These Terms of Service govern your access to the website of PKMG LLC and the delivery of our professional services. PKMG LLC is a professional services firm located at 766 E Logan Ave, Salt Lake City - 84105-2229, United States (US). By using our website or engaging our services, you agree to these terms. Please read them carefully before you proceed, and contact us at update@pkgm.mom if you have any questions.
1. Introduction to These Terms
These Terms of Service form a legal agreement between you, the person or organization accessing our website or engaging our services, and PKMG LLC. The terms explain the rules that apply when you visit our site, request information, or commission design and engineering work. We have written them to be clear and fair, and we encourage you to read them in full.
References in these terms to PKMG, PKMG LLC, the Company, we, us, and our all mean PKMG LLC. References to you, your, and client mean the person or organization using the services, or the organization that a person represents.
These terms work together with any separate written agreement we sign with you for specific services. If there is a conflict between these terms and a signed agreement, the signed agreement controls for the work it covers.
2. Acceptance of These Terms
By accessing our website, submitting an inquiry, or engaging our services, you accept these terms and agree to be bound by them. If you do not agree with any part of these terms, you should not use our website or our services.
When you use our services on behalf of an organization, you confirm that you have the authority to bind that organization to these terms. The organization will be responsible for your use of the services and for compliance with these terms.
We may update these terms from time to time as described in Section 22. Your continued use of our website or services after a change takes effect means that you accept the updated terms.
3. The Services We Provide
PKMG LLC provides professional services in the field of computer systems design and computer integrated systems design. Our services include systems architecture, integrated systems engineering, cloud and infrastructure modernization, data integration, legacy systems rehabilitation, systems assurance, and advisory engagements. A detailed description of our services is available on the services page of our website.
The specific scope of each engagement is defined in a proposal, statement of work, or other written agreement. We will not begin work outside the agreed scope without your approval, and we will flag in writing any activity we believe falls outside the agreed scope.
We provide services on a professional basis, using reasonable skill and care consistent with the standards of our industry. We do not guarantee specific business outcomes, and no statement of work should be read as a guarantee of revenue, savings, or other financial results.
4. Eligibility to Use the Services
Our website and services are intended for use by business organizations and individuals who are at least eighteen years of age. By using our services, you confirm that you meet this requirement and that you are legally capable of entering into a binding agreement.
We may decline to provide services to any person or organization at our discretion, and we may decline where we determine that the work falls outside our expertise, conflicts with our standards, or cannot be delivered lawfully.
You agree to provide accurate and current information when you engage us, and to update that information when it changes. We rely on the accuracy of the information you provide in preparing proposals and delivering services.
5. Your Account Responsibilities
Some engagements may require you to create an account on a platform we operate or a platform we use for collaboration. If you create an account, you are responsible for safeguarding your login credentials and for all activity that occurs under your account.
You must notify us immediately if you become aware of any unauthorized use of your account or any other security breach. You are responsible for any loss that results from failure to protect your credentials, except where the loss is caused by our negligence.
We reserve the right to suspend or close accounts that we reasonably believe are being used in violation of these terms or in a manner that endangers other users or our systems.
6. Client Obligations and Cooperation
Successful systems work depends on cooperation. You agree to provide timely access to the people, systems, documentation, and facilities we need to perform our work, and to assign a person who can make decisions on your behalf.
You agree to provide accurate and complete information about your requirements, constraints, and environment. Where you provide incomplete or inaccurate information, we will note the risk in writing, and we may adjust timelines or scope to account for the impact.
Delays caused by missing information, unavailable staff, or unresponsive approvals may extend our schedules. We will notify you of any delay we experience and the steps needed to resume normal progress.
7. Proposals, Quotes, and Statements of Work
Before beginning work, we will provide a proposal or statement of work describing the scope, deliverables, timeline, and fees for the engagement. The document will be specific enough for you to evaluate and approve.
Quotes are valid for the period stated in the quote, typically thirty days. We may revise a quote if you change the scope, if our assumptions prove incorrect, or if external costs change materially before acceptance.
Work begins only after you accept the proposal in writing, which may be by signature, email confirmation, or another method we agree on. Any work performed before written acceptance is exploratory and does not obligate you unless we agree otherwise in writing.
8. Fees and Payment Terms
Fees for our services are stated in the proposal or statement of work. We may invoice on a fixed price, time and materials, or retainer basis, as agreed for each engagement. Fixed price invoices are based on the agreed scope; time and materials invoices are based on hours worked at agreed rates.
Invoices are payable within thirty days of the invoice date unless the agreement states otherwise. Late payments may be subject to interest at the rate permitted by applicable law, and we may suspend work on outstanding invoices after written notice.
We do not include any obligation to continue work on unpaid accounts. If an account remains unpaid, we may terminate the engagement under the process described in Section 20.
9. Taxes and Reimbursable Expenses
All fees are stated exclusive of applicable taxes, duties, and levies. You are responsible for any sales tax, use tax, value added tax, or similar charge imposed on the services, unless you provide a valid exemption certificate.
Certain engagements may involve travel, third party software licenses, or other out of pocket costs. We will seek your approval before incurring reimbursable expenses above an agreed threshold, and we will include supporting receipts with each invoice.
We will not inflate expenses or recover costs that were not agreed. Where you dispute an expense item, we will review it promptly and adjust the invoice if the item was charged in error.
10. Intellectual Property Ownership
We own all intellectual property rights in the materials, methods, tools, and know-how that we create, whether before, during, or after an engagement, except where an agreement transfers rights to you. This includes our internal tooling, templates, frameworks, and any general knowledge we develop.
Deliverables that are created specifically for you under a paid engagement are owned by you once we have received payment in full, as described in the agreement. This transfer covers the original work we produce for your engagement.
We may reuse the general knowledge, techniques, and non-confidential experience gained during engagements, provided we do not disclose your confidential information or replicate a deliverable created exclusively for you.
11. License to Use Deliverables
Where we provide you with materials that incorporate our pre-existing intellectual property, we grant you a non-exclusive, royalty free license to use those materials for the purpose of the engagement and for the ongoing operation of the systems we deliver.
This license does not permit you to resell, redistribute, or relicense the materials as standalone products, except as part of a larger system you own. You may not remove or obscure any attribution or license notices contained in the materials.
If the agreement transfers full ownership to you, the license described here does not apply, and you hold the rights directly subject to the terms of the agreement.
12. Client Materials and Feedback
You retain all rights in the materials you provide to us, including documentation, source code, data, and branding. You grant us a limited license to use those materials for the purpose of performing our work, which ends when the work is complete.
You are responsible for ensuring that you have the right to provide us with any materials you submit, including the right to allow us to process them. You confirm that your materials do not infringe the rights of any third party.
If you provide us with feedback or suggestions about our services, you grant us an unrestricted right to use that feedback to improve our offerings, without any obligation to you.
13. Confidentiality Obligations
During an engagement, both parties may disclose confidential information, including business plans, technical details, financial data, and other non-public information. Confidential information does not include information that is publicly known, independently developed, or received from a third party without a duty of confidentiality.
Each party will protect the other confidential information with at least reasonable care and will use it only for the purpose of the engagement. Each party will limit access to people who need to know and will return or destroy confidential information at the end of the engagement if requested.
These obligations survive the end of the engagement for a reasonable period, typically five years, or longer where the information qualifies as a trade secret under applicable law.
14. Data Protection and Privacy
Where our services involve the processing of personal information, we comply with applicable data protection law and with the commitments in our Privacy Policy, which is available on our website. You may review the Privacy Policy for full details about how we handle personal information.
When we process personal information on your behalf, you are the controller and we are the processor, unless we agree otherwise in writing. We will process the information only on your documented instructions and will implement appropriate technical and organizational measures.
You agree to obtain any consent required for the processing of personal information in connection with the engagement, and to provide individuals with the notices required by law.
15. Acceptable Use of the Services
You agree to use our website and services lawfully and in good faith. You may not use our services to violate any law, infringe the rights of others, or interfere with the operation of our systems or the systems of others.
You may not attempt to gain unauthorized access to our systems, probe our infrastructure beyond normal browsing, or introduce malicious code through communications with us. Any such conduct may result in termination of services and referral to appropriate authorities.
We may monitor use of our website to maintain security and prevent abuse. Monitoring is conducted in accordance with our Privacy Policy and does not alter your obligations under these terms.
16. Warranties and Disclaimers
We warrant that our services will be performed with reasonable skill and care consistent with professional industry standards, and that deliverables will conform to the specifications in the statement of work, subject to normal testing and acceptance.
Except as expressly stated in these terms or in a written agreement, our services and website are provided on an as is and as available basis. To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
We do not warrant that our website will be uninterrupted, error free, or free of harmful components, and we are not responsible for the availability of any third party service that our work depends on.
17. Limitation of Liability
To the maximum extent permitted by law, PKMG LLC will not be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, arising out of or related to these terms or the services, even if advised of the possibility of such damages.
Our total aggregate liability under or in connection with these terms or any engagement will not exceed the total fees you paid to us for the specific engagement giving rise to the claim. This limitation applies regardless of the form of action, whether in contract, tort, or otherwise.
Nothing in these terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, or liability for fraud.
18. Indemnification
You agree to indemnify and hold harmless PKMG LLC, our officers, employees, and agents from and against any claims, damages, losses, and expenses arising out of your use of our services, your breach of these terms, or your violation of applicable law.
Where a claim arises from your materials, your systems, or your instructions, you are responsible for the consequences of the claim, provided that the claim is not caused by our negligence or willful misconduct.
We will notify you promptly of any claim that may give rise to an indemnity obligation, cooperate with your defense at our cost where reasonable, and not settle a claim in a way that imposes an obligation on you without your consent.
19. Third-Party Services and Subcontractors
We may use third party services and subcontractors to deliver portions of an engagement. This includes cloud providers, software vendors, and specialist consultants. We remain responsible for the performance of our obligations under our agreement with you.
Where our work depends on third party services that we do not control, we will identify those dependencies in the proposal. We are not liable for failures of third party services that are beyond our reasonable control, but we will work to mitigate their impact.
We will ensure that subcontractors who handle your confidential information or personal data are bound by obligations at least as protective as those in these terms.
20. Term and Termination
These terms are effective from the date you first use our website or engage our services and continue until terminated. Either party may terminate an engagement on the terms stated in the signed agreement, or by written notice with at least thirty days notice if no other provision applies.
We may terminate these terms and any engagement immediately if you materially breach these terms and do not cure the breach within ten days of written notice, or if you breach in a way that cannot reasonably be cured.
On termination, you must pay for all work performed and expenses incurred to the termination date, and each party must return or destroy confidential information as described in Section 13. Provisions that are intended to survive termination, including those on confidentiality, intellectual property, liability, and dispute resolution, will continue to apply.
21. Suspension of Services
We may suspend services, in whole or in part, in certain circumstances. These include non-payment of undisputed invoices, a material risk to our systems or personnel, your breach of acceptable use obligations, or a legal or regulatory requirement that prevents continued work.
We will provide reasonable notice before suspension wherever possible, and we will resume services promptly once the cause of the suspension is resolved. Time lost during a suspension may extend the schedule under Section 6.
Repeated suspensions for the same cause may be treated as a material breach and lead to termination under Section 20.
22. Changes to These Terms
We may revise these Terms of Service from time to time to reflect changes in our business, our services, or legal requirements. When we make changes, we will update the effective date at the top of this page.
For existing engagements, changes to the commercial terms will apply only if you agree to them in writing. Changes that affect the legal relationship generally will apply thirty days after we post them, or immediately where required by law.
Your continued use of our website or services after the effective date of a change means that you accept the revised terms.
23. Governing Law and Jurisdiction
These terms and any engagement between you and PKMG LLC are governed by the laws of the State of Utah, United States, without regard to its conflict of law principles. This choice of law applies unless a mandatory provision of your local law requires otherwise.
For any dispute arising out of these terms or an engagement, the parties submit to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah. You waive any objection to the venue of those courts.
If you are located outside the United States, we will still make reasonable efforts to resolve disputes amicably before any proceeding is filed, in the spirit of the process described in Section 24.
24. Dispute Resolution
We believe that most disagreements can be resolved through direct communication. Before starting any formal proceeding, the parties agree to attempt in good faith to resolve the dispute through negotiation, with senior representatives from each side participating.
If negotiation does not resolve the dispute within thirty days, the parties may agree to mediation before a mutually acceptable mediator. Mediation is voluntary, and either party may proceed to the courts described in Section 23 if mediation is declined or fails.
Nothing in this section prevents either party from seeking injunctive or other equitable relief to protect its intellectual property, confidential information, or urgent interests.
25. Assignment and Subcontracting
You may not assign these terms or any engagement without our prior written consent, except where the assignment is part of a merger or acquisition of your organization and you notify us in advance.
We may assign these terms or subcontract portions of the work to affiliates or qualified third parties, provided the assignment does not reduce your rights and we remain responsible for the work.
Any attempted assignment in breach of this section is void, and the non-breaching party may treat it as a material breach.
26. Severability and Waiver
If any provision of these terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be interpreted as narrowly as possible to give effect to the intent of the parties.
A failure by either party to enforce a provision does not waive that provision or the right to enforce it later. No waiver is effective unless it is in writing and signed by the waiving party.
These terms are the complete and exclusive statement of the rights and obligations of the parties regarding the website and the services, subject only to signed agreements for specific engagements.
27. Entire Agreement and Notices
These terms, together with any signed proposal, statement of work, or other written agreement for specific services, constitute the entire agreement between you and PKMG LLC. They replace all prior communications, proposals, and understandings, whether written or oral.
Notices under these terms must be in writing and will be considered given when delivered by email to the address on file, by hand, or by a recognized courier service. Notices to PKMG LLC should be sent to update@pkgm.mom.
Each party confirms that it has not relied on any statement or representation not contained in these terms or a signed agreement.
28. How to Contact Us
If you have questions about these Terms of Service, please contact us by email at update@pkgm.mom, by telephone at +14303841899, or by mail at PKMG LLC, 766 E Logan Ave, Salt Lake City - 84105-2229, United States (US).
We will acknowledge your message within one business day and respond fully within a reasonable period. We welcome the opportunity to clarify any provision before you rely on it.
Thank you for reading these terms and for considering PKMG LLC for your computer systems design and integration needs.