Terms of Service

1.Introduction

These Terms of Service form a binding agreement between you and ACCESSALLY, LLC regarding the website, the content published on it, and the services offered through it. The terms apply whether you visit the website simply to read information, whether you contact the company with a question, or whether you enter into a full engagement for design and integration services.

The services are developed and operated by the developer AccessAlly on behalf of ACCESSALLY, LLC. Throughout these terms, the company means ACCESSALLY, LLC, and the developer means AccessAlly. The company and the developer work together to provide the services, and both are committed to clear communication, honest work, and professional delivery. References to the company in these terms include the developer where the context requires it.

If any provision of these terms is unclear, you should contact the company before you rely on it. The contact details appear in the Contact Information section at the end of this document. The company is happy to explain any term in plain language, and a written clarification that the company issues about these terms will be treated as part of the agreement.

2.Acceptance of These Terms

By accessing the website, by submitting a form, by sending an email, or by engaging the company for any service, you accept these Terms of Service and agree to be bound by them. If you do not agree with these terms, you must not use the website or the services. Acceptance of these terms is a condition of the services, and the company relies on that acceptance when it begins work.

If you use the website or the services on behalf of an organization, you represent that you have the authority to bind that organization to these terms. In that case, the organization is responsible for your actions and for any other person who uses the services under the organization account. The organization agrees to be jointly and severally liable for any breach of these terms that occurs through its account.

These terms apply to the fullest extent permitted by law. If a court finds that a provision of these terms is unenforceable, that provision will be limited to the minimum extent necessary, and the remaining provisions will continue in full force. No waiver of any term is effective unless it is made in writing and signed by an authorized representative of the company.

3.Description of Services

The company provides computer systems design and computer integrated systems design services. These services include systems architecture and design, computer integrated systems design, data engineering and analytics, cloud and platform engineering, system integration, and managed operations and support. The full list of service areas appears on the Services page of the website, and that page is part of these terms.

The scope of a particular engagement is defined in a written proposal or statement of work. That document sets out the deliverables, the milestones, the responsibilities of each party, and the fees. The written proposal prevails over these general terms to the extent that the proposal contains a specific and explicit provision that conflicts with these terms. The company will always confirm the scope in writing before a project begins.

The company may, from time to time, add, change, or discontinue a service offering. Such changes apply to new engagements and to renewals of existing agreements. The company will give reasonable notice of any change that affects an active engagement and will not reduce the commitments already made in a signed proposal without the agreement of the client.

4.Eligibility and Accounts

You must be at least 18 years of age to use the services and to enter into an agreement with the company. If you are under 18, you may view the website for informational purposes under the supervision of a parent or guardian, but you may not submit a form or place an order. The company may request evidence of authority before it accepts an engagement from a representative of an organization.

Some services may require you to create an account, to choose credentials, or to grant the company access to your systems. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify the company immediately if you suspect that your account or your credentials have been compromised.

The company may refuse service to any person or organization at its discretion, provided that the refusal does not violate applicable law. The company may also suspend an account where there is a reasonable belief that the account is being used in breach of these terms. A suspension will be explained to the account holder, and the company will resolve the matter as quickly as possible.

5.Client Responsibilities

The client agrees to provide accurate information, timely decisions, and reasonable access to the people and systems needed to complete the work. Projects stall when decisions are delayed, so the client agrees to designate a single point of contact with the authority to approve scope, designs, and milestones. The client also agrees to review deliverables promptly and to raise concerns within the agreed review window.

The client agrees to provide access credentials, documentation, and technical details only through the secure channels the company provides, and to grant access that is limited to what is needed for the work. The client remains responsible for its own infrastructure, its own data, and the actions of its own employees. The company will follow instructions that the client gives through the designated contact.

If the client does not meet its responsibilities, the project schedule may be affected. The company will document any delay caused by the client and will adjust the timeline accordingly. Delays caused by the client do not relieve the client of its payment obligations, and the company will not be liable for losses caused by the late provision of information or decisions by the client.

6.Proposals and Quotations

When you request a quotation, the company will prepare a written proposal that describes the work, the approach, the deliverables, the schedule, and the price. A proposal is an invitation to contract, not a contract itself. The proposal becomes binding only when it is accepted in writing by the client and confirmed by the company. No work begins before a proposal has been accepted and, where required, a deposit has been paid.

A proposal is valid for the period stated in the proposal, which is typically thirty days. If the proposal is not accepted within that period, the company may revise the pricing and the schedule to reflect current conditions. The company will not apply a proposal to work that is materially different from the work described in the proposal, and a change in scope requires a written change order.

Each proposal states its assumptions, including assumptions about the client environment, the volume of data, the number of systems, and the availability of client staff. If an assumption proves to be incorrect, the company will discuss the impact with the client and issue a revised proposal. The client is not obligated to accept the revised proposal and may end the discussion without penalty at that point.

7.Fees and Payment

Fees are stated in the written proposal in United States dollars. Payment terms are set out in the proposal or in a separate payment schedule. Invoices are payable within the period stated on the invoice, which is typically thirty days from the invoice date. Late payments may accrue interest at the rate permitted by applicable law, and the company may pause work if an account becomes significantly overdue.

For larger engagements, the company may require an advance payment or milestone payments before work proceeds. Milestone payments are linked to the deliverables in the schedule, and they are due when the milestone is delivered, not when the client chooses to review it. Expenses that are incurred directly for the project, such as third party licensing or specialized tooling, are billed at cost and itemized on the invoice.

The company accepts payment by the methods stated in the proposal. The client agrees to pay all taxes that apply to the services, other than taxes on the income of the company. If the client disputes an invoice, the client must notify the company in writing within fifteen days of the invoice date and must pay the undisputed portion on time. The parties will work in good faith to resolve any dispute quickly.

8.Project Timeline and Delivery

The proposal sets out the planned timeline for the project. The timeline is an estimate based on the information available when the proposal is prepared, and it assumes that the client meets its responsibilities on time. The company will make every reasonable effort to meet the planned milestones and will communicate promptly if the schedule is at risk.

Delivery of a deliverable occurs when the company provides it to the designated client contact. Review periods are stated in the proposal. If the client does not respond within the review period, the deliverable is treated as accepted for the purpose of milestone invoicing, without limiting any later correction rights described in these terms. Acceptance of a deliverable does not waive the warranty provisions below.

Changes requested after a deliverable is presented may be treated as new work. The company will provide an estimate for the change before proceeding, and the client may accept or decline the estimate. The company will not delay the whole project for an optional change, and it will agree with the client on whether the change is integrated into the current plan or scheduled for a later phase.

9.Intellectual Property Rights

The website, its design, its text, and its graphics are the property of ACCESSALLY, LLC and its licensors, and they are protected by copyright and other intellectual property laws. You may view and print pages of the website for your own legitimate business purposes. You may not republish, reproduce, or redistribute the content of the website without the prior written consent of the company.

Work products that the company creates specifically for a client, including designs, code, diagrams, and documentation that are unique to that client project, are owned by the client once payment for that deliverable has been made in full. The company retains ownership of its pre existing tools, methodologies, frameworks, and libraries, and of any generic components that are reused across projects.

The company grants the client a perpetual, royalty free license to use the pre existing tools and generic components that are embedded in a delivered work product, to the extent needed to operate and maintain that work product. The client grants the company a license to use the client materials needed to deliver the services. Both parties agree not to use the confidential materials of the other party beyond the scope of the engagement.

10.Licenses and Usage Rights

Unless a proposal states otherwise, the company delivers work products under a license that permits the client to use them for its own internal business purposes. The license is nonexclusive, meaning that the company remains free to use its generic components for other clients. The license does not permit the client to resell the work products, to offer them as a service to third parties, or to license them to others.

Software that the company builds may include open source components, which are governed by their own licenses. The company will identify significant open source components in the project documentation and will honor the obligations of their licenses. Where a component is licensed under a copyleft license, the client will receive notice and an explanation of the obligations that apply.

The company does not grant the client any ownership of the trademarks, trade names, or logos of the company or its partners. The client may not use the company name in a way that suggests an endorsement or a partnership without the written consent of the company. The client may reference the company as its technology partner in ordinary business contexts, provided the reference is accurate and not misleading.

11.Confidentiality

Each party may receive confidential information from the other during an engagement. Confidential information includes business plans, financial data, technical specifications, access credentials, system details, and any information that is marked confidential or that a reasonable person would understand to be confidential. The receiving party agrees to protect this information with the same care it uses for its own confidential information, and no less than a reasonable standard of care.

Confidential information may be shared with employees and contractors who need it to perform the work and who are bound by confidentiality obligations. Neither party will disclose the confidential information of the other to an outside party without prior written consent, except where disclosure is required by law, in which case the disclosing party will give reasonable notice where permitted. Confidential information does not include information that is publicly available through no fault of the receiving party.

The confidentiality obligations survive the end of the engagement and continue for five years, or longer where the information is a trade secret. On request, each party will return or securely delete the confidential information of the other when it is no longer needed, except for copies that must be retained for legal or audit reasons. Nothing in these terms restricts the rights of a party to protect its own confidential information in court.

12.Acceptable Use

You agree to use the website and the services only for lawful purposes and in a way that does not interfere with the operation of the services or with the experience of other users. You may not attempt to gain unauthorized access to the systems of the company, to the accounts of other users, or to any data that is not intended for you. You may not use automated tools to scrape, harvest, or overload the website.

You may not use the services to store or transmit unlawful content, malicious software, or content that infringes the rights of third parties. You may not use the services in a way that violates export control laws, anti money laundering laws, or sanctions programs. If the company has a reasonable belief that your use violates these rules, it may suspend the services and will notify you promptly unless the notice would compromise an investigation.

The client is responsible for the content and the data that it submits to the services. The company is not obligated to monitor client content, but it may review content where needed to maintain security, to comply with law, or to respond to a legitimate request. The company will not review client content for marketing purposes, and it will keep access to client data limited to what the work requires.

13.Warranties and Disclaimers

The company warrants that it will perform the services using reasonable skill and care and that the deliverables will conform to the specifications in the proposal. If a deliverable does not conform, the company will correct the nonconformity at its own cost within a reasonable time, provided that the client reports the issue within thirty days of receiving the deliverable. This correction obligation is the sole remedy for a failure to conform to the specification.

To the maximum extent permitted by law, the website and the services are provided on an as is and as available basis, without warranties of any kind, whether express, implied, or statutory. The company disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non infringement. The company does not warrant that the website will be uninterrupted or free of errors.

The company does not warrant that the services will meet the expectations of the client beyond the documented specifications, and the company is not responsible for outcomes that depend on factors outside its control, including the performance of third party services, the accuracy of client provided data, or the decisions made by client staff. No advice or information obtained from the website creates a warranty that is not stated in these terms.

14.Limitation of Liability

To the maximum extent permitted by law, the company will not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, business interruption, or loss of goodwill, arising out of or related to the website, the services, or these terms, even if the company has been advised of the possibility of such damages.

The total liability of the company for all claims arising out of or related to an engagement will not exceed the total fees paid by the client for the specific engagement that gave rise to the claim. This limitation applies to all theories of liability, including contract, tort, negligence, and strict liability, and it applies whether the claim arises from the services, from a deliverable, or from the website.

Nothing in these terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud, for gross negligence, or for death or personal injury caused by negligence. Because some jurisdictions do not allow the exclusion or limitation of certain damages, the limitations in this section apply to the fullest extent permitted by the law of the applicable jurisdiction.

15.Indemnification

The client agrees to defend, indemnify, and hold harmless the company, the developer, and their officers, employees, and contractors from and against any claim, loss, damage, or expense arising out of the client use of the website or the services, the client data and content, or the client breach of these terms. This indemnity covers reasonable legal fees and costs that are incurred in defending a covered claim.

The client agrees to indemnify the company against claims that arise from the client modifications of a deliverable, from the combination of a deliverable with products not provided by the company, or from the client failure to follow the company instructions for operating a deliverable. This provision does not apply where the claim arises from the negligence or misconduct of the company.

The company agrees to defend, indemnify, and hold harmless the client against claims that a deliverable built by the company infringes the intellectual property rights of a third party, provided that the client gives the company prompt notice, sole control of the defense, and reasonable cooperation. If such a claim is made, the company may modify the deliverable, replace it with a non infringing equivalent, or terminate the affected part of the engagement and refund the related fees.

16.Termination

Either party may terminate these terms by giving written notice if the other party commits a material breach that is not cured within thirty days of written notice. A party may terminate immediately for a material breach that cannot reasonably be cured, including a serious violation of confidentiality, a failure to pay that continues after notice, or conduct that threatens the security of the systems.

A client may cancel a project at any time by written notice. The client remains responsible for work completed and for costs committed before the cancellation, as set out in the proposal. Unused prepaid amounts for work that has not been started will be refunded, less any costs that the company has already incurred on the project, including staff time and third party commitments.

Upon termination, the company will deliver the work products completed to that point, subject to payment of the amounts due, and will return or securely delete the confidential information of the client as requested. Provisions of these terms that are intended to survive termination, including payment, confidentiality, intellectual property, warranties, limitation of liability, and indemnification, continue to apply after termination.

17.Third Party Services and Links

The website may link to, and the services may use, platforms and products operated by third parties. The company is not responsible for the availability, security, or operation of third party services, and the use of those services is governed by the terms and policies of their operators. Where the services depend on a third party platform, the company will identify the dependency in the project documentation.

The client acknowledges that third party services may change their terms, their pricing, or their capabilities during an engagement. If a change to a third party service affects a deliverable, the company will discuss the impact with the client and propose an adjustment to the scope or the approach. Changes in third party terms that are outside the control of the company do not constitute a breach of these terms by the company.

Links to third party websites are provided for convenience only. A link does not constitute an endorsement of the content or the products of the linked site. The company encourages you to review the terms and policies of any third party service before you rely on it, and the company will not be liable for losses that arise from the use of a third party service.

18.Changes to These Terms

The company may revise these Terms of Service from time to time. When the terms change, the revised version will be posted on this page with a new effective date. For material changes, the company will make reasonable efforts to give you notice, including a notice on the website or by email to the address on file. Your continued use of the website or the services after the revised terms are posted constitutes acceptance of the revised terms.

If you do not agree with the revised terms, you may stop using the website and the services and, where you have an active engagement, you may end that engagement according to the termination provisions above. Terms that apply to an active engagement are the terms in effect when the engagement was accepted, except where the parties agree in writing to apply the revised terms.

The company will keep a record of prior versions of these terms and can provide a copy on request. The current version of these terms supersedes all earlier versions. If a provision of the revised terms is found to be unenforceable, the remaining provisions continue in full force, and the unenforceable provision will be limited to the minimum extent necessary to make it enforceable.

19.Governing Law and Disputes

These terms are governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. The parties agree that the courts of Iron County, Utah, and the federal courts located in the State of Utah have exclusive jurisdiction over any dispute arising out of or related to these terms, except where applicable law requires a different forum.

Before filing a claim, the parties agree to make a good faith effort to resolve the dispute through negotiation. Either party may initiate a formal dispute by written notice describing the issue, and the parties will hold a good faith discussion within thirty days of that notice. If the dispute is not resolved through that discussion, either party may pursue the remedies available under these terms and applicable law.

The prevailing party in any legal proceeding arising out of these terms is entitled to recover its reasonable legal fees and costs from the other party. These terms do not limit the right of either party to seek injunctive relief or other equitable remedies where monetary damages would not be an adequate remedy, including for breaches of confidentiality or intellectual property rights.

20.Contact Information

If you have questions about these Terms of Service, about a proposal, or about an active engagement, you may contact the company at any time. The developer of the services, AccessAlly, and the company ACCESSALLY, LLC, will respond to your questions promptly and will work to resolve any issue in a fair and practical way.

You may also use the contact page on this website, which can be reached from the homepage, to send a question about these terms through the contact form. The company recommends that you keep a copy of any written proposal or agreement for your records, and that you contact the company before you rely on any verbal commitment that is not reflected in writing.