Terms of Service

1. Acceptance of These Terms

These Terms of Service govern the use of the website operated by BrownPeak Legacy LP and the professional services that BrownPeak Legacy LP provides to clients. By accessing this website, submitting an enquiry or entering an engagement with us, you agree to be bound by these terms to the extent they apply to your relationship with us.

If you do not agree with these terms, please do not use the website and do not engage our services. If you are entering an engagement on behalf of an organisation, you confirm that you have authority to bind that organisation, and references to you include that organisation.

2. Definitions

The Company, we, us and our refer to BrownPeak Legacy LP, a computer systems design and related services practice with its address at 897 W 230 N, Orem - 84057-4527, United States (US). The Client refers to the person or organisation that engages the Company for services.

Services means the consulting, engineering, assessment, roadmap, migration, cloud transition, knowledge capture and managed support work described in an engagement agreement. Deliverables means the reports, documents, software, configurations and other materials that the Company produces for the Client.

Engagement Agreement means the signed proposal, statement of work or master services agreement that sets out the specific scope, fees, timeline and responsibilities for a piece of work. Confidential Information means non public information disclosed by one party to the other in connection with an engagement.

3. Services Provided

The Company provides legacy systems modernisation and enterprise transition consulting. Our service lines include Legacy Systems Assessment, Modernisation Roadmaps, Data Migration Engineering, Cloud Transition Programmes, Legacy Knowledge Capture and Managed Transition Support. Each service is described on the Services page of this website, and each may be delivered alone or as part of a broader programme.

Our work is professional and advisory in nature. We design and engineer solutions, we produce evidence, we transfer knowledge and we support operations. We do not replace the Client management, nor do we assume the legal or regulatory obligations that rest on the Client as the operator of its business and systems.

The Company may use subcontractors or affiliate personnel to deliver services, provided that we remain responsible for the work and that any subcontractor is bound by confidentiality and data protection obligations at least as protective as those in the engagement agreement.

4. Eligibility and Authority

Our services are intended for businesses and professional organisations. By engaging us, the Client confirms that it is duly organised and validly existing under the laws of its jurisdiction, that it has full power and authority to enter the engagement, and that the person signing on its behalf is authorised to do so.

The Client also confirms that it will comply with all laws applicable to its business and to the data it asks us to handle. The Company may decline or discontinue an engagement if we reasonably believe that continuing would require us to act unlawfully or unethically.

5. Proposals and Engagement Agreements

Proposals issued by the Company remain open for the period stated in the proposal, or for thirty days if no period is stated. A proposal becomes binding when the Client signs and returns it or otherwise confirms acceptance in writing, at which point it forms part of the engagement agreement together with these terms.

Where a master services agreement has been signed, individual statements of work are governed by that master agreement. Where there is a conflict between documents, the order of precedence is the signed engagement agreement, then the master services agreement if one exists, then these terms.

No purchase order, vendor portal term or standard client document amends these terms unless the Company agrees in writing signed by an authorised representative.

6. Client Responsibilities

The Client agrees to provide timely access to systems, environments, documentation and personnel as reasonably required for the delivery of the services. The Client will designate a project sponsor and a day to day contact who can make or escalate decisions on scope, priorities and acceptance.

The Client is responsible for the accuracy of information it supplies, for maintaining appropriate backups of its systems and data, and for obtaining any third party consents needed for the Company to perform the work. The Client will ensure that its personnel are available for interviews, workshops and reviews within reasonable notice.

Delays caused by the Client, including delayed access, delayed decisions or unavailable personnel, may affect timelines and may result in additional fees where the Company must reschedule resources. We will always raise such matters promptly and agree a way forward before incurring additional cost.

7. Fees, Invoicing and Payment

Fees are set out in the engagement agreement and may be expressed as fixed price, time and materials, or a retainer. Unless stated otherwise, invoices are issued monthly in arrears or on the milestone schedule agreed, and are payable within thirty days of the invoice date.

Fees are exclusive of applicable taxes, which the Client will pay in addition where required by law. The Client will reimburse pre approved expenses as described in the expenses section below. Amounts that remain unpaid after the due date may attract interest at the lesser of one and a half percent per month or the maximum rate permitted by law.

The Company may suspend work if undisputed invoices remain unpaid for more than thirty days after a written reminder. The Company may also require advance payment or a deposit for new clients or for significant engagements, and any such requirement will be stated in the engagement agreement.

8. Expenses and Travel

Where on site work is required, the Client will reimburse reasonable travel, accommodation and subsistence expenses in accordance with the rates stated in the engagement agreement or, if none are stated, in accordance with the Company normal business travel policy. The Company will seek approval for significant travel before it is booked.

Expense receipts are provided with the relevant invoice. The Company will always consider remote delivery where it can achieve the same result, both to control cost and to reduce unnecessary travel.

9. Changes to Scope and Change Control

Both parties recognise that legacy transitions evolve as new facts emerge. A change to scope, schedule, fees or assumptions must be documented in a written change order signed by both parties before the affected work begins, except in genuine emergencies where a documented retrospective approval is completed within five business days.

The Company will provide an impact assessment for each proposed change, setting out the effect on cost, timeline and risk. Work continues under the existing scope until a change order is agreed, and no verbal instruction varies the agreement.

10. Timelines and Dependencies

Timelines in a proposal are estimates based on the information available at the time and on the assumptions stated. They are not guarantees unless expressly identified as guaranteed dates in the engagement agreement.

The Company will notify the Client promptly if it becomes aware of a risk to an agreed date and will propose mitigation. Where a delay is caused by the Client or by a third party outside the Company control, the relevant dates are extended by a reasonable period and the Company may recover reasonable additional costs.

11. Acceptance and Testing

Where deliverables are subject to acceptance, the acceptance criteria are those recorded in the engagement agreement. The Client will review each deliverable within ten business days of receipt and will either accept it or provide a written list of specific deficiencies measured against the agreed criteria.

The Company will correct valid deficiencies at no additional charge and resubmit the deliverable. If the Client does not respond within the review period, the deliverable is deemed accepted. Acceptance does not waive any warranty given in the engagement agreement.

12. Intellectual Property

The Company retains all right, title and interest in its pre existing methods, templates, tools, frameworks and know how, including the BrownPeak survey method and the materials used to deliver it. The Client receives a perpetual, non exclusive licence to use the deliverables for its internal business purposes.

Upon full payment of the fees for an engagement, the Company assigns to the Client the intellectual property rights in bespoke deliverables created specifically for that engagement, excluding the Company pre existing materials and any third party components. The Client grants the Company a licence to use the Client materials solely for the purpose of delivering the services.

Neither party may use the other party name, logo or trademarks in public materials without prior written consent, except that the Company may identify the Client as a client in a confidential list shared under non disclosure obligations.

13. Client Materials and Data

The Client retains ownership of all data, records and materials it supplies or makes available to the Company. The Company will use those materials only for the purposes of the engagement and will handle them in accordance with the engagement agreement and our Privacy Policy.

The Client warrants that it has the necessary rights and consents to supply the materials and that the Company use of them as contemplated will not infringe the rights of any third party. The Company will return or securely destroy Client materials at the end of the engagement in accordance with the Client written instructions.

14. Confidentiality

Each party will keep confidential all non public information received from the other in connection with an engagement and will use it only for the purposes of that engagement. This obligation continues for five years after the end of the engagement, and indefinitely for trade secrets.

Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, that was already lawfully known to the receiving party, that is independently developed without reference to the disclosed information, or that is required to be disclosed by law or regulators. Where disclosure is compelled, the receiving party will, where lawful, give prompt notice so that protective measures can be sought.

15. Data Protection

Each party will comply with the data protection laws applicable to it. Where the Company processes personal information on behalf of the Client, the Company acts as a processor or service provider and will process that information only on the documented instructions of the Client.

The parties will enter a data processing agreement where required by applicable law. The Company will implement appropriate technical and organisational measures, will assist the Client with individual rights requests and security incident notifications, and will impose equivalent obligations on any subprocessor it engages for the engagement. Further detail on our general privacy practices is set out in our Privacy Policy.

16. Third Party Software

Engagements may involve third party software, cloud platforms and open source components. The Client is responsible for obtaining the licences and subscriptions required for its own use of those products, unless the engagement agreement states otherwise.

The Company will identify material third party components and their licence terms in the relevant design or handover documentation. The Company does not warrant third party products and is not liable for their defects, availability or changes to their commercial terms, although we will use reasonable skill in selecting and integrating them.

17. Warranties and Disclaimers

The Company warrants that the services will be performed with the reasonable skill and care expected of a competent professional consultancy and in accordance with the engagement agreement. The Company will re perform services that do not meet this standard, provided the Client notifies us within thirty days of the affected service.

Except as expressly stated, the services and any website content are provided without further warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non infringement. The Company does not warrant that any website will be uninterrupted or error free, and it does not provide legal, tax or accounting advice.

18. Limitation of Liability

To the maximum 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, arising out of or in connection with an engagement, even if advised of the possibility of such loss.

Except for liability that cannot lawfully be limited, the total aggregate liability of each party arising out of or in connection with an engagement is limited to the total fees paid or payable by the Client to the Company under the relevant engagement agreement 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 applicable law does not permit to be excluded or limited.

19. Indemnification

The Client will indemnify and hold harmless the Company against claims, losses, liabilities and reasonable costs arising from Client materials, from the Client use of the deliverables in breach of an engagement agreement, or from the Client failure to obtain consents or licences that it is responsible for obtaining.

The Company will indemnify and hold harmless the Client against third party claims that a bespoke deliverable, used as permitted, infringes a United States intellectual property right, provided the Client promptly notifies the Company and allows the Company to control the defence and any settlement. This indemnity does not apply where the claim arises from Client materials, from modifications made by the Client, or from use in combination with products not supplied by the Company.

20. Termination and Suspension

Either party may terminate an engagement for convenience by giving thirty days written notice, in which case the Client pays for work performed and for non cancellable commitments properly incurred up to the effective date of termination.

Either party may terminate immediately if the other party commits a material breach and fails to remedy it within fifteen days of written notice, or if the other party becomes insolvent, enters administration or ceases to carry on business. The Company may suspend services where an undisputed invoice is overdue, where continuing would breach law, or where the safety of our personnel is at risk.

On termination, each party will return or destroy the other party Confidential Information, the Company will deliver work in progress and any completed deliverables for which fees have been paid, and the provisions that by their nature should survive will continue in force.

21. Force Majeure

Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control, including natural disasters, epidemic or pandemic events, war, civil unrest, labour disputes, government action, failure of public networks or prolonged power outages. The affected party will notify the other promptly and will use reasonable efforts to mitigate the impact.

If a force majeure event continues for more than sixty days and prevents performance of a material part of an engagement, either party may terminate the affected engagement on written notice without liability other than payment for work already performed.

22. Website Acceptable Use

You may use this website for lawful purposes only. You must not attempt to gain unauthorised access to any part of the site or its supporting infrastructure, introduce malicious code, interfere with the availability of the site, scrape content at scale, or use the site in a way that infringes the rights of others or breaches applicable law.

The content on this website is provided for general information and does not constitute a binding offer, professional advice or a guarantee of any particular result. We may change, suspend or withdraw any part of the site at any time without notice.

23. Non Solicitation

During an engagement and for twelve months afterwards, neither party will knowingly solicit for employment any individual who was directly involved in the engagement and who is employed by the other party, without the prior written consent of that other party. This restriction does not apply to general public recruitment advertising or to responses to unsolicited approaches by individuals acting on their own initiative.

24. Governing Law and Disputes

These terms and any engagement agreement are governed by the laws of the State of Utah and the federal laws of the United States applicable in that state, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Utah for the resolution of any dispute arising out of or in connection with an engagement.

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through senior level discussion within thirty days of written notice of the dispute. Nothing in this clause prevents either party from seeking urgent injunctive relief where necessary to protect its rights.

25. General Provisions

These terms, together with the applicable engagement agreement and our Privacy Policy, constitute the entire agreement between the parties on their subject matter and supersede all prior discussions and representations. A waiver of any provision is effective only if in writing and does not waive any later breach.

If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force and the invalid provision is modified to the minimum extent necessary to make it enforceable. Neither party may assign an engagement agreement without the other party written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

Notices must be in writing and sent to the addresses stated in the engagement agreement or to the Company address shown below. Nothing in these terms creates a partnership, joint venture, agency or employment relationship between the parties.

26. How to Contact Us

Questions about these Terms of Service should be sent to the Company using the details below. We will respond as promptly as we can, and we are happy to clarify any provision before you commit to an engagement.

These Terms of Service are issued on behalf of BrownPeak Legacy LP. Thank you for reading them and for considering our practice for your legacy transition work.