Terms of Service

1. Agreement to These Terms

By accessing our website, submitting an inquiry or engaging NetSurX LLC to perform services, you agree to be bound by these Terms. If you do not accept these Terms, you must not use our website and you should not engage our services. Where a signed proposal, statement of work or master services agreement exists between you and NetSurX LLC, that document governs where it conflicts with these Terms.

These Terms apply to all visitors, prospective clients, clients and their authorized personnel. No variation of these Terms is effective unless it is agreed in writing by an authorized representative of NetSurX LLC.

2. Who We Are

NetSurX LLC is a limited liability company operating in the professional, scientific and technical services sector, specializing in computer integrated systems design. Our full details are set out below and are the correct destination for notices under these Terms.

3. Eligibility and Authority

Our website and services are intended for businesses and professionals. By using our website or engaging our services, you confirm that you are at least the age of majority in your jurisdiction and that you have the legal capacity to enter into a binding agreement.

If you act on behalf of an organization, you confirm that you are authorized to bind that organization to these Terms and to any proposal or statement of work you accept. You must not use our services in a way that breaches any law or the rights of any third party.

4. Scope of Services

NetSurX LLC provides computer integrated systems design services, including enterprise systems architecture, control room and line integration, legacy modernization programs, data pipeline and telemetry engineering, field service portals and managed systems stewardship. The precise scope of any engagement is defined in the applicable proposal, statement of work or written agreement.

Unless expressly stated in writing, a proposal covers only the work described in it. Additional work, changes in sequence or changes in scope are handled as a variation under these Terms and may affect fees and schedule. We will always describe a variation and its impact before performing it.

Nothing on our website constitutes an offer to perform work. Descriptions of services and capabilities are provided for information and do not create an obligation on our part until a written agreement is in place.

5. Quotations and Proposals

Quotations and proposals are prepared on the basis of the information available to us at the time. They may be based on site surveys, drawings, interviews or documents you provide. If the actual conditions differ materially from those assumed, we reserve the right to adjust the scope, the fees or the schedule, and we will explain the reasons clearly.

Unless a proposal states otherwise, it remains valid for thirty days from its date. Prices are stated in United States dollars. A proposal is not accepted until you confirm acceptance in writing or sign the accompanying statement of work, and until we acknowledge that acceptance.

6. Orders and Acceptance

An engagement begins when both parties have signed a proposal, statement of work or master services agreement, or when we have issued a written acceptance of your order. Until that point, either party may decline to proceed without liability.

Once an engagement begins, each party must perform its obligations in good faith. You agree to provide the information, access and approvals we reasonably require, and we agree to perform the services with the skill and care expected of a competent professional in our field.

7. Fees, Invoicing and Payment

Fees for services are set out in the applicable proposal or statement of work. They may be stated as a fixed sum, as time and materials at agreed rates, or as a retainer for ongoing stewardship. Unless the proposal states otherwise, we invoice monthly or at agreed milestones, and payment is due within thirty days of the invoice date.

Expenses that are reasonably incurred in the course of the work, such as travel, accommodation and specialized equipment, may be charged separately where this is agreed in advance. We will provide reasonable supporting documentation for expenses on request.

Late payment may attract interest at the rate stated in the proposal or, if none is stated, at the maximum rate permitted by applicable law. We may suspend work on overdue accounts after giving written notice, and we may recover reasonable costs of collection where a payment remains outstanding.

8. Taxes

Fees are exclusive of all applicable taxes, duties and levies, except taxes on our own income. You are responsible for any sales, use, value added or similar taxes arising from the services, other than taxes based on our net income. Where we are required to collect a tax, we will add it to the invoice and remit it as the law requires.

If you are exempt from a tax, you must provide valid exemption documentation before the invoice is issued so that we can apply the correct treatment.

9. Client Responsibilities

Successful integration depends on both parties. You agree to provide accurate and timely information about your sites, systems, constraints and requirements. You agree to nominate a responsible contact who can make decisions and give approvals, and to make that person reasonably available throughout the engagement.

You are responsible for the accuracy of the data, drawings and documentation you provide. Where we rely on that material and it later proves incomplete or incorrect, any resulting change in scope, cost or schedule is a variation that may adjust the engagement.

You also agree to maintain the systems we deliver in accordance with the documentation and training we provide, and to notify us promptly of any change to your environment that could affect the services.

10. Site Access and Safety

Where work requires access to your premises, you agree to provide safe and lawful access, to inform us of known hazards, and to supply any required induction, escorts or permits. Our personnel will comply with your reasonable site rules and safety procedures while on site.

We may pause or stop work where we reasonably believe that continuing would create an unacceptable risk to people, property or systems. A pause for safety does not constitute a breach of the agreement, and the schedule may be adjusted accordingly.

11. Scheduling and Changes

Schedules are prepared in good faith and depend on timely access, approvals and information. Dates may shift where site conditions, third party dependencies or events outside our control intervene. We will notify you promptly of any material change and we will work with you to recover the schedule where that is feasible.

You may request changes to the work by written notice. We will assess the change, describe its effect on scope, fees and schedule, and proceed only after you approve it. Change requests made late in a program may incur additional cost because of rework, rescheduling and committed resources.

12. Intellectual Property

We retain ownership of our pre existing materials, methods, tools, templates, libraries and know how, and of any improvements to them, whether or not they are used in your engagement. We grant you a perpetual, non exclusive licence to use our pre existing materials to the extent they are embedded in the deliverables, solely for your internal business purposes.

Upon full payment, you receive ownership of the project specific deliverables created for you, excluding our pre existing materials and third party components. Third party components remain subject to the terms of their respective licensors.

We may retain the right to describe our work in general terms, including the type of system delivered and the industry served, provided we do not disclose your confidential information. Any use of your name or marks in marketing requires your prior written consent.

13. Deliverables and Acceptance

Deliverables are provided in the formats described in the applicable statement of work. Where acceptance testing is agreed, we will present the deliverable for review against the documented acceptance criteria, and you will respond within the agreed period.

If a deliverable does not meet the agreed criteria, you must describe the shortfall in writing within the review period, and we will correct it at no additional charge. A deliverable is deemed accepted if you do not respond within the review period, if you put it into productive use, or if you accept it expressly in writing.

14. Confidentiality

Each party may receive confidential information from the other. Each party agrees to use that information only for the purposes of the engagement and to protect it with at least the care it uses for its own confidential information. Confidential information includes technical data, drawings, tag lists, security details, pricing and business plans.

Confidentiality obligations do not apply to information that is already public, that was lawfully known before disclosure, that is independently developed, or that must be disclosed by law. Where disclosure is compelled, the disclosing party will give prompt notice where lawful so that protective measures can be sought.

These obligations survive the end of the engagement for a period of five years, and indefinitely for trade secrets.

15. Warranties

We warrant that the services will be performed with the skill and care expected of a competent professional in our field, and that the deliverables will materially conform to the specifications in the applicable statement of work. We further warrant that we have the right to provide the services and that we will comply with applicable law in performing them.

Where a deliverable fails to conform to the specifications and you notify us within the warranty period stated in the statement of work, we will repair or replace it, or re perform the affected services, at our option and cost. This is your exclusive remedy for a breach of the conformance warranty.

Warranty service does not cover failures caused by misuse, unauthorized modification, third party components, your equipment, or changes to the environment after acceptance.

16. Disclaimer of Other Warranties

Except for the express warranties in these Terms or in an applicable statement of work, the services and deliverables are provided as is and as available, and we disclaim all other warranties, whether express, implied or statutory. This includes implied warranties of merchantability, fitness for a particular purpose and non infringement.

We do not warrant that any system will be uninterrupted, error free or immune from security incidents. Complex operational technology environments depend on many factors outside our control. We will, however, apply our professional skill to reduce risk and to respond effectively when issues arise.

17. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost production or loss of data, even if that party was advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the engagement is limited to the total fees paid by you to NetSurX LLC under the applicable statement of work in the twelve months preceding the event giving rise to the claim.

These limitations do not apply to liability that cannot be limited by law, such as liability for death or personal injury caused by negligence, for fraud, or for wilful misconduct. Where you are located in a jurisdiction that does not allow some of these limits, the limits apply to the fullest extent permitted.

18. Indemnification

You agree to indemnify and hold harmless NetSurX LLC and its personnel from claims, losses, liabilities and reasonable costs arising from your content, your data, your breach of these Terms, or your violation of any law or third party right. This obligation applies where the claim is not caused by our own negligence or breach.

We agree to indemnify and hold harmless you from claims that a deliverable we created infringes the intellectual property rights of a third party, provided you notified us promptly and allowed us to control the defense. If such a claim occurs, we may obtain a licence, modify the deliverable or, if neither is reasonably practicable, refund the affected fees.

19. Term and Termination

These Terms apply for as long as you use our website or have an active engagement with us. Either party may terminate an engagement for convenience on thirty days written notice, in which case you pay for work performed and expenses reasonably incurred up to the termination date.

Either party may terminate immediately by written notice if the other party commits a material breach that is not cured within fifteen days of notice, or if the other party becomes insolvent, ceases trading or is subject to insolvency proceedings. On termination we will hand over work in progress, return or delete confidential information as instructed, and provide a final invoice.

20. Suspension of Services

We may suspend services after written notice if you fail to pay an undisclosed invoice, if you fail to provide safe access or required information, or if continuing would breach a legal or safety duty. We will resume services promptly once the reason for suspension is resolved.

Suspension is not termination, and the obligations of both parties continue during the suspension, including confidentiality and payment of amounts already due.

21. Acceptable Use of the Website

You agree to use our website lawfully and only for its intended purpose. You must not attempt to gain unauthorized access to any part of the site or its supporting infrastructure, interfere with its operation, introduce malicious code, scrape it at scale, or use it to send spam or unlawful communications.

We may restrict or block access where we reasonably believe the website is being misused or where security or availability is at risk. This does not limit any other remedy available to us.

22. Third Party Materials

Some deliverables may include third party software, hardware or services. Those items are supplied subject to the terms of their respective owners, and we pass through to you the benefit of any warranties and licences we are able to pass through. We are not the manufacturer of third party items and we do not warrant them beyond what the manufacturer provides.

Third party items may be subject to export control and licensing rules. You agree to comply with those rules and to obtain any required approvals.

23. Force Majeure

Neither party is liable for a failure or delay caused by events beyond its reasonable control, including natural disasters, severe weather, epidemics, war, civil unrest, industrial action, failure of utilities or telecommunications, cyber attacks on third parties, or government action. The affected party will notify the other promptly and will use reasonable efforts to mitigate the impact.

If a force majeure event continues for more than sixty days, either party may terminate the affected engagement on written notice without liability for the terminated portion.

24. Governing Law and Disputes

These Terms and any dispute arising out of them are governed by the laws of the State of Utah, United States, 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 dispute within thirty days, either party may pursue a remedy in the state or federal courts located in Utah, and each party consents to the jurisdiction of those courts. Nothing in this section prevents either party from seeking urgent injunctive relief where necessary to protect its rights.

25. Changes to These Terms

We may update these Terms from time to time to reflect changes in our services, in technology or in the law. When we make a material change, we will update the effective date at the top of this page. Continued use of our website after an update means that you accept the revised Terms.

For active engagements, changes to these Terms apply only to work performed after the change, unless the parties agree otherwise in writing.

26. How to Contact Us

If you have any question about these Terms or about an engagement with NetSurX LLC, please contact the dispatch office. We would rather answer a question early than let a misunderstanding grow.

These Terms, together with the applicable proposal or statement of work and our Privacy Policy, form the entire agreement between the parties on the subjects they cover and replace any prior understanding on those subjects.