Terms of Service

1. Acceptance of Terms

By using this website or engaging AC BLUFFDALE LLC for services, you confirm that you have read, understood and agreed to be bound by these terms together with any signed proposal, statement of work or master services agreement. Where a signed agreement conflicts with these terms, the signed agreement prevails for the work it covers.

If you do not agree with these terms, you should not use the website and you should not commission services. If you are using the website on behalf of an organisation you represent that you have authority to accept these terms for that organisation.

2. Definitions

In these terms, the Company means AC BLUFFDALE LLC. The Website means the site published at acbluffdale.buzz. The Client means the person or organisation that commissions services. Deliverables means the reports, designs, software artefacts, documentation and other outputs produced under an engagement. Statement of Work means a written document describing scope, fees, schedule and responsibilities. Personal Data means information relating to an identified or identifiable individual.

3. Eligibility and Authority

The website and services are intended for professional and organisational use. By using them you confirm that you are at least eighteen years of age and legally capable of entering into binding contracts. Where you act for an employer or another legal entity, you confirm that you are authorised to bind that entity to these terms and to any engagement you initiate.

We may decline to provide services or to respond to an enquiry where we are unable to verify identity, where the request is unlawful, or where accepting the work would create a conflict of interest or an unacceptable risk to either party.

We may also decline work where a requested outcome cannot be achieved within the constraints given, where the required timeline is not realistic, or where the technical approach sought would create a security or maintainability risk. In such cases we will explain our reasoning and, where possible, propose an alternative that meets the underlying goal.

If you are an individual consumer rather than a business, some provisions of these terms may not apply to you because consumer protection law grants rights that cannot be varied by contract. Nothing in these terms is intended to remove those rights.

4. Permitted Use of the Website

You may view, download and print pages from the website for your own internal business use. You must not attempt to gain unauthorised access to any part of the website, interfere with its operation, introduce malicious code, scrape content at volume, or use the website in a way that damages the Company or any third party.

We may suspend or withdraw access to the website at any time for maintenance, security or operational reasons. We do not guarantee uninterrupted availability, although we make reasonable efforts to keep the site running and to give notice of planned maintenance where practical.

Automated access to the website, including crawling at a rate that places load on our infrastructure, is not permitted without prior written agreement. Limited indexing by reputable search engines is permitted because it helps users find legitimate content. We reserve the right to block traffic that threatens availability or security.

The website is provided for information about the Company and its services. It does not constitute professional advice for any specific situation, and you should not rely on general website content in place of a properly scoped engagement or independent professional advice.

5. Intellectual Property

All content on the website, including text, layout, graphics, styling and code, is owned by or licensed to the Company and is protected by applicable intellectual property law. Nothing in these terms transfers ownership of that content to you.

Intellectual property created during a client engagement is governed by the applicable statement of work. Unless that document states otherwise, the Company retains ownership of its pre existing tools, methods, templates, frameworks and know how, and grants the Client a perpetual, non exclusive licence to use them to the extent necessary to use the Deliverables. Ownership of bespoke Deliverables may be assigned to the Client on full payment where the statement of work provides for assignment.

The Company name, the website design and the written content on this site may not be copied, reproduced or used to imply endorsement without prior written permission. You may quote brief extracts for the purpose of fair comment or professional review, provided the source is acknowledged and the meaning is not distorted.

Where a Client provides its own materials for use in an engagement, the Client retains ownership of those materials and grants the Company a licence to use them only as required to perform the work. The Client confirms that it has the rights necessary to grant that licence, and that the materials do not infringe the rights of any third party.

6. Service Engagements

Services are provided under a written engagement. The Company offers systems design consultancy, enterprise software architecture, IT infrastructure integration, network and security engineering, data platform modernisation and technical programme management. The precise scope, assumptions, exclusions, schedule and acceptance criteria are recorded in the statement of work.

Descriptions of services on the website are for general information and do not constitute an offer capable of acceptance. An engagement exists only when a proposal or statement of work has been signed by both parties or confirmed in writing by an authorised representative of the Company.

7. Proposals and Statements of Work

Proposals remain valid for thirty days from the date of issue unless stated otherwise. They are based on the information available at the time and may be revised if that information proves incomplete or inaccurate. Statements of work describe deliverables, timelines, fees, dependencies and client obligations.

Where a proposal depends on estimates, those estimates are made in good faith using professional judgement. They are not a guarantee of a fixed outcome unless the statement of work expressly states that the fee is fixed and the scope is fixed.

8. Fees and Payment

Fees are set out in the statement of work and may be quoted on a fixed price, time and materials or retainer basis. Unless stated otherwise, invoices are payable within thirty days of the invoice date in the currency shown. Expenses reasonably incurred, such as approved travel, are charged at cost with supporting receipts.

Late payment may attract interest at the rate permitted by applicable law, and the Company may suspend work where invoices remain unpaid after written notice. All fees are exclusive of applicable taxes, which are added where required. Amounts already paid for work properly performed are non refundable except where the statement of work provides otherwise.

9. Client Responsibilities

The Client agrees to provide timely access to systems, information, facilities and personnel that the Company reasonably requires. The Client is responsible for the accuracy of the information it supplies and for obtaining any permissions needed for the Company to access third party environments on the Client behalf.

The Client will nominate a point of contact empowered to make decisions and will respond to requests for approval within agreed timeframes. Delays caused by the Client may affect the schedule and may result in additional fees where the Company must absorb the cost of the delay.

10. Deliverables and Acceptance

Deliverables are submitted for review against the acceptance criteria recorded in the statement of work. The Client will review each deliverable within the agreed review period and will either accept it or provide written details of any non conformity. Deliverables are deemed accepted if no response is received within the review period, where the statement of work provides for that deemed acceptance.

Where a deliverable does not conform to the agreed criteria, the Company will correct it at no additional charge. Changes that go beyond the agreed criteria are handled through the change control process.

11. Change Control

Either party may propose a change to scope, schedule or fees. A change takes effect only when both parties have confirmed it in writing. The Company will not be obliged to perform additional work before a change is agreed, and it may continue on the existing scope in the meantime.

Where a proposed change would affect the critical path, the Company will say so at the time of assessment so that the Client can make an informed decision rather than discovering the impact later.

12. Confidentiality

Each party may receive information that the other treats as confidential. The receiving party will use that information only for the purposes of the engagement, will protect it with at least reasonable care and will not disclose it except to personnel and advisers who need it and who are bound by confidentiality obligations.

These obligations do not apply to information that is public through no fault of the receiving party, that was already lawfully held, or that must be disclosed by law or court order, provided that the receiving party gives prompt notice where lawful. Confidentiality obligations survive the end of the engagement.

13. Data Protection in Engagements

Where the Company processes Personal Data on behalf of the Client, the Company acts as a processor and the Client acts as a controller. The Company will process such data only on documented instructions, will implement appropriate technical and organisational measures, will assist with data subject requests and will notify the Client of any incident without undue delay.

The processing of Personal Data collected through the website and through direct business contact is described in the Privacy Policy of the Company, which forms part of these terms by reference. In the event of a conflict between a signed data processing agreement and this section, the signed agreement prevails.

14. Warranties and Disclaimers

The Company warrants that services will be performed with reasonable skill and care by suitably qualified personnel, and that Deliverables will materially conform to the agreed specification for a period of thirty days after acceptance. This is the exclusive warranty given for services.

The website and its content are provided on an as available basis without warranties of any kind to the fullest extent permitted by law. The Company does not warrant that the website will be free of errors or interruptions, or that content is complete or current at all times. Nothing in these terms excludes liability that cannot lawfully be excluded.

15. Limitation of Liability

To the fullest extent permitted by law, the total aggregate liability of the Company arising out of or in connection with an engagement is limited to the total fees paid by the Client for the services giving rise to the claim during the twelve months preceding the claim.

Neither party is liable for indirect, incidental, special or consequential losses, or for loss of profit, revenue, anticipated savings, business opportunity or data, however arising, even if advised of the possibility of such loss. These limitations do not apply to fraud, wilful misconduct, or any liability that cannot be limited by applicable law.

16. Indemnity

The Client agrees to indemnify and hold harmless the Company against third party claims arising from materials or instructions supplied by the Client, from the Client use of Deliverables outside the agreed purpose, or from the Client failure to obtain necessary consents or licences.

To the extent permitted by law, the Company agrees to indemnify the Client against third party claims that a bespoke Deliverable, as delivered and used within the agreed scope, infringes a copyright or trade secret of a third party. The Company must be notified promptly of such a claim and must be given control of the defence and settlement, with the Client providing reasonable cooperation. Where an infringement is established, the Company may procure a licence, modify the Deliverable or refund the relevant portion of the fees.

17. Third Party Components

Deliverables may include open source or commercial third party components. Such components are governed by their own licences, which the Client agrees to observe. The Company advises the Client of material licence constraints in the statement of work and does not grant rights that it does not hold.

Where a third party service or platform is required, availability and continuity depend on that provider. The Company is not responsible for changes to third party terms, pricing or functionality that are outside its control.

18. Non Solicitation

During the engagement and for twelve months after it ends, neither party will knowingly solicit the other personnel who were directly involved in the engagement for employment in a competing context, without prior written consent. General recruitment advertising that is not targeted does not breach this clause.

19. Term and Termination

An engagement runs for the period set out in the statement of work and may be extended by written agreement. Either party may terminate for material breach that remains uncured thirty days after written notice, or immediately where the other party becomes insolvent or ceases to trade.

On termination the Client will pay for services performed and commitments reasonably incurred up to the effective date. The Company will return or destroy confidential information on request, subject to any legal retention obligations. Clauses that by their nature should survive, including intellectual property, confidentiality, limitation of liability and governing law, remain in force.

20. Force Majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural events, industrial action, network or utility failure, government action or widespread public health emergencies. The affected party will notify the other promptly and will use reasonable efforts to mitigate the impact.

21. Governing Law and Disputes

These terms are governed by the laws of the United States and of the state in which the Company is established, without regard to conflict of law rules. The parties will first attempt to resolve any dispute through good faith discussion between senior representatives.

If discussion does not resolve the matter within thirty days, either party may refer the dispute to the courts of competent jurisdiction in the Company state of establishment, or to binding arbitration where the signed agreement provides for it. Nothing in this clause prevents either party from seeking urgent injunctive relief to protect its confidential information or intellectual property.

22. Changes to These Terms

The Company may update these terms from time to time to reflect legal, technical or commercial changes. The version published on the website at the time of your visit applies to your use of the website. For active engagements, the version in force when the statement of work was signed continues to apply unless both parties agree otherwise in writing.

Where a change is material and affects an ongoing engagement, the Company will give reasonable written notice before it takes effect.

23. Contact Information

Questions, notices and requests relating to these terms should be directed to the contact details below. Notices to the Company must be sent in writing to the registered office or by email with confirmation of receipt.