Terms of Service

1. Acceptance of Terms

By visiting the website, submitting the contact form, sending an email to the published address, calling the published telephone number or entering into an engagement with the Company, you confirm that you have read, understood and accepted these terms. If you do not accept these terms, you should not use the website or engage the services.

Where you accept these terms on behalf of an organization, you confirm that you have authority to bind that organization. In that case the terms apply to the organization and to the individuals acting for it. Where the terms of a signed statement of work conflict with these terms, the statement of work controls for that engagement and these terms continue to apply to the extent they are consistent.

The Company may revise these terms from time to time. The revised version is published on the website with a new effective date. Continued use of the website or continued engagement of the services after a revision takes effect constitutes acceptance of the revised terms.

2. Scope of Services

The Company provides computer integrated systems design and related technology consulting services. The service lines are Systems Integration Engineering, Application Development Services, Cloud Platform Architecture, Data and Analytics Engineering, Security Review Programmes and Managed IT Services. A description of each service line is published on the services page of the website.

The content of the website is provided for general information only. It does not constitute professional advice for a specific situation and it does not create a client relationship. A client relationship is created only when a written proposal or statement of work has been accepted by both parties.

The Company may decline an engagement, may limit the scope of an engagement to the services it is qualified to deliver and may recommend another specialist where a request falls outside its practice. The Company does not provide legal, tax, audit or investment advice, and nothing in the services should be relied upon as such advice.

3. Engagements and Statements of Work

Each engagement is defined by a written proposal or statement of work that records the scope, the assumed conditions, the deliverables, the delivery sequence, the fees and the responsibilities of each party. The statement of work becomes binding when both parties accept it in writing.

Any work that is not described in the statement of work is out of scope. If the client requests additional work, the Company prepares a change request that describes the variation, the impact on schedule and the impact on fees. Additional work proceeds only after the change request is accepted.

Estimates of duration and effort are made in good faith on the basis of the information available at the time. Estimates are not guarantees. Where an assumption in the statement of work proves incorrect, the parties meet promptly to agree the effect on the engagement.

4. Fees, Invoicing and Payment

Fees are set out in the statement of work and may be expressed as a fixed price per phase, a rate per day or a monthly service charge. Unless the statement of work provides otherwise, the Company invoices at the start of each phase and at the completion of agreed milestones.

Invoices are payable within the period stated on the invoice, which is generally fourteen days. Fees are exclusive of taxes, duties and other government charges, which are added where applicable. Travel and approved out of pocket expenses are invoiced at cost with supporting documentation.

Where an invoice remains unpaid after the due date, the Company may charge interest on the outstanding amount at the rate permitted by law, may suspend work and may suspend managed services. The client remains responsible for the fees for work performed up to the date of suspension. Disputed amounts should be raised promptly and in writing, and the parties will work in good faith to resolve the dispute while the undisputed portion is paid.

5. Client Responsibilities

The client agrees to provide accurate information about the systems, processes and constraints relevant to the engagement. The client agrees to make suitably knowledgeable personnel available for interviews, workshops and acceptance testing within reasonable notice.

The client agrees to provide timely access to environments, documentation, third party vendors and any approvals required for the work to proceed. The client is responsible for obtaining the consents and licences needed for the Company to access and work with the client systems and data.

The client agrees to maintain its own backups of critical data unless a backup service is expressly included in the statement of work. The client agrees to nominate a decision maker who can approve scope, priority and acceptance on behalf of the organization.

6. Access and Credentials

Where the Company requires access to client systems, the client provides accounts with the least privilege needed to perform the work. Credentials are issued to named engineers, are stored in accordance with the security practices described in the Privacy Policy and are revoked when the work is complete or when an engineer leaves the engagement.

The Company uses privileged access only for the purposes of the engagement and keeps a record of administrative activity where the client systems allow it. The Company does not use client credentials for personal benefit and does not share them with third parties except as the engagement requires.

The client is responsible for the configuration of its own identity provider, for the accuracy of the permissions granted and for notifying the Company when a person who holds access is no longer authorized. The Company reviews access periodically and reports any account that appears unnecessary.

7. Changes and Change Control

The Company applies change control to protect the stability of the systems it builds and operates. A change to a production system requires an approved request that describes the change, the risk, the test evidence and the rollback route.

Emergency changes may proceed on a shortened route to resolve an active incident, and are documented retrospectively within one business day. The client is informed of any emergency change and of the follow up actions required to bring the change into the normal record.

Where the client requests a change that increases cost, risk or duration, the Company states the effect before the change proceeds. The Company is not obliged to implement a change that would knowingly compromise the security, integrity or supportability of a system, and will explain the reason if it declines.

8. Deliverables and Intellectual Property

Upon full payment of the fees for an engagement, the client receives ownership of the custom deliverables created specifically for it, including bespoke source code, documentation written for the client and configuration authored for the client, except where the statement of work provides otherwise.

The Company retains ownership of its pre existing materials, including frameworks, libraries, templates, tooling and general know how, and grants the client a perpetual, non exclusive licence to use those materials to the extent they are embedded in the deliverables and needed to operate them.

Third party components remain subject to the licences of their owners. The Company identifies material third party components in the engagement documentation. Nothing in these terms transfers ownership of a third party component or grants rights beyond those provided by its licence.

The client grants the Company a licence to use the client materials provided for the engagement solely for the purpose of delivering the services. The client is responsible for ensuring that it has the rights needed to grant that licence.

9. Third Party Components

The services may include the configuration or integration of third party software, cloud platforms, hardware and services. Those components are governed by the terms of the relevant provider, and the client is responsible for accepting and complying with those terms.

The Company is not responsible for a failure, a change, a price increase, a deprecation or a discontinuation of a third party component. Where a provider change affects an engagement, the Company notifies the client and proposes a route forward, which may require a change request.

The client is responsible for the fees charged by third party providers unless the statement of work expressly provides that the Company will resell or pay for those services. The Company does not warrant the availability or performance of a third party service.

10. Confidentiality

Each party agrees to keep confidential the non public information of the other party that it receives in connection with an engagement. Confidential information may be used only for the purpose of the engagement and may be disclosed only to personnel and advisers who need to know it and who are bound by confidentiality obligations.

Confidential information does not include information that is or becomes public through no breach of these terms, that was already lawfully known to the receiving party, that is received lawfully from a third party without a duty of confidence or that is independently developed without reference to the confidential information.

A party may disclose confidential information where required by law, by a court order or by a regulator, provided that, where permitted, it gives the other party prompt notice so that protective measures can be sought. The obligation of confidentiality continues for a period of five years after the end of the engagement, and indefinitely for trade secrets and personal information.

11. Data Protection and Processing

Where the Company processes personal information on behalf of a client, the Company acts as a processor and the client acts as a controller. The Company processes personal information only on the documented instructions of the client and only for the purposes of the engagement.

The Company applies the security measures described in the Privacy Policy, assists the client in responding to requests from individuals and notifies the client without undue delay if it becomes aware of a personal data breach affecting client information. The Company returns or deletes client personal information at the end of the engagement in line with the contract and applicable law.

Where a client engagement involves a transfer of personal information across borders, the parties agree the safeguards that apply, which may include standard contractual clauses. Further detail is provided in the Privacy Policy published on the website.

12. Warranties and Disclaimers

The Company warrants that the services are performed with reasonable skill and care by suitably qualified personnel and in accordance with the statement of work. The Company warrants that it has the authority to enter into the engagement and that it will comply with the laws applicable to its own business.

Except as expressly stated, the services and the website content are provided on an as available basis without additional warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non infringement. The Company does not warrant that the website will be uninterrupted, error free or free of harmful components, or that defects in the website will be corrected.

Corrections, enhancements and support after acceptance are provided through the agreed support terms, which may be set out in the statement of work or in a separate managed service agreement. The Company does not warrant that a system will be free of all vulnerabilities or that every security risk can be eliminated.

13. Limitation of Liability

To the maximum extent permitted by law, the Company is not liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill or loss of data, arising out of or in connection with the website or the services, even if the Company has been advised of the possibility of such damages.

To the maximum extent permitted by law, the total aggregate liability of the Company arising out of or in connection with the website or an engagement is limited to the total fees paid by the client to the Company under the relevant statement of work during the twelve months preceding the event giving rise to the claim.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that applicable law does not permit to be excluded. Some jurisdictions do not allow certain exclusions, and in those jurisdictions the exclusions apply to the fullest extent permitted.

14. Indemnification

The client agrees to indemnify and hold harmless the Company, its members, employees and contractors against claims, losses, liabilities and reasonable expenses arising from the client materials, from the client use of a deliverable in breach of these terms, from the client failure to obtain a required consent or licence, or from the client breach of applicable law.

The Company agrees to indemnify and hold harmless the client against claims that a custom deliverable created by the Company infringes the intellectual property rights of a third party, provided that the client promptly notifies the Company, allows the Company to control the defence and does not settle the claim without the Company consent.

If an infringement claim is made or is likely, the Company may obtain the right for the client to continue using the deliverable, may modify the deliverable so that it is no longer infringing while preserving its function, or may replace the deliverable with an equivalent. Where none of those options is reasonably available, the Company may terminate the affected portion of the engagement and refund the fees paid for it on a pro rata basis.

15. Term, Suspension and Termination

These terms apply for as long as the website is used or an engagement is in progress. A statement of work continues for the term stated in it or until the work is complete, whichever is later.

Either party may terminate an engagement for material breach if the breach is not remedied within fourteen days of written notice. Either party may terminate immediately if the other party becomes insolvent, enters administration or ceases to carry on business. The client may terminate for convenience on thirty days written notice, in which case the client pays for work performed, commitments made and non cancellable costs incurred up to the date of termination.

The Company may suspend services if an invoice remains unpaid beyond the due date, if a security risk requires immediate action or if continued work would breach a law or a professional obligation. Where services are suspended, the Company states the reason and the conditions for resumption.

On termination, the Company provides a handover that includes the current deliverables, documentation and access returned, and returns or deletes client information in line with the contract and applicable law. Clauses that by their nature should survive termination continue in effect, including confidentiality, intellectual property, liability, indemnity and governing law.

16. Website Use and Acceptable Conduct

The website is provided for lawful purposes only. You agree not to use the website to transmit unlawful, harmful, defamatory or infringing material, to attempt to gain unauthorized access to any system, to interfere with the operation of the website or to introduce a virus or other harmful component.

You agree not to scrape, harvest or systematically extract content or contact information from the website for the purpose of unsolicited marketing, and not to use automated tools in a way that places an unreasonable load on the website. The Company may restrict access where it detects abuse.

The Company may change, suspend or discontinue any part of the website at any time without notice. The Company does not guarantee the availability of the website and is not liable for any loss arising from its unavailability.

17. Website Content and Intellectual Property

The website content, including text, structure, layout, graphics and code, is owned by TOOJMAC LLC or used under licence and is protected by intellectual property laws. You may view and print pages for your own reference and may quote short extracts with attribution, but you may not reproduce, distribute, modify or create derivative works from the website content for commercial purposes without written permission.

The trademarks, trade names, logos and service marks of the Company may not be used without prior written consent, except for the purpose of accurately referring to the Company or its services. Other product and company names mentioned on the website are the property of their respective owners.

Any feedback, suggestion or idea you provide about the website or the services may be used by the Company without restriction or obligation, provided that the Company does not disclose the identity of the source without permission.

18. Subcontractors and Personnel

The Company may engage subcontractors to perform part of an engagement. The Company remains responsible to the client for the performance of its subcontractors and requires each subcontractor to accept confidentiality and data protection obligations that are consistent with these terms.

The Company may assign personnel to an engagement and may change personnel where necessary, provided that the change does not materially reduce the quality of the service. The client may raise a reasonable objection to a named individual, and the Company will consider the objection and propose an alternative where one is available.

Nothing in these terms creates an employment relationship between the client and the personnel of the Company, and nothing creates a partnership, joint venture or agency relationship between the parties.

19. Insurance and Compliance

The Company maintains insurance appropriate to the nature of its business, which may include professional indemnity, public liability and cyber liability cover. Evidence of cover is available on reasonable request and is subject to the terms of the relevant policy.

Each party agrees to comply with the laws and regulations applicable to its own activities in connection with the engagement, including laws relating to data protection, anti bribery, sanctions and export control. The client is responsible for compliance in its own sector and jurisdiction.

The Company maintains records needed to demonstrate compliance with its obligations and cooperates with reasonable audit requests from the client, subject to confidentiality, scheduling and the protection of the Company other clients and systems.

20. 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, epidemic, war, civil unrest, government action, failure of a public network or power supply, or an act or omission of a third party provider.

The affected party notifies the other party promptly and uses reasonable efforts to mitigate the effect of the event. If the event continues for more than thirty days, either party may terminate the affected portion of the engagement on written notice, and the client pays for work performed up to the date of termination.

Force majeure does not excuse an obligation to pay an amount that was already due before the event began.

21. Governing Law and Dispute Resolution

These terms and any dispute arising out of or in connection with them or with an engagement 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.

The parties agree to attempt to resolve a dispute through good faith negotiation before commencing proceedings. If negotiation does not resolve the matter within thirty days, the parties may agree to mediation. If mediation is not used or does not resolve the matter, the dispute is brought before the state or federal courts located in Utah, and each party consents to the jurisdiction of those courts.

Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief in a court of competent jurisdiction to protect its confidential information or intellectual property.

22. General Provisions

These terms, together with the Privacy Policy and any accepted statement of work, constitute the entire agreement between the parties on the subject matter and supersede any prior understanding or representation, whether written or oral. A statement of work signed by both parties takes precedence over these terms to the extent of any conflict.

If a provision of these terms is held to be invalid or unenforceable, the remaining provisions continue in full force and the invalid provision is replaced by a valid provision that reflects the original intent as closely as the law allows. A failure to enforce a provision is not a waiver of that provision or of any other.

The client may not assign or transfer an engagement without the written consent of the Company. The Company may assign an engagement to an affiliate or in connection with a merger or sale of assets, provided that the assignee assumes the obligations of the Company. Notices under these terms are given in writing to the addresses published on the website or recorded in the statement of work.

Nothing in these terms confers a right on a person who is not a party to them. The headings are for convenience only and do not affect interpretation. These terms are written in English and the English version prevails over any translation.

23. Contact Information

Questions about these Terms of Service should be directed to TOOJMAC LLC using the details below. The Company aims to answer every enquiry promptly.

• Company: TOOJMAC LLC
• Address: 11901 S Elm Ridge Rd, Sandy - 84094-5666, United States (US)
• Email: concierge@toojmac.lat
• Phone: +17866657335
• Website: https://www.toojmac.lat

Please include a clear description of the matter and the engagement it relates to so that the enquiry can be routed to the right member of the team.