Terms Of Service

1. Acceptance Of These Terms

By accessing this website, by requesting a proposal, or by signing a statement of work with GODFREY PROOF GIVEAWAY, LLC, you confirm that you accept these Terms Of Service and agree to comply with them. If you do not accept these terms, you must not use the website and you should not engage the company. Where a signed agreement conflicts with these terms, the signed agreement controls for the work it covers, and these terms fill any gap that the agreement leaves open.

These terms apply to every visitor and to every client, whether the engagement is a single assessment or a long running managed service. They also apply to any person who accesses this website on behalf of an organisation, and that person confirms that the organisation accepts these terms as well.

2. Definitions

In these terms, the words below carry the meanings given here. The Company means GODFREY PROOF GIVEAWAY, LLC. The Client means the person or organisation that engages the Company. The Website means the pages published at godfreyproof.lol. Deliverables means the software, documentation, configurations and reports that the Company produces for the Client. Engagement means the work described in a proposal or statement of work. Confidential Information means non public information disclosed by either party in connection with an engagement. Personal Data means information relating to an identified or identifiable individual.

3. Eligibility And Authority

You may use this website if you are at least eighteen years old and legally able to enter into a binding contract. If you act for an organisation, you confirm that you hold the authority to bind that organisation to these terms and to any engagement you approve. The Company reserves the right to decline any request, to close an account, or to discontinue a conversation where it appears that the person making contact lacks authority, is attempting fraud, or is using the website in a manner that these terms forbid.

4. Services Provided

The Company provides computer integrated systems design and related professional services. These services include enterprise systems integration, custom software engineering, cloud infrastructure design, cybersecurity assessment, data platform engineering and managed information technology support. A description of each service is published on the services page of this website and may be refined in a proposal.

The Company performs services with reasonable skill and care and in accordance with the standards of the profession. Unless a proposal states otherwise, services are advisory and delivery based, and any estimate of duration, effort or outcome is a good faith forecast rather than a guaranteed result. The Company may subcontract part of an engagement to a trusted specialist, but it remains responsible to the Client for the quality of the work performed.

5. Proposals And Agreements

A proposal issued by the Company describes the scope, the approach, the assumptions, the schedule and the fees for a defined engagement. A proposal remains open for the period stated on its face, and after that period it may be revised. An engagement begins when the Client accepts a proposal in writing or when both parties sign a statement of work. Email confirmation from an authorised representative is a valid acceptance.

Only the scope described in an accepted proposal is included in the quoted fee. Anything outside that scope is handled through the change process described below. Where a proposal is silent on a matter, the Company and the Client will agree the treatment in writing before the affected work proceeds.

6. Client Responsibilities

The Client agrees to provide accurate information about its systems, timely access to the people and environments needed for the work, and a named point of contact who can approve decisions. The Client is responsible for obtaining any licence, consent or authorisation required for the Company to access a system, and for ensuring that the Company is permitted to process any data that the engagement requires. Delays caused by missing access, unresponsive approvals or incorrect information may extend the schedule and may require a change to the fee.

The Client also agrees to keep its own copies of any source code, configuration or data that the Company provides, and to maintain adequate backups of systems that the Company does not manage. The Company cannot be responsible for loss that results from the Client failing to meet these responsibilities.

7. Fees And Payment

Fees are stated in the accepted proposal and are payable in the currency and within the period stated there. Unless the proposal states otherwise, invoices are issued monthly for time and materials work and at defined milestones for fixed price work, and payment is due within thirty days of the invoice date. The Company may suspend work where an undisputed invoice remains unpaid beyond the agreed period, and it will give written notice before suspending.

Amounts that remain unpaid after the due date may attract a late charge at the rate stated in the proposal or, where no rate is stated, at the maximum rate permitted by law. The Client is responsible for bank charges and currency conversion costs connected with a payment. The Company does not store card details on this website, and payment methods are agreed directly with the Client.

8. Taxes

Fees stated in a proposal are exclusive of applicable taxes unless the proposal expressly says otherwise. The Client is responsible for any sales, use, value added, withholding or similar tax that applies to the engagement, other than tax on the Company net income. Where the law requires the Company to collect a tax, it will add the amount to the invoice and remit it to the relevant authority.

9. Scheduling And Access

The Company will agree a schedule with the Client and will use reasonable efforts to meet it. Scheduled maintenance and production changes are normally performed outside the Client core business hours unless the Client requests otherwise in writing. Where remote access is required, the Client provides a secure method of access and revokes it when the engagement ends. Where a physical visit is required, the Client provides a safe working environment and any site specific induction that applies.

10. Change Control

Either party may request a change to an engagement. A change request describes the proposed alteration, the reason for it and the effect it is expected to have on scope, schedule and fee. The Company will assess the request and issue a written variation for approval. Work on the variation begins only after the Client approves it in writing. Until a variation is approved, the original scope continues to apply and the Company is not obliged to perform the additional work.

This process protects both parties. It keeps the record clear, it prevents surprise invoices, and it means that an urgent change can be approved quickly without losing the definition of what was originally agreed.

11. Intellectual Property

Upon full payment of the fees for an engagement, the Company assigns to the Client the copyright in the custom Deliverables created specifically for that engagement, excluding the pre existing materials described in the next section and excluding third party components that are governed by their own licences. Until payment is complete, the Company retains all rights in the Deliverables and grants the Client a limited licence to use them only as necessary to review the work.

The Client grants the Company a licence to use the Client name and a general description of the engagement for the purpose of a reference, unless the Client asks in writing that the engagement remain confidential. The Company will honour such a request and will not publish a reference without consent.

12. Pre Existing Materials And Tools

The Company retains ownership of its pre existing materials, which include general purpose libraries, templates, scripts, methods, know how and tools that it developed before or independently of the engagement. Where such materials are embedded in a Deliverable, the Company grants the Client a perpetual, non exclusive, worldwide licence to use them as part of that Deliverable. This licence allows the Client to operate and maintain the Deliverable, but it does not permit the Client to resell the materials as a standalone product.

Open source components used in a Deliverable remain governed by their respective licences, and the Company will identify any component whose licence imposes a material obligation on the Client. The Client is responsible for complying with those licences after delivery.

13. Confidentiality

Each party agrees to keep the other party Confidential Information private, to use it only for the purpose of the engagement, and to protect it with at least the degree of care that it applies to its own confidential information. These obligations do not apply to information that is already public through no fault of the receiving party, that the receiving party developed independently, or that the receiving party must disclose under law or court order, provided that it gives prompt notice where lawful so that the other party may seek protection.

The confidentiality obligation continues for a period of three years after the engagement ends, and it continues indefinitely for trade secrets and for information that is confidential by its nature. On request, each party will return or destroy the other party Confidential Information, except for archival copies that must be retained to comply with law or professional standards.

14. Data Protection

Where the Company processes Personal Data on behalf of the Client, the Company acts as a processor and the Client acts as the controller. The Company will process such data only on the documented instructions of the Client, will implement appropriate technical and organisational measures to protect it, will assist the Client with requests from individuals, and will notify the Client without undue delay if it becomes aware of a breach. The Company will impose equivalent obligations on any subprocessor it uses.

Where the Company processes Personal Data as a controller, for example when handling a website enquiry, the Privacy Policy published on this website explains the practice and the rights available to individuals. The Company will not sell Personal Data and will not transfer it to a third country without safeguards consistent with applicable law.

15. Warranties

The Company warrants that the services will be performed in a professional and workmanlike manner and that the Deliverables will materially conform to the specification agreed for a period of ninety days after acceptance. If a Deliverable fails to conform during that period, the Company will repair it at no additional charge, provided that the failure is not caused by a modification that the Client or a third party made without the Company consent.

This warranty is the Client exclusive remedy for a defect in a Deliverable, and it replaces all other warranties relating to the Deliverables, whether express or implied, to the fullest extent that the law permits.

16. Disclaimer

Except for the warranties stated above, the services and this website are provided on an as available basis without further warranty of any kind, whether express, implied or statutory. The Company specifically disclaims any implied warranty of merchantability, fitness for a particular purpose and non infringement. The Company does not warrant that the website will be uninterrupted, that it will be free of harmful code, or that any information on it is complete or current at every moment.

Security assessment is a point in time activity and no assessment can guarantee that a system is free from every vulnerability. The Client understands that security is a continuing process and that the Company cannot promise an outcome that no professional can promise.

17. Limitation Of Liability

To the maximum extent permitted by law, the Company will not be liable for indirect, incidental, special, consequential or punitive damages, nor for lost profits, lost revenue, lost data or business interruption, even if it has been advised of the possibility of such loss. The total aggregate liability of the Company arising out of or relating to an engagement will not exceed the total fees actually paid by the Client to the Company for the affected engagement in the twelve months preceding the event that gave rise to the claim.

Nothing in these terms limits liability that cannot be limited by law, including liability for fraud, for wilful misconduct, or for death or personal injury caused by negligence where such limitation is prohibited. The limitations in this section apply notwithstanding any failure of essential purpose of any limited remedy.

18. Indemnity

The Client agrees to indemnify and hold harmless the Company from claims, losses, liabilities and reasonable expenses arising from information or materials that the Client supplies, from the Client use of a Deliverable in a manner that the specification does not contemplate, or from the Client failure to obtain a licence or consent required for the engagement. The Company agrees to indemnify and hold harmless the Client from third party claims that a custom Deliverable prepared solely by the Company infringes a United States copyright, provided that the Client promptly notifies the Company of the claim and allows the Company to direct the defence.

The party seeking indemnity must give the other party prompt written notice of the claim, must not admit liability without consent, and must provide reasonable assistance in the defence. This section survives the end of the engagement.

19. Term And Termination

An engagement continues for the period stated in the accepted proposal or until completion of the work. Either party may terminate an engagement for convenience with thirty days written notice, and either party may terminate immediately for a material breach that remains uncured fourteen days after written notice. On termination, the Client pays for all work performed and all expenses properly incurred up to the effective date, and the Company delivers the work product produced to that date in the state it then exists.

Sections that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability and governing law, continue in force after the engagement ends.

20. Acceptable Use Of The Website

You agree to use this website lawfully and respectfully. You must not attempt to gain unauthorised access to any part of the website, introduce malicious code, probe the infrastructure without written permission, scrape content at a rate that degrades service for others, or use the content in a way that infringes the rights of the Company or of a third party. The Company may block access where it reasonably believes that a request threatens the security or availability of the service.

The content of this website is provided for general information. It does not constitute a binding offer, and it does not create a professional relationship on its own. Reliance on any page is at your own risk, and you should obtain specific advice before acting on a general statement.

21. Third Party Materials And Links

This website may refer to or link to third party products, standards and websites. Those references are provided for convenience, and the Company does not control the content, terms or privacy practices of a third party. A reference is not an endorsement, and the Company is not responsible for loss caused by a third party product or service. Where an engagement incorporates a third party component, the Client is bound by the licence of that component.

22. Governing Law And Disputes

These terms and any engagement between the parties are governed by the laws of the State of Utah, United States, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah, and each party waives any objection to venue in those courts.

Before commencing a proceeding, the parties will attempt in good faith to resolve a dispute through direct discussion between senior representatives. If discussion does not resolve the matter within thirty days, either party may proceed. Nothing in this section prevents a party from seeking urgent injunctive relief where necessary to protect its rights.

23. Changes To These Terms

The Company may update these Terms Of Service from time to time to reflect a change in the law, in its services or in its practice. The revised version is published on this page with a new effective date, and the changes apply to use of the website from that date and to engagements entered into after that date. An existing engagement continues under the terms in force when the engagement began unless both parties agree otherwise in writing.

We encourage clients and visitors to review this page when they return to the site, because the current version is always the one that applies.

24. Contact Information

Questions about these Terms Of Service, a proposal or an active engagement are welcome. Write to respond@godfreyproof.lol, telephone +18048570096 during business hours from Monday to Friday, or send correspondence to the address below. A named member of the Company will respond, and where a question touches the interpretation of a signed agreement we will answer in writing so that the record remains clear.

These Terms Of Service were prepared by the developer name GodfreyProof on behalf of GODFREY PROOF GIVEAWAY, LLC and are maintained alongside the Privacy Policy published on this website.