Terms of Service

1. Acceptance of These Terms

These Terms of Service govern your access to and use of the website operated by BBCS KENNEDY LLC and any services you engage from our studio. By visiting this website, submitting an enquiry, or entering into a written engagement with us, you agree to be bound by these terms. If you do not agree, please do not use the website or our services.

These terms apply alongside any signed statement of work, proposal or master services agreement between you and BBCS KENNEDY LLC. Where a signed agreement conflicts with these terms, the signed agreement takes precedence for the engagement it covers.

2. Definitions

In these terms, the words below carry the following meanings. The terms we, us, our and the Company refer to BBCS KENNEDY LLC. The terms you, your and the Client refer to the person or organisation accessing this website or engaging our services. The term website refers to this site and all pages under it. The term services refers to the systems design and technical advisory work described on our services page and in any statement of work. The term deliverables refers to documents, diagrams, specifications, standards and other work product we create for a client engagement.

A statement of work means a written document describing a specific engagement, its scope, its schedule and its fees. Written includes email correspondence where both parties clearly confirm agreement to scope and price.

3. Eligibility and Authority

You may use this website if you are at least eighteen years of age and able to form a binding contract. If you access the website or engage our services on behalf of an organisation, you represent that you have the authority to bind that organisation to these terms, and references to you include that organisation.

We reserve the right to decline an engagement, or to end a website relationship, where we have a reasonable belief that these terms would be breached or that the work would be unlawful or unsafe.

4. Our Services

BBCS KENNEDY LLC is a computer systems design studio. Our services comprise systems integration architecture, data workflow engineering, process automation design, platform migration planning, documentation and standards, and technical advisory retainers. Each service is performed from our studio at 1354 W Van Buren Ave, Salt Lake City - 84104-2914, United States (US), or remotely where the engagement allows.

The descriptions on our website are provided for information. They do not constitute an offer, a fixed quotation, or a guarantee of any specific outcome. The precise scope of any engagement is defined only in a written statement of work signed or clearly confirmed by both parties.

5. Engagements and Statements of Work

Every paid engagement begins with a written statement of work. That document sets out the objectives, the deliverables, the timeline, the assumptions, the client dependencies, the fees and the acceptance criteria. Work commences only after we have received written confirmation to proceed and, where agreed, the initial payment.

Changes to scope are handled through a written change request. We do not silently absorb additional work, and we do not expect clients to absorb additional cost without agreement. If a change affects the schedule or the fee, we will state the effect clearly before any additional work begins.

Estimates of effort are given in good faith but are not commitments unless a statement of work expressly states otherwise.

6. Client Responsibilities

A systems design engagement depends on accurate information and timely decisions. You agree to provide reasonable access to the people, systems and documentation needed for the work, to respond to requests for clarification within a reasonable period, and to nominate a single point of contact with authority to approve decisions.

You confirm that any information you provide is accurate to the best of your knowledge, that you have the right to share it with us, and that our use of it as described in the statement of work will not infringe the rights of any third party. You remain responsible for the operation and licensing of your own systems, and for obtaining any consent needed from your own staff or customers.

Where delays are caused by outstanding client information or approval, we may adjust the schedule reasonably and may treat waiting time as chargeable where the statement of work provides for it.

7. Fees and Payment

Our fees are set out in each statement of work and may take the form of a fixed project fee, an hourly rate, a monthly retainer, or a combination of these. Unless stated otherwise, fees are quoted in United States dollars and are exclusive of applicable taxes, which are added where the law requires.

Invoices are payable within the period stated on the invoice, typically fourteen days from issue. We may require an advance payment before work begins and may suspend work where an invoice remains unpaid beyond its due date. Late amounts may attract interest at the rate stated in the statement of work or, where none is stated, at the maximum rate permitted by applicable law.

Fees are earned as work is performed. Where a fixed fee is agreed, it is earned progressively as milestones are completed. Refunds are governed by the statement of work and by applicable law, and we do not provide refunds for work already completed and delivered.

8. Scheduling and Availability

Our standard business hours are listed on the contact page and are stated in Mountain Time. Meetings are scheduled in advance, and rescheduling is handled by mutual agreement. Retainer clients receive the level of availability described in their agreement.

Support outside agreed hours is provided only where the statement of work expressly provides for it. We do not offer a guaranteed response time unless that commitment is written into the engagement.

9. Intellectual Property

The content of this website, including its text, structure, layout and visual design, is owned by BBCS KENNEDY LLC and is protected by applicable intellectual property law. You may read and share our pages for your own reference, but you may not copy, republish or commercialise our content without our written permission.

In relation to client engagements, unless a statement of work states otherwise, we retain ownership of our underlying methods, templates, frameworks and general know how, and we grant the client a perpetual, non exclusive licence to use the deliverables we create for the purposes described in the engagement. This allows the client to use and maintain the work product while preserving our right to apply the same expertise elsewhere.

Third party software, platforms and libraries remain subject to their own licences, and nothing in these terms transfers any right in them.

10. Client Materials

You retain ownership of all data, documents and materials you provide to us. You grant us a limited licence to use those materials solely for the purpose of performing the engagement. We will not use client materials for any other purpose without written permission.

On completion of an engagement we will, at your request, return or delete client materials in our possession, except where we are required by law to retain them or where they form part of our professional records of the work performed.

11. Confidentiality

Each party may receive information that the other treats as confidential. Both parties agree to keep such information private, to use it only for the purposes of the engagement, and to disclose it only to personnel and advisers who need it and who are bound by confidentiality obligations at least as protective as these terms.

Confidentiality obligations do not apply to information that is already public, that is independently developed without reference to the other party, that is lawfully received from a third party, or that must be disclosed by law, provided that the disclosing party is given notice where lawful and practicable. These obligations survive the end of the engagement.

12. Acceptable Use of This Website

You agree to use this website lawfully and respectfully. You must not attempt to gain unauthorised access to any part of the site or its supporting infrastructure, introduce malicious code, interfere with its normal operation, scrape it at a rate that degrades service for others, or use it to send spam or unlawful content.

You must not misrepresent your identity, impersonate BBCS KENNEDY LLC or its personnel, or use our name or marks in a way that suggests an endorsement you do not have. We may restrict or block access where we reasonably believe these rules have been broken, and we may report unlawful activity to the appropriate authorities.

13. Third Party Services

Our website may refer to or link to third party platforms, tools and websites. We provide these references for convenience and information. We do not control third party services and are not responsible for their availability, their content, their security or their terms.

Where we recommend a platform as part of a systems design, that recommendation reflects our professional judgement at the time it is given. The decision to adopt any platform, and the consequences of that decision, remain with the client. Any contract for a third party service is between the client and that provider.

14. Warranties and Disclaimers

We perform our services with the reasonable skill and care expected of a competent systems design practice. We warrant that we hold the skills and experience we present, and that we will act in good faith throughout an engagement.

Except as expressly stated in these terms or in a statement of work, the website and our services are provided as is and as available, without further warranties of any kind, whether express or implied. We do not warrant that the website will be uninterrupted or error free, that defects will be corrected immediately, or that any particular business outcome will be achieved. Systems design work reduces risk and improves reliability, but it cannot promise a result that depends on factors outside our control.

Nothing in these terms excludes any warranty or right that applicable law does not permit to be excluded.

15. Limitation of Liability

To the fullest extent permitted by law, BBCS KENNEDY LLC will not be liable for indirect, incidental, special, consequential or punitive damages, nor for lost profits, lost revenue, lost data or business interruption, arising out of or in connection with the website or our services, whether based in contract, tort or any other theory, even if we have been advised of the possibility of such damages.

Our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by the client for that engagement in the twelve months preceding the event giving rise to the claim. Where the engagement is a free enquiry or unpaid website use, our liability is limited to one hundred United States dollars.

These limits apply collectively to BBCS KENNEDY LLC and to its members, employees and subcontractors. Some jurisdictions do not allow certain limitations, in which case the limits above apply only to the extent permitted by law.

16. Indemnity

You agree to indemnify and hold harmless BBCS KENNEDY LLC and its personnel against claims, losses, liabilities and reasonable costs arising from your breach of these terms, from your misuse of the website, from materials you provide that infringe the rights of a third party, or from your failure to obtain a consent or licence that these terms make your responsibility.

We will give you reasonable notice of any such claim and will cooperate in its defence, provided that you keep us informed and do not settle a claim in a way that admits fault on our part without our written agreement.

17. Termination

Either party may end an engagement in accordance with the termination provisions of the applicable statement of work, or by written notice where no provision exists. On termination, the client remains liable for fees earned for work performed up to the effective date and for any non cancellable commitments properly made on the client behalf.

We may suspend or end access to this website at any time if we reasonably believe these terms have been breached. Clauses dealing with intellectual property, confidentiality, warranties, liability, indemnity and governing law survive termination together with any other provision that by its nature should continue.

18. Force Majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, severe weather, utility or network failure, labour disruption, civil unrest, epidemic, or an act of government. The affected party will give prompt notice and will use reasonable efforts to resume performance. If such an event continues for an extended period, either party may end the affected engagement without liability for the unperformed portion.

19. Governing Law and Disputes

These terms are governed by the laws of the State of Utah in the United States, without regard to conflict of law rules. The parties agree to attempt to resolve any dispute through good faith discussion before commencing formal proceedings.

If a dispute cannot be resolved by discussion, the parties agree that the courts located in Salt Lake County, Utah, will have jurisdiction, and each party consents to that jurisdiction and venue. Nothing in this clause prevents either party from seeking urgent relief from a court of competent jurisdiction to protect its confidential information or other rights.

20. Notices Between the Parties

Formal notices under these terms or under a statement of work must be in writing and sent to the email address or postal address that each party has provided. A notice sent by email is treated as received on the next business day after sending, provided no delivery failure is reported. A notice sent by post is treated as received five business days after dispatch.

Each party is responsible for keeping its contact details current. Where a notice concerns termination, payment default or a legal claim, we recommend that it be confirmed by post as well as email so that there is a clear record of delivery.

21. Assignment and Subcontracting

You may not assign or transfer your rights under an engagement without our written consent. We may assign our rights and obligations as part of a merger, acquisition or reorganisation, provided the assignee agrees to honour the terms of the affected engagement and this does not reduce the protections you already hold.

We may engage trusted subcontractors to assist with an engagement, particularly where specialised skills are needed. We remain responsible to you for the work performed by our subcontractors, and we require them to respect confidentiality and data protection obligations no less protective than these terms.

22. Severability and Waiver

If any provision of these terms is found to be invalid, unlawful or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will continue in full force. The parties intend that the terms remain workable even if one part is set aside.

A failure to enforce a provision is not a waiver of it. Any waiver must be given in writing and applies only to the specific instance and purpose for which it is given. A single forbearance does not create an ongoing right to the same treatment.

23. Entire Agreement

These terms, together with any signed statement of work and any master services agreement, form the entire agreement between the parties on its subject matter. They replace all prior discussions, proposals and understandings, whether written or spoken. Each party acknowledges that it has not relied on any statement not set out in these documents.

Where the parties wish to vary an engagement, the variation must be recorded in writing and confirmed by both sides, either through a change request or an updated statement of work. Verbal assurances about additional scope, timing or fees are not effective unless confirmed in writing.

24. Changes to These Terms

We may revise these terms from time to time to reflect changes in our services, our practices or the law. The effective date at the top of this page will be updated whenever we do so. Material changes will apply to new engagements from the date of the update, and to existing engagements only where the change is required by law or is accepted by both parties. Your continued use of the website after an update indicates that you accept the revised terms.

25. Contact Information

Questions about these Terms of Service, or about any engagement, are welcome. Please use the details below and we will respond as quickly as we can.

We acknowledge every enquiry within one business day. Thank you for reading these terms and for considering BBCS KENNEDY LLC for your systems design work.