Terms of Service

1. Agreement to These Terms

These Terms of Service govern access to and use of this website and the professional technology services provided by ASDFGH Holdings LLC. By accessing the website, submitting an enquiry or engaging the services of the company, the visitor or client agrees to be bound by these terms. An individual who does not agree to these terms should not use the website and should not engage the services.

Where a signed statement of work, master services agreement or other written contract exists between ASDFGH Holdings LLC and a client, that document governs the specific engagement and these terms apply in support of it. If a conflict arises between a signed contract and these terms, the signed contract prevails for the engagement it covers, and these terms continue to govern general use of the website.

The company may require a client to accept additional terms before a particular service is delivered, and those additional terms become part of the agreement between the parties once accepted in writing.

2. Definitions

In these terms, the company means ASDFGH Holdings LLC, whose registered office is 1435 E Federal Way, Salt Lake City - 84102-1807, United States (US). The client means the organisation or individual engaging the company for services. The website means the site published at this domain. Services means the computer integrated systems design, technology consulting, software engineering, cloud platform, data platform, security review and managed support activities offered by the company.

Deliverables means the documents, software, configurations, reports and other materials produced by the company for the client under a statement of work. Statement of work means a written description of a phase of work, including its scope, deliverables, assumptions, exclusions, timeline and fees. Business day means a day other than a Saturday, a Sunday or a public holiday in the state of Utah.

3. Eligibility and Authority

This website and the services of ASDFGH Holdings LLC are intended for business and professional use. By using the website or engaging the services, the individual confirms that they are at least the age of majority in their jurisdiction and that they have the legal authority to act on behalf of any organisation they represent. Where an individual submits an enquiry on behalf of an employer, the individual confirms that they are authorised to do so.

The company reserves the right to decline an enquiry, to refuse to provide services to a particular party, or to discontinue a relationship where the company determines in good faith that doing so is necessary for legal, regulatory, security or ethical reasons. Where a relationship is declined or discontinued for these reasons, the company will provide a clear explanation to the extent that the law allows.

4. Permitted Use of the Website

The website may be used for lawful purposes connected with evaluating and engaging the services of ASDFGH Holdings LLC. Visitors agree not to use the website in any way that damages, disables, overloads or impairs it, and not to attempt to gain unauthorised access to any part of the website, its servers or any connected system.

The following activities are expressly prohibited: introducing malicious code; probing or scanning the website for vulnerabilities without written permission; scraping content at a volume that imposes an unreasonable load; using automated tools to submit forms repeatedly; collecting personal information from the website without authority; and reproducing or republishing substantial parts of the website content without written consent.

The company may suspend or block access to the website where it reasonably believes that a visitor is engaged in prohibited activity. Where a visitor identifies a security issue in the website, the company welcomes a responsible disclosure sent to welcome@asdfghgroup.buzz.

5. Description of Services

ASDFGH Holdings LLC provides computer integrated systems design and related technical services. The service lines offered are Systems Integration Delivery, Custom Software Builds, Cloud Platform Engineering, Data Platform Services, Cyber Security Reviews and Managed IT Support. Each service is described in more detail on the services page of this website, and the descriptions there are provided for general information.

Service descriptions on the website do not constitute a binding offer. A binding obligation arises only when a statement of work or other written agreement has been signed by both parties. The company may modify, expand or withdraw a service line at any time, and such a change does not affect work already committed under a signed statement of work.

6. Engagement and Statements of Work

Engagements proceed by written statement of work. Each statement of work describes the scope of a phase, the deliverables, the acceptance criteria, the assumptions on which the estimate rests, the matters expressly excluded from scope, the timeline, the fees and the assumptions about client availability and access. Work begins when the statement of work is signed by both parties and any required deposit has been received.

Where the parties agree to proceed on a retained basis, the statement of work describes the monthly allocation of engineering time, the process for scheduling it, the rate applicable and the treatment of unused time. Retained time is scheduled in advance and is not carried forward beyond the period stated in the statement of work unless the parties agree otherwise in writing.

Changes to a statement of work take effect only when confirmed in writing. Where a requested change affects scope, cost, timeline or risk, the company will describe the impact before performing the changed work, and the parties will confirm the change in writing before it is scheduled.

7. Client Obligations

The client agrees to provide the access, information, decisions and personnel required for the services to be delivered effectively. This includes nominating a point of contact with authority to make decisions, providing timely access to systems and environments where the engagement requires it, supplying accurate information about the estate and its constraints, and responding to questions within a reasonable period.

The client is responsible for ensuring that it has the legal right to grant any access it provides to the company, including access to third party systems, data and licences. The client is responsible for maintaining its own backups of data unless the statement of work expressly includes backup management as a company responsibility, and for the lawful configuration and use of the systems it operates.

Delays caused by the client may affect timelines and may require the rescheduling of resources. Where a delay is significant, the company may treat it as a change to the statement of work and may revise the timeline and fees accordingly, having first notified the client in writing.

8. Fees, Invoicing and Payment

Fees are set out in the applicable statement of work and may be expressed as a fixed price for a phase, a daily or hourly rate, or a recurring charge for a retained or managed service. Unless stated otherwise, fees are exclusive of taxes, third party licence costs and reasonable travel expenses, which are charged at cost where they are required.

Invoices are issued according to the schedule in the statement of work and are payable within the period stated on the invoice, or within thirty days where no period is stated. The company may suspend work where an invoice remains unpaid beyond the due date and the client has not raised a genuine dispute, having given the client written notice and a reasonable opportunity to resolve the matter.

Where a payment is disputed, the client agrees to notify the company promptly and in reasonable detail so that the matter can be resolved. Undisputed portions of an invoice remain payable on the original due date. Late amounts may attract interest at the rate stated in the statement of work or, where no rate is stated, at the maximum rate permitted by applicable law.

9. Delivery and Acceptance

Deliverables are provided with acceptance criteria agreed in advance. The client agrees to review each deliverable within the review period stated in the statement of work, or within ten business days where no period is stated, and to notify the company in writing of any respect in which the deliverable does not meet the agreed criteria. Where no notification is received within the review period, the deliverable is deemed accepted.

Where a deliverable does not meet the agreed criteria, the company will correct it at no additional charge, provided that the non conformity relates to the agreed criteria rather than to a new requirement introduced after acceptance criteria were fixed. New requirements are handled as a change to the statement of work.

Acceptance of a phase does not prevent the client from raising a genuine defect discovered later, and the company will address such defects in accordance with the warranty provisions of these terms or of the statement of work.

10. Intellectual Property

Each party retains ownership of the intellectual property it owned before the engagement. The company retains ownership of its pre existing tools, libraries, frameworks, templates, methodologies and know how, together with any improvements to them, whether or not they were refined during the engagement. The client retains ownership of its own data, its own systems and the materials it provides.

Upon full payment of the fees for a phase, the company assigns to the client the intellectual property rights in the bespoke deliverables created for the client under that phase, excluding the company pre existing materials. Where a deliverable incorporates company pre existing materials, the company grants the client a perpetual, worldwide, non exclusive licence to use those materials as part of the deliverable and for the operation of the client systems.

The company may retain a copy of code and documentation in its archives for the purpose of supporting the client and for quality assurance, subject to the confidentiality obligations described in these terms.

11. Confidentiality

Each party agrees to keep confidential the non public information of the other party that it receives during an engagement, including technical information, commercial information, system details, credentials and business plans. Confidential information may be used only for the purpose of performing the engagement and may be disclosed only to personnel and contractors who need it and who are bound by confidentiality obligations at least as protective as those in these terms.

These obligations do not apply to information that is already public, that becomes public through no fault of the receiving party, that the receiving party already held without a duty of confidence, or that is required to be disclosed by law. Where disclosure is required by law, the receiving party will, where lawful, notify the other party in advance so that protective measures can be considered.

Confidentiality obligations survive the end of the engagement for the period stated in the statement of work or, where no period is stated, for five years after the end of the engagement, and continue to apply indefinitely to trade secrets.

12. Data Protection

Where the company processes personal information on behalf of a client as part of the services, the client remains the controller and the company acts as a processor. In that role the company processes personal information only on the documented instructions of the client, applies appropriate security measures, assists the client with requests from individuals and with security obligations, and does not engage a sub processor without the authorisation required by the agreement.

The company handles its own personal information in accordance with its Privacy Policy, which is published on this website and which forms part of the overall relationship between the parties. Where a statement of work requires a separate data processing agreement, the parties will execute that agreement before the relevant processing begins.

At the end of an engagement the company will, at the choice of the client, delete or return personal information processed on behalf of the client, subject to any legal retention requirement that applies to the company.

13. Warranties and Disclaimers

The company warrants that its services will be performed with reasonable skill and care by suitably qualified personnel, and that deliverables will materially conform to the agreed acceptance criteria for a period of thirty days after acceptance, unless a different period is stated in the statement of work. Where a deliverable does not conform during that period, the company will correct it at no additional charge as the client exclusive remedy for the non conformity.

To the maximum extent permitted by law, the website and its content are provided on an as available basis, and the company disclaims all other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non infringement. The company does not warrant that the website will be uninterrupted, error free or free of harmful components, nor that any information published on it is complete or current at all times.

Advice provided in the course of a review reflects the state of the systems examined at the time of the review and the information made available. The company is not responsible for changes made by others after a review, nor for risks that were outside the agreed scope of the review.

14. Limitation of Liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, nor for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill or loss or corruption of data, arising out of or in connection with the engagement, whether the claim is based in contract, tort, negligence, strict liability or any other theory, and whether or not the party was advised of the possibility of such loss.

To the maximum extent permitted by law, the total aggregate liability of each party arising out of or in connection with an engagement is limited to the total fees paid or payable by the client to the company under the applicable statement of work during the twelve months preceding the event giving rise to the claim. Where the engagement is shorter than twelve months, the limit is the total fees paid or payable under the statement of work.

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 or limited. Nothing in these terms limits the client obligation to pay fees properly due for services already performed.

15. Indemnity

The client agrees to indemnify and hold harmless ASDFGH Holdings LLC against claims, losses, liabilities, costs and reasonable expenses arising from the client data, from the client systems, from materials supplied by the client, or from the client breach of these terms or of applicable law. This includes claims that the client did not have the right to grant the access it provided or to authorise the processing it requested.

The company agrees to indemnify and hold harmless the client against claims that a bespoke deliverable created by the company for the client infringes the intellectual property rights of a third party, provided that the client notifies the company promptly, allows the company to control the defence, and does not make admissions or settle the matter without the written consent of the company. This indemnity does not apply where the claim arises from client materials, from modifications made by the client, or from use of the deliverable outside the agreed scope.

16. Third Party Materials and Links

Deliverables may incorporate third party software, libraries and services, which are governed by their own licence terms. The client is responsible for complying with those terms and for any licence fees associated with them, unless the statement of work expressly provides otherwise. The company will identify material third party components where this is reasonably practicable.

The website may contain links to external websites. Those links are provided for convenience only, and the company does not control and is not responsible for the content, availability or practices of any external website. A link does not imply endorsement unless stated in writing.

17. Term and Termination

An engagement continues until the applicable statement of work is completed, until it expires, or until it is terminated in accordance with its terms. Either party may terminate an engagement for material breach where the breach is not remedied within thirty days of written notice describing the breach. Either party may terminate immediately where the other party becomes insolvent, enters administration or ceases to carry on business.

Where a retained or managed service continues without a fixed end date, either party may terminate it by giving the period of written notice stated in the statement of work, or sixty days where no period is stated. On termination, the client pays for services performed and commitments properly incurred up to the effective date of termination.

On termination the company will provide a reasonable handover, including the transfer of deliverables completed and paid for, documentation reasonably required to operate them, and access credentials held on behalf of the client. Handover support beyond the termination date may be provided at the standard rates then in effect, as agreed in writing by the parties.

18. Force Majeure

Neither party is liable for a failure or delay in performing an obligation to the extent that the failure or delay is caused by an event beyond its reasonable control. Such events include natural disasters, severe weather, epidemic or pandemic conditions, war, civil unrest, terrorism, industrial action, failure of public infrastructure, widespread network or cloud provider outages, and governmental action that prevents performance.

The affected party will notify the other party promptly and will use reasonable efforts to mitigate the impact and to resume performance. Where a force majeure event continues for more than sixty days, either party may terminate the affected engagement on written notice without liability other than payment for services already performed.

19. Compliance and Export Controls

Each party agrees to comply with applicable laws in connection with the engagement, including laws relating to data protection, computer misuse, anti bribery, anti corruption and economic sanctions. The client confirms that it is not subject to sanctions that would prohibit the company from providing services, and that it will not use the deliverables in a manner that breaches export control or sanctions requirements.

Where a project involves regulated data, the client is responsible for informing the company of the applicable regulatory regime before the work begins so that appropriate controls can be designed into the solution from the outset rather than added afterwards.

20. Governing Law and Disputes

These terms and any engagement under them are governed by the laws of the State of Utah, United States, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Salt Lake City, Utah, for the resolution of any dispute arising out of or in connection with these terms or an engagement, except that either party may seek injunctive relief in any competent court to protect its confidential information or intellectual property.

Before commencing proceedings, the parties agree to attempt in good faith to resolve a dispute through discussion between senior representatives of each organisation. Where discussion does not resolve the matter within thirty days, the parties may agree to mediation before a mutually acceptable mediator. Nothing in this section prevents either party from seeking urgent interim relief where that is necessary to prevent irreparable harm.

21. Changes to These Terms

ASDFGH Holdings LLC may update these terms from time to time to reflect changes in law, in the services offered or in business practices. The current version is published on this page with an effective date. Where a change is material, the company will take reasonable steps to notify clients who have an active engagement.

A change to these terms does not alter a signed statement of work unless the parties agree in writing. Continued use of the website after a revised version takes effect indicates acceptance of the revised terms for website use.

22. General Provisions

These terms, together with any applicable statement of work and the Privacy Policy, constitute the entire agreement between the parties on the matters they cover and supersede prior discussions on those matters. Where a provision is held to be invalid or unenforceable, the remaining provisions continue in full force and effect, and the invalid provision is replaced by a valid provision that reflects the original intent as closely as the law allows.

A failure or delay in enforcing a provision is not a waiver of that provision or of any other provision. No waiver is effective unless it is in writing and signed by the party granting it. Neither party may assign an engagement without the written consent of the other party, except to an affiliate or in connection with a merger or the sale of substantially all of its assets.

Nothing in these terms creates a partnership, joint venture, agency or employment relationship between the parties. The parties are independent contractors, and neither has authority to bind the other or to make commitments on the behalf of the other.

Notices under these terms must be in writing and sent to the registered office of ASDFGH Holdings LLC or to the contact address nominated by the client, and are deemed received on delivery where delivered by hand, on the next business day where sent by a recognised courier, or on transmission where sent by email to the address most recently notified by the receiving party.

23. Contact Information

Questions about these terms, requests for clarification and formal notices should be directed to the company using the details below.