Terms of Service

1. Acceptance of These Terms

By accessing this website, submitting an enquiry, or engaging BLUFFDALE CHILD CARE HOLDINGS, LLC for any service, a person agrees to be bound by these Terms of Service. A person who does not accept these terms should not use the website and should not engage the firm.

Where the person accepting these terms acts on behalf of an organisation, that person confirms that the organisation has authorised the acceptance and that the organisation will be bound by these terms. In that case the words client and you refer to that organisation as well as to the individual acting for it.

These terms apply in addition to any signed service agreement. Where a signed agreement contains provisions that differ from these terms, the signed agreement prevails for the engagement it covers. These terms continue to govern the general use of the website and any matter not addressed in the signed agreement.

2. Definitions

For clarity, the following terms carry the meanings set out below whenever they appear in this document.

• The firm, we, us, and our refer to BLUFFDALE CHILD CARE HOLDINGS, LLC, trading as Bluffdale Care.
• Client and you refer to the person or organisation using the website or receiving services from the firm.
• Services refers to the computer systems design, software engineering, cloud infrastructure, data platform, cybersecurity, and managed support work described on this website.
• Deliverable means any document, software, configuration, or other artefact produced by the firm for the client under an engagement.
• Statement of work means a written document describing the scope, deliverables, timeline, and fees for a specific engagement.
• Confidential information means non-public information disclosed by one party to the other in connection with an engagement.
• Personal data means information relating to an identified or identifiable individual.

Headings are provided for convenience only and do not affect the interpretation of any provision. The singular includes the plural and the plural includes the singular where the context allows.

3. Scope of Services

The firm provides professional technology services to businesses and organisations. The services offered include systems integration programmes, bespoke software engineering, cloud infrastructure design, data platform engineering, cybersecurity assessment, and managed IT support. Additional or related work may be agreed in writing from time to time.

The services are professional in nature and depend on the accuracy of information supplied by the client, on timely access to client systems and personnel, and on the cooperation of third party suppliers that the client may use. The firm will perform the services with the reasonable skill and care expected of a competent professional practice, but it does not guarantee any particular commercial outcome, because such outcomes depend on factors outside the firm control.

Nothing on this website constitutes a binding offer to provide services. A binding relationship is created only when a statement of work is signed by both parties, or when the firm confirms in writing that work may begin. A proposal or quotation remains valid for the period stated in it and, if no period is stated, for thirty days from the date of issue.

4. Engagements and Statements of Work

Each engagement is governed by a statement of work that records the agreed scope, the deliverables, the acceptance criteria, the schedule, the assumptions, and the fees. The statement of work forms part of the contract between the parties and is read together with these terms.

A statement of work may be amended only by a written change document signed by an authorised representative of each party. Work that falls outside the agreed scope is not covered by the original fee and is handled through the change control process described below.

Unless a statement of work says otherwise, the firm provides the services on a time and materials basis against a fixed estimate, or on a fixed price basis for a defined set of deliverables. Either way, the parties agree the basis in writing before work begins so that expectations about cost and effort are clear on both sides.

5. Client Responsibilities

The firm can deliver well only when the client provides the information and access the work requires. The client agrees to the following responsibilities.

• To provide accurate and complete information about existing systems, processes, and constraints.
• To nominate a person with authority to make decisions and to approve deliverables on the client behalf.
• To grant timely access to systems, environments, credentials, and personnel as reasonably required.
• To maintain valid licences and subscriptions for any third party products the client supplies.
• To review and respond to requests for feedback, approval, or clarification within agreed timeframes.
• To comply with the laws and regulations that apply to the client own business and data.
• To inform the firm promptly of any change that may affect the scope, schedule, or security of the engagement.

Where a delay or additional cost arises because the client has not met a responsibility in this section, the firm may adjust the schedule and, where appropriate, the fees, after notifying the client in writing.

6. Fees and Payment

Fees for the services are set out in the applicable statement of work. Unless the statement of work says otherwise, invoices are issued monthly, or on completion of an agreed milestone, and are payable within thirty days of the invoice date.

Fees are exclusive of taxes, duties, and third party charges, which are added where applicable. Expenses that the client has approved in advance, such as travel or specialised tooling, are invoiced at cost with supporting receipts.

Where an invoice remains unpaid beyond the agreed period, the firm may charge interest on the outstanding amount at the rate stated in the statement of work or, if no rate is stated, at a reasonable commercial rate permitted by law. The firm may also suspend work on an account that remains seriously overdue, after giving written notice and a reasonable opportunity to settle the balance.

Amounts already paid for work properly performed are not refundable except where these terms or applicable law require otherwise. Where a fixed price engagement is cancelled before completion, the client pays for work performed and for non-cancellable commitments already made on the client behalf.

7. Change Control

Good projects expect change, and the change control process exists to handle it openly rather than through dispute. When either party identifies a change to scope, schedule, or cost, the change is described in writing and assessed for its effect on the engagement.

The firm prepares a change note setting out the additional work, the revised timeline, and any effect on fees. The client reviews the note and either approves it, declines it, or asks for a revision. No change takes effect until the note is approved in writing by both parties.

Where the client requests work outside the agreed scope and time is short, the firm may, at its discretion, begin the work before the change note is signed, provided the request is confirmed in writing and the fees are agreed. The change note is then formalised at the earliest opportunity.

8. Deliverables and Intellectual Property

Upon full payment of the fees for an engagement, the client receives ownership of the bespoke deliverables created specifically for it under that engagement, including bespoke source code, written documentation, and configuration created by the firm, except for the firm pre-existing materials and third party components described below.

The firm retains ownership of its pre-existing tools, libraries, frameworks, templates, and know how, together with any improvements to them. Where such materials are incorporated into a deliverable, the firm grants the client a perpetual, non-exclusive, worldwide licence to use, modify, and maintain them as part of the deliverable, without further payment.

Third party components, including open source libraries, are governed by their own licences, which the firm identifies in the project documentation. The client is responsible for complying with those licences. The firm assigns no rights it does not own and makes no representation about third party components beyond those made by their publishers.

Until fees are paid in full, the firm retains all rights in the deliverables. The firm may also retain a copy of the deliverables for the purpose of supporting the client, subject to the confidentiality obligations in these terms.

9. Confidentiality

Each party may receive confidential information from the other during an engagement. Each party agrees to use that information only for the purpose of performing the engagement and to protect it with at least the same care it applies to its own confidential information, and in no case less than a reasonable standard of care.

Confidential information does not include information that is already public, that becomes public through no fault of the receiving party, that the receiving party already lawfully held without a duty of confidence, that is independently developed without reference to the disclosed information, or that is lawfully obtained from a third party without a duty of confidence.

Where a party is required by law or by a valid court order to disclose confidential information, it will, where lawfully permitted, give the other party prompt notice so that protective steps can be considered, and will disclose only the portion strictly required.

These confidentiality obligations survive the end of the engagement for a period of five years, and indefinitely for trade secrets and for personal data, which remain protected for as long as they are held.

10. Data Protection and Privacy

The handling of personal data by the firm is described in the Privacy Policy published on this website. Where the firm processes personal data on behalf of a client, the firm acts on the documented instructions of the client, and the client remains responsible for ensuring that it has a lawful basis for the processing it instructs.

The firm applies appropriate technical and organisational measures to protect personal data, restricts access to personnel who need it, and requires those personnel to observe confidentiality. Where the firm engages a subcontractor that will process personal data, the subcontractor is bound by written terms that impose equivalent obligations.

The firm assists clients, within reason, with requests from individuals who wish to exercise their privacy rights, with security assessments, and with notifications to regulators or affected persons where a breach occurs. Assistance beyond the standard scope is provided as additional work under the change control process.

When an engagement ends, the firm returns or securely deletes personal data processed on the client behalf, in accordance with the agreed exit plan and subject to any legal retention requirement. Written confirmation of deletion is available on request.

11. Third Party Components

Technology work frequently relies on products and services supplied by other organisations, including cloud platforms, software libraries, and data providers. The firm selects third party components carefully, but it does not control them and cannot guarantee their continued availability, their behaviour, or the terms under which their suppliers offer them.

Where the client supplies a third party product, the client is responsible for holding the necessary licence and for complying with the supplier terms. Where the firm recommends or procures a third party product on the client behalf, the client remains the licensee unless the parties agree otherwise in writing.

If a third party component is discontinued, becomes insecure, or changes its licence in a way that affects the engagement, the parties will discuss a suitable replacement and handle the work through change control. The firm is not liable for the acts or omissions of third party suppliers.

12. Security Responsibilities

Security is a shared responsibility. The firm secures the work it performs and the systems it operates, while the client secures the parts of its environment that remain under its control.

Firm Responsibilities

The firm protects credentials, applies the security standards described in the statement of work, maintains monitoring and backup routines for systems under its management, and notifies the client promptly of any security incident affecting the client systems or data.

Client Responsibilities

The client maintains the security of its own networks, endpoints, and accounts, keeps its own staff aware of security expectations, grants access only to authorised persons, and informs the firm when personnel with access to the engagement change roles or leave.

Where a security incident arises from a cause within the client environment, the firm may assist with investigation and remediation as additional work. Neither party is responsible for a security failure caused by the other party or by a third party outside its control.

13. Support and Service Levels

Managed support engagements operate against the service levels recorded in the applicable statement of work. Response targets are set by severity, with the fastest responses reserved for incidents that stop critical business functions.

• Critical incidents, where a core service is unavailable, receive the shortest response target and continuous attention until service is restored.
• High severity incidents, where a significant function is impaired, receive a prompt response during business hours and active work until resolved.
• Standard requests, including routine changes and user questions, are handled in the normal queue during published business hours.
• Planned maintenance is scheduled in advance and communicated to the client, with disruptive work placed outside core operating hours where practical.

Service levels measure the firm response and restoration efforts and do not constitute a guarantee that every incident can be prevented. Excluded from service level measurement are periods of planned maintenance, failures caused by third party suppliers or client systems, and events covered by the force majeure clause.

14. Warranties and Disclaimers

The firm warrants that the services will be performed with reasonable skill and care by suitably qualified personnel, that the deliverables will conform in all material respects to the agreed specification, and that the firm has the right to grant the licences described in these terms.

If a deliverable fails to conform to the agreed specification and the client notifies the firm within thirty days of acceptance, the firm will, at its option, correct the deliverable or provide a reasonable alternative. This is the client exclusive remedy for a breach of the conformance warranty.

Except for the warranties stated in this section, the services and this website are provided on an as available basis without further warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The firm does not warrant that the website will be uninterrupted or free of error, or that every defect will be corrected.

15. Limitation of Liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, arising from or relating to the engagement, even if that party was advised of the possibility of such damages.

To the fullest extent permitted by law, the total aggregate liability of the firm arising from or relating to an engagement is limited to the total fees paid by the client to the firm for the services giving rise to the claim during the twelve months preceding the event on which the claim is based.

Nothing in these terms limits or excludes liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that cannot lawfully be limited. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to a particular client, in which case the remaining limitations continue in force.

16. Indemnity

The client agrees to indemnify and hold harmless the firm and its personnel against claims, losses, and reasonable costs arising from the client content, data, or materials, from the client breach of these terms, from the client failure to hold necessary licences, or from the client unlawful use of a deliverable.

The firm agrees to indemnify and hold harmless the client against claims that a bespoke deliverable created solely by the firm infringes a third party intellectual property right, provided the client promptly notifies the firm of the claim, gives the firm control of the defence, and provides reasonable assistance. This indemnity does not cover claims arising from modifications made by the client, from combinations with products the firm did not supply, or from use outside the agreed specification.

The indemnified party must take reasonable steps to mitigate any loss and must not settle a claim in a way that imposes obligations on the indemnifying party without written consent.

17. Term and Termination

An engagement continues for the period stated in the statement of work or, for ongoing support, until terminated as described below.

Termination for Convenience

Either party may terminate a support engagement for convenience by giving not less than thirty days written notice. Either party may terminate a project engagement for convenience by giving not less than thirty days written notice, in which case the client pays for work performed to the date of termination and for non-cancellable commitments already made.

Termination for Cause

Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within fifteen days of written notice, or if the other becomes insolvent, enters administration, or ceases to operate.

Effect of Termination

On termination, the firm ceases work, delivers the deliverables completed to that date subject to payment, returns or securely deletes confidential information and personal data in accordance with the exit plan, and provides reasonable transition assistance if requested as additional work. Provisions intended by their nature to survive termination, including confidentiality, intellectual property, liability, and governing law, continue in effect.

18. Acceptable Website Use

This website is provided for information about the firm and its services. A visitor agrees not to misuse the website in any way.

• Do not attempt to gain unauthorised access to the website, its servers, or any connected system.
• Do not introduce viruses, malicious code, or any material designed to disrupt or damage the website.
• Do not use automated tools to harvest content or contact details from the website.
• Do not submit false information or impersonate another person or organisation.
• Do not use the website or its content for any unlawful purpose or in breach of applicable regulations.
• Do not copy, reproduce, or republish substantial parts of the website content without written permission.

The firm may restrict or block access to the website where it reasonably believes that these rules have been broken, and may report unlawful activity to the appropriate authorities.

19. Website Content and Ownership

The text, layout, graphics, and other content of this website are owned by BLUFFDALE CHILD CARE HOLDINGS, LLC or are used with permission, and are protected by copyright and other intellectual property laws. The company name and trading identity are the property of the company.

A visitor may view, download, and print pages from the website for personal reference and for the purpose of evaluating or using the firm services. Any other use, including modification, distribution, republication, or commercial exploitation, requires prior written permission.

Content on the website is provided for general information and does not constitute professional advice on any specific matter. A person who needs advice should contact the firm directly so that the particular circumstances can be considered.

20. Force Majeure

Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control, including natural disasters, severe weather, epidemics, war, terrorism, civil unrest, labour disputes, failures of public infrastructure, widespread utility or telecommunications outages, or actions of government.

The affected party will notify the other promptly, will use reasonable efforts to limit the impact, and will resume performance as soon as it is reasonably able. If a force majeure event continues for more than sixty consecutive days, either party may terminate the affected engagement by written notice without further liability, subject to payment for work already performed.

21. 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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Utah for the resolution of any dispute, 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 to resolve any dispute through good faith discussion between senior representatives of each side, beginning with written notice of the issue. If discussion does not resolve the matter within thirty days, either party may proceed to formal resolution.

Nothing in this section prevents either party from seeking urgent interim relief where a delay would cause irreparable harm.

22. General Provisions

These terms, together with any signed statement of work and the Privacy Policy, form the entire agreement between the parties on their subject matter and replace any earlier understanding on that subject.

If any provision of these terms is found to be unenforceable, that provision is modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it is severed, and the remaining provisions continue in full force.

A failure or delay in enforcing a right under these terms is not a waiver of that right. A waiver is effective only if given in writing and applies only to the specific instance described.

Neither party may assign an engagement without the written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the obligations in writing.

Nothing in these terms creates a partnership, joint venture, or employment relationship between the parties. The firm acts as an independent contractor at all times.

The firm may update these terms from time to time. The version published on this website at the time of a visit is the version that applies to website use, and changes apply to an ongoing engagement only where the law permits and where the change does not materially disadvantage the client without notice.

23. Contact Information

Questions about these Terms of Service may be sent to the firm using the details below.

Written communications are acknowledged on receipt. Where a matter concerns a signed statement of work, please quote the engagement reference so that the enquiry reaches the right part of the firm.