Terms of Service

1. Acceptance of These Terms

These Terms of Service form a binding agreement between the person or organisation accessing this website or engaging HYXVEK LLC and the Company. By browsing the website, submitting a contact form, accepting a proposal or permitting work to begin, the person confirms acceptance of these terms. If a person does not accept these terms, the person must not use the website or engage the Company.

Where services are provided under a separately signed services agreement, that agreement controls to the extent it conflicts with these terms. These terms fill any gap and apply to all website use regardless of whether a services agreement exists. The Company may require a signed agreement before starting certain types of work.

2. Definitions

The following terms have the meanings given here throughout these Terms of Service. Company means HYXVEK LLC, located at 3525 S 2200 W APT 1, West Valley, 84119-7160, United States (US). Client means the person or organisation that engages the Company for services. Services means the computer integrated systems design and related professional services described on this website, including Control Systems Integration, Edge Compute Deployment, Industrial Data Networks, Machine Monitoring Pipelines, Systems Modernization and Reliability Engineering. Website means the site located at hyxvek.lat and any subdomain of it. Deliverable means any document, configuration, program or physical assembly provided to the Client as part of the services. Agreement means these terms together with any signed services agreement and any accepted proposal.

3. Eligibility and Authority

The website and services are intended for businesses and professional users. By engaging the Company, a person confirms that the person is at least the age of majority in the relevant jurisdiction and has the authority to bind the organisation on whose behalf the person acts. If a person lacks that authority, the person must not accept proposals or permit work to begin.

The Company may request reasonable evidence of authority before commencing work. The Company may decline an engagement at its discretion, including where a project falls outside the areas of practice described on this website, where capacity is unavailable or where the Company cannot meet the required standard of care.

4. Scope of Services

The Company provides computer integrated systems design and related professional services. Each engagement is described in a written proposal or services agreement that sets out the objectives, the deliverables, the assumptions, the exclusions and the schedule. Work outside that written scope is treated as a change and is handled under the change management section of these terms.

The Company does not guarantee any specific production outcome, energy saving, throughput increase or cost reduction unless such a figure is expressly stated in a signed services agreement as a committed performance obligation. Estimates offered during a pattern review are planning aids and do not constitute a promise of results.

Where the Company relies on third party hardware, software or connectivity, the scope is limited to the integration and configuration of those elements. The Company is not the manufacturer of third party products and does not warrant them beyond the warranties offered by their respective suppliers.

5. Quotations and Proposals

Quotations and proposals are valid for thirty days from the date of issue unless a different period is stated in the document. A quotation is an invitation to engage the Company and does not become a binding commitment until the Client accepts it in writing and, where required, pays any deposit.

Proposals are based on the information available at the time of preparation. If site conditions, equipment inventories or operating constraints differ materially from the information provided, the Company may revise the proposal before work begins. The Company will explain the reason for any revision in writing.

6. Fees and Payment

Fees are stated in the accepted proposal or services agreement and may include time and materials rates, fixed price amounts, equipment costs and reimbursable expenses. Unless stated otherwise, invoices are payable within thirty days of the invoice date.

• Deposits may be required before bench build or on site work begins.
• Progress billing may apply to engagements that span multiple weeks or months.
• Reimbursable expenses such as travel, shipping and approved parts are invoiced at cost.
• Late amounts may accrue interest at the rate stated in the proposal or the maximum permitted by law.

Amounts are exclusive of applicable taxes unless stated otherwise. The Client is responsible for taxes arising from the services, except for taxes on the net income of the Company. The Company may suspend work if undisputed invoices remain outstanding beyond the agreed terms and the Client has not proposed an acceptable payment plan.

7. Client Responsibilities

The Client is responsible for providing accurate information, timely decisions and reasonable access to people, systems and sites that the services require. Delays caused by missing information or unavailable access may affect the schedule and may result in additional cost.

• Provide complete and accurate equipment inventories, network diagrams and process descriptions.
• Nominate a single point of contact with authority to approve decisions.
• Ensure that site safety requirements are communicated and enforced for all visitors.
• Obtain any consents required for the Company to access systems or data.
• Maintain backups of critical systems before agreed changes are applied.
• Review and respond to deliverables within the agreed review periods.

The Client remains responsible for the operation of its plant and for all decisions about production, safety and compliance. The Company provides technical recommendations, but the Client decides whether and when to act on them.

8. Scheduling and Access

Project dates are agreed in advance and depend on the Client making the site available as planned. Where a scheduled window is missed due to Client circumstances, the Company may charge for the reserved time and reschedule subject to availability. Where a window is missed due to Company circumstances, the Company will reschedule at no additional cost to the Client.

The Client is responsible for any site induction, permits, escorts and safety equipment required for the Company to work on site. The Company will comply with reasonable site rules when they are communicated in advance and are consistent with applicable safety law.

9. Change Management

Changes to the scope, schedule or assumptions are documented before they are executed. A change request describes the requested change, the impact on cost and schedule and any effect on other work. The Company does not proceed with a material change until the Client approves the change request in writing.

Small adjustments that fall within the original scope and do not materially affect cost or schedule may be handled by mutual agreement in writing, such as a confirming email. The Company keeps a record of all approved changes as part of the project documentation.

10. Intellectual Property

All pre existing tools, methods, templates, libraries and know how used by the Company remain the property of the Company. The Company grants the Client a perpetual, non exclusive licence to use any Company background material embedded in the deliverables to the extent needed to operate and maintain the delivered system.

Project specific deliverables created for the Client, such as logic programs, network documentation and configuration files, are licensed or assigned to the Client as stated in the services agreement. Where a third party product is embedded, the Client receives the licence granted by that supplier and must comply with its terms.

The Client grants the Company a limited licence to use Client materials, including drawings, data and trademarks, solely to perform the services. That licence ends when the engagement ends, except where retention is required by law or by the confidentiality section of these terms.

11. Deliverables and Acceptance

Deliverables are provided according to the schedule in the accepted proposal. The Client has a stated review period, typically ten business days, to inspect each deliverable and either accept it or provide a written list of specific deficiencies. The Company corrects deficiencies that fall within the agreed scope and resubmits the deliverable for review.

A deliverable is deemed accepted if the Client uses it in production, fails to respond within the review period or confirms acceptance in writing. Acceptance does not waive the warranty provisions of these terms or any rights the Client has under a signed services agreement.

12. Confidentiality

Each party may receive confidential information from the other. Confidential information includes business plans, pricing, process details, network designs, credentials and any material marked or reasonably understood to be confidential. Each party agrees to use confidential information only for the purpose of the engagement and to protect it with reasonable care.

Confidentiality obligations do not apply to information that is already public, that is independently developed without use of the other party information, that is received lawfully from a third party or that must be disclosed by law. Where disclosure is required by law, the disclosing party will give prompt notice when legally permitted so the other party can seek protection.

Confidentiality obligations survive the end of the engagement for a period of five years, or longer where the information remains a trade secret under applicable law.

13. Data Protection

The parties will comply with applicable data protection law in connection with the services. Where the Company processes personal data on behalf of the Client, the Company acts as a processor and the Client acts as a controller. The Company processes such data only on documented instructions from the Client and only for the purposes of the engagement.

The Company applies appropriate technical and organisational measures to protect personal data, limits access to personnel who need it and assists the Client with reasonable requests relating to data subject rights and security incidents. Further detail is provided in the Privacy Policy, which forms part of these terms by reference.

14. Warranties and Disclaimers

The Company warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards for computer integrated systems design and that personnel assigned to the engagement have suitable skills and experience. This is the exclusive service warranty given by the Company.

Except as expressly stated, the website and services are provided without further warranties of any kind, 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, or that any system will operate without fault given the complexity of industrial environments.

15. Limitation of Liability

To the maximum extent permitted by law, the Company is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost production, lost data or business interruption, even if the Company was advised of the possibility of such damages.

The total aggregate liability of the Company arising from or related to an engagement is limited to the total fees paid by the Client to the Company for the specific services giving rise to the claim during the twelve months preceding the claim. This limit does not apply to liability that cannot be limited by law, such as liability for fraud or wilful misconduct.

The limitations in this section allocate risk between the parties and form an essential basis of the bargain. They apply regardless of the legal theory asserted, whether contract, tort, strict liability or otherwise.

16. Indemnification

The Client agrees to indemnify and hold harmless the Company from claims, damages, losses and expenses arising from Client materials, Client instructions, unsafe site conditions, unauthorised changes made by the Client or its other contractors, or the Client use of a deliverable outside its intended purpose. The Company agrees to indemnify the Client from claims that Company background material, when used as permitted, infringes a third party intellectual property right, provided the Client promptly notifies the Company and allows the Company to control the defence.

17. Third Party Products and Services

Engagements may involve third party hardware, software, cloud services and connectivity. Such products and services are governed by the terms of their respective suppliers. The Company is not responsible for the availability, performance or security of a third party product beyond the supplier own obligations.

The Client is responsible for procuring and maintaining any third party licences required to operate the delivered system, unless the proposal expressly states that the Company will procure them. The Company will identify the required licences during the pattern review so the Client can plan accordingly.

18. Termination

Either party may terminate an engagement for material breach if the breach is not cured within thirty days of written notice, or immediately if the other party becomes insolvent or ceases to operate. The Client may terminate for convenience on thirty days written notice, subject to payment for work performed, approved commitments and non cancellable costs incurred up to the effective date of termination.

On termination, the Company will provide the work products completed to date, subject to payment of outstanding amounts. Sections dealing with confidentiality, intellectual property, limitation of liability, indemnification and governing law survive termination.

19. Website Use and Acceptable Conduct

Visitors may use this website for lawful purposes only. A visitor must not attempt to gain unauthorised access to the site, its servers or connected systems, must not introduce malicious code and must not use the site to transmit unlawful, misleading or harmful material. Automated scraping that places unreasonable load on the site is not permitted without written consent.

The Company may suspend or restrict access to the website for maintenance, security or any other legitimate reason. The Company does not guarantee continuous availability and is not liable for any loss arising from downtime, provided the Company takes reasonable steps to restore service promptly.

20. Governing Law and Dispute Resolution

These terms 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 rules. The parties will first attempt to resolve any dispute through good faith negotiation between senior representatives.

If negotiation does not resolve the dispute within thirty days, the parties agree to attempt mediation before an agreed mediator, with the costs shared equally. If mediation fails, the dispute will be resolved by binding arbitration or by a court of competent jurisdiction located in Utah, as the parties may agree in writing. Each party waives any objection to venue in that location.

21. Changes to These Terms

The Company may update these Terms of Service to reflect changes in law, services or business practice. Material changes will be reflected in the effective date at the top of this page and, where appropriate, communicated to active clients by email or through a notice on the website.

Continued use of the website after an update takes effect indicates acceptance of the revised terms. For active engagements, the terms in force when the engagement began continue to apply to that engagement unless both parties agree in writing to adopt the revised terms.

22. General Provisions

These terms, together with any signed services agreement and accepted proposal, form the entire agreement between the parties on their subject matter and supersede prior discussions. If any provision is found unenforceable, the remaining provisions continue in full force and the unenforceable provision is modified to the minimum extent needed to make it enforceable.

A failure to enforce a provision is not a waiver of that provision or any other. Neither party may assign an 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 these terms or to the contact details most recently provided by the parties. Nothing in these terms creates a partnership, joint venture or employment relationship between the parties.

Where a provision of these terms is inconsistent with a mandatory right of a consumer under applicable law, the mandatory right prevails to the extent of the inconsistency. The parties confirm that they have had the opportunity to review these terms and to seek independent advice before accepting them.

23. How to Contact the Company

Questions about these Terms of Service may be directed to the Company using the details below. The Company welcomes the opportunity to clarify any provision before a person accepts these terms or engages the services.

• Company: HYXVEK LLC
• Address: 3525 S 2200 W APT 1, West Valley, 84119-7160, United States (US)
• Email: admin@hyxvek.lat
• Phone: +18129919650
• Website: https://www.hyxvek.lat

Written notices relating to an active engagement should be sent to the address above and copied by email so that the matter is recorded and routed promptly.