Couloir Capital Partners HV, LLC
2650 E Valley View Ave, Salt Lake City - 84117-5450, United States (US)
Email: serve@couloirhv.hair | Phone: +19145948642
These Terms of Service constitute the agreement that governs every visit to this website and every engagement between you, the customer or visitor, and Couloir Capital Partners HV, LLC, the limited liability company of the United States that operates the developer practice known as CouloirHV. By entering the website, by sending a note through the station ledger, by agreeing to a statement of work or by accepting any deliverable that the Company produces, you confirm that you have read, understood and agreed to be bound by these terms.
If you do not wish to be bound by these terms, please do not use the website, do not send personal information through the form, and do not instruct the Company to begin work. Where the text below refers to the Company, it means Couloir Capital Partners HV, LLC and its employees and contractors. Where it refers to the practice to be delivered or to CouloirHV, it means the same company acting in its design and delivery capacity. Where it refers to you or to the client, it means the natural or legal person who asks the Company to carry out work or who reads this website.
The Company is incorporated and operates in the United States with its principal place of business at 2650 E Valley View Ave, Salt Lake City - 84117-5450, United States (US). It may be reached by electronic mail at serve@couloirhv.hair and by telephone on +19145948642. The client is the person, the firm or the organisation that commissions the work, whether the commissioning is done by an employee, an officer or an authorised agent of that organisation.
Unless a written statement of work says otherwise, the client under these terms is the legal entity that the person signing the statement represents. If an individual signs an order in the name of an employer, that individual confirms that he or she holds the authority to bind the employer, and both the individual and the employer hold responsibility jointly for the obligations that the order creates. The Company may accept an instruction only from a person who is authorised to give it, and reserves the right to ask for evidence of that authority before it begins.
The Company designs and delivers computer integrated systems for operators in the United States. The core services, described across the services page of this website, are enterprise systems integration, custom software architecture, cloud infrastructure design, legacy system modernisation, data pipeline engineering and IT service management platforms.
The descriptions of these services on the website are intended to give a truthful sense of the kind of work the Company carries out. A description does not itself create a binding obligation. No engagement arises until a written statement of work has been agreed and signed by both parties, or until an exchange of documents that both parties treat as the order has been confirmed in writing. Any work that the Company undertakes by way of a free consultation or a capability call is exploratory and does not create a duty to begin a project or to commit resources.
An engagement opens with a conversation. A prospective client writes to the Company or telephones, describes the shape of the current estate and the strain that it feels, and asks whether the crossing is worth drawing. This first stage carries no fee and no obligation on either side. The Company listens, asks where the burden lies, and offers an honest view of whether its arches suit the need.
If both parties wish to proceed, the Company prepares a proposal that sets out the intended scope, the approach, the timeline and the fee. When the client accepts the proposal, the Company draws up a statement of work that turns the proposal into a binding order. A project begins only when that statement has been signed by the client and dated, and when any deposit that the statement requires has been received. Until those two events have both happened, the project has not started.
Each engagement is described in its own written statement of work rather than in a single blanket order. The statement names the parties, dates the agreement, describes the services to be delivered, lists the assumptions and dependencies on which the plan rests, fixes the milestones and the delivery dates, and records the fee and the payment schedule.
A statement of work may be amended only in writing and by a person with authority on both sides. If the client asks for a change of scope that has not been recorded in the statement, the Company will treat it as a variation, will price it separately and will carry it out only after the revised scope has been accepted in writing. Work that the Company performs after a verbal request but before a written variation is accepted remains the subject of negotiation and is not assumed to be free.
The fee for an engagement is stated in the statement of work and is quoted in United States dollars unless the parties agree otherwise in writing. A fee may be charged as a fixed price for a defined scope, as a time and materials rate for an open ended phase, or as a staged payment tied to the delivery of milestones. The method for each engagement is fixed in the statement of work at the point of signature.
A fixed price assumes that the scope, the schedule and the technical assumptions written into the statement hold firm. If a later variation extends the scope or casts doubt on the assumptions, the Company reserves the right to adjust the fixed price to reflect the real work, and will set that adjustment in writing before the extra work begins. A time and materials fee is charged on the recorded hours of the delivery team at the agreed rate, invoiced at the interval the statement names.
The Company issues an invoice for each payment due under the statement of work on the schedule that the statement records. Payment is due within thirty days of the date of an invoice unless a shorter or longer period is written into the statement.
If a payment is not received by its due date, the Company will give notice of the overdue sum and will pause work that depends on the payment until the account is brought current. Interest may accrue on an overdue balance at the rate of one and a half percent per month, or at the highest rate that the governing law allows if that is lower, from the due date until the date the full sum is received. The client bears the ordinary collection costs that the Company reasonably incurs to recover a genuinely overdue debt.
The success of a crossing depends on both banks. The client agrees to give the Company the access, the information and the decision making that the statement of work assumes, and to give them in a timely way. This includes access to the systems concerned, prompt answers to technical questions, the naming of a single point of contact who can bind the client, and the delivery of any data or accounts that the work requires.
Where the client is late in supplying a dependency, the schedule moves in step. The Company does not charge for the delay itself, but it holds harmless any milestone that slips because the client did not keep its side of the road open. The client also agrees to keep its own legal house in order, obtaining, where needed, the permission of the owners of any system or data that it asks the Company to touch, before the work is begun.
The Company delivers in vertical slices rather than in one unsealed block. A working bay is handed over, the client reviews it against the agreed criteria, and the review feeds the next set of bays. Each statement of work records how a deliverable is to be received and judged.
Where a deliverable needs acceptance, the client is taken to have accepted it if no written objection is raised within the review period that the statement names, normally fourteen days from the handover. An objection must say what does not meet the agreed criterion and why. Objections that ask for work beyond the written scope are treated as variations and priced separately, as described in the section of these terms on statements of work.
The Company grants no right in the work until it is paid for. Everything that the Company writes, draws or configures in the course of an engagement and delivers to the client, including custom code, configurations, diagrams, architectural descriptions and documentation prepared specially for that engagement, is described here as a deliverable.
Provided that the client has paid all sums due under the statement to which a deliverable belongs, the Company assigns to the client full ownership of the specific deliverables produced for that engagement, free of the encumbrances of the Company employees who wrote them, to the extent the law permits such an assignment. The Company keeps title to its own underlying methods, patterns, libraries and internal tools that predate or are developed apart from the engagement, and grants the client only the licence described in the next section over those.
Where the Company owns the underlying material that a deliverable draws upon, it grants the client a perpetual, non-exclusive, world-wide, royalty free licence to use that material as part of the delivered work. The licence lets the client operate, run, maintain and extend the deliverables for its own business, and to have them carried by its own contractors, but it does not let the client resell the underlying material as a standalone product to a third party or lend the Company methods out as though they were the client own engineering shop.
The licence is not transferable to a buyer of the client business unless the two parties agree in the statement of work or in a later writing. If the client sells or transfers the whole engagement, the Company offers a fair arrangement under which the licence passes with the asset, on reasonable terms agreed at the time.
Both parties may come to hold information of the other that is not public and that a reasonable person would guard. Examples are source code, business plans, pricing, the contents of a contract, and the technical condition of an estate. Each party agrees to use the confidential information of the other only for the purposes of the engagement, to show it only to those bound to keep it, and to protect it with the same care it gives its own like information.
This duty does not cover information that is already public through no fault of the holder, that was lawfully in the hands of the holder before it was disclosed, that is received from a third party free of any duty, or that must be revealed to meet a law or a court order. The duty survives the end of the engagement for five years, and continues without limit for information that amounts to a trade secret.
A delivered platform very often rests on services that the Company does not own, including cloud providers, data services and software that you already licence. The Company chooses these where its judgement says they fit the need, but the terms and the reliability of a third party service remain the responsibility of that third party and of the client who licences it.
The client holds the accounts for the third party services it controls and is responsible for keeping them current and for paying their bills. Where the Company administers a service on the client account, the client remains the owner of the account and of the data in it. The Company is not liable for an outage, a price change or a withdrawal of service that a third party imposes after the design has been delivered, although it will advise on the least painful change of course when such an event occurs.
The Company warrants that it will carry out the services with the care and skill that a competent firm of similar standing would bring, will meet the milestones that the statement of work records, and will deliver work that lives up to the description that the statement gives. Where a deliverable fails to meet the agreed criteria and the client tells the Company in writing within the warranty period stated in the statement, normally three months from delivery, the Company will fix the fault at no further charge.
The warranty applies only to faults that the Company can reproduce and that rest with its own work. It does not cover a fault caused by the client own modification of a deliverable, by a change the client makes to the surrounding environment, by the material or the systems that the client supplied, or by the client failure to apply an update that the Company provided in the ordinary course.
Everything that this website offers is provided as is and as available, without any warranty of any kind, whether express or implied, to the fullest extent that the law allows. The Company does not warrant that the website will be free of errors, will always be available, or will meet your particular ends, and it makes no implied warranty of merchantability, of fitness for a particular purpose or of non infringement in what it makes freely readable on these pages.
This disclaimer does not reduce the warranties that attach to a paid engagement under the section headed Warranties above. It governs the free reading of the website and the free communications that precede an engagement, and it makes clear that advice offered before a letter of engagement is a pointer toward a discussion rather than a guarantee of a result.
To the fullest extent that the law permits, the total liability of the Company and its employees for any claim that arises out of or in connection with the website or an engagement, whether the claim sounds in contract, in negligence or in another legal theory, will not exceed the total sum that the client paid the Company under the particular statement of work that the claim concerns. For a claim about the website alone, that cap is fifty dollars.
Neither party will be liable to the other for any indirect, incidental, special, consequential or punitive damages, including lost profit, lost revenue, lost data or the cost of substitute services, even if the party was told that such a loss was possible. Some states do not permit the exclusion or the limitation of certain damages, so part of this section may not apply to you, and where the law overrides a clause, that clause is read down to the floor the law allows rather than struck from the whole.
The Company will defend or settle a third party claim that a deliverable it wrote for you, used as the statement of work contemplates, infringes the copyright or the patent of the claimant, and will pay the loss that results, provided that the client tells the Company of the claim promptly, lets the Company take charge of the defence and gives the Company the reasonable help it asks for. The Company may, at its own expense, replace an infringing part with a non infringing equivalent or buy back the use of the offending part.
This indemnity does not reach an infringement that would not have happened but for the client own combination of the deliverable with material, software or a method that the Company did not supply, nor an infringement that follows from following instructions the client insisted upon against the written advice of the Company. The client will, in return, hold the Company harmless from a claim that the data, the systems or the direction that the client supplied the Company caused the infringement.
Either party may end the entire engagement, or a particular statement of work, on written notice to the other. The notice must say why and must state the intended date of the ending, which will not be earlier than the date of the notice. A party may end the engagement at once if the other breaches a material term and fails to cure the breach within fifteen days of a written demand that names it.
A party may also end the engagement at once, without a cure period, if the other is insolvent, goes into liquidation, has a receiver or an administrator appointed, makes an assignment for the benefit of its creditors, or is dissolved. Ending the engagement does not forgive a liability that had already been incurred, and does not release either party from the clauses of these terms that are meant to survive, such as the clauses on confidentiality, on intellectual property and on limitation of liability.
On the end of an engagement, the client pays for all work carried out and all deliverables delivered up to the date of the ending. Fixed price instalments that had become due before the day of ending are still payable in full; instalments scheduled later are replaced by a charge for the work actually done to that point, at the rate that the statement implies.
The Company will hand to the client, within a reasonable time and at no further charge, the deliverables that were complete when the engagement ended, together with the work in progress built to the point of the ending, in whatever usable form it currently holds. Any licence that the client needs to keep running the deliverables already paid for continues, as the licence section describes, even after the engagement is over.
Delivery of a platform is the end of the building, not the end of the road. The Company agrees a support or care arrangement with the client, normally under a separate statement of work, so that the delivered systems stay aligned with the operating estate and with the security of the day. The terms of that arrangement, including the level of help, the hours of cover and its fee, are fixed in the support statement rather than in these general terms.
Where no support statement is signed, the Company offers corrective help for the warranty period described above and then a reasonable amount of helpful advice on the channel by which the work was delivered, but does not guarantee a response within any particular hour. A client that wants a measured guarantee of cover should take the care arrangement, and a client that does not need one is free to run the delivered systems with its own crew.
Security is a shared duty between the banks of the crossing. The Company designs and configures the delivered platforms to apply the current good practice of the profession, including the least privilege principle, managed identities, encryption in transit and sensible logging. It is, however, the client who holds the keys that open the door: the people who run the platform, the passwords they keep, the machines they bring to the estate and the screens they watch.
The Company is not a manager of every day security on behalf of the client, and it does not make the client immune from the errors of its own users. The client agrees to keep its own side secure, to rotate its own credentials to a schedule, to keep the operating patches of any software the client supplied current, and to tell the Company promptly if the estate is breached in a way that touches a system the Company designed.
The Company may revise these Terms of Service from time to time, and will publish the current version on this page with the date of the last change at the head. A revision explains itself as it is made, and the closing and continuing clauses that matter most, such as those on liability and on confidentiality, will not be weakened against the client for work that has already been agreed.
Use of the website and of the free channels after a revision is published counts as acceptance of the new text for that onward use. Work already bound by a signed statement of work stays bound by the terms that stood when that statement was signed, unless the client and the Company agree in writing to bring it under a later text.
Notices that these terms require, and questions about the scope or the boundaries of the delivery, should be given in writing and sent to the address or the electronic mail box below. A notice is taken to have been received when the mail confirms delivery or when the letter is signed for at the office, whichever comes first.
Couloir Capital Partners HV, LLC
2650 E Valley View Ave, Salt Lake City - 84117-5450, United States (US)
Email: serve@couloirhv.hair
Telephone: +19145948642
Please put the phrase Legal Notice in the subject line of any electronic mail meant as notice under these terms. The laws that govern any disagreement arising under these terms are the laws of the State of Utah and the applicable federal law of the United States, and the venue for a dispute is the courts of the State of Utah, unless a mandatory provision of the law of your own state requires otherwise.