Terms of Service

1. Agreement to These Terms

By accessing this website, submitting a contact form, sending an email to the studio or accepting a written proposal, you agree to these Terms of Service. If you do not agree, please do not use the website and do not engage the studio. If you are accepting on behalf of a business, you confirm that you have authority to bind that business to these terms.

These terms apply together with any signed proposal, statement of work or service agreement. If a signed document conflicts with these terms, the signed document controls for the services described in it. These terms remain in effect for the duration of any engagement and for as long afterward as a provision by its nature should continue.

We may update these terms from time to time. The effective date at the top of the page shows the current version. Changes apply to future use of the website and to new engagements. Where a change would materially affect an engagement already in progress, we will discuss the change with the client before it takes effect.

The developer name LWRD Frames appears on this website as the published trading name of the studio. That name does not alter the identity of the contracting entity, which is LWRDFrames Detailing LLC.

2. Definitions

In these terms, the following words have the meanings given below. Other capitalized terms are defined where they first appear.

• Studio means LWRDFrames Detailing LLC and the members of its team.
• Client means a person or business that engages the studio for services under a proposal or service agreement.
• Services means the computer integrated systems design work described on the services page and in a proposal, including systems blueprinting, network integration, software setups, data pipelines, hardware layouts and support.
• Deliverables means documents, diagrams, configurations, runbooks, reports and other materials prepared for a client.
• Website means the pages published at lwrdframes.buzz and any subdomain of that address.
• Workshop means the physical premises of a client where framing or detailing work takes place.

3. Eligibility and Business Use

The website is intended for business and professional use. By using it, you confirm that you are at least eighteen years of age and have the legal capacity to enter an agreement. If you use the website on behalf of an organization, you confirm that the organization authorizes your use.

Services are offered to businesses, institutions and independent professionals. The studio does not knowingly provide services to consumers for household purposes, and it reserves the right to decline an engagement where the scope is outside its practice or where the request cannot be handled lawfully.

4. Services Provided

The studio designs computer integrated systems for framing and detailing workflows. The practice sits within computer systems design and related services in the professional, scientific and technical services sector. The core service tracks are described in detail on the services page of this website and may be combined into a single engagement or commissioned separately.

Services are professional and advisory in nature. They include observation of a client workflow, preparation of a written blueprint, configuration of software and network components, design of data pipelines, planning of hardware placement and provision of support over an agreed period.

The studio does not perform work that belongs to a licensed trade or regulated profession, such as electrical installation beyond low voltage planning, structural engineering, architecture or legal advice. Where an engagement requires such work, the client remains responsible for engaging the appropriate licensed provider, and the studio will coordinate as reasonably requested.

Descriptions on the website are informational. They do not constitute an offer capable of acceptance. A contract is formed only when a written proposal is accepted by the client and countersigned by the studio, or when the studio begins work after receiving written confirmation to proceed.

5. Proposals and Statements of Work

Each engagement is governed by a written proposal or statement of work. The document sets out the scope, the deliverables, the assumptions, the exclusions, the fee basis, the expected schedule and the responsibilities of each party. A proposal remains open for the period stated in it, and after that period the studio may revise the terms.

Where a proposal is based on information supplied by the client, the studio relies on that information in good faith. If the information proves to be materially inaccurate, the scope, schedule and fee may be adjusted through the change process described in Section 9.

Unless a proposal states otherwise, it excludes third party subscription fees, equipment purchases, travel outside the Cedar City area and any work needed to rectify conditions that existed before the engagement but were not disclosed during the bench visit.

6. Client Responsibilities

A successful integration depends on cooperation. The client agrees to provide timely access to the workshop, to the people who perform the workflow and to the systems that will be connected. The client also agrees to assign a point of contact who can make decisions and approve changes.

• Provide accurate information about tools, processes and existing agreements with software vendors.
• Ensure that any access granted to the studio is lawful and authorized by the system owner.
• Keep backups of critical data before any change is implemented.
• Make staff available for observation, training and handover sessions.
• Maintain the environmental conditions required by installed equipment.
• Notify the studio promptly of any change that may affect the work.
• Obtain any consent needed from staff or third parties before information is shared.

The studio is not responsible for a delay or defect caused by the client failure to meet these responsibilities, and any resulting additional work may be charged as a change.

7. Fees and Payment

Fees are stated in the proposal. They may be fixed for a defined scope, charged on a time and materials basis, or set as a monthly support amount. Where a fixed fee is quoted, it applies only to the scope described in the proposal.

Unless the proposal states otherwise, invoices are issued at project milestones or monthly for ongoing support. Payment is due within thirty days of the invoice date. Amounts that remain unpaid after the due date may attract a late charge of one and a half percent per month or the maximum allowed by law, whichever is lower.

Fees are exclusive of applicable sales, use and value added taxes, which are the responsibility of the client. Travel, accommodation and third party purchases are charged at cost with prior written approval and are supported by receipts.

If an invoice remains unpaid for more than forty five days and no payment plan has been agreed, the studio may suspend work on the affected engagement and may withhold deliverables until the balance is settled. Suspension does not relieve the client of the obligation to pay for work already performed.

All amounts are stated in United States dollars unless the proposal states another currency.

8. Scheduling and Bench Visits

Bench visits are scheduled in advance and confirmed in writing. The studio reserves the day so that observation is not rushed. If a visit must be postponed, the party requesting the change should give at least five business days of notice where practicable. Late cancellation may result in a charge for travel and reserved time where the studio has already incurred those costs.

The studio will make reasonable efforts to accommodate production schedules. Work that requires a system outage is planned for an agreed window, and a rollback path is confirmed before the window begins.

Remote sessions are scheduled in the same way. A reliable connection and a quiet space are the responsibility of the client. Where a remote session cannot proceed because of a connection failure on the client side, the session may be treated as delivered after a reasonable attempt to reconnect.

9. Changes and Additional Work

Changes to a scope are handled through a written change request. The request describes the proposed change, the effect on the schedule and the effect on the fee. No additional work is performed until the client approves the request in writing. The studio may decline a change that falls outside its practice or that would compromise an existing system.

Where a client instruction is urgent and written approval cannot be obtained in time, the studio may act on a verbal instruction if it is followed promptly by written confirmation. The verbal instruction is recorded in the project log.

Minor requests that can be completed within the original estimated effort are absorbed without a change request. The studio tracks these requests and will raise a change request if they begin to affect the agreed scope.

10. Intellectual Property

The website and its content, including text, layout, graphics, code and the design of the studio materials, are owned by LWRDFrames Detailing LLC or used with permission. You may view the website and print a copy of a page for your own reference. You may not reproduce, distribute, modify or create derivative works from the content for commercial purposes without written permission.

Upon full payment, the client receives a non exclusive license to use the deliverables prepared for that client in connection with its own business. The studio retains ownership of its underlying methods, templates, reference architectures and general know how, including any element that is not specific to the client.

The client retains ownership of its own data and materials. The client grants the studio a limited license to use those materials for the purpose of delivering the services.

Unless the client objects in writing, the studio may describe the general nature of an engagement in a portfolio or capability statement without disclosing confidential details, client names or proprietary information.

11. Software and Third Party Licenses

Software used in an engagement may be owned by the client, licensed to the client by a vendor, or licensed to the studio. The client is responsible for maintaining its own vendor licenses and for complying with the terms of those licenses. The studio does not grant any license to third party software unless it is authorized to do so.

Where the studio configures a vendor platform, the configuration is delivered subject to the vendor terms. If the vendor changes its terms, pricing or technical requirements, the studio will advise the client and may propose adjustments through a change request.

Open source components used in a companion utility are identified in the documentation together with their license terms. The studio will not incorporate a component whose license conflicts with the intended use.

12. Confidentiality

Each party may receive confidential information from the other. Confidential information includes business plans, process documentation, pricing, supplier arrangements, client lists, software configurations and anything clearly marked as confidential or that a reasonable person would understand to be confidential.

Each party agrees to use confidential information only for the purpose of the engagement, to limit access to people who need it, and to protect it with reasonable care. These obligations do not apply to information that is already public, that the receiving party already lawfully held, that is independently developed without use of the confidential information, or that is required to be disclosed by law.

Where disclosure is required by law, the party subject to the requirement will give prompt notice to the other party where permitted and will limit the disclosure to what is legally required. Confidentiality obligations continue after the engagement ends for as long as the information remains confidential.

13. Privacy and Data Protection

The studio handles personal information in accordance with its Privacy Policy, which forms part of these terms. Where the studio processes information on behalf of a client, the client is the controller and the studio acts as processor under the instructions in the service agreement.

If a data protection law requires a separate processing agreement, the parties will sign one before the relevant processing begins. The studio will notify the client without undue delay if it becomes aware of a breach affecting client data.

The client is responsible for ensuring that it has a lawful basis to share any personal information with the studio and for providing any notices required by law to the people concerned.

14. Acceptable Use of the Website

You agree to use the website lawfully and respectfully. The following activities are not permitted.

• Attempting to gain unauthorized access to any system, account or network.
• Introducing malicious code, automated scraping that burdens the server or denial of service activity.
• Using the contact form to send unsolicited advertising, chain messages or unlawful content.
• Impersonating another person or misrepresenting an affiliation.
• Copying or republishing substantial portions of the website without permission.
• Interfering with security features or testing the site without written authorization.

We may suspend access to the website for anyone who breaches this section and may report serious conduct to the appropriate authorities.

15. Warranties and Disclaimers

The studio provides its services with reasonable skill and care, consistent with professional standards in computer systems design. The studio warrants that it has the experience and competence to perform the services it accepts and that its team will act in good faith.

The client warrants that it has the right to grant access to the systems and information needed for the engagement and that the information it supplies is accurate to the best of its knowledge.

Except as expressly stated in these terms or in a proposal, the website and the services are provided without other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non infringement. The studio does not warrant that software, hardware or networks will be free from interruption or error, and it does not warrant a particular business outcome.

Published material on the website is general information. It is not tailored advice for a specific workshop, and it should not be relied upon without a professional assessment.

16. Limitation of Liability

To the fullest extent permitted by law, the studio will not be liable for indirect, incidental, special, consequential or punitive damages, including lost profits, lost data, loss of goodwill or business interruption, arising out of or related to the website or the services, even if the studio has been advised of the possibility of such damages.

To the fullest extent permitted by law, the total aggregate liability of the studio for all claims arising from an engagement will not exceed the total fees paid by the client to the studio under the relevant proposal during the twelve months preceding the event giving rise to the claim.

Nothing in these terms excludes or limits liability for fraud, willful misconduct, death or personal injury caused by negligence, or any other liability that cannot be excluded under applicable law.

The limitations in this section apply regardless of the legal theory on which a claim is based and survive termination of the agreement.

17. Indemnification

The client agrees to indemnify and hold harmless the studio and its members from claims, damages, losses and reasonable expenses arising from the client breach of these terms, the client misuse of a deliverable, the client failure to obtain a required license or consent, or a claim that client materials infringe the rights of a third party.

The studio agrees to indemnify and hold harmless the client from claims that a deliverable prepared solely by the studio infringes a third party intellectual property right, provided that the client promptly notifies the studio, allows the studio to control the defense and provides reasonable cooperation.

If a deliverable is subject to an infringement claim, the studio may, at its option, modify the deliverable, obtain a license for the client or terminate the affected part of the engagement and refund fees paid for that part.

18. Term and Termination

An engagement begins on the date stated in the proposal and continues until the services are complete, unless ended earlier under this section. Fixed scope engagements end when the final deliverable is accepted and the final invoice is paid.

Either party may terminate for material breach by giving written notice and allowing thirty days to cure the breach. If the breach is not cured within that period, the agreement ends on the date stated in a further written notice. A party may terminate immediately if the other party becomes insolvent, enters liquidation or ceases to carry on business.

On termination, the client pays for work performed and for non cancellable commitments made on the client behalf up to the termination date. The studio delivers work product that has been paid for and returns or destroys confidential information as instructed, subject to retention required by law.

Sections on intellectual property, confidentiality, payment, limitation of liability, indemnity and governing law survive termination.

19. Force Majeure

A party is not liable for a failure or delay in performance caused by an event beyond its reasonable control. Such events include natural disasters, severe weather, fire, flood, epidemic, civil disturbance, labor dispute, failure of a public utility or telecommunications network, and action of a government authority.

The affected party will notify the other promptly and will take reasonable steps to mitigate the effect. If the event continues for more than sixty days, either party may terminate the affected engagement by written notice, and the client pays for work performed up to that date.

20. Governing Law and Disputes

These terms are governed by the laws of the State of Utah, United States, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting formal proceedings, the parties will attempt in good faith to resolve a dispute through discussion between representatives with authority to settle. A party raising a dispute will provide a written description of the issue and the relief sought, and the other party will respond within fifteen business days.

If the dispute is not resolved within thirty days of the written notice, either party may bring proceedings in the state or federal courts located in Iron County, Utah, and each party consents to the jurisdiction of those courts. Each party waives any objection to venue in those courts.

Nothing in this section prevents a party from seeking urgent injunctive relief to protect confidential information or intellectual property.

21. General Provisions

These terms, together with the applicable proposal and the Privacy Policy, form the entire agreement between the parties on the subject matter and replace any earlier discussion or understanding.

If a provision is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in effect.

A failure to enforce a right is not a waiver of that right. A waiver is effective only if given in writing and only for the specific instance described.

The client may not assign an agreement without the written consent of the studio. The studio may assign an agreement to a successor organization that continues the practice, provided the successor assumes the obligations.

Notices must be sent to the addresses stated in the proposal. A notice to the studio may also be sent by email to support@lwrdframes.buzz or by telephone at +18288100490, although formal notices should be confirmed in writing.

Headings are for convenience only and do not affect interpretation. Words in the singular include the plural where the context requires. References to a statute include its amendments and replacement provisions.

Nothing in these terms creates a partnership, joint venture, agency or employment relationship between the parties. Each party remains an independent contractor.

22. How to Contact Us

Questions about these terms, requests for a copy of a proposal or notices relating to an engagement are welcome. Please use the details below and include the name of the relevant proposal where applicable.

We aim to acknowledge formal notices within two business days. For questions about how personal information is handled, please also read the Privacy Policy.

By working with these terms in plain view, we hope to keep the commercial side of a project as tidy as the bench itself. Thank you for reading.

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