Terms of Service

1. Acceptance of These Terms

By accessing the website of HJVS Consulting LLC, by requesting an advisory conversation, or by engaging the practice to perform services, you agree to be bound by these Terms of Service. If you are accepting on behalf of an organisation, you confirm that you have authority to bind that organisation to these terms.

If you do not agree with any part of these terms, you should not use the website and should not engage the practice. Where a signed engagement letter or master services agreement exists between HJVS Consulting LLC and a client, that document takes precedence over these terms to the extent of any conflict.

2. Definitions

In these terms, the following meanings apply. The Company means HJVS Consulting LLC, registered at 920 W 1100 N, Pleasant Grove - 84062-8099, United States (US). The Client means the person or organisation that has engaged the Company. Services means the advisory, assessment, governance and retained services described on the website or in an engagement document. Deliverables means the reports, roadmaps, models and other written materials produced for a Client. Engagement means the specific scope of work agreed between the Company and the Client.

References to writing include email and other durable electronic records. References to a party include that party successors and permitted assigns. Headings are included for convenience only and do not affect interpretation.

3. Description of Services

The Company provides independent technology consulting and digital advisory services within the field of computer systems design and related professional services. The service lines presently offered are digital strategy roadmaps, systems integration advisory, cloud readiness assessments, data governance programmes, vendor selection support and managed transformation retainers.

Each service is described in general terms on the website so that prospective clients understand the shape of the work. The precise scope, sequence, duration and cost of any engagement are confirmed in writing before work begins. Website descriptions are not an offer capable of acceptance and may be revised as the practice develops.

4. Engagement Formation

An engagement is formed when the Company issues a written engagement document and the Client accepts it, whether by signature, by written confirmation or by instructing work to proceed. Until that point, no advisory relationship exists and no duty of care arises.

Engagement documents record the scope, the assumptions on which the scope depends, the timetable, the fees and the named advisors. Where the Client wishes to change the scope, the change is agreed in writing before the additional work is performed, so that both parties understand the effect on cost and timing. Any work performed outside an agreed scope proceeds only on the basis of a written variation.

5. Client Obligations

The quality of advisory work depends heavily on the information and access a Client provides. The Client agrees to supply accurate and complete information within reasonable time, to make suitably informed personnel available for sessions, and to give the Company access to systems, documentation and records that are relevant to the agreed scope.

• To nominate a responsible contact who can coordinate access and decisions.
• To respond to requests for information within the timescale set out in the engagement document.
• To ensure that any information provided may lawfully be shared with the Company.
• To inform the Company promptly of any change that affects the assumptions recorded in the engagement.
• To obtain any internal approvals needed for the engagement to proceed.

Where a delay or omission on the part of the Client affects delivery, the timetable and fees may be adjusted to reflect the additional effort reasonably required. The Company will explain any such adjustment before it is applied.

6. Fees, Invoicing and Payment

Fees are stated in the engagement document and are calculated either as a fixed price for a defined scope, as a daily rate for advisory time, or as a periodic retainer fee. Unless the engagement document states otherwise, fixed price engagements are invoiced on milestone completion and time based engagements are invoiced monthly in arrears.

Invoices are payable within thirty days of the invoice date. Sums that remain unpaid beyond the due date may attract interest at the rate stated in the engagement document, or where no rate is stated, at a reasonable commercial rate permitted by law. The Company may suspend work on any engagement with overdue invoices after giving written notice and a reasonable opportunity to pay.

All fees are exclusive of applicable taxes unless expressly stated. The Client is responsible for any sales, use or value added tax properly chargeable on the services, other than taxes on the net income of the Company.

7. Expenses and Disbursements

Reasonable travel and subsistence expenses are reimbursed where an engagement requires attendance at a Client site or another location. Expenses are charged at cost, supported by receipts, and are itemised on the relevant invoice so that the Client can see exactly what was incurred.

Any anticipated expense above the threshold stated in the engagement document requires prior written approval. The Company books travel economically and does not charge for ordinary office overheads, which are treated as included in the fee.

8. Deliverables and Intellectual Property

On full payment of the fees for an engagement, the Client receives a perpetual, non-exclusive licence to use the Deliverables for its internal business purposes. Ownership of the analytical methods, templates, models and know how used to produce the Deliverables remains with the Company, because those assets are developed independently and are reused across engagements.

Nothing in an engagement transfers ownership of the Company pre-existing materials, and nothing transfers ownership of the Client own data, systems or background intellectual property. Where a Deliverable incorporates Client material, the Client retains all rights in that material. Neither party may use the other party name or marks in public statements without prior written consent.

9. Independence and Conflicts

The Company acts as an independent advisor. It holds no reseller agreements and accepts no commissions, rebates or other inducements from suppliers of software or services. Recommendations are made solely on the basis of the assessed needs of the Client.

The Company will disclose in writing any circumstance that could reasonably be seen to compromise independence or create a conflict of interest, and will decline or withdraw from work where a conflict cannot be managed fairly. Where the Company advises more than one participant in a market, it maintains strict information barriers so that confidential material does not pass between engagements.

10. Confidentiality

Each party agrees to keep confidential the non-public information of the other that is disclosed in connection with an engagement, and to use it only for the purposes of that engagement. This obligation applies to written, oral and visual information and continues for a period of five years after the engagement ends.

Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, that was lawfully known before disclosure, that is independently developed without reference to the disclosed material, or that must be disclosed by law or valid legal process. Where disclosure is compelled, the receiving party will give prompt notice so that protective steps can be considered.

11. Client Data and Privacy

The Company handles personal information in accordance with its Privacy Policy, which forms part of these terms. During an engagement, the Client remains responsible for the lawfulness of any personal information it shares with the Company and for ensuring that appropriate notices and permissions are in place before sharing occurs.

Where the Company processes personal information on behalf of a Client, it does so only on the documented instructions of that Client and applies appropriate technical and organisational safeguards. On termination, personal information is returned or deleted in line with the retention provisions of the Privacy Policy and any specific instructions recorded in the engagement document.

12. Third Party Products and Suppliers

Advisory work may involve the selection, assessment or integration of third party products and services. The Company does not supply those products and does not warrant their performance, availability, security or fitness for a particular purpose. Responsibility for a third party product rests with the supplier under the terms agreed directly between the supplier and the Client.

Where the Company assists in negotiating terms with a supplier, it does so as an adviser and not as a party to the resulting contract. The Client remains free to accept, reject or renegotiate any supplier proposal, and the Client retains full control of the procurement decision.

13. No Guarantee of Outcomes

The Company provides advice, analysis and recommendations based on the information available at the time. It does not guarantee any particular commercial, financial, operational or technical outcome, because outcomes depend on decisions, execution and conditions that are beyond the control of an adviser.

Where the Company provides an estimate of cost, effort, timeline or benefit, that estimate represents a professional judgement rather than a commitment, unless the engagement document expressly states otherwise. Clients should treat all projections as planning inputs and should maintain their own governance over delivery risk.

14. Warranties and Disclaimers

The Company warrants that the services will be performed with the reasonable skill and care expected of a competent professional practice in the same field. Where a Deliverable is found not to meet that standard, the Company will correct it at no additional fee, provided that the matter is raised within thirty days of delivery.

Except as expressly stated in these terms, and to the fullest extent permitted by law, all other warranties, conditions and representations are excluded, whether express or implied, including any implied warranty of merchantability or fitness for a particular purpose. The website is provided on an as available basis without any warranty of uninterrupted availability.

15. Limitation of Liability

To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential or punitive loss, or for loss of profit, revenue, goodwill, anticipated savings or business opportunity, however arising and whether or not the possibility of such loss was known.

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 that engagement during the twelve months preceding the event giving rise to the claim. This limitation does not apply to liability that cannot lawfully be limited, including liability for fraud or for death or personal injury caused by negligence.

16. Indemnity

The Client agrees to indemnify and hold harmless the Company, its members, employees and contractors against claims, losses and reasonable costs arising from information supplied by the Client that is inaccurate or supplied without the necessary authority, from the Client unlawful use of a Deliverable, or from the Client breach of the confidentiality and data provisions of these terms.

The Company agrees to indemnify and hold harmless the Client against claims that a Deliverable, used within the scope of the licence granted, infringes the intellectual property rights of a third party, provided that the Client notifies the Company promptly and allows the Company to control the response. This indemnity does not extend to claims arising from modifications made by the Client or from combinations with materials not supplied by the Company.

17. Term and Termination

An engagement continues for the period stated in the engagement document, or until the agreed scope has been completed. Either party may terminate an engagement for material breach by giving thirty days written notice, provided that the breach remains uncured at the end of that period.

Either party may terminate immediately if the other becomes insolvent, enters administration or ceases to carry on business. On termination, the Client pays for work properly performed and expenses properly incurred up to the termination date, and the Company delivers the Deliverables that have been completed and paid for. Clauses concerning confidentiality, intellectual property, liability and governing law survive termination.

Retainer engagements may be ended by either party on thirty days written notice without cause, and the Company will provide an orderly handover of open work within that period.

18. Website Use and Acceptable Conduct

The website is provided for information about the practice and its services. Visitors agree not to attempt to gain unauthorised access to any part of the site or its supporting infrastructure, not to introduce malicious code, not to use automated means to extract content at excessive volume, and not to use the site in any way that interferes with the experience of other visitors.

Content on the website is protected by intellectual property law. Visitors may read, download and print pages for their own reference, but may not republish, sell or systematically reproduce the content without written permission. Any link to the website should be made in a way that does not imply endorsement or misrepresent the relationship with the practice.

19. Force Majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil disturbance, industrial action, failure of public infrastructure, cyber attack on a third party service, or an act of government. The affected party will notify the other promptly and will use reasonable efforts to resume performance.

If such an event continues for more than sixty days, either party may terminate the affected engagement by written notice, and the Client will pay for work properly performed up to the date of termination. This provision does not relieve a party of the obligation to pay sums already due.

20. Governing Law and Disputes

These terms and any engagement are governed by the laws of the State of Utah and the applicable federal laws of the United States, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in Utah for the resolution of any dispute that cannot be settled by discussion.

Before commencing proceedings, the parties agree to attempt in good faith to resolve any dispute through senior representatives within thirty days of written notice. This step does not prevent either party from seeking urgent injunctive relief where that is necessary to protect its rights.

21. General Provisions

These terms, together with the Privacy Policy and any engagement document, form the entire agreement between the parties on the subject matter and supersede all prior discussions. A party failure to enforce a provision is not a waiver of that provision. If a provision is found to be unenforceable, it is modified to the minimum extent necessary and the remaining provisions continue in full force.

Neither party may assign an engagement without the written consent of the other, except to a successor in connection with a merger or transfer of substantially all assets. Nothing in these terms creates a partnership, joint venture or employment relationship. Notices are given in writing to the addresses recorded in the engagement document, or to the email address of the responsible contact.

The Company may amend these terms from time to time. The version published on the website at the time an engagement is formed governs that engagement, and material changes do not apply retrospectively to work already performed.

22. Contact Details

Questions about these Terms of Service, requests for clarification, and formal notices should be sent to the practice using the details below. Please include the name of the engagement and the relevant dates so that the matter can be handled promptly.

These terms are published by HJVS Consulting LLC and take effect from the date shown at the top of this page.