirmation, quoting the order and file revision. The parties will attempt a good-faith technical and commercial resolution before commencing proceedings, without preventing urgent relief or allowing limitation periods to expire. **Proposed for reviewed B2B contracts:** Hong Kong law and the courts of Hong Kong. This choice must be confirmed by counsel and inserted in the final version, with appropriate treatment of international customers. No choice of law or court removes mandatory protections or rights to a competent forum that apply to a customer. ## 17. Consumers and acceptance records This draft is principally designed for business orders. An individual buying for personal purposes must not be required to misdeclare a business purpose. Before accepting consumer orders, assess applicable pre-contract information, cancellation/withdrawal, early service commencement, digital delivery and statutory remedy requirements for the target market. Do not assume custom work or a downloaded file automatically removes those rights. We will provide the actual Terms and project documents before acceptance in a form you can retain. The order record identifies the customer, authorised approver, quotation/specification revisions, assumptions approved, Terms version and acceptance date. A general checkbox does not authorise unspecified geometry assumptions or later changes.