A Cloud Of Witnesses LLC — CloudWitness studio
9690 S 700 E, Sandy - 84070-3565, United States (US)
Return to the homepageThese Terms of Service govern the use of the website at cloudwitness.mom and the engagement of services from A Cloud Of Witnesses LLC, a computer systems design company that also operates under the developer name CloudWitness. By using the website or by engaging the company, a person or organisation agrees to be bound by these terms. A person who does not agree should not use the website and should not engage the services.
Where a signed written agreement exists between the company and a client, that agreement controls for the work it covers, and these terms apply only to the extent that the written agreement is silent. These terms are intended to create a clear and fair framework for professional engineering work, not to place hidden burdens on either side.
By accessing the website, a visitor accepts that the content is provided for general information and that no professional relationship is created by reading it or by sending a preliminary enquiry. A professional relationship begins only when the parties sign a proposal or otherwise agree in writing on a defined scope of work.
For the purposes of these terms, the following definitions apply. The company means A Cloud Of Witnesses LLC, located at 9690 S 700 E, Sandy - 84070-3565, United States (US). The client means the person or organisation that engages the company. The website means the pages served under the cloudwitness.mom domain. Services means the observation system design, integration, recording, analytics, archival and dashboard work described on the website or in a proposal. Deliverable means any document, configuration, software, drawing or installed system provided by the company. Observation system means the arrangement of sensors, networks, recording devices, storage and operator interfaces designed for a client.
CloudWitness means the developer and engineering practice operated by the company. Stewardship means the ongoing monitoring, tuning and review activity performed after a system is commissioned. Proposal means the written document that sets out scope, assumptions, schedule, fee and acceptance criteria. Acceptance means the written confirmation by the client that a deliverable meets the stated criteria, or the passing of the review period described in the proposal without a written list of outstanding items.
The website and the services are intended for business and professional users. A person must be at least the age of legal majority in the applicable jurisdiction and must have authority to bind any organisation on whose behalf that person acts. By submitting a brief, a person confirms that the information provided is accurate and that the person is entitled to share it.
The company may decline an engagement where the proposed work would be unlawful, unsafe or inconsistent with the professional standards the company applies to its practice.
A visitor may view the website, read its content and use the contact form to send a genuine professional enquiry. A visitor may print or save a copy of a page for personal reference. Any other use requires the prior written permission of the company.
The website is provided for information only. Descriptions of services illustrate the type of work the company performs, but they do not constitute an offer, a warranty or a promise of a specific result. A binding commitment arises only from a signed proposal or agreement.
A visitor must not attempt to gain unauthorised access to the website, its servers or any connected system. A visitor must not interfere with the operation of the website through automated requests, denial of service activity, malware or any other disruptive means. A visitor must not scrape, copy or republish substantial portions of the content without permission, and must not misrepresent the company or its services.
A visitor must not use the contact form to send unlawful, misleading, abusive or unsolicited commercial material. The company may block access and may report serious misconduct to the relevant authorities.
The company designs and integrates computer integrated observation systems. The work may include observation network integration, sensor telemetry pipelines, event recording systems, edge analytics deployments, archive and audit trails, and dashboard and alarm builds, together with the survey, architecture, commissioning and stewardship activity that supports them. The exact scope for a client is set out in a written proposal or agreement.
Anything not expressly listed in a proposal is outside the scope of the engagement. Where a client requests additional work, the company will describe the effect on cost and schedule before the work begins.
The company performs its work with the skill and care expected of a competent professional practice in computer systems design. It does not promise a particular business outcome, because the value of an observation system depends on how the client uses the evidence it produces. The company does promise to follow its documented method, to disclose risks it discovers, and to tell the client plainly when a proposed requirement cannot be met within the agreed budget or timeline.
Where a requirement lies outside the company competence, such as civil engineering, licensed electrical work or legal advice, the company will say so and will work alongside a suitably qualified party while remaining accountable for the integration it performs.
The company prepares proposals after a survey and a discussion of requirements. A proposal states the scope, the assumptions, the schedule, the fee and the acceptance criteria. A proposal remains open for the period stated in it, after which the company may revise it to reflect changes in equipment availability or cost.
An engagement begins when the client accepts the proposal in writing or issues a purchase order that the company accepts. Verbal instruction may authorise urgent safety work, but it does not replace the written record, and the company will confirm the instruction in writing afterwards.
Fees are stated in the proposal and may be fixed, time based or a combination of both. Unless the proposal states otherwise, invoices are issued at agreed milestones and are payable within thirty days of the invoice date. Travel, equipment and third party licence costs are charged as described in the proposal or at cost where the proposal indicates a pass through arrangement.
Overdue amounts may attract interest at the rate stated in the proposal or, where none is stated, at the maximum rate permitted by applicable law. The client is responsible for applicable taxes except for taxes based on the income of the company.
Where the scope changes during delivery, the company will issue a written change note describing the additional work, the revised fee and any effect on the schedule. Work on a change begins only after the client approves the change note, unless the change is needed to prevent harm or to preserve the integrity of the observation system, in which case the company will act and will inform the client immediately.
Equipment supplied by the company is invoiced at the price in the proposal. Where a manufacturer price changes materially before purchase, the company will seek the client agreement before proceeding, and the client may cancel that part of the order without penalty.
The client agrees to provide accurate information about the site and its requirements, to nominate a project contact with authority to make decisions, to obtain any permissions needed for the work, and to respond to requests for information within a reasonable time. The client also agrees to ensure that any personal information supplied to the company has been collected and shared lawfully.
Delays caused by missing information, unavailable access or late decisions may affect the schedule. Where such delays occur, the company will record them and may adjust the schedule and, where appropriate, the fee.
The client agrees to provide safe and timely access to the areas where work will be performed, together with any induction, escort or permit that the site requires. The client will disclose known hazards, including electrical, chemical, height and confined space risks, before the company arrives.
The company will follow the safety rules of the site and will stop work if conditions become unsafe. The company may remove a team member from a site where conduct or conditions create an unacceptable risk, and it will explain the decision and propose a way forward.
The company may supply or integrate equipment manufactured by third parties. Such equipment is covered by the warranty of its manufacturer, and the company will pass the benefit of that warranty to the client where it can. The company is not the manufacturer and does not extend its own warranty over third party hardware, although it will assist the client in making a claim.
Licences for third party software remain subject to the terms of the relevant vendor. The client is responsible for complying with those terms, including any limit on the number of devices or users.
All content on the website, including text, layout, drawings, styling and code, is owned by the company or used with permission and is protected by copyright and related rights. No licence is granted except the limited permission to view the website and to send a professional enquiry.
For client engagements, the company retains ownership of its background methods, tools and reusable components, and grants the client a licence to use them to the extent they are embedded in a deliverable. The client owns the physical equipment it purchases and the site specific drawings and records prepared for it, subject to payment of the agreed fees. Software written specifically for a client may be assigned to the client where the proposal states an assignment.
Each deliverable is verified against the acceptance criteria in the proposal. The client is invited to a walkthrough at which the company demonstrates that each signal path and configuration meets the brief. The client then confirms acceptance in writing or lists the specific items that remain outstanding.
Where the client does not respond within the period stated in the proposal, the deliverable is treated as accepted so that the project can move forward and the warranty period can begin. Outstanding items, if any, are handled under the warranty and support provisions.
The company warrants that its workmanship and configuration will conform to the proposal and will be free from defects for the warranty period stated in the proposal, normally twelve months from acceptance. During that period the company will correct a defect in its work at no additional labour charge.
The warranty does not cover damage from accident, misuse, unauthorised modification, power disturbance, environmental extremes beyond the specification, or the failure of third party equipment. Where a fault is traced to such a cause, the company will explain the finding and may correct it under a separate order.
After acceptance, the company offers stewardship arrangements that keep the observation system healthy. Stewardship may include health monitoring, threshold tuning, archive rotation, software updates and periodic evidence review. The scope, response times and fees for stewardship are set out in a separate schedule.
Where no stewardship arrangement is in place, the company will still respond to a reported fault within a reasonable time and will provide assistance under a time and materials order.
Each party agrees to keep confidential the non public information of the other party that it receives in the course of the engagement. This includes site drawings, network details, business plans, pricing and any personal information. Confidential information may be used only for the purpose of the engagement and may be shared only with team members and providers who need it and who are bound to protect it.
Confidentiality does not apply to information that is already public, that is independently developed, that is received lawfully from a third party, or that must be disclosed by law. Where disclosure is required by law, the party required to disclose will give prompt notice where it is permitted to do so.
To the fullest extent permitted by law, the company is not liable for indirect, incidental, special, consequential or punitive damages, nor for lost profits, lost data or business interruption, even if it was advised that such loss was possible. The observation systems designed by the company support the decisions of the client, and the client remains responsible for the operational and legal consequences of those decisions.
The total liability of the company for any claim arising from an engagement is limited to the fees paid by the client for the specific deliverable that gives rise to the claim. Nothing in these terms limits liability that cannot be limited by law, including liability for fraud or for death or personal injury caused by negligence.
The client agrees to indemnify the company against claims, losses and costs that arise from the client site, from information the client supplies, from the use of the observation system by the client or its operators, or from the client breach of these terms. The company agrees to indemnify the client against claims that its own work infringes the intellectual property of a third party, provided the client promptly notifies the company and allows the company to control the defence.
Either party may terminate an engagement for material breach that is not corrected within thirty days of written notice. Either party may terminate for convenience on thirty days of written notice, in which case the client pays for work performed and for non cancellable commitments reasonably incurred up to the termination date.
On termination the company will hand over the site specific records that the client has paid for, will remove its own tools and materials, and will return or delete confidential information as the other party directs. Provisions that by their nature survive termination, including confidentiality, intellectual property and limitation of liability, remain in force.
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 submit to the exclusive jurisdiction of the courts located in the State of Utah for any dispute that cannot be resolved by good faith discussion.
Before starting formal proceedings, the parties agree to meet and attempt to resolve the dispute in good faith. Where a dispute concerns the technical quality of a deliverable, the parties may jointly appoint an independent expert whose findings will inform the discussion.
The company may update these terms to reflect changes in its services, its practices or the law. A material change will be marked by a revised effective date and, where appropriate, a notice on the website. The terms that apply to a client engagement are those in force on the date the proposal is accepted, unless the parties agree otherwise in writing.
A person who continues to use the website after an update confirms that the revised terms have been reviewed. A client with a signed agreement should rely on that agreement for its engagement.
Questions about these terms should be addressed to A Cloud Of Witnesses LLC at the following details. Postal address: 9690 S 700 E, Sandy - 84070-3565, United States (US). Email address: contact@cloudwitness.mom. Telephone: +13078883786. The studio welcomes the opportunity to clarify any point before an engagement begins.