Terms Of Service

1. Acceptance Of These Terms

These Terms of Service form a binding agreement between you and Dawnpoint Labs LLC. By accessing this website, submitting an enquiry, or engaging the Company to provide professional services, you confirm that you have read these terms and that you agree to be bound by them. If you do not agree, please do not use the website or engage the Company.

Where the Company has signed a separate written agreement with your organisation, that agreement governs the services described in it. These terms apply to everything else, including general use of the website and preliminary discussions that are not yet covered by a signed contract. In the event of a direct conflict, the signed agreement prevails for the subject matter it covers.

The Company at all times means Dawnpoint Labs LLC, with its principal place of business at 2279 N University Pkwy, Provo - 84604-1543, United States (US). The Company can be reached at labs@dawnpointlabs.mom or by telephone at +17179247521.

2. Definitions

The following definitions apply throughout these terms. Additional definitions may appear in a statement of work, and where they do they control for that document.

• Company means Dawnpoint Labs LLC and its personnel.
• Client means the person or organisation receiving services from the Company.
• Services means the research, engineering and advisory work described in a statement of work.
• Statement of Work means a written document describing deliverables, timing and fees.
• Deliverable means a document, design, model, dataset or software artifact produced for the Client.
• Site means this website and the content published on it.
• Confidential Information means non public information disclosed by either party.
• Personal Data means information relating to an identified or identifiable person.

Words in the singular include the plural and words in the plural include the singular. Headings are for convenience only and do not affect interpretation. References to written form include electronic mail and signed electronic documents.

3. Eligibility And Authority

This website is intended for adults acting in a professional or organisational capacity. By using the site or engaging the Company, you represent that you are at least eighteen years of age and that you have the authority to bind the organisation on whose behalf you act.

If you submit an enquiry on behalf of an employer or client, you confirm that you are permitted to share the information you provide and to receive correspondence at the address you supply. The Company may ask for written confirmation of authority before beginning work, particularly where the engagement involves access to systems or datasets.

The Company may decline any engagement at its discretion, including where a proposed project would create a conflict of interest, fall outside the Company competence, or raise an ethical concern that the Company is not prepared to accept.

4. Permitted Use Of The Website

The Company grants you a limited, non exclusive, non transferable licence to view the pages of this Site and to print or save a copy of individual pages for your own reference or for internal evaluation of the Company services. This licence does not permit republication, resale or systematic extraction of content.

You may quote short passages of the Site with clear attribution to Dawnpoint Labs LLC and, where practical, a link to the page from which the quotation was taken. You may not present the content as your own, remove ownership notices, or use the content in a way that suggests endorsement by the Company where none exists.

Automated access is permitted only where it is respectful. The Company reserves the right to block any client or address that places unreasonable load on the servers, that ignores published access rules, or that attempts to interfere with the operation of the Site.

5. Prohibited Conduct

When using this Site or communicating with the Company, you agree not to do any of the following.

• Submit information that is false, misleading or intended to deceive.
• Attempt to gain unauthorised access to any system or account.
• Introduce malicious code, crawlers or interference of any kind.
• Probe, scan or test the vulnerability of the Site without written permission.
• Use the Site to harass, threaten or defame any person.
• Infringe the intellectual property rights of the Company or any third party.
• Use the Site for unlawful purposes or in breach of applicable regulation.
• Misrepresent an affiliation with the Company or its personnel.

Where a breach occurs, the Company may suspend access, report the matter to the relevant authority, and pursue any remedy available at law. Security research that is conducted in good faith and reported responsibly is welcome, provided it is arranged with the Company in advance.

6. Scope Of Professional Services

The Company provides applied research programmes, product prototyping sprints, systems integration engineering, data platform design, usability and field trials, and technology advisory retainers. The precise scope of any engagement is defined in a Statement of Work agreed by both parties before work begins.

Anything not expressly included in a Statement of Work is out of scope. This boundary protects both parties: it keeps estimates honest and makes it obvious when a request has grown beyond the original brief. Where additional work is wanted, the change control process in these terms applies.

The Company performs its services with the skill and care expected of a competent professional practice. Unless a Statement of Work states otherwise, the Company does not guarantee any particular commercial outcome, because research and engineering results depend on factors that neither party fully controls.

7. Proposals And Statements Of Work

Proposals issued by the Company remain valid for thirty days from the date of issue unless a different period is stated. A proposal becomes binding only when the Client accepts it in writing and, where required, returns a signed Statement of Work.

Each Statement of Work identifies the objectives, the deliverables, the assumptions, the schedule, the fees, the named personnel and the acceptance criteria. Where the parties expect the work to proceed in stages, the Statement of Work describes the stage gates and the decision required at each one.

The Company may revise a proposal if the facts on which it was based change before acceptance, including changes in the Client requirements, the available data, or the technical environment. Any such revision is issued in writing for the Client to consider.

8. Client Responsibilities

Successful engagements depend on cooperation. The Client agrees to provide timely access to the people, systems, documents and facilities that the work requires, and to appoint a single point of contact empowered to make decisions.

• Supply accurate and complete information about the existing environment.
• Respond to requests for clarification within a reasonable period.
• Provide test data that is lawfully held and properly anonymised where required.
• Make skilled personnel available for reviews and handover sessions.
• Obtain any third party consents needed for the engagement.
• Review deliverables and report acceptance decisions promptly.

Where a delay is caused by the Client, the schedule and fees may be adjusted to reflect the effect on the Company. The Company will always explain the basis for an adjustment before it is applied, and will work with the Client to reduce the impact where possible.

9. Fees, Invoicing And Payment

Fees are stated in the Statement of Work. They may be expressed as a fixed price for a defined deliverable, as a time and materials rate, or as a retainer for an agreed period of advisory availability. Where a retainer is used, unused time does not carry forward beyond the period unless the Statement of Work says otherwise.

Invoices are issued according to the schedule in the Statement of Work and are payable within thirty days of the invoice date unless a different period is agreed. Amounts that remain unpaid after the due date may attract a late payment charge, calculated at a rate stated in the Statement of Work or, if none is stated, at the maximum rate permitted by applicable law.

Fees are exclusive of applicable taxes, which are added where the law requires. The Client is responsible for any withholding tax obligation in its own jurisdiction and will provide documentation sufficient for the Company to claim relief where such relief is available.

10. Expenses And Travel

Reasonable travel and subsistence expenses are reimbursed at cost where the engagement requires attendance away from the Company office. This occurs most often during field trials, integration work at a client site, or workshop sessions. The Company seeks approval before incurring any significant expense.

Expense claims are itemised and supported by receipts. The Company does not apply a markup to expenses. Where the Client prefers a fixed travel allowance, that arrangement can be recorded in the Statement of Work instead.

Ordinary working time spent travelling on the Client behalf may be charged at the agreed rate where the travel is substantial and the Statement of Work provides for it. The Company will state its practice clearly before the first trip so that there is no surprise on an invoice.

11. Change Control

Either party may request a change to the scope, schedule, deliverables or fees. Requests are recorded in writing and assessed by the Company for their effect on cost and timing. Work continues on the existing basis until the change is accepted by both parties.

The Company will not begin changed work without written acceptance, and the Client is not obliged to accept any change. Where a change would materially alter the assumptions in the Statement of Work, the Company may propose a revised document rather than a simple amendment.

Change control exists to prevent scope creep, which is the most common cause of failed projects. The process is deliberately lightweight: a short written description, a cost and schedule estimate, and an email confirming acceptance is usually sufficient.

12. Intellectual Property

The Company retains ownership of its pre existing methods, tools, templates, libraries and know how, including anything developed before an engagement or independently of it. The Client receives the intellectual property rights in the deliverables created specifically for the engagement, as described in the Statement of Work, once payment has been received in full.

Where a deliverable incorporates Company background material, the Company grants the Client a perpetual, worldwide, non exclusive licence to use that material as part of the deliverable and in its reasonable extension. This licence does not permit the Client to extract the background material for separate commercial exploitation.

Open source components used in a deliverable remain governed by their own licences. The Company records every component it introduces and provides the relevant licence notices at handover so that the Client can meet its own compliance obligations.

The Company reserves the right to publish general descriptions of its methods and anonymised summaries of its work for professional purposes, unless the Statement of Work restricts that right.

13. Client Materials And Licences

The Client retains ownership of all materials, data, documentation and systems it provides to the Company. The Client grants the Company a limited licence to use those materials solely for the purpose of performing the engagement.

The Client confirms that it has the right to provide the materials and that doing so does not breach any third party right, confidentiality obligation or legal restriction. Where materials contain personal data, the Client confirms that it has a lawful basis for the processing that the engagement requires.

On completion of the engagement, the Company returns or destroys the Client materials at the Client direction, subject to any record that the law requires the Company to keep for its own compliance purposes.

14. Confidentiality

Each party agrees to keep the other party Confidential Information private, to use it only for the purposes of the engagement, and to disclose it only to personnel and advisers who need it and who are bound by equivalent duties.

Confidential Information does not include information that is already public, that was lawfully known before disclosure, that is received from a third party without restriction, or that is independently developed without reference to the disclosed material. Where disclosure is required by law, the disclosing party gives prompt notice where it lawfully can, so that protective steps may be considered.

These obligations survive the end of the engagement. The Company treats confidentiality as an operational habit rather than a clause: client material is held in a separate workspace, access is limited to assigned engineers, and public discussion of engagement specifics requires written permission.

15. Data Protection Obligations

Where the Company processes personal data on behalf of the Client, the Company acts as a processor and the Client acts as a controller. The Company processes such data only on the documented instructions of the Client and only for the purposes of the engagement.

• Apply appropriate technical and organisational security measures.
• Ensure that personnel authorised to process data are bound by confidentiality.
• Assist the Client in responding to data subject requests.
• Assist the Client with security, breach notification and impact assessments.
• Engage subprocessors only with authorisation and under written terms.
• Delete or return personal data at the end of the processing arrangement.

Where the Company processes personal data for its own purposes, such as responding to enquiries, the Privacy Policy published on this Site applies. A security incident affecting Client data is notified to the Client without undue delay so that the Client can meet its own regulatory deadlines.

16. Warranties And Disclaimers

The Company warrants that it will perform the services with reasonable skill and care and that the deliverables will materially conform to the Statement of Work at the point of acceptance. Where a deliverable fails to conform, the Client must notify the Company within thirty days and the Company will correct the issue at no additional charge.

Except as expressly stated, the Site and its content are provided on an as available basis. The Company does not warrant that the Site will be uninterrupted or free of error, nor that any information on it is complete or current for every purpose.

The Company does not provide legal, tax, medical or financial advice. Nothing on this Site should be relied upon as a substitute for advice from a suitably qualified professional in those fields.

17. Limitation Of Liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, nor for loss of profit, revenue, data, goodwill or anticipated savings, however arising and whether or not the possibility of such loss was known.

The total aggregate liability of the Company arising out of or in connection with an engagement is limited to the total fees paid by the Client to the Company under the relevant Statement of Work during the twelve months preceding the event giving rise to the claim.

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. Where a jurisdiction does not permit a particular limitation, that limitation applies to the greatest extent the jurisdiction allows and the remainder of this section continues in force.

18. Indemnification

The Client agrees to indemnify and hold harmless the Company against claims, losses and reasonable costs arising from materials supplied by the Client, from use of the deliverables in a manner not contemplated by the Statement of Work, or from the Client breach of these terms.

The Company agrees to indemnify and hold harmless the Client against claims that a deliverable, used as intended, infringes a third party intellectual property right, provided the Client notifies the Company promptly, allows the Company to control the defence, and does not settle the claim without the Company consent.

Where an infringement claim is established, the Company may at its option procure a licence, modify the deliverable to avoid the infringement, or refund the fees paid for the affected deliverable. This remedy is the Client sole remedy for such a claim.

19. Term And Termination

These terms apply for as long as you use the Site or receive services from the Company. An engagement continues until the deliverables are accepted, the retainer period ends, or the engagement is terminated in accordance with this section.

Either party may terminate an engagement for material breach by giving written notice and allowing thirty days for the breach to be remedied. Either party may terminate immediately if the other becomes insolvent, enters administration, or ceases to carry on business.

On termination, the Client pays for work performed and expenses incurred up to the effective date, the Company delivers work in progress on request, and the provisions on confidentiality, intellectual property, liability and governing law continue to apply.

20. Third Party Content And Links

This Site may link to resources operated by other organisations, and the Company may use third party components in its work. The Company does not control those resources and is not responsible for their content, availability or practices.

Where the Company includes a third party component in a deliverable, the corresponding licence terms are passed to the Client at handover. The Client is responsible for complying with those terms in its own use and distribution of the deliverable.

21. Force Majeure

Neither party is liable for a failure to perform caused by events beyond its reasonable control, including natural disaster, war, civil disruption, epidemic, utility failure, network outage or government action. The affected party must notify the other promptly and use reasonable efforts to resume performance.

If a force majeure event continues for more than sixty days, either party may terminate the affected engagement on written notice without liability for the unperformed portion. Fees for work completed before the event remain payable.

22. Governing Law And Venue

These terms are governed by the laws of the State of Utah in the United States, without regard to conflict of law principles. Subject to the dispute resolution section below, the courts located in Utah have exclusive jurisdiction over any matter arising from these terms.

Where the Client is located outside the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement. Nothing in this section prevents either party from seeking urgent injunctive relief in a court of competent jurisdiction.

23. Dispute Resolution

The parties will first attempt to resolve any dispute through good faith discussion between senior representatives of each side. A written notice describing the dispute begins a thirty day negotiation period.

If negotiation does not resolve the matter, the parties agree to attempt mediation before a mutually acceptable mediator. If mediation fails, the dispute proceeds to the courts identified in the governing law section, unless the parties have agreed a different forum in writing.

Each party bears its own costs of negotiation and mediation unless the mediator recommends otherwise or the parties agree a different allocation.

24. Notices

Formal notices under these terms must be in writing and delivered by hand, by a recognised courier, or by electronic mail with confirmation of receipt. Notices to the Company must be sent to the address below and copied to labs@dawnpointlabs.mom.

Dawnpoint Labs LLC, 2279 N University Pkwy, Provo - 84604-1543, United States (US). Telephone: +17179247521.

Notices to the Client are sent to the address or email address recorded in the Statement of Work. Either party may update its notice details by giving written notice to the other. A notice is deemed received on the next business day after a confirmed electronic delivery, or three business days after dispatch by courier.

25. Assignment

The Client may not assign or transfer its rights under these terms without the prior written consent of the Company, which will not be unreasonably withheld. The Company may assign its rights to an affiliate or to a successor in connection with a reorganisation, provided the assignee assumes the obligations in these terms.

Any attempted assignment in breach of this section is void. These terms bind and benefit the permitted successors and assigns of each party.

26. Entire Agreement And Severability

These terms, together with any applicable Statement of Work and the Privacy Policy, constitute the entire agreement between the parties on its subject matter and supersede prior discussions on that subject. Each party acknowledges that it has not relied on any statement that is not recorded in these documents.

If a provision of these terms is found to be invalid or unenforceable, that provision is modified to the minimum extent necessary or severed, and the remaining provisions continue in full force. A failure by either party to enforce a provision on one occasion does not waive the right to enforce it later.

No variation of these terms is effective unless made in writing and accepted by both parties. This requirement may be satisfied by an exchange of electronic mail where the intention to vary is clear.

27. Updates To These Terms

The Company may update these terms from time to time to reflect changes in the law, in its services, or in the way it operates. The revised terms are published on this page with a new effective date. Continued use of the Site after publication indicates acceptance.

Changes that materially affect an active engagement are handled under the change control process rather than by amending these terms unilaterally. The Company will never use an update to reduce the protections that a Client has already negotiated in a signed Statement of Work.

28. Contact Information

Questions about these terms, requests for clarification, or notices under this agreement should be directed to the Company as follows.