These Terms of Service govern the use of the NBVINEYARD LLC website and the delivery of the services we provide. NBVINEYARD LLC is an integrated computer systems design and technology consulting studio based in Orem, Utah. By using our website or engaging our services, you agree to these terms. Please read them carefully and contact us if anything is unclear.
The developer known as NB Vineyard maintains these terms on behalf of the company. The terms are written in plain language so that clients, visitors and suppliers can understand their rights and obligations without legal assistance.
1. Acceptance Of Terms
By accessing the NBVINEYARD LLC website, sending an enquiry, or entering into an engagement with the company, you accept these terms in full. If you do not accept them, please do not use the website or our services. Where a signed agreement exists between you and NBVINEYARD LLC, that agreement takes precedence over these terms to the extent of any conflict.
These terms apply to all visitors, prospective clients, clients, suppliers and partners. They remain in force for as long as you use the website or receive services, and certain provisions survive the end of an engagement as described in the termination section.
2. Definitions
In these terms, the Company means NBVINEYARD LLC. Client means the organisation or individual that engages the Company for services. Services means the integration, software, cloud, data, security and support work described on the website and in a statement of work. Deliverable means any document, system, configuration or code produced for the Client. Agreement means the combination of a proposal, a statement of work and these terms.
Statement of work means a written description of scope, schedule, fees and acceptance criteria signed by both parties. Personal data means information relating to an identifiable person. Confidential information means non public information disclosed by either party in connection with the agreement.
3. Eligibility And Authority
You confirm that you have the legal capacity to enter into a binding agreement and that you are authorised to act for the organisation you represent. If you are accepting these terms on behalf of an employer, you confirm that you hold the authority to bind that organisation.
The Company provides business to business services and does not knowingly contract with minors. If you are an individual consumer, some statutory rights may apply that these terms cannot exclude, and nothing in this document limits those rights.
4. Services Provided
The Company delivers integrated systems design and technology consulting across six service rows. These are Systems Integration Programmes, Custom Software Development, Cloud Architecture Services, Data Platform Engineering, Cyber Security Reviews and Managed IT Support. The website describes each row in detail, and a statement of work defines the exact scope for a given engagement.
Services may be delivered on a fixed price basis, a time and materials basis, or a recurring retainer basis. The applicable model is stated in the proposal. Where a proposal is silent, time and materials applies, and work is reported in the agreed billing cycle.
The Company may use subcontractors or partner specialists for parts of an engagement. It remains responsible for the quality of the work and for ensuring that subcontractors are bound by suitable confidentiality and security obligations.
5. Proposals And Statements Of Work
Proposals are valid for thirty days unless stated otherwise. A proposal becomes binding when the Client accepts it in writing and any required deposit is received. Where the parties sign a statement of work, that document governs the scope, schedule and acceptance criteria for the engagement.
Estimates of effort and duration are made in good faith using the information available at the time. They are not guarantees unless the statement of work says so expressly. Where assumptions in a proposal prove incorrect, the parties will discuss the effect through the change control process.
6. Client Responsibilities
The Client agrees to provide timely access to systems, people and information that the Company reasonably needs to perform the services. The Client will nominate a project contact who can make decisions and will respond to requests within a reasonable period.
The Client is responsible for the accuracy of the information it provides and for obtaining any consents or licences required for the Company to access its systems or data. Where the Client is late in providing access or approvals, the schedule may shift accordingly.
The Client will maintain its own legal and regulatory compliance for its business activities. The Company provides engineering and consulting services, not legal advice, and the Client should take its own professional advice where needed.
7. Fees And Payment
Fees are stated in the proposal and are exclusive of applicable taxes unless noted. Invoices are issued according to the agreed billing cycle and are payable within thirty days of the invoice date unless the proposal states otherwise.
The Client will raise any query about an invoice within ten business days of receipt, so that issues can be resolved promptly. Amounts that are not genuinely in dispute remain payable on the original terms.
Late payment may attract interest at the rate stated in the proposal or, where none is stated, at a reasonable commercial rate permitted by law. The Company may suspend services for accounts that fall significantly overdue, after giving written notice and a fair opportunity to pay.
8. Taxes And Expenses
Each party is responsible for its own taxes. The Client will pay any sales, use or value added tax properly chargeable on the services, excluding taxes on the Company income. Where withholding applies, the Client will provide documentation sufficient for the Company to claim relief where the law allows.
Pre approved travel and third party costs are reimbursed at cost. The Company will seek approval before incurring significant expenses and will provide receipts for any reimbursement claim. No mark up is applied to travel costs.
9. Schedules And Delays
Schedules are collaborative commitments. The Company will use reasonable efforts to meet agreed dates and will notify the Client promptly if a delay appears likely. The Client will likewise notify the Company if its own obligations are running late.
Where a delay is caused by the Client, the schedule is adjusted and the Company may charge for idle time that was reserved for the engagement, provided the charge was disclosed in the proposal. Where a delay is caused by the Company, the parties will agree a recovery plan in good faith.
Nothing in this section limits the rights of either party to terminate for material breach in accordance with the termination section.
10. Change Control
Requirements change, and that is expected. When a change affects scope, cost or schedule, either party may request a change note. The note describes the change, its impact and any adjustment to fees or dates. Work on the change begins once both parties agree the note in writing.
The Company will not quietly absorb a large change, and it will not impose one either. Small adjustments that fit within the spirit of the agreed scope may be handled without a formal note, and these are recorded in the project log for transparency.
11. Intellectual Property
Upon full payment, the Client receives ownership of the bespoke deliverables created specifically for it under a statement of work, together with a licence to use any Company background material embedded in those deliverables. The Company retains ownership of its pre existing tools, libraries, methods and general know how.
Where a deliverable incorporates open source or third party components, the applicable licences govern their use and are listed in the handover pack. The Client is responsible for complying with those licences and for any fees associated with third party products it chooses to operate.
The Company may describe the engagement in general terms for its own portfolio or in a competitive tender, but it will not disclose Confidential Information or identify the Client without written permission. Case studies require the Client approval of the exact wording before publication.
12. Client Materials And Licences
The Client grants the Company a limited licence to use its materials, systems and data solely for the purpose of delivering the services. 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.
The Company will handle Client materials with care, will not use them for any unrelated purpose, and will return or securely delete them at the end of the engagement on request. Where materials must be retained for legal or audit reasons, the Company will explain what is kept and for how long.
13. Confidentiality
Each party will keep the other Confidential Information private and will use it only to perform the agreement. Disclosure is permitted to employees, subcontractors and advisers who need to know and who are bound by equivalent obligations.
Confidential Information does not include information that is already public, that becomes public without breach, that was lawfully known before disclosure, or that is independently developed without reference to the disclosure. Where disclosure is required by law, the disclosing party will give notice where it is lawfully able and will cooperate to limit the disclosure.
These obligations continue for five years after the end of the engagement, and indefinitely for trade secrets and personal data.
14. Data Protection
Where the Company processes personal data on behalf of the Client, it acts as a processor and follows the Client written instructions. The Client remains the controller and is responsible for the lawfulness of the processing and for the accuracy of the data it provides.
The Company will implement appropriate technical and organisational measures, will assist the Client with requests from individuals, and will notify the Client without undue delay if it becomes aware of a personal data breach. A data processing addendum may be attached to the statement of work where the engagement requires it.
Our general privacy practices are described in the privacy policy, which is available on this website and forms part of our public commitments. The privacy policy and these terms should be read together.
15. Warranties
The Company warrants that it will perform the services with reasonable skill and care, in accordance with applicable law and the agreed statement of work. If a deliverable fails to meet the agreed acceptance criteria, the Company will correct the defect at no additional charge, provided the Client reports it within thirty days of acceptance.
Except as expressly stated, the services and deliverables are provided without further warranties, whether express or implied, including any implied warranty of merchantability or fitness for a particular purpose. The Company does not warrant that any system will be free from all defects or that it will operate without interruption in every environment.
Where the Client modifies a deliverable, operates it outside the documented conditions, or combines it with unsupported components, the warranty does not cover problems that result from those actions.
16. Security And Access
The Company applies strong access controls to its own systems and to any environment it manages for the Client. Credentials are issued individually, privileged access is restricted, and access is removed promptly when a person leaves an engagement. Security reviews are part of our standard practice and are available as a formal service row.
The Client will inform the Company promptly of any suspected compromise, lost device or unauthorised access that may affect the engagement. The parties will cooperate during an incident, sharing the information needed to contain and resolve it while preserving confidentiality.
17. Third Party Components
Engagements often rely on third party platforms such as cloud providers, databases and open source libraries. Those components are governed by their own terms and availability. The Company will select them with care, document the choices and advise on alternatives, but it cannot guarantee the conduct or continuity of an external supplier.
Where a third party changes its terms, discontinues a product or raises its prices materially, the parties will discuss the impact through change control. The Company will propose a migration path where one is needed.
18. Support And Service Levels
Managed IT Support is provided under a separate support schedule that defines response targets by severity, supported hours and escalation routes. The support schedule forms part of the agreement and is reviewed at least once a year.
Support covers the services and systems within the agreed scope. New development, major changes and work on unsupported components are handled as separate pieces of work unless the support schedule says otherwise. The Company will always tell the Client which category a request falls into before charging for it.
19. Limitation Of Liability
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be excluded. Subject to that, the following limitations apply.
Neither party is liable for indirect or consequential loss, for loss of profit, revenue, anticipated savings or goodwill, or for loss or corruption of data that was not caused by its own breach. The total liability of the Company under or in connection with an engagement is limited to the fees paid by the Client for the twelve months preceding the event that gave rise to the claim.
The Client is responsible for maintaining its own backups of critical data unless the agreement expressly places that duty on the Company. Where the Company manages backups, the support schedule describes the retention and restore commitments.
20. Indemnification
The Company will defend the Client against a claim that a bespoke deliverable created by the Company infringes the intellectual property rights of a third party, provided the Client promptly notifies the Company and allows it to control the defence. The Company will pay damages finally awarded by a court or agreed in settlement.
This indemnity does not apply where the claim arises from Client materials, from modifications made by the Client, from use of the deliverable outside the agreed scope, or from continued use after the Company has offered a non infringing alternative.
The Client will indemnify the Company against claims arising from unlawful Client materials, from the Client failure to obtain necessary consents, and from the Client breach of these terms.
21. Term And Termination
An engagement begins on the date stated in the statement of work and continues until the work is completed or the agreement is terminated. Either party may terminate for material breach by giving written notice and thirty days to cure. If the breach is not cured, the agreement ends on the expiry of the notice period.
Either party may terminate for insolvency or for an event outside reasonable control that continues for more than sixty days. The Client may terminate for convenience on thirty days written notice, paying for work performed and for non cancellable commitments properly incurred up to the termination date.
On termination, the Company will provide the deliverables completed to date, will return or delete Client materials on request, and will issue a final invoice. Provisions that by their nature should survive, including confidentiality, intellectual property, liability and governing law, continue in force.
22. Acceptable Use Of The Website
You may read our pages, share links to them and use our contact channels for genuine enquiries. You may not attempt to gain unauthorised access, introduce malicious code, scrape content at scale, misrepresent your identity, or use the site in a way that damages it or interferes with other users.
The content on this website is provided for general information and may change without notice. It does not constitute a binding offer, and it does not create a client relationship until a proposal or statement of work is accepted.
23. Governing Law And Disputes
These terms are governed by the laws of the State of Utah, United States, without regard to conflict of law rules. The courts of Utah have exclusive jurisdiction over any dispute, subject to any right of either party to seek relief in another forum where necessary to protect its rights.
Before commencing proceedings, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives. If the dispute is not resolved within thirty days, the parties may proceed to mediation before litigation. This clause does not prevent either party from seeking urgent injunctive relief.
24. General Provisions
These terms, together with the proposal and statement of work, form the entire agreement between the parties and supersede prior discussions on the same subject. A failure to enforce a provision is not a waiver of it, and a waiver applies only to the specific instance in which it is given.
If a provision is found unenforceable, it is modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in effect. Neither party may assign the agreement without the written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.
Notices must be in writing and sent to the addresses stated in the statement of work or, for website matters, to bookings@nbvineyard.mom. The parties are independent contractors, and nothing in the agreement creates a partnership, agency or employment relationship.
The Company may update these terms from time to time. Material changes apply to new engagements and, where the law allows, to existing engagements after notice. Continued use of the website after an update indicates acceptance of the revised terms.
25. Contact Information
Questions about these terms are welcome. Write to bookings@nbvineyard.mom or call +14844924432 during business hours, Monday to Friday, 8:00 to 17:30 Mountain Time.
Written correspondence may be sent to NBVINEYARD LLC, 343 W Lakeview Ct, Orem - 84059-5572, United States (US). Please mark legal notices clearly so they are routed correctly and answered without delay.