Acceptance of These Terms

These terms of service form a binding agreement between you and ELECTRICFALCON LLC. By visiting this website, sending a message through the contact form, calling the station or engaging the Company for professional work, you accept these terms in full.

If you accept these terms on behalf of an organisation, you confirm that you have authority to bind that organisation. If you do not have that authority, please do not accept on the organisation behalf, and ask the appropriate person to review these terms.

If you do not accept these terms, please do not use the website and do not engage the Company. If any part of these terms is unacceptable to you but the rest is acceptable, contact the station to discuss whether a written variation can be agreed for your engagement.

These terms apply in addition to any written engagement agreement signed by the Company and a client. Where a signed agreement deals with the same subject and conflicts with these terms, the signed agreement takes precedence for that engagement only.

About the Company

ELECTRICFALCON LLC is a limited liability company registered in the United States and operating from a station at 8 E Manilla Cir, Draper - 84020-5106, United States (US). The Company provides computer integrated systems design and related professional, scientific and technical services.

The Company can be reached by email at support@electricfalcon.autos and by telephone at +19804896316. Notices relating to these terms should be sent to those addresses unless a signed engagement agreement specifies a different notice channel.

References to the Company, we, us and our in these terms mean ELECTRICFALCON LLC. References to you mean the visitor, prospective client or client organisation accepting these terms.

Use of the Website

The website is provided for information about the Company and its services. You may read the pages, follow the links and send a message to the station. You may print or save a copy of the pages for your own reference.

You agree not to use the website in a way that interferes with its operation or with the ability of others to use it. Prohibited conduct includes attempting to gain unauthorised access to the server, submitting automated requests that place an unreasonable load on the site, injecting malicious code into any form, and using the site to distribute unlawful material.

You agree not to misrepresent your identity when contacting the station and not to use the contact channel to send unsolicited commercial messages, bulk advertising or material that infringes the rights of another person.

The Company may suspend or restrict access to the website where it believes a visitor is violating these terms or where suspension is necessary to protect the site, its visitors or the Company. The Company will act reasonably and will restore access once the reason for suspension has passed.

Professional Services

The professional services of the Company are described on the services page and in engagement documents prepared for individual clients. The main service lines are patrol sheet bays, sighting log runs, watch note desks, banding windows, nest survey review rounds and release sittings. These descriptions are general. The specific scope for any engagement is set out in the written proposal and acceptance for that engagement.

The Company delivers professional advice and technical work. It does not act as a law firm, an accounting firm or an insurer, and nothing on this website should be read as legal, tax, accounting or insurance advice. Clients should obtain specialist advice where their situation requires it.

The Company does not guarantee a particular business result. It commits to a documented method, a defined scope and a professional standard of work. Where an engagement sets a specific target, that target will be written into the proposal together with the assumptions on which it depends.

Services are performed by the Company and by personnel engaged by the Company. The Company may use subcontractors for defined portions of the work, provided that the subcontractor is bound by confidentiality and quality obligations at least as strong as those in these terms.

Proposals and Engagements

A proposal from the Company is an invitation to agree, not a binding offer. An engagement begins only when the Company and the client have agreed the scope, the fees, the time frame and the responsibilities of each party in writing.

Proposals remain valid for thirty days from the date of issue unless the proposal states otherwise. The Company may withdraw a proposal before acceptance where the circumstances on which it was based have changed materially.

Where work is requested before a formal proposal is signed, the Company may begin under a written short form authorization. That authorization incorporates these terms by reference and confirms the scope and fees for the initial work.

Changes to the scope of an engagement must be agreed in writing. The Company will provide a written change note describing the effect of the change on time, fees and deliverables. Work on the changed scope begins once the change note is accepted.

Fees and Payment

Fees are set out in the proposal or engagement agreement. The Company charges either a fixed fee for a defined scope or an hourly rate for work that cannot be defined in advance. Where a fixed fee is used, the scope description is the boundary of the fee.

Invoices are issued as described in the engagement agreement, usually at the start of a phase and at the end of the engagement. Payment is due within the period stated on the invoice. The Company may charge interest on late payment at the rate stated in the invoice, to the extent permitted by law.

Fees do not include travel, third party licences, hosting charges or other expenses unless the proposal says so. Expenses that are likely to arise are estimated in the proposal, and material expenses are approved by the client before they are incurred.

If an invoice remains unpaid after the due date and after a written reminder, the Company may suspend work and may withhold delivery of final deliverables until the outstanding amount is settled, in each case to the extent permitted by law. The Company will not withhold information needed to prevent imminent harm or data loss.

Prices are stated exclusive of applicable taxes unless the proposal states otherwise. The client is responsible for taxes that apply to the engagement, other than taxes on the Company own income.

Client Obligations

A successful engagement depends on cooperation. The client agrees to provide accurate information about its systems, timely access to the people who understand those systems, and the credentials needed to perform the agreed work.

The client agrees to nominate a responsible contact with authority to approve scope, schedule and deliverables. Where decisions require a committee, the client agrees to set an internal deadline so that the engagement is not delayed indefinitely.

The client agrees to ensure that it has the right to give the Company access to any system, data or third party service involved in the engagement. The client is responsible for obtaining any consent required from a vendor or from an individual before access is provided.

The client agrees to maintain reasonable backups of its own data during the engagement. The Company takes care with client environments, but responsibility for the primary copy of client records remains with the client.

Where the client fails to meet these obligations and the work is delayed or affected, the Company will notify the client promptly and will adjust the schedule accordingly. Fees for time that cannot be used because of a client delay may remain payable, as described in the engagement agreement.

Deliverables and Ownership

Deliverables are the documents, configurations, code and other materials specified in the engagement agreement. The forms of deliverable used in most engagements are patrol sheets, sighting logs, watch notes, review reports and release records.

On payment in full for the relevant phase, the client receives ownership of the deliverables created for that phase, together with a perpetual licence to use the Company methods, templates and know how that are embedded in them. The Company retains ownership of its general methods, templates and tools, which may be reused in other engagements in a form that contains no client confidential information.

Deliverables are accepted when the client confirms acceptance in writing or when the acceptance period stated in the engagement agreement expires without a written objection that identifies a material defect. The Company will correct a material defect reported during the acceptance period at no additional charge.

The client is responsible for keeping its own copy of final deliverables. The Company will keep an archive for the period stated in the engagement agreement, and will provide a further copy on request where it still holds the materials.

Confidentiality

Each party agrees to protect the confidential information of the other. Confidential information includes technical details of systems, business plans, pricing and any material marked as confidential or which a reasonable person would understand to be confidential from the circumstances.

The Company will use confidential information only to perform the engagement and will limit access to personnel and subcontractors who need it for that purpose. The client will use the Company confidential information only for the purposes of the engagement.

Confidentiality obligations do not apply to information that is already public without a breach of these terms, that was lawfully received from another source without a duty of confidence, that was independently developed without use of the confidential information, or that must be disclosed by law.

These obligations continue for five years after the end of the engagement, and for as long as the information remains a trade secret where trade secret protection applies.

Third Party Systems

Engagements frequently involve third party software, cloud services and vendor platforms. The Company integrates these systems but does not control them and is not responsible for their availability, accuracy or security.

Third party systems are governed by their own terms and privacy notices. The client is responsible for accepting those terms and for paying any licence fees that apply. Where the Company recommends a third party service, the recommendation is based on the information available at the time and does not constitute a guarantee of future suitability.

If a third party changes its terms, raises its prices or withdraws a service during an engagement, the Company will notify the client and will propose alternatives. Any additional work required to respond to the change is treated as a scope change under the proposals section of these terms.

Links from this website to third party sites are provided for convenience. The Company does not endorse the content of those sites and is not responsible for their practices.

Access to Client Environments

Where the Company is given access to a client environment, the access is granted for the duration of the agreed work and is limited to the systems and data described in the engagement agreement.

The Company will use the access only for the purposes of the engagement and will follow the client security policies that have been communicated in writing. The Company will notify the client promptly if it becomes aware of any unauthorised use of the access.

Testing and destructive operations are performed only on non-production environments unless the engagement agreement expressly permits otherwise and the client has confirmed a backup is in place. Where a production test is necessary, it is scheduled in a banding window with a rollback plan.

Access credentials are removed at the end of the engagement or earlier on request. The Company will confirm removal in writing when the client asks it to do so.

Warranties and Disclaimers

The Company warrants that it has the skill and experience needed to perform the agreed services and that it will carry out the work with reasonable care and in accordance with the engagement agreement.

Apart from that warranty, the website and the Company services are provided on an as available basis. The Company does not warrant that the website will be free of interruption or error, that information on the website is complete or up to date in every respect, or that a system built or integrated by the Company will be free of every defect.

The Company does not warrant that a client will achieve a particular commercial outcome, that a regulatory approval will be granted, or that a third party platform will continue to operate as described at the time of the engagement.

To the fullest extent permitted by law, the Company disclaims implied warranties of merchantability, fitness for a particular purpose and non-infringement. Where the law does not permit a disclaimer of a particular warranty, the disclaimer does not apply to that warranty.

Limitation of Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot be limited by law.

Subject to that, the total liability of the Company arising from or in connection with an engagement is limited to the fees paid by the client for that engagement in the twelve months before the event that gave rise to the liability.

The Company is not liable for indirect or consequential loss, including loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings or loss of business opportunity, however that loss arises.

The Company is not liable for loss caused by a third party system, by a client environment that has been changed in a way the Company did not control, or by a client decision that the Company advised against in writing.

Where the Company performs work without charge, for example a preliminary review or a courtesy assessment, the Company liability for that work is limited to the greatest extent permitted by law.

Indemnity

The client agrees to indemnify the Company against claims, losses and costs arising from a breach by the client of these terms, from a failure by the client to obtain rights needed for the engagement, or from the content of materials the client supplies for use in the work.

The Company agrees to indemnify the client against claims that a deliverable created solely by the Company infringes the intellectual property rights of a third party, provided that the client notifies the Company promptly and allows the Company to direct the defence of the claim.

If an infringement claim arises, the Company may at its option obtain the right for the client to continue using the deliverable, modify the deliverable to avoid the infringement, or refund the fees paid for the affected part of the deliverable.

Intellectual Property

The content of this website, including the text, the layout, the styling and the scripts, belongs to ELECTRICFALCON LLC and to its development partner Electric Falcons unless a different owner is indicated. The content is protected by copyright and by other intellectual property laws.

You may not copy, republish, sell or distribute the content of this website for commercial purposes without written permission. Reasonable quotation for review, commentary or education is permitted where the source is credited and the quotation is not misleading.

The names ELECTRICFALCON LLC and the associated visual identity are marks of the Company. Nothing in these terms grants permission to use those marks other than to refer accurately to the Company and its services.

Deliverables created for a client are governed by the deliverables and ownership section of these terms. Client materials remain the property of the client, and the Company uses them only for the purposes of the engagement.

Termination

Either party may terminate an engagement for convenience by giving written notice of thirty days. On termination, the client pays for work performed up to the termination date and for any non-cancellable commitments made on the client behalf.

Either party may terminate immediately where the other party commits a material breach that is not remedied within fifteen days of written notice, or where the other party becomes insolvent or ceases to carry on business.

The Company may suspend work immediately where continuing the work would create a risk to a system, to a person or to the law. The Company will explain the reason and will resume once the risk has been addressed.

On termination, the Company will deliver the work completed to date and will return or destroy client confidential information as instructed, subject to any legal retention requirement. Sections of these terms that by their nature should survive termination, including confidentiality, intellectual property and limitation of liability, will continue to apply.

Governing Law

These terms are governed by the laws of the State of Utah, United States, without regard to conflict of law rules that would require the application of the law of another jurisdiction.

The parties agree that the courts located in Utah have jurisdiction over any dispute arising from these terms, and each party consents to that jurisdiction. Before beginning proceedings, the parties agree to attempt to resolve the dispute in good faith through written correspondence and a discussion between senior representatives.

If a provision of these terms is found to be invalid or unenforceable, the remaining provisions continue in effect and the invalid provision is replaced by a valid provision that best reflects the original intent.

Nothing in these terms prevents either party from seeking urgent relief from a competent court where that is necessary to protect a legal right or to prevent harm.

Changes to These Terms

The Company may update these terms from time to time to reflect changes in its practices or in the law. The date at the top of this page shows when the current version took effect.

Changes apply to use of the website from the date they take effect. For an existing engagement, the terms in force when the engagement began continue to apply unless both parties agree in writing to adopt a later version.

Visitors and clients are encouraged to review this page periodically. Continued use of the website after a change takes effect indicates acceptance of the updated terms.

Contact

Questions about these terms should be sent to ELECTRICFALCON LLC at 8 E Manilla Cir, Draper - 84020-5106, United States (US), by email to support@electricfalcon.autos or by telephone at +19804896316.

The station answers messages during normal business hours. Notices that these terms require to be in writing may be sent by email unless an engagement agreement specifies a different method.

This website is operated by ELECTRICFALCON LLC, with website design and engineering by Electric Falcons.