Terms Of Service

1. Agreement To These Terms

These Terms Of Service govern the use of the Downproof LLC website and the professional services provided by Downproof LLC. By accessing this website, requesting a proposal or engaging Downproof LLC for work, you agree to be bound by these terms to the extent they apply to the relationship. If you do not accept these terms, please do not use the website or engage our services.

Where a signed proposal, statement of work or master services agreement exists between Downproof LLC and a client, that document governs the specific engagement and these terms fill any gap it does not address. If a conflict arises, the signed engagement document takes precedence for the matters it covers. These terms are written to be read alongside, not instead of, the commercial agreement that describes your particular project.

The person accepting these terms on behalf of an organisation confirms that they have authority to bind that organisation. If you are accepting as an individual, you confirm that you are of legal age to enter a contract in your jurisdiction.

2. Definitions

In these terms, Downproof LLC, we, us and our refer to Downproof LLC, registered in the United States with its office at 2059 W Spruce Creek Ln, South Jordan - 84095-2409, United States (US). The developer and operating name for this website is DOWNPROOF.

• Client means the organisation or individual that engages Downproof LLC for services.
• Services means the integration, architecture, migration, consolidation, review and managed delivery work described in a proposal or statement of work.
• Deliverable means a document, model, plan, report or other output produced for the client during an engagement.
• Confidential Information means non-public information disclosed by either party in connection with an engagement.
• Platform means a third party system, product or service that forms part of a client estate or is used to deliver the services.

Headings are included for convenience and do not affect interpretation. Words in the singular include the plural where the context requires, and a reference to a document is a reference to that document as amended from time to time.

3. Scope Of Services

Downproof LLC provides computer integrated systems design and associated professional, scientific and technical services. Our service bays include Systems Architecture Studies, Integration Roadmapping, Data Migration Analysis, Platform Consolidation Plans, Risk and Compliance Reviews and Managed Modernisation Programmes. Each engagement draws on one or more of these services, and the proposal for your engagement identifies precisely what is included.

Our services are advisory and technical in nature. We provide analysis, design and where agreed delivery leadership, but we do not guarantee a particular commercial outcome. Decisions about whether to act on a recommendation remain with the client, as does the operation of the resulting systems. We will explain our reasoning clearly so that those decisions are well informed.

Unless a proposal states otherwise, our services do not include the supply of hardware, the licensing of third party software or the provision of legal, tax or accounting advice. Where a matter falls outside our competence we will say so and, where helpful, suggest the type of specialist who should be consulted.

4. Engagements And Proposals

An engagement begins when Downproof LLC and the client agree a written proposal or statement of work. The proposal describes the objective, the scope, the deliverables, the assumptions, the timeline and the fees. A proposal remains open for the period stated in it and may be withdrawn if not accepted within that window.

Any work performed before a written engagement is agreed is done on these terms, unless the parties have expressly agreed otherwise in writing. We may decline a proposed engagement at our discretion, including where a conflict of interest exists or where the requested work falls outside our capability or ethical boundaries.

Both parties will nominate a point of contact for the engagement. Those contacts are responsible for coordinating communication, for approving deliverables within the agreed process and for escalating issues promptly so that they can be resolved before they affect the programme.

5. Client Responsibilities

The quality of an integration engagement depends on the information and access the client provides. The client agrees to give Downproof LLC timely access to the systems, documentation, personnel and facilities reasonably required for the services. The client also agrees to nominate informed decision makers who can review and approve deliverables within agreed timeframes.

The client is responsible for the accuracy of the information it supplies and for holding the rights necessary to grant us access to the systems we must study. Where the client information proves incomplete or inaccurate, our recommendations may be affected, and we will set out the impact of any such discovery.

The client remains responsible for its own legal and regulatory compliance, for the security of its production environment and for decisions about how a deliverable is implemented. Downproof LLC will provide the analysis and the reasoning, but the client owns the decision to proceed.

6. Fees And Payment

Fees for each engagement are set out in the applicable proposal. Unless stated otherwise, fees are quoted in United States dollars and exclude applicable taxes, travel expenses and third party costs, which are charged at cost and itemised. Fixed price, time and materials and retainer structures are all available and the chosen structure is recorded in the proposal.

Invoices are issued on the schedule described in the proposal and are payable within the period stated on the invoice, typically thirty days from the invoice date. Where payment is delayed we may pause work after giving notice, and we reserve the right to charge interest on overdue amounts at the rate permitted by applicable law.

Where the client disputes part of an invoice, the client should pay the undisputed part on time and raise the disputed part promptly so that we can resolve it together. Travel and third party costs are kept reasonable and are only incurred where the engagement requires them.

7. Changes To Scope

Integration work often reveals new facts as analysis progresses. Either party may request a change to the scope, the timeline or the deliverables. A requested change takes effect only when both parties agree it in writing through a change note that records the revised scope, the fee impact and any effect on the schedule.

Until a change note is agreed, Downproof LLC continues to deliver against the existing scope and the client continues to pay against the existing fees. If a change would materially alter the engagement, we will pause the affected work rather than proceed on an uncertain basis.

This change process protects both parties. It prevents unrecorded expectations from accumulating and it keeps the engagement record clear enough to support the final acceptance described later in these terms.

8. Deliverables And Acceptance

Downproof LLC delivers each deliverable in the form described in the proposal, whether that is a written report, an architecture model, a roadmap, a migration plan or a managed programme workstream. Unless the proposal states otherwise, a deliverable is accepted when the client does not raise a written objection within ten business days of receipt, or when the client uses the deliverable in a live decision.

If the client raises a valid objection within the acceptance period, we will correct the deliverable so that it conforms to the agreed scope and resubmit it. A deliverable that meets the agreed scope is accepted even if the client later chooses not to act on its recommendations.

Acceptance of a deliverable is not a waiver of any later discovered defect, provided the defect is reported within a reasonable time and relates to a failure to meet the agreed scope rather than to a change in requirements.

9. Intellectual Property

Each party retains ownership of the intellectual property it brings to an engagement. Downproof LLC retains ownership of its methodologies, reference architectures, templates, tools and general know how, whether or not those materials appear in a deliverable. The client retains ownership of its data, its systems and its own pre-existing materials.

Upon full payment of the fees for an engagement, Downproof LLC grants the client a perpetual, non-exclusive licence to use the deliverables prepared specifically for that engagement for the client internal business purposes. This licence does not permit the client to resell the deliverables or to publish them as a commercial product.

Where a deliverable incorporates a third party component, the third party terms apply to that component. We will identify any such component so that the client understands the licence position before making use of the deliverable.

10. Confidentiality

Each party will keep the other Confidential Information private and will use it only for the purpose of the engagement. Confidential Information includes technical details of systems and architectures, business plans, pricing and any material that a reasonable person would understand to be sensitive. Both parties will protect Confidential Information with at least the degree of care they apply to their own confidential material.

Confidentiality obligations do not apply to information that is already public, that the receiving party already held without a duty of confidence, that is independently developed without use of the disclosed material, or that must be disclosed by law or court order. Where disclosure is compelled, the receiving party will give prompt notice so that protective steps can be considered.

These confidentiality obligations continue after the end of an engagement for a period of five years, and indefinitely for information that qualifies as a trade secret under applicable law.

11. Data Protection

Where an engagement involves personal information held in client systems, the client remains the controller of that information and Downproof LLC acts on the client documented instructions. We process personal information only as needed to deliver the agreed services and we apply the safeguards described in our Privacy Policy, available on this website.

Downproof LLC will implement appropriate technical and organisational measures to protect personal information, will ensure that personnel handling it are bound by confidentiality, and will assist the client with reasonable requests relating to the rights of individuals and to security incidents. We will notify the client without undue delay if we become aware of a breach affecting client personal information.

At the end of the engagement we will return or securely delete personal information in our possession in accordance with the client instructions and applicable law, unless a legal obligation requires us to retain it. Where a client instruction would conflict with applicable data protection law, we will raise the issue before acting.

12. Third Party Platforms

Integration engagements frequently involve third party platforms such as cloud providers, application vendors and data services. Those platforms are governed by their own terms, and the client is responsible for complying with them and for maintaining the licences the engagement requires. Downproof LLC does not warrant the performance of a third party platform.

Where we recommend a platform, the recommendation reflects our professional judgement at the time and is not a guarantee of future performance or continued availability. Platform vendors change their products, their pricing and their terms, and such changes are outside our control.

If a third party platform becomes unsuitable during an engagement, we will raise the matter promptly and propose an alternative approach within the existing change process. The client retains the decision about whether to adopt that alternative.

13. Warranties

Downproof LLC warrants that the services will be performed with reasonable skill and care by suitably qualified personnel, in accordance with the agreed scope and applicable professional standards. We warrant that deliverables will materially conform to the description in the proposal at the time of delivery.

Except as expressly stated, the services and deliverables are provided without further warranty of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. We do not warrant that a deliverable will produce a specific financial result or that an integrated system will be free of every defect.

Where a breach of the express warranty above is reported within the agreed period, our obligation is to re-perform the affected service or correct the affected deliverable. This remedy is the client exclusive remedy for a breach of warranty.

14. Limitation Of Liability

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded. Subject to that, the following limitations apply.

Downproof LLC is not liable for indirect, incidental, special, consequential or punitive damages, nor for loss of profit, loss of revenue, loss of anticipated savings, loss of data or business interruption, even if advised of the possibility of such loss. Our total aggregate liability arising from or relating to 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 event.

Each provision of this section operates separately. If any part is found unenforceable, the remaining parts continue to apply to the fullest extent permitted by law.

15. Indemnity

The client agrees to indemnify and hold harmless Downproof LLC against claims, losses and reasonable costs arising from the client data, the client systems or the client instructions, including any claim that our use of client material as directed infringes the rights of a third party.

Downproof LLC agrees to indemnify the client against a claim that a deliverable we prepared independently infringes the intellectual property rights of a third party, provided the client notifies us promptly, gives us control of the defence and cooperates reasonably. This indemnity does not extend to claims arising from client materials, from third party platforms or from modifications made by someone other than Downproof LLC.

Each party will cooperate with the other in the defence of an indemnified claim and will not settle a claim in a way that imposes an admission or obligation on the other party without consent.

16. Term And Termination

An engagement continues until the deliverables are accepted, until the stated end date or until it is terminated in accordance with this section. Either party may terminate for convenience by giving thirty days written notice, in which case the client pays for work performed and commitments reasonably incurred up to the termination date.

Either party may terminate immediately if the other commits a material breach and fails to remedy it within fifteen days of written notice, or if the other becomes insolvent or ceases to carry on business. Upon termination, Downproof LLC will hand over work in progress and a record of the engagement state so that the client can continue without us.

Provisions that by their nature should survive termination, including confidentiality, intellectual property, liability and governing law, will continue in effect after the engagement ends.

17. Force Majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, failure of public infrastructure or an act of government. The affected party will notify the other promptly and will take reasonable steps to mitigate the effect.

If a force majeure event continues for more than sixty days, either party may terminate the affected engagement on written notice. In that case the client pays for work performed up to the date of termination and any non-cancellable commitments reasonably incurred.

This section does not excuse a payment obligation that arose before the event, and it does not apply where a party could reasonably have avoided the effect through suitable contingency planning.

18. Governing Law And Disputes

These terms are governed by the laws of the State of Utah and the applicable laws of the United States, without regard to conflict of law rules. The courts of Utah have jurisdiction over any dispute arising from these terms or from an engagement, and both parties submit to that jurisdiction.

Before commencing proceedings, the parties will attempt in good faith to resolve a dispute through senior level discussion within thirty days of written notice. This step does not prevent either party from seeking urgent relief where a delay would cause harm.

Where a dispute concerns an unpaid invoice, Downproof LLC may pursue collection through the courts or through an agreed mediation process, and the client will bear reasonable costs of collection where permitted by law.

19. Website Use

This website is provided for general information about Downproof LLC and its services. The content is not professional advice for a specific situation and should not be relied upon without a proper engagement. We aim to keep the content accurate and current but we do not warrant that every page is free of error or available without interruption.

You agree not to misuse the website, including by attempting to gain unauthorised access, by introducing malicious code, by scraping content at scale or by interfering with the normal operation of the service. We may suspend access where we reasonably believe misuse is occurring.

Links to third party sites are provided for convenience and do not imply endorsement. We are not responsible for the content or practices of a third party site, and your use of such a site is governed by its own terms.

20. Contact Information

Questions about these Terms Of Service, a proposal or an existing engagement should be directed to Downproof LLC using the details below. We aim to respond within one business day.

These terms, together with any signed proposal or statement of work, form the entire agreement between the parties for the matters they cover and replace any prior understanding on those matters.