Terms of Service

1. Acceptance of These Terms

These Terms of Service govern your access to and use of the website operated by VADASZ ENTERPRISES LLC and your dealings with VADASZ ENTERPRISES LLC in connection with the professional services described on it. By visiting the website, sending us a brief, or entering into an engagement with us, you agree to these terms to the extent that they apply to you. If you do not agree, please do not use the website and do not send us a brief.

Where you act on behalf of an organisation, you confirm that you have authority to accept these terms for that organisation, and the words you and your refer to that organisation. Where you act as an individual, the words you and your refer to you personally. In either case, the words we, us and our refer to VADASZ ENTERPRISES LLC, a company with its principal place of business at 2444 N 800 E, Logan - 84341-1808, United States (US).

These terms are the general terms for the website and for the way we work. A specific engagement is governed by a separate written agreement, usually a statement of work or a letter of engagement, signed by both parties. Where the two documents differ, the signed agreement controls for that engagement, because it reflects the particular scope, timing and commercial arrangement that the parties have agreed.

If any provision of these terms is found to be invalid or unenforceable, the remaining provisions continue in full force. The invalid provision will be replaced by a valid provision that comes as close as possible to its intended effect. A failure to enforce a provision on one occasion is not a waiver of the right to enforce it later.

2. About the Company

VADASZ ENTERPRISES LLC provides computer systems design and related services, with a focus on computer integrated systems design. Our practice is organised around a method we describe as a ridge watch: we observe a working operation, record what happens, design an integrated system against that record, and return to observe again after delivery. The field programs are described on the services page of this website, and the descriptions there form part of the general picture of what we do.

Our studio and lodge are located at 2444 N 800 E, Logan - 84341-1808, United States (US). Correspondence should be directed to the email address or telephone number given at the end of these terms. We are a limited liability company organised under the laws of the State of Utah, and our records of formation are available on request to the extent that the law allows.

Nothing on this website is an offer capable of acceptance. The website describes our services for information, and an engagement begins only when both parties have signed a written agreement and any agreed deposit has been received. We may decline a brief at our discretion, including where the field is outside our experience, where the requested work raises a conflict, or where we do not believe we can deliver a standard of work that we would be willing to sign.

3. Permitted Use of the Website

You may read, print and share the pages of this website for your own lawful purposes, including evaluating whether to engage us. You may quote short passages with clear attribution to VADASZ ENTERPRISES LLC. You may not copy substantial portions of the website for commercial use, republish the content as your own, or present our writing in a way that suggests it originated elsewhere.

You agree not to interfere with the normal operation of the website. That includes attempting to gain unauthorised access to any system, probing for vulnerabilities outside the responsible disclosure guidance in our Privacy Policy, introducing malicious code, overloading the service, or using automated tools in a way that degrades performance for other visitors. If you believe you have found a vulnerability, please report it to us rather than exploiting it.

The website is provided for information and may be changed, suspended or withdrawn at any time without notice. We do not guarantee that every page will remain available, that every link will remain valid, or that the website will be free of typographical errors. Where an error is drawn to our attention, we will correct it promptly, but a correction does not create any right to compensation.

You are responsible for the environment from which you access the website, including the security of your own device and network. We are not responsible for any loss caused by malware, interception or misconfiguration outside our control. If you access the website from a jurisdiction where its content is restricted, you do so at your own initiative and are responsible for compliance with local rules.

4. Engagements and Written Agreements

An engagement begins with a brief, followed by an opening sighting and, where both parties agree to proceed, a written agreement. The written agreement sets out the scope, the field programs that apply, the season window, the named scout, the fees, the payment schedule, the review arrangements and the handling of confidential information. Until that agreement is signed, no obligation to deliver work arises on either side.

A proposal from us is valid for the period stated in it and, if no period is stated, for thirty days from the date of issue. A proposal is based on the information available at the time and may be revised if the field turns out to be materially different from the description. Where a revision is needed, we will explain the reason in writing before any additional work is undertaken.

Changes to an agreed scope are handled through a written change note that describes the change, the effect on the season window, and the effect on fees. Work on a change begins only after the note is accepted by both parties. Verbal requests are welcome as a starting point but are not binding until they are written down, because a verbal change is the most common source of later disagreement in any professional relationship.

Where a client appoints a representative to approve work on its behalf, that appointment should be recorded in the agreement. Approval by the representative is treated as approval by the client. If the representative changes during the engagement, the client should notify us promptly so that the record of decisions remains accurate.

5. Scope of Work and Field Observation

Our services include observation, documentation, design, implementation support and review. The particular mix is defined in each engagement. A typical engagement begins with a chase log bay, opens one or more supporting programs, proceeds inside a declared season window, and closes with a scout review round and a camp sitting. The services page describes each program in more detail.

Field observation is central to the method. We ask the client to provide reasonable access to the operation, to the people who run it and to the systems in scope. We ask that the people involved be informed of the observation in advance. We do not require any individual to participate in an interview, and we do not record personal conversations. If a person declines to be observed, we respect that and note the gap in the record.

Observation produces a written record in our own words. That record describes systems, flows and decisions. It may incidentally mention the name of a person who took a step or made a decision, but it is not a personnel record and it is not used for performance assessment. The client may review the record and ask for incidental personal detail to be removed, and we will do so where the removal does not undermine the operational value of the entry.

We do not provide legal, tax, medical, engineering-stamp or other regulated professional advice unless the engagement expressly says so and the required qualifications are in place. Our work is design and systems integration work. Where a decision requires a licensed professional in another field, we will say so and, where helpful, help the client identify the right resource.

6. Client Obligations

A good engagement depends on cooperation from both sides. The client agrees to provide accurate information about the operation, to make the relevant people available at reasonable times, to respond to questions within an agreed period, and to tell us promptly if something changes in a way that affects the work. Delays caused by missing information are recorded in the chase log and may move the season window.

The client is responsible for the lawfulness of the data it asks us to work with. If the engagement requires access to personal information, the client confirms that it has an appropriate basis for the access and that it has informed the people concerned. The client also confirms that any third party material it provides, such as a supplier report or a licensed dataset, may lawfully be shared with us for the purpose of the engagement.

The client agrees to keep the credentials and access routes we use for the engagement confidential, and to notify us promptly if a credential is compromised. The client agrees not to use our deliverables in a way that breaches the rights of a third party, and not to remove attribution from material where attribution was part of the agreement.

Where the client operates a regulated environment, the client remains responsible for compliance with the rules of that environment. We will support compliance where the agreement says so, but we do not assume the role of the client compliance function. If a regulator requires a specific record, the client should tell us early so that the record can be built into the engagement rather than added at the end.

7. Fees, Invoicing and Payment

Fees are stated in the written agreement. They may be fixed for a defined scope, charged by time and materials, or a combination of both. Where a fee is estimated rather than fixed, the estimate is made in good faith and is not a cap unless the agreement says so. Where the estimate is likely to be exceeded, we will tell the client as soon as we know, with a revised figure and a reason.

Invoices are issued according to the schedule in the agreement. Payment is due within the period stated on the invoice. Amounts that remain unpaid after the due date may attract interest at a reasonable rate, and we may suspend work while a substantial invoice remains unpaid. We will always give notice before suspending work, and we will not withhold a deliverable that has already been paid for as a means of pressuring payment of a disputed item.

Unless the agreement states otherwise, fees are exclusive of applicable taxes. When tax applies, it is added to the invoice in the amount required by law. Travel and out-of-pocket expenses are pre-approved in writing and invoiced at cost with supporting records where the client asks for them. We do not add a mark-up to expenses without a clear written basis.

If a client disputes an invoice, the client should tell us in writing within the period stated in the agreement, identifying the disputed items and the reason. We will investigate promptly. Items that are not disputed remain payable on the normal schedule, so that a query about one line does not hold up the whole account.

8. Season Windows and Scheduling

A season window is a declared period during which design and delivery work takes place. The window has a stated opening and a stated close, and it may include freeze dates, a go-live date, a rollback trigger and a review date. The window is agreed before build begins. Work that does not fit the current window is scheduled for a later one rather than stretching the current window without limit.

Dates are estimates unless the agreement says that a date is a firm commitment. We will tell the client as soon as we see a risk to a date, and we will propose a recovery plan. A date may move because of a change in scope, a delay in client input, a dependency on a third party, or an event outside our reasonable control. Where a move is caused by our own delay and the date was firm, the agreement may provide a remedy.

The client agrees to respect the freeze period that precedes a go-live. Requests to change scope during a freeze are handled after the window closes unless they address a defect that threatens the go-live. This discipline protects both sides: it keeps the release stable and it keeps the record of what was decided clear.

Roster runs and review rounds are scheduled on a calendar that is shared with the client. If a scheduled session is cancelled by the client with little notice, it may be treated as a delivered session where the agreement provides for that, because the time has been reserved. We try to be flexible about genuine emergencies and will reschedule without charge where we reasonably can.

9. Deliverables and Intellectual Property

Unless the written agreement states otherwise, the client receives a perpetual, worldwide licence to use, copy and modify the deliverables for its own internal business purposes. We retain ownership of our background methods, templates, generic components and know-how, including the ridge watch method and the templates used to produce chase logs, rosters and summaries. This arrangement allows the client to use the work freely while preserving the tools we rely on across engagements.

Where the agreement provides for an assignment of ownership, the assignment takes effect on full payment and applies to the specific deliverables named in the agreement. Even where ownership is assigned, we may retain a copy of the work for our records and may describe the engagement in general terms, without confidential detail, for professional reference.

The client owns its own data, its own systems and its own confidential information at all times. Nothing in these terms transfers any of that to us. We do not acquire rights in client data merely by observing it, storing it during an engagement or mentioning it in a record. Where we create test data, we prefer synthetic data, and any use of client data for testing is agreed in writing first.

The website content, including its text, layout and visual design, belongs to VADASZ ENTERPRISES LLC and is protected by applicable intellectual property law. The company name and any associated marks may not be used in a way that suggests endorsement, partnership or affiliation without written permission.

10. Confidentiality

Each party agrees to keep confidential the information it receives from the other in connection with an engagement, and to use that information only for the purpose of the engagement. Confidential information includes the chase log, the roster findings, the integrated design, commercial terms, and any other material that a reasonable person would regard as sensitive in the circumstances.

A party may disclose confidential information where required by law, by a court or by a regulator, provided that it gives the other party prompt notice where lawful and cooperates with any reasonable effort to limit the disclosure. A party may also disclose confidential information to its professional advisers, insurers and financing providers where those recipients are bound by confidentiality obligations at least as protective as these.

Confidentiality obligations do not apply to information that is already public through no breach, that was lawfully known before the engagement, that is independently developed without reference to the other party information, or that is received lawfully from a third party without a duty of confidence. The burden of showing that an exception applies rests on the party seeking to rely on it.

Confidentiality obligations survive the end of the engagement. They continue for as long as the information remains sensitive, and in any event for the period stated in the written agreement. At the end of the engagement, each party returns or destroys the confidential information of the other, except for copies that must be retained by law or by a professional record-keeping rule.

11. Third Party Materials and Tools

Our work may involve third party software, cloud services, hardware and datasets. Those materials are governed by their own terms, which we do not control. The client is responsible for accepting and complying with those terms where the client is the account holder. Where we procure a tool on the client behalf, the client acknowledges that the tool provider may change its terms, pricing or functionality during the engagement.

We do not warrant that a third party tool will remain available, that it will behave in a particular way, or that it will be free from defects. What we do warrant is that we will select tools with reasonable care, document the dependencies in the integrated design, and provide a reasonable path forward if a dependency changes in a way that affects the delivered system.

The client is responsible for licensing any content it supplies, including maps, images, fonts and data extracts. Where we supply content, we either create it ourselves or license it on terms that permit the intended use. If a claim arises from content supplied by the client, the client is responsible for that claim in accordance with the indemnity section of these terms.

Open source components may be used in deliverables where appropriate. Where they are used, we maintain a record of the components and their licences so that the client can comply with the relevant obligations. If the client requires a specific licensing posture, for example a policy that avoids a particular class of licence, the client should tell us early so that the design can take it into account.

12. Warranties and Disclaimers

We warrant that we will perform services with the reasonable skill and care of a competent professional in our field, and that the deliverables will materially conform to the written agreement for a period of thirty days after acceptance, unless the agreement states a different period. If a deliverable does not conform, our obligation is to correct it at no additional charge or, where correction is not practical, to provide a reasonable alternative.

Except for the warranty above and any warranty that cannot be excluded by law, the website and the services are provided as they are. We disclaim all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. This disclaimer applies to the extent permitted by the law that governs the engagement.

We do not warrant that a delivered system will be free from every defect, that it will operate without interruption, or that it will produce a particular commercial result. Systems operate in a changing environment, and a design that was correct for one season may need to be re-scouted for the next. The review program exists precisely because we expect the field to move.

Where the client relies on a deliverable for a decision with financial, legal or safety consequences, the client is responsible for obtaining independent review from an appropriately qualified professional. Our work should inform a decision, not replace the client own judgement or the judgement of other advisers.

13. Limitation of Liability

To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential or punitive loss, or for loss of profit, revenue, business opportunity, goodwill or anticipated savings. This exclusion applies even if the party was advised of the possibility of such loss, and it applies whether the claim is framed in contract, tort, statute or otherwise.

The total aggregate liability of VADASZ ENTERPRISES LLC to a client in connection with an engagement is limited to the fees paid by that client under the relevant agreement in the twelve months preceding the event giving rise to the claim, unless the agreement states a different cap. This cap does not apply to liability that cannot lawfully be limited, such as liability for fraud or for death or personal injury caused by negligence.

Each party must tell the other of a claim within a reasonable time after becoming aware of it. A delay in notification may be taken into account where it has made the claim harder to investigate or has increased the loss. Nothing in this section limits a duty to mitigate loss that applies under the governing law.

The limitations in this section are a material part of the commercial arrangement. The fees agreed for the services reflect the allocation of risk described here. If a client requires a higher cap, this should be discussed at the proposal stage so that the arrangement can be priced accordingly and recorded in the written agreement.

14. Indemnity

Each party agrees to indemnify the other against third party claims, losses and reasonable costs arising from that party breach of these terms or of a written agreement. For the client, this includes claims arising from content or data supplied by the client, from access the client grants to a system without a lawful basis, and from use of a deliverable outside the scope that was agreed.

For VADASZ ENTERPRISES LLC, the indemnity covers claims that a deliverable we created infringes a third party intellectual property right, where the deliverable is used as agreed. It does not cover claims arising from modification of a deliverable by the client or a third party, from combination with materials we did not supply, or from use in a manner that was not disclosed to us at the time of design.

A party seeking indemnity must notify the other promptly, must give reasonable cooperation in the defence, and must not settle a claim in a way that admits fault on the indemnifying party behalf without consent. The indemnifying party may take over the defence with counsel of its choosing, provided that the choice is reasonable and that the other party is kept informed.

15. Suspension and Termination

Either party may terminate a written agreement in accordance with its terms, and where the agreement allows termination for convenience, the terminating party must give the notice period stated in the agreement. On termination, the client pays for work performed and for commitments reasonably incurred up to the effective date of termination, and we deliver the work product produced to that date where it has been paid for.

Either party may suspend performance or terminate immediately if the other party commits a material breach and does not remedy it within a reasonable period after written notice, if the other party becomes insolvent, or if continuing would require a party to act unlawfully. Suspension is a serious step, and we will always explain the reason and the remedy in writing, apart from exceptional cases where immediate action is required for security or legal reasons.

Provisions that by their nature should survive termination continue to apply. These include provisions on confidentiality, intellectual property, payment of accrued fees, limitation of liability, indemnity and dispute resolution. Termination does not affect any right that has already accrued.

Where an engagement ends, we offer a reasonable transition: we return or destroy confidential information, we explain the state of the delivered system, and we make ourselves available for a short handover period if the agreement provides for it. A transition should not be used to extract additional fees beyond those agreed; we prefer to include it in the original arrangement.

16. Force Majeure

Neither party is liable for a failure or delay caused by an event outside its reasonable control. Such events include natural disasters, severe weather, epidemic illness, war, civil unrest, government action, failure of a public utility or telecommunications provider, and a widespread failure of a major cloud provider that affects the industry generally.

The affected party must notify the other promptly, must take reasonable steps to reduce the effect, and must resume performance as soon as it reasonably can. If the event continues for a prolonged period, either party may terminate the affected agreement on written notice without liability for the unperformed portion, subject to payment for work already performed.

A force majeure event does not excuse a failure to pay an amount that was already due before the event. Nor does it excuse a failure caused by a party own lack of reasonable preparation where the risk was known and could reasonably have been addressed.

17. Governing Law and Disputes

These terms and any engagement 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 Utah for any dispute that cannot be resolved by discussion, unless the written agreement provides for arbitration or another forum.

Before starting formal proceedings, the parties agree to attempt to resolve a dispute through good faith discussion. A party should give written notice of the dispute, describing the issue and the outcome sought, and the parties should meet, in person or by remote link, within a reasonable period. This step is intended to save cost and preserve the working relationship.

If discussion does not resolve the matter, the parties may agree to mediation before a mediator acceptable to both. Mediation is not compulsory unless the agreement says so, but it is often the most efficient route for a professional services dispute. The costs of mediation are shared equally unless the mediator decides otherwise.

Nothing in this section prevents a party from seeking urgent injunctive relief to protect confidential information or intellectual property. The parties agree that such relief may be sought without first completing the discussion step, because delay could cause irreparable harm.

18. Changes to These Terms

We may update these terms from time to time. When we do, we revise the effective date and the review date shown at the top of this page. Material changes are notified to clients with active engagements, and a change does not apply retroactively to an engagement that is already governed by a signed agreement unless the parties agree in writing.

Continued use of the website after an updated version takes effect indicates acceptance of the updated terms for website use. For professional services, the terms in force at the time the written agreement was signed continue to govern that agreement until it is amended or completed.

We keep earlier versions for reference. If you would like to see the version that applied at a particular date, you may ask us and we will provide it where we are able.

19. General Provisions

These terms, together with any written agreement and the Privacy Policy, form the entire agreement between the parties on the subjects they cover. They replace any earlier discussion or representation on those subjects, except that nothing excludes liability for fraudulent misrepresentation.

No variation of these terms is effective unless it is in writing and accepted by both parties. A party may not assign its rights or obligations under an engagement without the written consent of the other, except to an affiliate or in connection with a reorganisation, provided that the assignee is capable of performing the obligations.

If any provision is held invalid, the remaining provisions continue in effect. Headings are for convenience only and do not affect interpretation. A reference to a statute includes any amendment or replacement. A reference to writing includes email, provided that the email is sent from an address that the receiving party recognises for the engagement.

Nothing in these terms creates a partnership, joint venture, agency or employment relationship between the parties. Each party acts as an independent contractor. Neither party may bind the other or make a commitment on the other behalf without written authority.

20. How to Contact Us

Questions about these terms should be sent to the address below. Please include a clear subject line and, where the question concerns an engagement, the name of the client organisation and the dates involved so that we can answer with reference to the right record.