Terms of Service

1. Acceptance of Terms

By accessing our website, submitting a form, or entering into an engagement with Cruxpoint Consulting, LLC, you confirm that you have read and understood these Terms of Service and that you agree to be bound by them. If you do not agree, you should not use the website or engage our services.

If you are using the website or services on behalf of an organization, you represent that you have the authority to bind that organization, and references to you include that organization.

These terms apply together with any written agreement we sign with you. Where a signed agreement conflicts with these terms, the signed agreement controls for the subject matter it covers.

2. Definitions

In these terms, the words below have the meanings given here. The Company refers to Cruxpoint Consulting, LLC, with its office at 765 E 3155 S, Millcreek - 84106-1633, United States (US). The Website refers to cruxpoint.lat and any related pages. The Services refers to the consulting, design, review, and advisory work the Company provides. The Client refers to any person or organization that engages the Company or uses the Website. Deliverables refers to reports, diagrams, plans, playbooks, and other materials the Company prepares for a Client.

The singular includes the plural and the plural includes the singular where the context allows. Headings are provided for convenience and do not limit the meaning of the sections they introduce.

3. Eligibility

The Website and Services are intended for professional and business audiences. By using them, you confirm that you are at least the age of majority in your jurisdiction and that you have the legal capacity to enter into these terms.

We do not direct the Website to children, and we do not knowingly allow children to submit personal information. If we learn that a minor has provided information, we will remove it in accordance with our Privacy Policy.

You are responsible for complying with all laws that apply to your use of the Website and Services, including laws in your own location.

4. Permitted Use of the Website

You may use the Website for lawful purposes and in accordance with these terms. You agree not to misuse the Website in any way, including by attempting to gain unauthorized access to our systems, by interfering with the normal operation of the site, or by using automated tools to scrape content at a volume that burdens our infrastructure.

You may not copy, reproduce, republish, or redistribute substantial portions of the Website content without our written permission, except that you may share links to our pages and quote short passages with attribution.

We reserve the right to suspend or restrict access to the Website for any user who violates these terms or whose conduct creates risk for the Company or for other users.

5. User Content and Submissions

When you submit information through our contact form or by email, you grant us permission to use that information to respond to you and to administer the relationship. You represent that the information you provide is accurate and that you have the right to share it.

You retain ownership of any materials you send to us. You grant us a limited license to review, store, and process those materials for the purpose of responding to your enquiry or delivering Services you have requested.

You agree not to submit content that is unlawful, misleading, harmful, or that infringes the rights of another party. We may remove or decline to act on content that violates these terms.

6. Consulting Services

The Company provides computer systems design and related services, including systems integration advisory, network reliability reviews, migration path planning, monitoring and alerting design, incident response playbooks, and technical diligence reports. The specific scope of any engagement is defined in a written proposal or agreement.

Our advice is based on the information available to us at the time and on the conditions we observe. Systems change, and a recommendation that suits one environment may not suit another. We will describe the assumptions behind our work so that you can evaluate whether those assumptions hold for you.

Unless we agree otherwise in writing, our Services are advisory and do not include the operation of your systems, the performance of your vendors, or the correction of issues outside the agreed scope.

7. Proposals and Engagements

We prepare proposals that describe the scope, the approach, the deliverables, the timeline, and the fees for a proposed engagement. A binding engagement arises only when both parties accept the proposal in writing or when a signed agreement takes effect.

Any estimates of effort or duration are good faith predictions based on the information available. Actual effort may vary as we learn more about your environment, and material changes will be discussed and agreed before they are implemented.

Changes to an agreed scope are handled through a written change request that describes the additional work, the effect on timeline, and any adjustment to fees. Work on the change begins after both parties accept it.

8. Fees and Payment

Fees for Services are set out in the applicable proposal or agreement. Unless stated otherwise, fees are quoted in United States dollars and are exclusive of taxes, which are the responsibility of the Client where applicable.

Invoices are payable within the period stated on the invoice. We may require a deposit before beginning work. Where payment is overdue, we may pause work and charge interest to the extent permitted by law.

Travel and third party expenses that are necessary for an engagement are reimbursed at cost when they have been approved in advance. We will provide supporting documentation for any expense we bill.

9. Client Obligations

Successful consulting depends on cooperation. The Client agrees to provide timely access to the people, systems, and information that are reasonably required for the engagement, and to designate a point of contact who can make decisions on the Client side.

The Client is responsible for the accuracy of the information it provides and for maintaining lawful authority over any system or data it asks us to review. The Client must not ask us to access systems or data without proper authorization.

Where the Client delays providing required access or information, timelines may slip, and we will note the effect. We are not responsible for consequences that arise from a Client failure to meet these obligations.

10. Intellectual Property

The Website and its content, including text, layout, graphics, and code, are owned by the Company or its licensors and are protected by intellectual property laws. Nothing in these terms transfers ownership of the Website or its content to you.

Our method, templates, frameworks, and know how remain the property of the Company. These materials represent the accumulated experience of our practice and may be used in other engagements, provided that we protect the confidentiality of Client information as described in these terms.

The Company name, the CruxPoint identity, and related marks belong to Cruxpoint Consulting, LLC. You may not use them without our prior written permission.

11. Deliverables and License

Upon full payment for an engagement, the Client receives a license to use the Deliverables prepared specifically for it, for its internal business purposes. Deliverables that incorporate our general frameworks, templates, or know how remain subject to our ownership, and the license granted does not permit resale or redistribution of those elements.

Unless otherwise agreed in writing, the license granted is non-exclusive and non-transferable. The Client may make copies of the Deliverables for its own internal use and for its professional advisers.

We retain the right to describe our work in general terms, such as listing the type of project on our website, unless the Client asks us to keep the engagement confidential. We will honor any reasonable request to limit public references to an engagement.

12. Confidentiality

Each party may receive confidential information from the other in the course of an engagement. Each party agrees to use confidential information only for the purpose of the engagement and to protect it with reasonable care.

Confidential information does not include information that is already public, that becomes public through no fault of the receiving party, that the receiving party already knew without a duty of confidence, or that is independently developed without use of the confidential information.

A party may disclose confidential information when required by law or valid legal process, provided that it gives the other party prompt notice where lawful so that protective measures may be sought. These obligations survive the end of the engagement.

13. Third Party Materials

Our Deliverables may reference or rely on third party products, services, or materials. We do not control those third parties and we make no warranty regarding their performance, availability, or terms.

Your use of a third party product is governed by the terms of that provider. You are responsible for obtaining any licenses that are required for products we recommend but do not supply.

Where a Deliverable includes links to third party resources, those links are provided for convenience. We are not responsible for the content found at those destinations.

14. Disclaimers and Warranties

The Website is provided on an as available basis. We work to keep it accurate and available, but we do not warrant that it will be uninterrupted, error free, or free of harmful components. Content on the Website is provided for general information and does not constitute a binding professional opinion about your specific situation.

We perform our Services with the skill and care expected of a competent professional in our field. Except for that commitment, and to the fullest extent permitted by law, we disclaim all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Our advice describes options and risks based on the information available. Decisions about whether and how to act on our advice remain with the Client.

15. Limitation of Liability

To the fullest extent permitted by law, the Company will not be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, even if we have been advised that such damages are possible.

The total aggregate liability of the Company arising out of or relating to an engagement will not exceed the fees paid by the Client to the Company for the engagement giving rise to the claim.

Some jurisdictions do not allow certain limitations, so a limitation in this section may not apply to you. In that case, liability is limited to the smallest extent permitted by applicable law.

This allocation of risk is a fundamental part of the bargain between the parties. The fees we charge reflect the scope of the liability we accept, and both parties agree that the limitation is reasonable given the nature of advisory work. Without this limitation, we could not offer our services at the rates we do.

The limitation applies regardless of the legal theory on which a claim is based, whether in contract, in tort, or under any other theory, and it applies even if a limited remedy is found to have failed its essential purpose.

16. Indemnification

You agree to indemnify and hold harmless Cruxpoint Consulting, LLC and its personnel from claims, losses, and expenses arising from your breach of these terms, from your misuse of the Website, or from your violation of the rights of a third party.

The Company agrees to indemnify and hold harmless the Client from claims that arise from the Company infringement of a third party intellectual property right, provided that the Client promptly notifies the Company and allows the Company to direct the defense.

This section survives the termination of any engagement and of these terms.

17. Termination

Either party may terminate an engagement as provided in the applicable agreement. Absent a specific provision, either party may terminate on written notice, and the Client remains responsible for fees for work performed and commitments made up to the effective date of termination.

We may suspend or terminate access to the Website if we believe that a user has violated these terms or created risk for the Company or others.

Sections that by their nature should survive termination, including confidentiality, intellectual property, disclaimers, limitation of liability, and indemnification, will continue to apply.

18. Governing Law and Disputes

These terms are governed by the laws of the State of Utah, United States, without regard to its conflict of law rules. The parties will attempt to resolve any dispute through good faith discussion before pursuing formal proceedings.

If a dispute cannot be resolved by discussion, the parties agree to submit it to the courts of competent jurisdiction located in Utah, unless a written agreement between the parties provides otherwise.

Nothing in this section prevents either party from seeking urgent relief to protect its rights pending resolution of a broader dispute.

19. Changes to These Terms

We may revise these Terms of Service from time to time. When we make a material change, we will update the effective date at the top of this page and, where appropriate, provide further notice.

Your continued use of the Website or Services after a revision takes effect constitutes acceptance of the revised terms. If you do not agree to a revision, you should stop using the Website and, where applicable, provide written notice to end the engagement.

We encourage you to review this page periodically so that you remain aware of the terms that apply to you. We keep prior versions available on request for clients who need to confirm the terms that governed an earlier engagement.

20. Contact Information

If you have questions about these Terms of Service, please contact us using the details below. We are glad to clarify any provision before you rely on it.

Written notices under an engagement should be sent to the address above or to the email address stated in the applicable agreement.

If any provision of these terms is found to be unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be modified to the smallest extent necessary to make it enforceable. A failure by either party to enforce a provision on one occasion does not waive the right to enforce it later. These terms, together with any signed agreement, constitute the entire understanding between the parties on the subjects they cover and replace any prior discussions on those subjects.