1. Acceptance of These Terms
These Terms of Service govern your use of the website at www.agfbuild.autos and the services offered by AGFBuild, a technology brand of AGF CONSTRUCTION LLC, located at 50 E Celeste Dr, Midvale - 84047-2617, United States (US). By accessing this website, submitting a contact form, or engaging our services, you agree to be bound by these terms. If you do not agree with any provision of these terms, you must not use the website or the services.
We may update these terms from time to time, and the current version will always be available on this page. Your continued use of the website or services after changes are posted constitutes acceptance of the revised terms. These terms form a binding agreement between you and our company, and they apply to every visit to the website and every engagement of our services. Where a proposal or agreement for a specific project contains different terms, the proposal controls for that project.
2. Description of Services
AGFBuild provides computer systems design and related services, including computer integrated systems design, systems architecture, data services, platform engineering, systems integration, cybersecurity, and managed care and support. The full range of services is described on the Services page of this website. Each project is defined by a separate proposal or statement of work that describes the deliverables, schedule, and fees.
The proposal becomes part of the agreement between the parties when it is accepted by both sides. Services may be delivered on site, remotely, or through a combination of methods, depending on the needs of the project. We reserve the right to use subcontractors to deliver portions of a project, provided that we remain responsible for the quality and completion of the work. All services are performed with professional care and in accordance with accepted industry practices.
3. Eligibility
To use the website and our services, you must be at least eighteen years old and capable of entering into a binding contract. By accepting these terms, you confirm that you meet these requirements. If you are using the website on behalf of a company or other organization, you confirm that you have authority to bind that organization, and the organization will be responsible for your use of the website and services.
We may refuse to provide services to any person or organization for lawful business reasons. We do not offer services in jurisdictions where doing so would violate local law. You are responsible for complying with all laws and regulations that apply to your use of the website and services, including export control and data protection requirements. Nothing in these terms creates a partnership, agency, or joint venture between you and our company.
4. Client Responsibilities
You agree to provide accurate and complete information when you engage our services. You are responsible for providing access to the systems, facilities, and information needed to complete your project in a timely manner. You agree to review and approve deliverables within the timeframes stated in the proposal, and delays in review may affect the project schedule.
You agree to designate a primary point of contact who has authority to make decisions for your organization. You are responsible for obtaining any consents or permissions required for data or content that you provide to us. You agree to maintain the confidentiality of any credentials we share with you and to notify us immediately if you suspect unauthorized access. Failure to meet these responsibilities may result in delays, additional fees, or suspension of services.
5. Proposals and Scope of Work
Each project begins with a proposal or statement of work that defines the scope, deliverables, timeline, and fees. The scope describes the specific services that we will provide and the assumptions on which the quote is based. Changes to the scope will be handled through a change request process. A change request that increases or alters the work will result in an updated proposal and adjusted fees before the additional work begins.
Work performed outside the defined scope, without a written change request, will be billed at our then current rates. Timelines are estimates based on the information available at the time the proposal is prepared, and they may be adjusted if the scope changes or if delays are caused by factors outside our reasonable control. Deliverables will be considered accepted ten days after delivery unless you notify us of defects in writing within that period.
6. Fees, Payment, and Invoicing
Fees for services are described in each proposal or agreement. Invoices are issued according to the payment schedule in the proposal, which may include a deposit before work begins, progress payments, and a final payment on completion. Unless otherwise stated, all fees are payable in United States dollars. Payments are due within thirty days of the invoice date, unless the proposal states a different term.
We may charge interest on overdue amounts at the rate of one and a half percent per month, or the maximum rate permitted by law, whichever is less. If payment is not received when due, we may suspend work until the account is brought current. Hardware, software, and third party license fees are billed at cost unless the proposal states otherwise. Late or missed payments do not relieve you of any obligations under these terms.
7. Taxes and Expenses
Quoted fees do not include taxes unless stated otherwise. You are responsible for paying all applicable sales, use, value added, or similar taxes that arise from the services, except for taxes based on our net income. Where we are required to collect tax, we will add the applicable amount to the invoice. If you are tax exempt, you must provide a valid exemption certificate at the start of the project.
Reasonable travel and out of pocket expenses, such as lodging, meals, and materials, will be invoiced at cost when the project requires on site work. Expenses will be itemized on the invoice, and we will obtain your approval before incurring significant travel costs. You are responsible for any duties or customs fees that apply to goods or services provided in connection with a project. Expense amounts do not carry any markup beyond the actual cost we incur.
8. Intellectual Property Rights
We will own all intellectual property that we create in the course of providing services, including designs, code, documentation, diagrams, and other deliverables, unless the proposal states otherwise. Upon full payment, we grant you a non exclusive, perpetual, non transferable license to use the deliverables for your internal business purposes. You may not copy, modify, resell, or redistribute the deliverables except as permitted by that license.
We retain ownership of our pre existing tools, methodologies, and templates, and you receive no rights to these materials. If a project includes open source components, those components remain subject to their original licenses. Nothing in these terms transfers ownership of any trademark, patent, or copyright from one party to the other, except as expressly stated in the proposal. Any suggestions or feedback you provide about our services may be used by us without compensation to you.
9. Client Content and Data
You retain ownership of the data, content, and materials that you provide to us for a project. You grant us a limited license to use that content to deliver the services, to maintain your systems, and to comply with your instructions. You are responsible for the accuracy and legality of the content you provide, and you confirm that you have the right to use it and to authorize us to use it.
We will not use your confidential data for any purpose other than providing the services, and we will not share it with third parties except as needed to perform the work or as required by law. You are responsible for maintaining backups of your data. We are not responsible for data that is lost or damaged as a result of circumstances outside our reasonable control, including hardware failures, natural events, or errors caused by third parties.
10. Acceptable Use Policy
You agree not to use the website or our services in any way that violates law or that infringes the rights of others. You may not attempt to gain unauthorized access to any part of the website, our systems, or the systems of other users. You may not use the website to transmit malicious software, spam, or other harmful content. You may not use the services to store or process illegal material, or to engage in fraud, harassment, or deceptive practices.
You may not attempt to reverse engineer, decompile, or disassemble any software that we provide as part of the services. You may not copy or scrape content from the website for commercial purposes without our written permission. We may suspend or terminate access to the website and services if we reasonably believe that you have violated this policy. We cooperate with law enforcement and regulators in any investigation of activity that may violate these terms or applicable law.
11. Third Party Services and Links
Our website and services may reference or rely on third party software, platforms, and services, such as cloud providers, payment processors, and communication tools. These third parties have their own terms and policies, and your use of their services is governed by those terms. We do not control and are not responsible for the availability, performance, or security of third party services.
When we integrate third party tools into a project, we will inform you of any additional terms that apply. You are responsible for reviewing and accepting the terms of any third party service that you subscribe to directly. We are not liable for any loss caused by the failure or conduct of a third party service provider. Any reference to a third party product on our website is informational and is not an endorsement of that product.
12. Confidentiality
Both parties may receive confidential information about the other party during the course of a project. Confidential information includes business plans, financial data, technical specifications, source code, client lists, and any other information that is marked confidential or that a reasonable person would understand to be confidential. Each party agrees to protect the confidential information of the other party using reasonable security measures and to use it only for the purpose of the project.
Neither party will disclose confidential information to third parties without the written consent of the other party, except where required by law. Confidentiality obligations do not apply to information that is publicly available, independently developed, or lawfully received from a third party without a confidentiality duty. These obligations survive the end of the project and any termination of these terms.
13. Support and Maintenance
Support services are provided under the terms of the applicable service agreement. During a project, we provide reasonable assistance to help you test and deploy the deliverables. After delivery, support is provided through a separate support plan, unless the proposal includes a support period. The support period begins on the date the deliverables are accepted.
Our support desk is available during business hours as described on the Contact page of the website, and urgent issues may be addressed outside business hours under an emergency support arrangement. Support does not include changes to the scope of the original work, the repair of damage caused by third parties, or the support of hardware or software that we did not provide. You agree to report issues promptly and to provide the information needed to diagnose and resolve them.
14. Warranties and Disclaimers
We warrant that services will be performed in a professional and workmanlike manner and that deliverables will conform to the description in the proposal. If a deliverable does not conform, we will correct the non conforming work at no additional cost when you notify us within the warranty period stated in the proposal. This warranty does not apply to defects caused by changes you make, third party modifications, or misuse.
We provide the website, services, and deliverables on an as is basis. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non infringement. We do not warrant that the services will be uninterrupted or error free, or that the deliverables will meet every requirement of your business. Our services are advisory and technical in nature, and final responsibility for business decisions remains with you.
15. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, arising out of or relating to these terms or the services. The total liability of each party for all claims arising out of or relating to these terms or the services will not exceed the total fees paid or payable by you for the specific project giving rise to the claim.
These limitations apply regardless of the theory of liability, whether in contract, tort, negligence, or otherwise, and whether or not the party was advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of these limitations may not apply to you. This section does not limit liability for intentional misconduct, fraud, or liability that cannot be excluded by law.
16. Indemnification
You agree to indemnify, defend, and hold harmless our company, our officers, employees, contractors, and agents from and against any claims, damages, losses, liabilities, and reasonable expenses, including legal fees, that arise out of or relate to your use of the website, your breach of these terms, or your violation of any law or the rights of a third party.
We will notify you promptly of any claim subject to this indemnification and will give you reasonable cooperation in defending it. We may participate in the defense at our own expense. You may not settle any claim without our prior written consent. This indemnification obligation survives the termination of these terms and your use of the website and services. If we provide indemnification to you in a proposal, the terms of that indemnification are stated in the proposal and apply only as described there.
17. Term and Termination
These terms take effect when you first access the website or engage our services and continue until the completion of your project or until terminated. Either party may terminate a project for convenience by giving at least thirty days written notice, in which case you will pay for all work completed through the termination date. Either party may terminate immediately if the other party breaches a material term and fails to cure the breach within fifteen days of written notice.
We may terminate the agreement if you fail to pay amounts due when payment is more than thirty days overdue. Upon termination, you will pay for all services performed and expenses incurred before the termination date. Provisions that by their nature should survive termination, including payment, confidentiality, intellectual property, and limitation of liability, will survive. Termination of these terms does not affect any rights or obligations that accrued before the date of termination.
18. Suspension of Services
We may suspend access to our website or services, in whole or in part, if we reasonably believe that a security threat exists, if you breach these terms, or if payment is overdue. We will give you reasonable notice before suspension where practical. During a suspension, you will not be charged for recurring services that are not being provided, but you remain responsible for charges that were incurred before the suspension.
We will restore services promptly after the cause of the suspension is resolved. We are not liable for any loss that you may suffer as a result of a suspension made in good faith. Repeated breaches may result in permanent termination of services. We will use reasonable efforts to preserve your data during a suspension so that services can be restored quickly after the issue is resolved.
19. Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under these terms if the delay or failure is caused by an event outside its reasonable control. Such events include natural disasters, severe weather, power failures, network outages, pandemics, labor disputes, government orders, and acts of terrorism or war. The affected party will notify the other party as soon as practicable and will use reasonable efforts to resume performance.
If a force majeure event continues for more than sixty days, either party may terminate the affected project by written notice. Invoices for work completed before the event remain payable. This section does not excuse a party from paying amounts that were due before the force majeure event occurred. Each party will keep the other informed of any event that may affect performance under these terms.
20. Governing Law
These terms and any dispute arising out of or relating to them will be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Utah for the resolution of any dispute. If you access the website or services from another jurisdiction, you do so on your own initiative and are responsible for compliance with local laws.
We do not represent that the website is appropriate or available for use in all locations. The failure to enforce any provision of these terms will not constitute a waiver of that provision. This section governs all claims, whether in contract, tort, or otherwise. By using the website, you consent to the jurisdiction of the courts of the State of Utah for any dispute arising out of these terms.
21. Dispute Resolution
The parties will first attempt to resolve any dispute arising out of or relating to these terms through good faith negotiations. If the dispute cannot be resolved through negotiation within thirty days, either party may pursue the remedies available at law. Before initiating legal action, the parties may agree to participate in mediation with a neutral mediator to be mutually selected.
Each party will bear its own costs of any mediation or legal proceeding, and the prevailing party in any legal action will be entitled to recover its reasonable legal fees and costs. Any claim must be commenced within one year after the cause of action arises, except where a longer period is required by law. The parties agree that each will resolve claims on an individual basis and will not participate in class or collective actions.
22. Changes to These Terms
We may revise these Terms of Service from time to time to reflect changes in our business, technology, or legal requirements. We will post the revised terms on this page and update the effective date at the top. For material changes, we may provide additional notice through the website or by email. Your continued use of the website or services after the revised terms are posted constitutes acceptance of the changes.
If you do not accept the revised terms, you must stop using the website and services. Terms that apply to an active project remain governed by the version of these terms that was in effect when the project was agreed. We encourage you to review these terms periodically. The most recent version of these terms will always be available on this page for your reference.
23. Severability and Waiver
If any provision of these terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be replaced with a valid provision that comes closest to the intent of the original provision. The failure of either party to exercise or enforce any right or provision of these terms will not constitute a waiver of that right or provision.
A waiver of any provision in one instance will not be a waiver of that provision in any other instance. These terms may be amended only in writing, signed by both parties, or as described in the section on changes to these terms. This section ensures that the remaining terms remain effective even if part of the agreement is found to be unenforceable. No delay in enforcing a right will be treated as a waiver of that right.
24. Entire Agreement
These Terms of Service, together with any proposal, statement of work, and other documents incorporated by reference, constitute the entire agreement between you and our company regarding the subject matter of these terms. They supersede all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No representation, promise, or condition not contained in these terms is binding on either party.
In the event of a conflict between these terms and a proposal, the proposal will control with respect to the specific project, unless the proposal expressly states otherwise. Any purchase order or similar document that you issue is for administrative convenience only and does not modify these terms. You may not assign these terms without our prior written consent. We may assign these terms to an affiliate or to a successor in connection with a merger, acquisition, or sale of assets.
25. Contact Information
If you have questions about these Terms of Service, you may contact us at inbox@agfbuild.autos or by phone at +16805993722. You may also write to us at AGF CONSTRUCTION LLC, 50 E Celeste Dr, Midvale - 84047-2617, United States (US). We will respond to inquiries as soon as practicable.
This contact information is also available on the Contact page of our website. These terms are provided in English, and in the event of any discrepancy with a translation, the English version will prevail. We thank you for reading these terms, and we look forward to working with you on your technology projects.