These Terms of Service govern the use of this website and the engineering services provided by AKimballEngineering LLC, a computer integrated systems design practice based at 10983 S Sady Ln, Sandy - 84070-5403, United States (US). By visiting this site, contacting our workshop or engaging us for work, you agree to the terms set out below. Please read them carefully and contact us before proceeding if any part is unclear. We have written these terms in direct language so that clients, suppliers and visitors can understand the basis on which we work together.
1. Acceptance of These Terms
By accessing this website, submitting an enquiry, accepting a quotation or allowing work to begin, you confirm that you accept these Terms of Service and that you have authority to bind the organization you represent. If you do not accept these terms, please do not use the site and do not engage our services. Where a signed contract, purchase order or statement of work exists between you and AKimballEngineering LLC, that document governs to the extent of any conflict with these general terms, and these terms fill the gaps that the document does not address.
We may update these terms from time to time. The version published on this page is the current version, and continued use of the site or continued engagement after an update means that you accept the revised terms. A project that is already underway is governed by the terms in force when the engagement began, unless the parties agree otherwise in writing.
2. Our Services
AKimballEngineering LLC provides computer integrated systems design and related engineering services for industrial and business clients. Our work includes control system architecture design, SCADA and HMI integration, industrial network engineering, PLC and relay logic commissioning, instrumentation loop design and legacy system modernization. We may also provide advisory work, documentation packages, operator training and post hand-over support related to these disciplines.
The scope of any particular engagement is defined by the proposal or statement of work agreed with the client. We describe our services on this website for general information only, and nothing on the site is a binding offer to perform a specific task. Engineering judgments depend on the facts of a site, and the written scope for your project is what governs what we will deliver.
3. Engagement and Proposals
A proposal from AKimballEngineering LLC is valid for the period stated in it, or for thirty days if no period is stated. A proposal becomes binding when the client accepts it in writing or issues a purchase order that matches its scope, price and schedule. Until then, either party may walk away without obligation, and we may revise or withdraw a proposal if the information we relied on turns out to be incomplete or inaccurate.
Where a client asks us to begin work before paperwork is complete, we may start at our discretion, and these terms apply to that early work as if a proposal had been accepted. Where a client requires its own terms to apply, the parties should record that agreement in a signed contract so that the governing terms are clear to everyone.
4. Client Responsibilities
Successful control system work depends on cooperation. The client agrees to provide accurate and timely information about the plant, the process, the existing equipment and the intended outcome. The client agrees to give us reasonable access to the site, the drawings, the program logic, the tag databases and the people who operate and maintain the plant. The client agrees to nominate a contact who can make decisions and approve documents on the client behalf.
Where a client delays the supply of information, approvals or access, the schedule and the price may need to change. The client is responsible for the accuracy of data and materials it provides, and for ensuring that it has the right to share them with us. The client is also responsible for ensuring that any third party it involves in the project cooperates with the agreed plan.
5. Fees, Invoicing and Payment
Fees are set out in the accepted proposal and may be quoted as a fixed sum, a time and materials rate or a combination of the two. Unless the proposal states otherwise, invoices are issued on the schedule described in the proposal, and payment is due within the period stated on the invoice, commonly thirty days from the invoice date. Payments are made in United States dollars unless the parties agree on another currency.
Where a payment is late, we may charge interest at a lawful rate, suspend work and recover reasonable costs of collection. The client pays any taxes, duties and withholdings that apply to the engagement, except for taxes on our own net income. Where a client disputes part of an invoice, the client should pay the undisputed portion and raise the dispute promptly so the parties can resolve it without disrupting the project. Amounts already earned for work performed remain payable even if the project is later stopped.
6. Changes and Variations
Industrial projects change as site conditions become clear. Either party may request a change to the scope, schedule or price, and no change takes effect until it is recorded in a written change note and accepted by both parties. We will normally explain the effect of a proposed change, including any additional cost and any effect on the schedule, before the change is authorized.
Where a change is urgent and needed to protect safety or production, we may act first and document the change immediately afterward, and the client agrees to treat that documented change as authorized. Work performed under an accepted change note is subject to these terms in the same way as the original scope.
7. Scheduling and Site Access
Dates in a proposal are estimates unless the parties expressly agree that a date is fixed. Schedules for commissioning and modernization are planned around the client production windows, and the client is responsible for confirming those windows in good time. Where a window moves, the parties will agree a revised schedule, and any standby cost caused by a late change may be charged.
The client agrees to provide safe site access, the necessary permits, parking, network connectivity, power and a suitable working area for the duration of any visit. Where access is denied or interrupted for reasons outside our control, we may treat the affected work as postponed and charge for the time and expense already incurred.
8. Safety and Site Conduct
Safety governs every task we perform. Our personnel follow the client site safety rules, attend any required induction, and wear the prescribed protective equipment. The client agrees to inform us of hazards, energized equipment, confined spaces, arc flash boundaries, stored energy and any other condition that could injure a person working on the system. Where a hazard cannot be eliminated, the client and our team will agree written control measures before work proceeds.
We reserve the right to stop work and remove personnel from a site where safety is at serious risk and the risk cannot be resolved quickly. A safety stop is not a breach of contract, and we will work with the client to resume as soon as it is safe to do so. Both parties agree to report incidents promptly and to cooperate in any investigation.
9. Intellectual Property
We retain ownership of our pre-existing tools, methods, templates, standards and know-how, and of the general engineering knowledge we bring to every project. On full payment for the relevant work, we grant the client a licence to use the project deliverables, such as drawings, documentation, program logic and configuration files, for the operation, maintenance and development of the client own plant. The licence is non-exclusive unless the proposal says otherwise.
The client retains ownership of its own data, plant designs, trademarks and confidential materials, and nothing in these terms transfers those to us. Neither party may use the other marks in public material without consent, except that we may describe a project in general terms where the client has agreed to that reference. Where deliverables include third party software, that software remains subject to its own licence terms, which the client agrees to observe.
10. Client Materials and Data
The client grants us the rights needed to use the drawings, data, programs and other materials it supplies so that we can perform the work. The client confirms that it has the authority to share those materials. We use client materials only for the project, keep them separate from unrelated activity, and handle any personal information in them in line with our Privacy Policy.
On completion of the project, we will return or delete client materials at the client request, subject to any records we must keep for legal, accounting or insurance reasons and subject to copies retained in routine backups. We recommend that the client keeps its own copies of every deliverable, since our working files may be archived after a retention period.
11. Confidentiality
Each party may receive confidential information from the other, including process details, designs, drawings, commercial terms and business plans. Each party agrees to keep the other confidential information private, to use it only for the purpose of the engagement, and to protect it with reasonable care. Access is limited to the people who need the information, and those people are bound to keep it confidential.
These duties do not apply to information that is already public through no fault of the receiving party, that the receiving party already held lawfully, that is independently developed, or that must be disclosed by law or by a court. Where disclosure is compelled, the receiving party will, where lawful, give the other party notice so that protective steps can be taken. The duties continue after the engagement ends for a reasonable period, and indefinitely for trade secrets.
12. Warranties
We warrant that our services will be performed with the skill and care reasonably expected of a competent engineering practice and in accordance with the accepted scope and applicable law. Where a deliverable does not meet that standard, the client should notify us promptly, and we will correct the affected work or, where correction is not possible, provide a reasonable remedy. This warranty is the client primary remedy for defective work.
Except as expressly stated, the website and the deliverables are provided without further warranties, whether express or implied, including implied warranties of merchantability or fitness for a particular purpose, to the fullest extent the law allows. We do not warrant that a plant will achieve a particular production figure, because output depends on factors outside our control such as equipment condition, materials and operations.
13. Limitation of Liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, loss of production, loss of data or loss of business opportunity, arising out of or relating to the engagement, even if the party was advised that such loss was possible. Our total aggregate liability arising out of or relating to the engagement is limited to the total fees actually paid by the client for the specific work that gave rise to the claim.
Nothing in these terms limits liability that cannot be limited by law, including liability for death or personal injury caused by negligence, or for fraud or wilful misconduct. The limitations apply to the benefit of our members, employees, subcontractors and suppliers, and they survive the end of the engagement. We hold professional and general liability insurance as described in our proposals on request.
14. Indemnity
Each party agrees to indemnify the other against claims, losses and reasonable costs arising from its own breach of these terms, its own negligence or wilful misconduct, or its infringement of a third party right. A party seeking indemnity will notify the other promptly, allow the other to participate in the defence, and cooperate reasonably. A party may not settle a claim in a way that imposes an obligation on the other party without that party consent.
The client agrees to indemnify us against claims arising from the condition of the client site, from materials or instructions the client supplied, and from any use of the deliverables outside the scope for which they were prepared and intended.
15. Termination and Suspension
Either party may terminate an engagement for convenience by giving written notice, and the client remains responsible for the fees earned for work performed up to the effective date of termination, together with any unavoidable costs already committed. Either party may terminate immediately where the other commits a material breach that is not remedied within a reasonable cure period, or where the other becomes insolvent, enters administration or ceases to trade.
We may suspend work where an invoice is overdue, where a safety risk is unresolved, or where we no longer have the access or information needed to continue. On termination, we will reasonably assist with an orderly hand-over of the completed deliverables, and the provisions on confidentiality, intellectual property, liability, indemnity and governing law will continue to apply.
16. Acceptable Use of This Website
You may view this website and use it to contact us. You may not attempt to interfere with the site, its hosting, or the security of any system connected to it. You may not use automated means to scrape the site at a rate that degrades service for others. You may not post or transmit anything unlawful, misleading, harmful or infringing through the site, and you may not impersonate AKimballEngineering LLC or any member of our team.
The content of this website is provided for general information. While we try to keep it accurate and current, engineering information can become outdated as standards and equipment change. You should not rely on the site alone for a decision about safety or a specific installation, and you should contact us for advice that fits your site and your process.
17. Third Party Goods and Services
Our work often involves hardware, software and services supplied by others, such as controllers, drives, instruments, switches and supervisory software. We select these products with care, but their supply and their warranties are provided by their manufacturers or suppliers, and those terms apply directly between the client and the supplier unless the parties agree otherwise. We are not responsible for a manufacturer decision to change or discontinue a product, though we will help the client plan a transition where this happens.
Where we resell a third party product or service, the sale is subject to the relevant supplier terms, and the client agrees to observe any licence conditions that come with the product. Where a third party delays a delivery or a service that our schedule depends on, we will adjust the plan and keep the client informed.
18. Force Majeure
Neither party is liable for a failure or delay caused by events beyond its reasonable control, such as natural disaster, severe weather, fire, flood, epidemic, war, civil unrest, industrial action, failure of a utility or network, or a government order. The affected party will notify the other promptly and will use reasonable efforts to resume performance. If the event continues for an extended period, either party may terminate the affected portion of the engagement, and the client will pay for work performed and costs unavoidably committed up to that point.
19. Governing Law and Disputes
These terms and any dispute arising out of or relating to them are governed by the laws of the State of Utah, United States, without regard to conflict of law rules, and the State and federal courts located in Utah have exclusive jurisdiction over any matter that the parties cannot resolve by discussion.
Before starting formal proceedings, the parties agree to try to resolve a dispute through good faith negotiation between senior representatives. If negotiation does not resolve the matter within a reasonable period, the parties may agree to mediation before a neutral facilitator. Nothing in this section prevents a party from seeking urgent relief from a court to protect its rights or its information.
20. General Provisions
These terms, together with the accepted proposal or statement of work and our Privacy Policy, form the entire agreement between the parties concerning the subject matter and replace any earlier understanding. If any provision is found to be invalid, the rest of the terms remain in force, and the invalid provision is replaced by one that most closely reflects the original intention. A failure to enforce a provision is not a waiver of it. Neither party may assign an engagement without the other consent, except to an affiliate or in connection with a merger or sale of substantially all assets. Notices are given in writing to the addresses stated in the proposal or to projects@akimballengineering.lol. Where a conflict exists, the order of precedence is the signed contract, then the statement of work, then these terms.
21. How to Contact Us
For any question about these Terms of Service, please contact AKimballEngineering LLC using the details below. We welcome a conversation before any disagreement grows, and we will respond as quickly as we can.
Company: AKimballEngineering LLC
Address: 10983 S Sady Ln, Sandy - 84070-5403, United States (US)
Email: projects@akimballengineering.lol
Phone: +13204954599