Legal document
These Terms of Service govern the use of the website operated by NCX Tech Enterprise L.L.C. and the label, barcode and asset tracking services we provide from our bench at 50 W Broadway Ste 333, Salt Lake City - 84101-2027, United States (US). Please read them fully before you use the site or engage us. They are written in plain language so that both sides know where they stand.
By visiting the website, submitting a form, calling the bench or engaging NCX Tech Enterprise L.L.C. for any service, you agree to these Terms of Service. If you do not accept these terms, please do not use the website and do not engage us. Where these terms conflict with a signed engagement agreement, the signed agreement controls for that engagement, and these terms fill any gap the agreement leaves open.
We may revise these terms from time to time. A revision takes effect when it is posted on this page with a new date. Your continued use of the website after a revision means you accept the updated terms. For an active engagement, a change applies only where the law allows and where the change does not unfairly reduce a right you already hold under a signed agreement.
NCX Tech Enterprise L.L.C. is a computer systems design practice, and its services fall under the broad heading of professional, scientific and technical services. Our work covers thermal label system specification, barcode scheme design, asset tag programs, print rule setup, scanner integration and support retainers. Each service can be delivered on its own or as part of a wider program, and the exact scope for your engagement is set out in a written quote or agreement.
We describe services on the website for general information. A website description is not an offer to deliver a specific result at a specific price. The binding description of what we will do, what we will deliver and when we will deliver it is the one we put in writing for you and you accept. Where a service depends on information you provide, our ability to deliver depends on the accuracy and completeness of that information.
You may use the website if you are able to form a binding contract under the law that applies to you. If you use the site or engage us on behalf of an organisation, you confirm that you have the authority to bind that organisation to these terms. If your authority ends, you must tell us promptly so that we can work with the correct person.
The services are intended for business and professional use. They are not intended for consumers in a personal capacity, and nothing on the website should be read as consumer advice. If you are unsure whether these terms suit your situation, seek independent advice before you proceed.
A quote from the bench states the work we propose, the assumptions behind it and the price. A quote remains open for the period stated in it, and if no period is stated it remains open for thirty days. A quote is an invitation to engage, not a binding offer, and we may withdraw or revise it if the facts change.
An engagement begins when you accept our quote in writing and, where we ask for it, pay any deposit it requires. Only then do we reserve bench time. If work begins before a written acceptance, we may treat the start of work as acceptance of the quote on these terms. Where a project grows beyond the quoted scope, we will tell you before we proceed and agree an additional quote in writing.
Fees are stated in the quote and are payable in the currency named there. Unless the quote says otherwise, a deposit is due before work starts and the balance is due on delivery. Support retainers are billed at the start of each period they cover. We may ask for payment for materials, hardware or media in advance where a supplier requires it.
Invoices are payable within the period stated, and if none is stated they are payable within fourteen days. We may charge interest on a late amount at a reasonable rate, and we may pause work or withhold a deliverable while an undisputed invoice is unpaid. If you dispute part of an invoice, pay the undisputed part and tell us what you dispute; we will resolve the rest in good faith. Amounts are exclusive of any tax that the law requires us to add, unless the quote says otherwise.
To deliver a label program, we depend on you or your team. You agree to give us timely access to the areas, equipment and people that a service requires. You agree to provide accurate information about the surfaces that will carry a label, the environment those surfaces sit in and the scanners that will read them. When you approve a proof or a first article, you confirm that it meets your operational needs.
You are responsible for the legal basis on which you hold and share data with us, including any asset records or employee contact details that a project involves. You are also responsible for backing up your own systems, for applying our labels according to the placement rules we provide and for keeping the print environment in the condition the system requires. A label that fails because a printer was run outside the documented rules is not a defect in our work.
Deliverables for an engagement may include label templates, barcode scheme documents, asset tag registers, print rule pages, first article samples and a testing record. We hand over these items in a usable form and explain how to keep them current. Unless the quote says otherwise, a deliverable is accepted when you confirm it is complete or when you use it in production, whichever happens first.
If you believe a deliverable does not meet the agreed scope, tell us within fourteen days of handover and give us the chance to correct it. We will correct a genuine gap in scope at no extra fee. A request for a change in scope is a new piece of work, quoted and agreed separately. After acceptance, the deliverable is under your control and your maintenance.
We own the methods, know how, templates and tools that we bring to an engagement, and we retain that ownership after we hand over a deliverable. We grant you a perpetual, non exclusive right to use the specific deliverables we create for you, in your own operations, for the purpose described in the quote. This right includes the right to reproduce your own label templates and rule pages inside your organisation.
You retain ownership of the data, brand marks and other material you provide to us. You grant us a limited right to use that material only to perform the engagement. We may show a non confidential sample of our work in a portfolio only with your written permission. Where a deliverable includes a third party element, such as a font or a barcode standard, the terms of that third party apply to that element, and we will tell you when a deliverable carries such a dependency.
Each side may learn information about the other that is not public. We treat your business records, asset lists, location names and test results as confidential, and we use them only for the engagement. You agree to treat our methods, templates and rule sets as confidential in the same way. Confidential information does not include information that is already public, that a party already held without a duty of confidence, or that a party independently develops.
We may disclose confidential information when the law compels it, but where it is lawful and practical we will tell you first so that you can respond. Our confidentiality duty survives the end of an engagement. At the close of a project, we return or destroy confidential material on your request, except for one copy that we keep where a law or a professional duty requires a record.
Our handling of personal information is described in the Privacy Policy, which forms part of these terms by reference. For project records that belong to you, we act under your instructions and we do not use those records for our own purposes. You are the controller of your asset and inventory data, and we are a processor to the extent that we handle it on your behalf.
You agree that the data you send us is accurate to the best of your knowledge and that you have the right to share it. We agree to keep it secure, to limit access to the people who need it and to delete it when the engagement ends or when a retention period expires. If a data incident affects your records, we will notify you without undue delay and cooperate with your response.
We warrant that we will perform the services with reasonable skill and care, in line with the standards of our trade, and that a deliverable will materially match the agreed scope when we hand it over. We also warrant that we have the right to grant the intellectual property rights described in these terms. Those are the only warranties we give.
The website and the services are otherwise provided as they are. To the fullest extent the law allows, we disclaim implied warranties of merchantability, fitness for a particular purpose and non infringement. We do not warrant that the website will be uninterrupted or free of error, or that a label will survive every conceivable environment. A label is a physical article and its life depends on the surface, the adhesive, the print settings and the handling it receives.
To the fullest extent the law allows, neither side is liable for indirect, incidental, special or consequential loss, including lost profit, lost revenue, lost data or business interruption, even if the possibility of such loss was known. Our total liability arising from an engagement is limited to the total fees we received for that engagement, and where a claim relates to a single service, to the fees for that service.
Nothing in these terms limits a liability that cannot be limited by law, such as liability for fraud, for wilful misconduct or for death or personal injury caused by negligence. Where a law does not allow a particular exclusion, that exclusion does not apply, and the rest of this section remains in force. The limitations in this section reflect a fair sharing of risk between a specialist bench and its client.
You agree to indemnify and hold NCX Tech Enterprise L.L.C. harmless against a third party claim that arises from material you provided to us, from your use of a deliverable outside the agreed purpose, or from your failure to hold a lawful basis for the data you shared. We agree to indemnify and hold you harmless against a third party claim that our original work infringes that third party intellectual property, provided that you tell us promptly, give us control of the defence and do not settle the claim without our consent.
An indemnity under this section is subject to the limits in the liability section above. The party seeking indemnity must take reasonable steps to reduce the loss and must give the other party the cooperation and information needed to respond to the claim.
A label system depends on hardware and media that we do not manufacture, such as printers, print heads, films, scanner units, batteries and mounting brackets. We select and configure these items with care, but their own manufacturer terms and warranties apply to the item itself. We pass on the benefit of a manufacturer warranty where we can and we assist with a warranty claim where it is reasonable to do so.
We are not the manufacturer of a third party item and we are not responsible for a defect in it. Where a third party changes a product, discontinues a media or alters a specification, we will tell you and adjust the program where the engagement allows. A change that forces a redesign is new work, quoted separately, unless the engagement states otherwise.
Either side may terminate an engagement for convenience by giving written notice, subject to any notice period in the signed agreement. On termination you pay for work performed and for materials ordered up to that point. We deliver work in progress that has been paid for, unless the law or a safety concern prevents it. A fixed term retainer runs to the end of its term unless either side ends it early as the agreement allows.
We may suspend work or terminate at once if you fail to pay an undisputed invoice after notice, if you ask us to act unlawfully, or if continuing would put the bench or its people at risk. If we terminate for our own convenience before a deliverable is complete, we refund any fee paid for work we did not perform. Sections that by their nature should survive, such as confidentiality, intellectual property, liability and governing law, survive termination.
You agree to use the website lawfully and not to interfere with it. You will not attempt to gain unauthorised access to any part of the site, to overload it with automated requests, to introduce malicious code or to scrape it in a way that harms the service. You will not use the contact form to send unlawful, misleading or abusive content. We may block access where we reasonably believe a use threatens the site, our clients or the public.
The content on the website is provided for information. We own the text, layout and design unless stated otherwise. You may read, print and share a page for your own lawful purpose, but you may not copy the site wholesale or present our material as your own. A reasonable quotation with a credit and a link back is welcome.
These terms are governed by the laws of the State of Utah in the United States, without regard to conflict of law rules. Before either side starts a formal proceeding, the parties agree to discuss the dispute in good faith and, if that does not resolve it, to try a neutral mediation. This step is meant to save both sides the cost of a longer fight and it does not prevent a party from seeking urgent relief from a court where a genuine need exists.
If a dispute is not resolved through discussion or mediation, the courts located in Salt Lake City, Utah, have exclusive jurisdiction, and each side consents to that jurisdiction. A claim must be brought within the period the law allows, and a party that delays does so at its own risk. Nothing in this section takes away a right that a law gives you and that cannot be waived by agreement.
If a part of these terms is found to be unenforceable, that part is limited or removed and the rest stays in force. A failure by either side to enforce a term is not a waiver of that term. You may not assign an engagement without our written consent, and we may assign our rights to a successor as part of a reorganisation. These terms, together with any signed agreement and the Privacy Policy, are the entire agreement between the parties on this subject.
Notices should be sent to the bench address or contact details below, and a notice is treated as received when it is delivered or, for an email, when it is sent to the address we list on the website. Headings are for convenience only and do not affect meaning. Where a translation of these terms is provided, the English version controls. Nothing in this agreement creates a partnership, joint venture or agency between the parties.
Questions about these terms, a notice or a legal request may be sent to NCX Tech Enterprise L.L.C., 50 W Broadway Ste 333, Salt Lake City - 84101-2027, United States (US). Email: hello@ncxtech.buzz. Phone: +15748788597. The contact form on the website reaches the same bench. We answer questions about these terms promptly and in good faith.
Please keep a copy of these terms and of any signed agreement for your records. If any statement here is unclear, ask us before you engage rather than after.