Terms Of Service

1. Agreement To These Terms

These terms form a binding agreement between the person or organisation using the website or services, referred to in this document as the client, and PLRiverton, LLC, referred to as the company. The agreement takes effect when the website is used, when an enquiry is submitted, or when a statement of work is accepted, whichever happens first.

Where a client organisation accepts these terms, the individual accepting does so on behalf of that organisation and confirms that they have authority to bind it. Where a separate written agreement has been signed by both parties, that agreement prevails over these terms to the extent of any conflict, and these terms continue to apply to everything not covered by it.

These terms may be updated from time to time as described in section 22. The version in force at the time of an engagement governs that engagement, and a copy of any earlier version is available on request.

2. Definitions

The following defined terms are used throughout this document.

Headings are included for convenience and do not affect the interpretation of a clause. Words in the singular include the plural and the reverse applies. A reference to a statute includes any amendment or replacement of it.

3. Services Provided

PLRiverton, LLC provides computer integrated systems design and related technical services. The six service lines currently offered are systems integration programmes, custom software engineering, cloud infrastructure design, data platform engineering, cybersecurity assessment and managed IT support. Detailed descriptions appear on the services page, and those descriptions form part of these terms by reference.

The company may add, alter or retire a service line as the practice evolves. A service that has been agreed in a signed statement of work continues to be delivered on the terms agreed for it, even if the general description on the website later changes.

Unless a statement of work says otherwise, the company supplies its services on a professional services basis and does not act as an insurer, a guarantor of business outcomes or a substitute for the client own management of its operations. The company does not provide legal, tax or financial advice, and any regulatory interpretation mentioned in a deliverable is offered as technical context rather than professional advice.

4. How An Engagement Begins

An engagement normally begins with an enquiry through the website, by email or by telephone. The company then discusses the requirement and, where there appears to be a fit, proposes a bounded survey or discovery stage. The survey produces a written understanding of the current state and a recommendation, which becomes the basis of a statement of work.

No chargeable work is carried out until a statement of work has been agreed in writing by both parties. The statement of work records the scope, the deliverables, the fees, the assumptions, the client dependencies and the estimated timing. Where the parties agree a change, it is recorded in writing as described in section 7.

Correspondence exchanged before a statement of work is agreed does not create an obligation to proceed on either side. Either party may decide not to continue after the survey stage, and the client keeps the findings produced up to that point subject to payment of the agreed survey fee.

5. Client Responsibilities

The company depends on the client for information, access and decisions. Without them, even a well planned engagement will stall. The client agrees to:

• Provide accurate and complete information about its systems, requirements and constraints.
• Nominate a single point of contact who can make or obtain decisions within a reasonable time.
• Supply access, credentials, equipment and environments needed to perform the work, lawfully and promptly.
• Obtain any consent or licence required for the company to access and process the client systems and data.
• Keep its own backups of critical data before any change is made, unless a statement of work expressly places that duty on the company.
• Review and respond to deliverables, questions and approval requests within the agreed period.
• Ensure that its use of a deliverable complies with the law that applies to it.

Where the client fails to meet a responsibility and this causes delay or additional work, the company may adjust the timing and charge for the additional effort at its standard rates, after notifying the client of the cause and the likely effect.

6. Fees, Invoicing And Payment

Fees for an engagement are set out in the statement of work. Depending on the engagement they may be a fixed price for a defined scope, a time and materials rate for open ended work, a retainer for ongoing support, or a combination of these. Rates quoted exclude taxes unless stated otherwise, and the client is responsible for any tax that applies to the supply.

Invoices are issued according to the schedule in the statement of work, commonly in advance for a survey stage and then at agreed milestones or monthly for longer work. Payment is due within the period stated on the invoice, which unless otherwise agreed is 14 days from the date of issue. Where a payment is overdue, the company may suspend work after giving written notice and may charge interest on the outstanding amount at the rate permitted by law.

The client is responsible for costs that are expressly identified in the statement of work as pass through, such as cloud subscriptions, licence fees or hardware purchased on the client behalf. Where the company incurs such a cost, it is reimbursed at the amount actually paid and supported by a receipt.

Fees quoted for future stages may be revised if the assumptions on which they were based prove incorrect. In that case the company explains the cause before any revised fee is charged, and no revised fee applies without agreement in writing.

7. Changes To Scope

Every engagement has a defined scope, and work that falls outside it is a change. A change may be needed because the client requirement develops, because a discovered fact alters the engineering approach, or because a dependency behaves unexpectedly. The company will raise a change as soon as it becomes apparent rather than absorbing it silently and surprising the client later.

A change is recorded in a written change note describing what is added, removed or altered, the effect on fees and the effect on timing. Work on the change begins once the client approves the change note. Where a change is urgent and approval cannot be obtained in advance, the company may act to protect a live system and will seek retrospective approval promptly afterwards.

Where the client asks the company to proceed with a change without a written note, the company may confirm the change by email and proceed on the basis of that confirmation. The absence of a formal document does not remove the client obligation to pay for change work that was requested and performed.

8. Timelines And Dependencies

Timelines in a statement of work are estimates prepared in good faith on the basis of the information available. They depend on the client meeting its responsibilities, on third party services performing as documented, and on the discovery of no material fact that changes the engineering approach.

Where a dependency fails or a material fact emerges, the company notifies the client promptly and proposes a revised timeline. A delay caused by the client, such as late access or a slow decision, extends the timeline by at least the period of the delay, and the company may need to reschedule work already planned in order to avoid idle time.

Dates described as target dates are not guarantees, and no contractual penalty attaches to a missed target date unless the statement of work says expressly that it does. The company does commit to telling the client as soon as it believes a date is at risk, because a late warning is worse than a revised plan.

9. Acceptance Of Deliverables

Where a statement of work provides for acceptance testing, the client reviews each deliverable against the acceptance criteria recorded in that statement and responds within the agreed period. If the client does not respond within that period, the deliverable is treated as accepted so that work can continue.

If the client identifies a genuine failure to meet the acceptance criteria, it states the failure in writing and the company corrects it within a reasonable time and resubmits the deliverable for review. A matter of preference that was not part of the agreed criteria is treated as a change request rather than a defect.

Once a deliverable is accepted, or deemed accepted, it becomes the client responsibility to operate it in accordance with the documentation supplied. Any support for the accepted deliverable is provided under the support arrangements described in section 14 or under a separate support agreement.

10. Intellectual Property

Upon full payment of the fees for an engagement, the company assigns to the client the copyright in bespoke deliverables created specifically for that client, excluding third party components and the company pre-existing materials. The client may use, modify and maintain those deliverables for its own business purposes.

The company retains ownership of its pre-existing materials, including general purpose libraries, tools, templates, methods and know how, whether created 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, without a right to distribute them separately.

The company also retains the right to describe the engagement in general terms in its own records and, with the client written consent, as a reference. No client confidential information is disclosed in any such description. Third party components are governed by their own licences, which are identified in the deliverable documentation.

11. Client Materials And Data

The client retains all rights in the materials and data it supplies. The client grants the company a licence to use those materials only as needed to perform the engagement and for no other purpose. That licence ends when the engagement ends, except where a longer period is required to comply with law or to complete an agreed handover.

The company treats client data as confidential and applies the security controls described in its privacy policy. Where an engagement involves personal information, the privacy policy and the written terms of the engagement together govern the processing. The company does not mine client data, does not use it to train general models, and does not share it with another client.

On request, and within a reasonable period after the engagement ends, the company deletes or returns client materials that it holds. The client acknowledges that residual copies may persist in routine backups for a limited period, and the company agrees that such copies remain subject to confidentiality and are not restored except to recover from a failure.

12. Confidentiality

Each party may receive information that the other treats as confidential. Each party agrees to use that information only for the purposes of the engagement, to protect it with reasonable care, and to disclose it only to those of its personnel or advisers who need it and who are bound by obligations of confidence at least as strict as these terms.

Confidential information includes technical designs, source code, business plans, pricing, client lists and any information marked or reasonably understood to be confidential. It does not include information that is already public without breach of these terms, that a party already held lawfully, that is received lawfully from a third party free of restriction, or that is independently developed without use of the confidential information.

Where a party is required by law or by a competent authority to disclose confidential information, it gives the other party prompt notice where lawful and discloses only what is required. These obligations continue for five years after the engagement ends, and indefinitely for information that qualifies as a trade secret.

13. Third Party Components

Deliverables may include third party components such as open source libraries, commercial products or cloud services. The company selects such components with reasonable care and identifies them in the deliverable documentation together with the licence that applies.

The client is responsible for complying with the terms of any third party licence, including any restriction on commercial use or redistribution, and for paying any licence fee associated with a component that the statement of work does not cover. The company is not the licensor of a third party component and does not warrant it.

Where a third party changes, withdraws or restricts a component after delivery, the company will advise the client of the impact and can carry out a migration or replacement as a change. The company is not liable for a decision made by a third party supplier, though it will work with the client to reduce the effect of one.

14. Support And Maintenance

Support is provided only where it is included in a statement of work or covered by a separate support agreement. Where support is agreed, the statement records the hours of cover, the response targets, the channels to be used and the systems and versions that are in scope.

Support covers the diagnosis and correction of defects in a deliverable and the operational assistance described in the statement. It does not include new features, changes to a third party platform, work on a system that has been modified by another party without the company involvement, or recovery from a loss caused by a failure in the client own backup or change process.

The company may decline to support a version that has been superseded where a supported version is available, or a system operating outside the environment for which it was designed. In that situation the company explains the reason and offers a path back into support, which may be delivered as a change.

15. Warranties

The company warrants that its services are performed with reasonable skill and care by suitably qualified personnel, and that a deliverable will materially conform to the description in the statement of work for 30 days after acceptance. Where a breach of this warranty is reported within that period, the company corrects the affected deliverable at no additional charge, or at its option provides a reasonable alternative remedy.

Except as stated above, and to the fullest extent permitted by law, the services and deliverables are provided without further warranty of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. The company does not warrant that a deliverable will be uninterrupted or error free, or that it will meet every requirement that was not recorded in the statement of work.

The client acknowledges that it has selected its own systems, suppliers and operating procedures, and that it remains responsible for the decisions it takes on the basis of a deliverable. Advice given by the company is offered in good faith on the facts available at the time, and the client retains responsibility for acting on it.

16. Limitation Of Liability

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded.

Subject to that, the total liability of the company arising out of or in connection with an engagement, whether in contract, tort including negligence, misrepresentation, breach of statutory duty or otherwise, is limited to the total fees paid by the client to the company under the statement of work concerned in the 12 months preceding the event giving rise to the claim.

Subject to the first paragraph of this section, the company is not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of data, business interruption, or any indirect or consequential loss, even if the company was advised of the possibility of such loss. The company is not liable for a loss caused by a client decision, by a third party service, or by a system change made by another party.

Each provision of this section operates separately. If a provision is found to be unenforceable, the remaining provisions continue to apply. The client acknowledges that the fees reflect this allocation of risk and that the company would not supply the services on the same terms without it.

17. Indemnity

The client indemnifies the company against claims, losses and reasonable costs arising from the client materials, from the client use of a deliverable in a way that breaches these terms or an applicable law, from a breach of a third party licence by the client, and from a claim that a client material infringes the rights of another person.

The company indemnifies the client against a claim that a bespoke deliverable created for the client infringes the intellectual property rights of a third party, provided that the client notifies the company promptly, gives the company control of the defence, and provides reasonable assistance. Where such a claim is established or appears likely, the company may at its option obtain a licence for the client, modify the deliverable to remove the infringement, or refund the fees paid for the affected part and accept its return.

The company indemnity does not apply where the claim arises from a client material, from a modification made by someone other than the company, from use of the deliverable in combination with something the company did not supply, or from a version that the client was advised not to continue using.

18. Termination

Either party may terminate an engagement on 30 days written notice. Where a fixed price stage has begun, the client remains liable for the work performed and for any non-cancellable commitments made on its behalf up to the date of termination.

Either party may terminate immediately by written notice if the other commits a material breach that is not corrected within 14 days of a request to correct it, or if the other becomes insolvent, enters administration or ceases to carry on business.

On termination the company delivers the work completed to date and any client materials it holds, issues a final invoice for work performed and costs incurred, and provides a reasonable handover to the client or to a replacement supplier. Sections dealing with confidentiality, intellectual property, liability, indemnity and governing law survive termination together with any other provision that by its nature is intended to survive.

19. Acceptable Use Of The Website

The website is provided for information about PLRiverton, LLC and its services. A visitor may read, download and print material for personal or internal business use, provided that copyright notices are kept intact and the material is not modified.

A visitor must not attempt to gain unauthorised access to the website or its supporting systems, introduce malicious code, use automated tools to overload the service, scrape content in bulk for republication, or use the site in a way that breaches the law or the rights of another person. The company may restrict access where it reasonably believes that these restrictions have been breached.

The content of the website is provided for general information and does not constitute a binding offer. Prices, availability and service descriptions may change, and a service exists only when a statement of work has been agreed as described in section 4.

20. Force Majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control. Such events include natural disasters, severe weather, epidemics, war, civil disorder, industrial action, failure of a public communications or power network, and an act or omission of a government or a supplier that is outside the party control.

The party affected notifies the other as soon as reasonably practicable, describes the event and its expected effect, and takes reasonable steps to reduce the impact and resume performance. The obligations of the affected party are suspended for the duration of the event, and the timing of the engagement is extended accordingly.

If the event continues for more than 60 days, either party may terminate the affected part of the engagement by written notice. Where termination occurs under this section, the client pays for work performed and for non-cancellable commitments properly incurred before the event, and the company returns any client materials it holds.

21. Governing Law And Disputes

These terms and any dispute arising out of or in connection with them are governed by the laws of the State of Utah in the United States, without regard to conflict of law rules. The courts of Utah have exclusive jurisdiction, subject to any right to enforce a judgment in another jurisdiction where enforcement is necessary.

Before beginning formal proceedings, the parties agree to attempt to resolve a dispute through good faith discussion at a senior level. Either party may request such a discussion in writing, and the other responds within 10 business days. Where the dispute is not resolved within 30 days of that request, either party may proceed as it sees fit.

Nothing in this section prevents either party from seeking urgent interim relief from a court to protect its confidential information or intellectual property, or from applying to a court with jurisdiction in another country where necessary to give effect to these terms.

22. General Provisions

These terms, together with any statement of work and the privacy policy, form the entire agreement between the parties on their subject matter and replace any earlier understanding on that subject, whether written or spoken. Each party confirms that it has not relied on a statement that is not recorded in those documents.

The company may update these terms where changes in law, in its services or in its practices make this necessary. A material change is published on this page with a revised effective date, and it applies to a new engagement from the date it takes effect. An engagement already in progress continues under the version in force when it began, unless both parties agree otherwise in writing.

If a provision of these terms is found to be invalid or unenforceable, it is modified to the minimum extent needed to make it enforceable and the remaining provisions continue in full force. A failure to enforce a provision on one occasion is not a waiver of the right to enforce it later.

Neither party may transfer its rights or obligations under these terms without the written consent of the other, except to an affiliate or to a successor in connection with a merger or the sale of substantially all of its business. A person who is not a party to these terms has no right to enforce any of them.

Notices under these terms are sent in writing to the email address recorded in the statement of work or, for the company, to contact@panoramiceng.autos. A notice is treated as received on the next business day after it is sent, provided that no delivery failure is reported.

23. How To Contact Us

Questions about these terms, requests for a copy of an earlier version, and notices of dispute should be sent to the desk. The same people who deliver the services answer questions about the terms that govern them.

Write to contact@panoramiceng.autos or telephone +12343392139 during business hours. Please include the engagement reference where one has been issued, and state the question or request clearly so that it can be routed to the right person without delay. The company acknowledges written notices promptly and responds within the period required by applicable law.