1. Acceptance of These Terms

By accessing this website, submitting an enquiry or engaging CSD DIGITAL ENTERPRISES, LLC for services, you agree to be bound by these Terms of Service. If you do not agree with any part of these terms, you should not use the website and you should not engage the studio.

Where you accept these terms on behalf of an organisation, you confirm that you have the authority to bind that organisation. In that case, references to you include both you as an individual and the organisation you represent.

These terms work alongside any signed engagement agreement, statement of work or proposal that the parties execute. Where a signed agreement conflicts with these terms, the signed agreement takes precedence for that engagement.

2. Eligibility

This website and the services described on it are intended for businesses, public bodies and professional organisations. They are not intended for use by children or by consumers acting outside a trade or profession.

By using the website, you confirm that you are at least eighteen years of age and that you have the legal capacity to enter into a binding agreement. If you do not meet these requirements, you should not use the site.

We may decline to provide services to any person or organisation at our discretion, including where an engagement would conflict with our existing commitments, our professional obligations or applicable law.

3. Description of Services

CSD DIGITAL ENTERPRISES, LLC provides computer systems design, integration and advisory services. The core engagements are platform architecture and selection, systems integration engineering, data operations and pipelines, legacy modernization roadmaps, cloud cost and license review, and fractional CTO advisory.

The content published on this website is provided for general information. It does not constitute a proposal, a professional opinion or a guarantee of any particular outcome. A binding commitment arises only when both parties sign a written agreement or statement of work.

We may add, change or withdraw services over time. Where a change affects an engagement that is already underway, we will discuss the effect with the client and agree an appropriate variation in writing.

4. Permitted Use of the Website

You may view, download and print pages from this website for your own internal business use. You may not republish the content, sell it, modify it or present it as your own without written permission from CSD DIGITAL ENTERPRISES, LLC.

You agree not to misuse the website. Prohibited conduct includes attempting to gain unauthorised access to any part of the site or its underlying systems, introducing malicious code, scraping content at a volume that degrades the service, probing for vulnerabilities without written authorisation and using the site in a way that breaches applicable law.

We reserve the right to restrict or block access where we reasonably believe the website is being misused. We also reserve the right to suspend the site for maintenance or security reasons without notice.

5. Engagement Agreements

Every engagement is governed by a written agreement that describes the scope, the deliverables, the schedule, the fees and the assumptions on which the estimate is based. The agreement may take the form of a signed proposal, a statement of work or a master services agreement with one or more schedules.

Changes to scope are managed through a written change request. We assess the effect of the change on cost, time and risk, and the change takes effect only when the client approves it in writing. Work outside the agreed scope may be paused until a change request is approved.

Unless an agreement states otherwise, our obligations are obligations of means rather than of result, exercised with the reasonable skill and care expected of a competent professional practice in our field.

6. Client Responsibilities

A successful engagement depends on cooperation from the client. The client agrees to provide timely access to the systems, documentation, credentials, environments and people that the work requires.

The client is responsible for the accuracy of the information it supplies, for obtaining any authorisation needed to grant us access to third party systems, and for maintaining its own backups of data and configurations. We are not responsible for losses that arise from incomplete, delayed or inaccurate information supplied by the client.

The client nominates a single point of contact who is empowered to make decisions on scope and priorities. Delays caused by a lack of access or a lack of decisions may result in an adjustment to the schedule, and we will raise this in writing before it affects delivery.

7. Fees, Invoicing and Payment

Fees are set out in the applicable agreement. Depending on the engagement, fees may be expressed as a fixed price, a time and materials rate, a monthly retainer or a mixture of these models. Unless stated otherwise, fees are exclusive of applicable taxes, which are added where required by law.

Invoices are issued in accordance with the agreed schedule. Unless the agreement provides otherwise, invoices are payable within thirty days of the invoice date. Where payment is not made on time, we may charge interest at the rate permitted by applicable law and may suspend work on any engagement with the client that is affected by the overdue balance.

Amounts that are not disputed in good faith and in writing within fourteen days of an invoice remain payable. Where part of an invoice is disputed, the undisputed portion remains payable on the original due date.

8. Expenses and Third Party Costs

Reasonable travel and subsistence expenses incurred in the course of an engagement are reimbursed at cost against receipts, unless the agreement provides for a fixed allowance. Any travel is agreed in advance.

Third party costs such as software licences, cloud infrastructure, subscription fees and professional reports are the responsibility of the client unless the agreement states otherwise. Where we procure a third party service on behalf of the client, the client remains the contracting party and the licensee of record.

We will not incur a material third party cost without the prior written agreement of the client. Estimates of such costs are provided in good faith and may change where a vendor changes its own pricing.

9. Intellectual Property

All content on this website, including text, layout, graphics, code and the design of the site itself, is owned by CSD DIGITAL ENTERPRISES, LLC or is used with permission. The CSD Digital name, the studio identity and the visual treatment of this site are protected.

Nothing in these terms transfers ownership of our background intellectual property. Background intellectual property includes tools, templates, methods, know how and generic components that we developed before an engagement or independently of it, and that we may reuse across clients.

Where the website includes content supplied by a third party, that content remains the property of the third party and may be subject to additional terms. You may not remove any attribution notice from material obtained through this site.

10. Ownership of Deliverables

Upon full payment of the fees relating to a deliverable, the client receives ownership of the bespoke deliverables created specifically for that client, or a perpetual licence to use them, as set out in the engagement agreement.

We retain ownership of background intellectual property and grant the client a non exclusive, perpetual licence to use it where it is embedded in a deliverable, to the extent needed to operate and maintain that deliverable.

Open source components included in a deliverable remain subject to their own licences. We identify material open source components during delivery and provide the relevant licence information so that the client can comply with the applicable obligations.

11. Confidentiality

Each party may receive information that is confidential to the other. Confidential information includes technical designs, source code, system documentation, business plans, pricing and anything else that a reasonable person would regard as confidential given the circumstances of disclosure.

The receiving party agrees to use confidential information only for the purpose of the engagement, to protect it with at least the same care it applies to its own confidential information, and to limit access to those who need it. These obligations continue after the engagement ends.

Confidentiality obligations do not apply to information that is already public, that becomes public without a breach of duty, that was lawfully known before disclosure, that is independently developed without reference to the disclosed information, or that must be disclosed by law or by a valid order of a court or regulator. Where disclosure is compelled, the receiving party will give prompt notice where permitted.

12. Data Protection

Where we process personal information on behalf of a client, we do so on the instructions of the client and under the terms of a written data processing arrangement where one is required. The client remains responsible for the lawfulness of the information it provides and for the instructions it gives.

We apply technical and organisational measures designed to protect personal information against unauthorised access, alteration or loss. Where we engage a subprocessor, we require it to meet standards consistent with the commitments we have made to the client.

Our handling of information collected through this website is described in our Privacy Policy, which forms part of these terms by reference. A link to the Privacy Policy is provided in the footer of every page.

13. Warranties and Disclaimers

We warrant that the services will be performed with the reasonable skill and care expected of a competent professional practice in computer systems design. This is the principal warranty we give in relation to the work.

Except as expressly stated, the website and its content are provided on an as available basis without warranties of any kind, whether express, implied or statutory. To the fullest extent permitted by law, we disclaim implied warranties of merchantability, fitness for a particular purpose and non infringement.

We do not warrant that the website will be uninterrupted or error free, that defects will be corrected immediately, or that the site or the servers that deliver it are free from harmful components. We do not warrant any particular commercial outcome from an engagement, because outcomes depend on factors beyond our control.

14. Limitation of Liability

To the fullest extent permitted by law, CSD DIGITAL ENTERPRISES, LLC will not be liable for indirect, incidental, special, consequential or punitive damages, nor for loss of profit, loss of revenue, loss of business opportunity, loss of goodwill or loss of data, however arising and whether based in contract, tort, negligence or any other theory.

Where liability cannot be excluded, our aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by the client for the engagement in the twelve months preceding the event that gave rise to the claim.

Nothing in these terms limits liability that cannot lawfully be limited, including liability for fraud, for wilful misconduct or for death or personal injury caused by negligence where such limitation is prohibited by applicable law.

15. Indemnification

The client agrees to indemnify and hold harmless CSD DIGITAL ENTERPRISES, LLC, its members, employees and subcontractors against claims, losses, liabilities and reasonable costs arising from the client content or systems supplied to us, from instructions the client gives us, from the client breach of these terms or of an engagement agreement, or from the client use of a deliverable in a manner that is contrary to the accompanying documentation.

We agree to indemnify the client against claims that a bespoke deliverable we created infringes the intellectual property rights of a third party, provided that the client notifies us promptly, allows us to control the defence and does not settle the claim without our consent. This indemnity does not apply where the claim arises from content or materials supplied by the client or from modifications made by someone other than us.

Where an infringement claim arises, we may at our option procure the right for the client to continue using the deliverable, replace or modify it so that it no longer infringes, or terminate the affected part of the engagement and refund the fees paid for it on a pro rata basis.

16. Third Party Software and Services

Engagements frequently involve third party platforms and software. Those products are governed by their own licences and terms, and the client is responsible for complying with them.

We do not control third party providers and we are not responsible for their availability, performance, security or pricing. Where a third party changes or withdraws a product, we will work with the client on a reasonable alternative, but we are not liable for the consequences of that change.

Nothing in these terms grants the client rights in third party software beyond those granted by the relevant provider. Where the client needs a licence in its own name, we will identify that requirement during the engagement so that the client can procure it directly.

17. Term and Termination

These terms apply for as long as you use the website or maintain an engagement with us. An engagement agreement runs for the period stated in that agreement unless it is terminated earlier in accordance with its terms.

Either party may terminate an engagement for material breach if the breach is not remedied within thirty days of written notice describing the breach. We may suspend or terminate immediately where the client fails to pay an undisputed invoice after a further written reminder, where continuation would require us to act unlawfully, or where the client becomes insolvent.

Either party may terminate an engagement for convenience on the notice period stated in the agreement. Where no notice period is stated, sixty days written notice applies.

18. Effects of Termination

On termination, the client pays for work performed and expenses properly incurred up to the effective date of termination. We deliver the work products produced up to that date, together with the documentation needed to understand them.

Each party returns or destroys the other confidential information on request, subject to the right to retain a copy where required by law or by the internal policies of the party, and subject to reasonable archive retention for the purpose of demonstrating compliance.

Provisions that by their nature should survive termination continue to apply. These include confidentiality, intellectual property, payment obligations accrued before termination, limitation of liability, indemnification and governing law.

19. Non Solicitation

During an engagement and for twelve months after it ends, neither party will knowingly solicit for employment any individual directly involved in the engagement who is employed by the other party, without the written consent of that other party.

This restriction does not prevent either party from responding to a general public advertisement for a role, or from employing a person who applies on that basis without any direct solicitation. It also does not restrict the lawful movement of people on their own initiative.

Where a breach of this clause causes loss, the parties agree that damages may be difficult to quantify and that equitable relief may be an appropriate remedy, without prejudice to any other remedy available.

20. Force Majeure

Neither party is liable for a failure or delay in performing an obligation, other than an obligation to pay money, where the failure or delay is caused by an event beyond that party reasonable control.

Events of this kind include natural disasters, epidemic or pandemic conditions, war, civil unrest, industrial action, failure of public infrastructure, prolonged power or network outages, and acts of government that prevent performance. The affected party will notify the other promptly and will use reasonable efforts to resume performance.

If the event continues for more than sixty consecutive days and materially affects the engagement, either party may terminate the affected part of the engagement by written notice. Fees for work performed before termination remain payable.

21. Governing Law and Disputes

These terms and any engagement agreement are governed by the laws of the State of Utah and the applicable federal laws of the United States, without regard to conflict of law principles.

Before commencing proceedings, the parties agree to attempt to resolve any dispute through good faith discussion between senior representatives. If the dispute is not resolved within thirty days of written notice, the parties may pursue their remedies.

Subject to any mandatory provision of applicable law, the state and federal courts located in Utah have exclusive jurisdiction over any dispute arising out of or in connection with these terms or an engagement, and each party consents to the exercise of jurisdiction by those courts.

22. General Provisions

These terms, together with any engagement agreement and the Privacy Policy, form the entire agreement between the parties on the subjects they cover and replace any earlier discussion or representation on those subjects.

If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force. The invalid provision is modified to the minimum extent necessary to make it enforceable, and if that is not possible it is severed. A failure or delay in enforcing a right is not a waiver of that right.

Neither party may assign an engagement agreement without the written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, where the assignee assumes the obligations. We may engage subcontractors to perform part of an engagement, and we remain responsible for the work they perform. Notices are valid when sent to the email addresses the parties have exchanged for the engagement. Nothing in these terms creates a partnership, joint venture or employment relationship between the parties.

23. Contact Information

Questions about these Terms of Service should be sent to the studio. We aim to respond to legal enquiries within five business days.