Safegrows provider terms

1. Parties and definitions

1 open point in this section

These terms are between Safegrows and the company that joins Safegrows as a provider. These words have these meanings.

1. 1.1 Safegrows means the company that runs the Safegrows platform. Its legal name and address are an open point, listed in clause 13. Open point
2. 1.2 Provider, or you, means the company that accepts these terms. The person who accepts them does so for the company and is not a party in their own name.
3. 1.3 Maker means the team or company that orders a build on Safegrows.
4. 1.4 Operator means a member of Safegrows staff who reviews orders and verifies providers.
5. 1.5 Job means the work on one order that an operator assigns to you.
6. 1.6 Design files means every file, drawing, model, parts list, and note that a maker provides, or that Safegrows prepares, for a job.
7. 1.7 Fit check means the Safegrows check that measures a board against its case and reports PASS, WARN, or FAIL for each check.
8. 1.8 Platform means the Safegrows website, the provider portal, and the records that Safegrows keeps.

2. Eligibility and verification

Only real companies that can do the work they state may join.

1. 2.1 You must be a registered business that makes, assembles, or sources hardware, or does part of that work.
2. 2.2 The person who accepts these terms must be allowed to act for the company.
3. 2.3 You give true information about your company, your capabilities, and your capacity, and you send the documents that verification asks for.
4. 2.4 Your shop stays in review until an operator approves it. Until then nothing about your shop is listed, live, or verified, and you receive no jobs. While the terms are a draft, approval verifies your shop only. No real maker job and no design file is sent to any shop until that shop has accepted an in force version 1.0.
5. 2.5 An operator may approve your shop, ask for more information, or decline it. If an operator declines, Safegrows tells you why.
6. 2.6 You keep your information current. Safegrows may check it again at any time.
7. 2.7 Files you send for verification are used only to verify your shop, and only Safegrows operators see them. Safegrows deletes your verification files after you leave, unless the law requires it to keep them.
8. 2.8 You allow Safegrows to show your company name and the details you give for the storefront.

3. How jobs are offered and accepted

Jobs are offered by fit, after a person has reviewed the order.

1. 3.1 Jobs are matched on fit: the capabilities a job needs, the board size, and the order size, against what your shop stated. Payment cannot buy a better match.
2. 3.2 A job reaches you only after an operator review. A maker's approval alone never sends a job to a shop.
3. 3.3 When an operator assigns a job to you, you receive the design files and notes shared for that job, and nothing else.
4. 3.4 You accept or decline a job within two working days. A job is committed to your shop only after you accept it. If you do not answer, the operator may give the job to another shop.
5. 3.5 You may decline any job. Declining honestly does not count against you.
6. 3.6 Your price for a job is the price the operator agreed with you in writing before assignment.
7. 3.7 You may use another company for part of a job only if you told Safegrows who does that work. You are responsible for the work and the confidentiality of any company you use, as for your own.
8. 3.8 You move the job through assembly, testing, and shipping, each with a short true note. The operator moves the job into fabrication and marks it delivered.
9. 3.9 Neither side is exclusive. Safegrows does not promise any number of jobs.

4. Quality and rework

1 open point in this section

Each side pays for its own mistakes. These sub clauses say how the cause is decided.

1. 4.1 You build to the design files and the job notes, with the care of a professional shop.
2. 4.2 Testing means each unit powers on and you record photos of it. It does not mean compliance testing or certification.
3. 4.3 Rework caused by a defect in your shop, such as a bad joint, a wrong part, or a damaged case, is your cost. The period after delivery in which a defect can be reported is an open point, listed in clause 13. Open point
4. 4.4 A unit that does not fit its case is a Safegrows fault when the fit report reviewed at the operator review marked that check PASS. This applies only when the unit was built to the design files. Safegrows pays for that rework.
5. 4.5 Clause 4.4 does not cover a check marked WARN or FAIL, or a check the report does not list. It does not cover a change to the files after the review, or a unit that was not built to the design files.
6. 4.6 When the cause of a problem is not clear, the operator compares the unit, the photo record, and the fit report, and decides. You can answer before the decision. When the question is whether Safegrows pays, the operator's decision is not final, and clause 12 applies.
7. 4.7 You report a problem to the operator as soon as you see it, before you move the job to the next stage.
8. 4.8 You follow the laws that apply to your work, including export and safety rules.

5. Confidentiality and non use of designs

A maker's design belongs to the maker. You may use it for one thing only: building the job.

1. 5.1 These terms give you no right to any design file, except to build the job it was shared for.
2. 5.2 You use design files only to build the job they were shared for.
3. 5.3 You share design files only with people who need them to build the job, and who keep them confidential as this clause requires.
4. 5.4 You do not copy, sell, publish, or reuse a design, or any part of it, for any other purpose or for anyone else.
5. 5.5 When Safegrows tells you a job is closed, you delete its design files from your systems, unless the law requires you to keep them. You may keep them until any rework or dispute on that job is closed.
6. 5.6 Safegrows keeps your prices, your processes, and your verification documents confidential, and does not show them to other providers.
7. 5.7 This clause continues after you leave Safegrows.

6. No going around Safegrows

2 open points in this section

Work with a maker you met through Safegrows goes through the platform, within the limits below.

1. 6.1 You do not use a job, or an inquiry that came through Safegrows, to take work from that maker outside the platform.
2. 6.2 If a maker you met through Safegrows asks to work with you directly, you tell Safegrows, and the work goes through the platform. If Safegrows does not take that work within a period, you may do it directly. That period is an open point, listed in clause 13. Open point
3. 6.3 This applies while you are a Safegrows provider and for a period after you leave. The length of that period is an open point, listed in clause 13. Open point
4. 6.4 This clause does not cover a maker you served before you met them on Safegrows, if you can show that earlier work.
5. 6.5 Breaking this clause can end your listing under clause 9.

7. Pricing and payment timing

7 open points in this section

You are paid the price you agreed, by Safegrows, after the job passes testing.

1. 7.1 The maker's price comes from the Safegrows rate card and is set separately from yours. Safegrows pays you your agreed price in full and takes no fee or cut from it.
2. 7.2 Safegrows pays you for the job. Safegrows proposes that this payment does not depend on the maker paying Safegrows. Whether it does is an open point, listed in clause 13. Open point
3. 7.3 Payment for a job becomes due after the job passes the testing stage and the photo record is in the order.
4. 7.4 The number of days between that point and the payout is an open point, listed in clause 13. Open point
5. 7.5 Your price includes parts, the case, packing, and shipping to the address in the job, unless the operator agrees otherwise in writing.
6. 7.6 If an order is canceled after you accepted the job, through no fault of yours, Safegrows pays for the work done and the parts bought for that job. The job record shows them. How that payment is counted is an open point, listed in clause 13. Open point
7. 7.7 When a job is in dispute, Safegrows may hold only the disputed amount on that job, and the rest is paid on time. The longest time it may be held is an open point, listed in clause 13. Open point
8. 7.8 Who bears the loss when a unit is lost or damaged after it leaves your shop is an open point, listed in clause 13. Open point
9. 7.9 Who pays taxes on a job, and who pays bank and currency fees on a payout, is an open point, listed in clause 13. Open point
10. 7.10 How you invoice Safegrows for a job is an open point, listed in clause 13. Open point
11. 7.11 Prices are in US dollars.
12. 7.12 There is no fee to join or to list. If Safegrows adds a paid plan later, it will be optional, announced under clause 11, and it will never buy placement ahead of fit.
13. 7.13 Payouts are not open yet. They open only after Safegrows connects banking and a person approves it.

8. Ratings and placement

Placement is the order of shops on the ranked list that helps an operator choose a shop for a job. The operator makes the choice.

1. 8.1 Placement starts with fit, then verification. Among quality measures, only on time delivery and fit accuracy will move placement. Until Safegrows measures them, placement uses fit and verification only.
2. 8.2 Fit accuracy means the share of your units that fit their case at delivery, not counting failures under clause 4.4.
3. 8.3 Both measures will come from real jobs on Safegrows. Safegrows does not invent, buy, or sell records.
4. 8.4 One late job, with a note sent before the due date, does not count against you. A late job without a note does.
5. 8.5 Placement cannot be bought ahead of a better fit.
6. 8.6 A fit failure that is a Safegrows fault under clause 4.4 does not count against you.
7. 8.7 You can see your own record, and you can ask an operator to correct a mistake in it.

9. Suspension and leaving

2 open points in this section

Either side can end the relationship. These sub clauses keep that fair.

1. 9.1 Safegrows may pause your listing while it looks into a serious problem, such as a breach of clause 5 or clause 6, or false information. You may leave during a pause under clause 9.4. The longest a pause may last is an open point, listed in clause 13. Open point
2. 9.2 Safegrows tells you why, and you can answer before a final decision is made.
3. 9.3 Safegrows may end your listing for false information, for a serious breach of these terms, or for the same breach repeated. If Safegrows ends your listing, you are paid for work done, except amounts in a dispute.
4. 9.4 You may leave at any time by telling Safegrows. Jobs you already accepted are finished, or handed back to the operator in a way you both agree.
5. 9.5 Safegrows may end the relationship without a reason, and you may too under clause 9.4. The notice Safegrows gives is an open point, listed in clause 13. Open point
6. 9.6 When you leave, or the relationship ends, you are paid for work done as clause 7 says, and clause 5, clause 6, and clause 10 continue.

10. Liability, in plain words

1 open point in this section

Each side is responsible for its own work.

1. 10.1 You are responsible for the quality of what you build and ship. Safegrows is responsible for fit failures as clause 4.4 and clause 4.5 say, for the operator review, and for paying you as these terms say.
2. 10.2 Neither side is liable to the other for indirect loss, such as lost profit or lost business.
3. 10.3 The most either side can owe the other for a job is limited. The limit is an open point, listed in clause 13. Open point
4. 10.4 These limits do not apply to fraud, to a breach of clause 5, or where the law does not allow a limit.

11. Changes to these terms

1 open point in this section

These terms will change as Safegrows grows. You are told before a change, and you can read every version.

1. 11.1 Each version of these terms has a number, and every version stays readable on the platform.
2. 11.2 Safegrows tells you about a change before it takes effect. The notice period is an open point, listed in clause 13. Open point
3. 11.3 A change applies to jobs assigned after it takes effect, not to jobs you already accepted.
4. 11.4 If you do not accept a change, you may leave under clause 9 before it takes effect.
5. 11.5 When you accept these terms, Safegrows records the version you accepted, the time, and a fingerprint of the exact text.
6. 11.6 Accepting a draft records that you read that exact text. A draft is not in force and creates no obligation. Accepting this draft is not acceptance of version 1.0 or any later version. When version 1.0 is published, you are asked to read and accept it.

12. Governing law and disputes

1 open point in this section

This clause is a placeholder. It is not set in this draft.

1. 12.1 The law that governs these terms, and the place where disputes are decided, are an open point, listed in clause 13. Open point
2. 12.2 Before any formal step, both sides try to settle a disagreement by talking, with a Safegrows operator first.

13. Open points before version 1.0

These points are not set in this draft. Each one will be set after legal review, before version 1.0.

1. 13.1 The legal name and address of Safegrows, in clause 1.1.
2. 13.2 The period after delivery in which a defect can be reported, in clause 4.3.
3. 13.3 The period after which you may take direct work that Safegrows does not take, in clause 6.2.
4. 13.4 The length of the period after leaving, in clause 6.3.
5. 13.5 Whether payment to a provider depends on the maker paying, in clause 7.2.
6. 13.6 The number of days to payout, in clause 7.4.
7. 13.7 How payment for canceled work is counted, in clause 7.6.
8. 13.8 The longest time a disputed amount may be held, in clause 7.7.
9. 13.9 Who bears loss or damage in transit, in clause 7.8.
10. 13.10 Who pays taxes, and bank and currency fees, in clause 7.9.
11. 13.11 How a provider invoices Safegrows, in clause 7.10.
12. 13.12 The longest a pause may last, in clause 9.1.
13. 13.13 The notice Safegrows gives to end the relationship without a reason, in clause 9.5.
14. 13.14 The liability limit, in clause 10.3.
15. 13.15 The notice period for changes, in clause 11.2.
16. 13.16 The governing law and the place for disputes, in clause 12.1.