Agreement to These Terms
These Terms of Service govern the use of this website and the professional services provided by BreakingSeal LLC. By visiting the website, sending an inquiry or engaging the firm for work, you agree to these terms. If you do not agree, please do not use the website and do not engage our services.
These terms work alongside any signed statement of work or master agreement. When a signed document conflicts with these terms, the signed document controls for the engagement it describes. These terms use no quotation marks so that each clause reads as a plain statement.
Definitions
In these terms, the Company means BreakingSeal LLC, 2101 N Main St Unit 203, Clearfield - 84015-2870, United States (US). The Client means the person or organization that engages the Company or uses this website. The Services means the design, review, documentation and related professional work described on our services page or in a statement of work. Deliverables means the documents, files, systems and written methods the Company provides.
The Website means the pages published at https://www.breakingseal.surf. A Statement of Work means a written description of a specific engagement that refers to these terms. Business Day means a weekday other than a public holiday in the State of Utah.
Eligibility and Authority
You must be at least eighteen years of age and legally able to enter a contract to engage the Company. If you act for an organization, you confirm that you have authority to bind that organization to these terms. The Company may request reasonable evidence of that authority before beginning work.
The Company offers professional services to businesses and organizations. We may decline an engagement when the requested work falls outside our competence, conflicts with a prior duty or presents an unacceptable risk.
Our Services
BreakingSeal LLC provides computer systems design and related professional, scientific and technical services, with a focus on computer integrated systems design. Our bench work includes commission slip bay design, impression log runs, client note desks, remelt windows, die review rounds and sealing sittings. Each service is described on our services page in more detail.
The Company works from a wax room in Clearfield, Utah, and may perform portions of the work remotely or at a client site by agreement. Service descriptions on the website are provided for information and do not constitute an offer capable of acceptance. An engagement begins only when both parties sign a statement of work or confirm the arrangement in writing.
Engagement and Proposals
A proposal describes the scope, schedule, assumptions and fee for an engagement. Proposals remain open for thirty days unless stated otherwise. Either party may propose changes in writing, and no change takes effect until it is accepted by both parties.
The Company may rely on information supplied by the Client when preparing a proposal. If that information proves incomplete or incorrect, the Company may adjust the scope, schedule or fee with written notice. Verbal instructions that affect scope are confirmed in writing before work proceeds.
Fees and Payment
Fees are stated in the applicable statement of work. Unless agreed otherwise, invoices are issued at the start of an engagement and at agreed milestones. Payment is due within thirty days of the invoice date. Fees are exclusive of applicable taxes, which are added where required by law.
The Company may charge reasonable interest on overdue amounts at the maximum rate permitted by law. Travel and material costs are reimbursed at cost when approved in advance in writing. The Company may suspend work and withhold deliverables when an undisputed invoice remains unpaid after a written reminder.
Client Responsibilities
The Client agrees to provide accurate information, timely access to the people and materials needed for the engagement, and a single point of contact authorized to approve work. The Client confirms that it has the rights needed to share any material it gives to the Company and that the material does not infringe the rights of others.
- Review drafts and provide feedback within the periods agreed in the statement of work.
- Maintain the systems and accounts that remain under client control.
- Inform the Company promptly of changes that may affect the engagement.
- Ensure that staff who will use a new method receive the training described in the handover plan.
Delays caused by the Client may shift the schedule without penalty to the Company. The Company will notify the Client when a delay threatens an agreed milestone.
Deliverables and Acceptance
Deliverables are described in the statement of work and may include written methods, checklists, templates, records, configurations and documentation. The Company provides deliverables in the format set out in the engagement plan. The Client reviews each deliverable within ten business days of delivery.
Review is a substantive step, not a formality. The Client should test the deliverable with the people who will run it day to day, note anything that does not work in practice and send the findings in one consolidated message. Clear and specific feedback helps the Company correct issues quickly and keeps the schedule honest for both parties.
A deliverable is accepted when the Client confirms acceptance in writing or when the review period passes without a written list of material defects. The Company will correct material defects reported during the review period without additional charge. Requests that change the agreed scope are handled through the change process and may affect the fee and timeline.
Intellectual Property
The Company retains ownership of the methods, frameworks, templates and know how that it develops independently and uses across engagements. On full payment, the Client receives a perpetual, non exclusive licence to use the deliverables for its internal business purposes. Ownership of client materials remains with the Client.
The Client may not resell, sublicense or publish the Company methods as its own without written permission. The Company may describe the general nature of an engagement in a confidential reference list, using only information approved by the Client. Any pre existing material supplied by either party remains the property of that party.
All content on the website, including text, layout and graphics, belongs to the Company or its licensors and may not be copied for commercial use without permission.
Acceptable Use
You agree to use the website lawfully and respectfully. You may not attempt to gain unauthorized access to any system, interfere with the normal operation of the website, scrape content in a way that burdens our hosting, or submit material that is unlawful, defamatory or malicious.
- Do not send unsolicited bulk messages through our contact form.
- Do not use the website to distribute malware or deceptive content.
- Do not misrepresent your identity or your authority to act for another person.
- Do not use automated tools to harvest contact details from our pages.
The Company may restrict access to any person who breaches these rules and may report unlawful activity to the appropriate authorities.
Confidentiality
Each party agrees to protect confidential information received from the other. Confidential information includes non public business data, client records, technical methods and any material marked or described as confidential. Each party will use the information only for the purpose of the engagement and will limit access to people who need it.
These obligations do not apply to information that is already public, that was lawfully known before disclosure, that is received from a third party without a duty of confidence, or that must be disclosed by law. When disclosure is required, the party subject to it will give prompt notice where legally permitted.
Practical protection matters as much as the written rule. The Company stores client material in controlled folders, limits access to named team members and avoids discussing a client engagement in public. The Client is invited to mark sensitive files clearly so both parties know which material deserves the strictest handling.
Confidentiality duties survive the end of the engagement for a period of five years. Trade secrets are protected for as long as they remain trade secrets under applicable law.
Third Party Services
The Company may recommend or integrate third party software, hosting or communication tools as part of an engagement. Those tools are governed by their own terms and privacy notices. The Company is not responsible for the availability, security or conduct of a third party provider, though we will choose providers carefully and tell the Client about material risks we identify.
If a provider changes its terms or discontinues a service, the Company will make reasonable efforts to find a replacement and will discuss any effect on schedule or fee with the Client.
Representations and Warranties
The Company represents that it will perform the services with reasonable skill and care consistent with professional standards in computer systems design. The Client represents that the information it provides is accurate and that it has the rights necessary to authorize the work.
The Client is responsible for decisions it makes using the deliverables. The Company may give advice and recommendations, but final business decisions remain with the Client. Neither party makes any other warranty unless a statement of work says so in writing.
Disclaimer
Except as expressly stated in these terms, the website and the services are provided as available and without further warranties of any kind, whether express, implied or statutory. The Company does not warrant that the website will be uninterrupted or free of error, or that it will meet every requirement of every visitor.
The Company does not provide legal, tax, accounting or regulatory advice as part of a design engagement unless a statement of work expressly includes that service. Clients should consult qualified professionals for those matters.
Limitation of Liability
To the fullest extent permitted by law, the Company is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, even if the Company has been advised of the possibility of such damages.
The total liability of the Company for any claim arising out of an engagement is limited to the fees paid by the Client for the specific services giving rise to the claim. This limit does not apply to fraud, willful misconduct or any liability that cannot be limited by law.
Each party will take reasonable steps to reduce its losses and to notify the other party promptly of any claim.
The parties have discussed the allocation of risk in these terms and consider it reasonable in light of the size of the engagements, the fees involved and the insurance the Company carries. If a court finds part of this limit unenforceable, the remaining part applies to the fullest extent the law allows.
Indemnification
The Client agrees to indemnify the Company against claims, losses and reasonable costs arising from client materials, from misuse of deliverables, or from a breach of these terms by the Client. The Company agrees to indemnify the Client against claims that a deliverable within the Company scope infringes a third party right, provided the Client notifies the Company promptly and allows the Company to direct the response.
A party seeking indemnity must give prompt notice, reasonable cooperation and the opportunity to participate in the defense. A party may not settle a claim in a way that admits fault on behalf of the other party without consent.
Term and Termination
These terms apply while you use the website and for the duration of any engagement. An engagement ends when the deliverables are accepted and the final invoice is paid, unless a longer term is stated in the statement of work.
Either party may end an engagement for material breach with fifteen days written notice, provided the breach remains uncured. Either party may end an engagement immediately if the other party becomes insolvent or engages in unlawful conduct. On termination, the Client pays for work performed and approved expenses, and the Company returns or deletes client materials as instructed, subject to record keeping duties.
Clauses that by their nature should survive termination, including confidentiality, intellectual property, liability and governing law, continue in force.
Force Majeure
Neither party is liable for a delay caused by events beyond its reasonable control. Such events include natural disaster, fire, flood, war, civil unrest, government action, labor disruption, failure of public infrastructure and widespread network failure. The affected party will give prompt notice and make reasonable efforts to resume performance.
If a force majeure event continues for more than sixty days, either party may end the affected engagement with written notice and without further liability except for fees already due.
While an event is ongoing, the parties will work in good faith to agree a revised schedule and to preserve the work already completed. Any deliverable finished before the event remains subject to the normal review and acceptance process.
Governing Law and Disputes
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 discussion and mediation.
If a dispute is not resolved within thirty days of written notice, either party may bring the matter before a court of competent jurisdiction located in Davis County, Utah, and each party consents to that jurisdiction and venue. The prevailing party may recover reasonable attorney fees where the law allows.
Nothing in this section prevents either party from seeking urgent injunctive relief to protect confidential information or intellectual property.
Changes to These Terms
The Company may update these terms from time to time. When a change is material, the Company will update the effective date above and provide notice on the website. A statement of work that refers to these terms is governed by the version in force on the date the statement is signed unless both parties agree otherwise.
Continued use of the website after an update means you accept the revised terms. If you do not agree, you may stop using the website and, for an active engagement, discuss the matter with the Company before further work proceeds.
General Provisions
These terms, together with any statement of work, form the entire agreement between the parties on their subject matter. If a provision is found unenforceable, the remaining provisions continue in effect and the unenforceable provision is applied as closely as possible to its intended meaning.
A failure to enforce a provision is not a waiver. Neither party may assign an engagement without the written consent of the other, except to a successor in a merger or sale of substantially all assets. Notices must be in writing and sent to the email or postal address listed below. These terms do not create a partnership, joint venture or employment relationship between the parties.
Contact Information
Questions about these terms can be sent to BreakingSeal LLC at 2101 N Main St Unit 203, Clearfield - 84015-2870, United States (US). You can also reach us by email at reception@breakingseal.surf or by telephone at +17792853457 during business hours.