Terms of Service

1. Acceptance of These Terms

By accessing or using this website, you agree to be bound by these Terms of Service and by our Privacy Policy. If you do not agree with these terms, you must not use the website. Your continued use of the website after any update to these terms constitutes acceptance of the updated version.

If you are using the website on behalf of an organization, you represent that you have authority to bind that organization to these terms, and references to you include that organization. If you do not have that authority, you must not use the website on the organization behalf.

These terms do not replace a signed project agreement. Where a signed agreement conflicts with these terms, the signed agreement governs the project work it covers.

2. Definitions

In these terms, the Company refers to Barnettworks Limited Co., operating as BarnettWorks. The Website refers to the site published at barnettworks.buzz and any successor location. The Services refers to the engineering, integration, commissioning, support and related work offered by the Company.

The Client refers to a person or organization that engages the Company for Services under a written agreement. Deliverables refers to drawings, programs, documentation, test records, reports and other materials produced by the Company in the course of Services. Content refers to text, images, layout, drawings and other material published on the Website.

Business Day means any day other than a Saturday, Sunday or public holiday in the State of Utah, United States.

3. Eligibility and Business Use

The Website and the Services are intended for businesses and professionals. By using the Website, you confirm that you are at least the age of majority in your jurisdiction and that you are using the Website for legitimate business purposes.

The Company does not target consumers, and nothing on the Website should be read as a consumer offer. Where consumer protection law would otherwise apply, the parties agree that the Services are supplied in a business to business context to the fullest extent the law permits.

You are responsible for complying with all laws that apply to your use of the Website and to your own business operations.

4. Permitted Use of the Website

You may view, download and print pages from the Website for the purpose of evaluating the Company and its Services. You may share links to the Website freely. You may not use the Website in a manner that damages, disables, overloads or impairs it, or that interferes with any other party use of it.

You may quote short extracts of Website Content with clear attribution to Barnettworks Limited Co. and, where practical, a link to the source page. Any other reproduction, republication or commercial exploitation of the Content requires prior written permission from the Company.

Automated access is permitted only where it respects published technical standards, does not impose an unreasonable load, and does not attempt to bypass security controls. The Company may restrict or block access that it reasonably considers abusive.

5. Prohibited Conduct

You must not use the Website to transmit malicious code, to attempt unauthorized access to any system, to probe or scan for vulnerabilities without written authorization, to harvest contact details for unsolicited marketing, or to impersonate the Company or any other person.

You must not misrepresent your identity or affiliation when contacting the Company, and you must not use the contact channels to send unlawful, threatening, defamatory or obscene material. You must not upload or transmit material that infringes the rights of any third party.

The Company reserves the right to investigate suspected violations and to cooperate with law enforcement where appropriate. Violation of this section may result in suspension of access and may give rise to legal liability.

6. Intellectual Property

All Content on the Website, including text, layout, diagrams, graphics, the relay ladder control board motif and the BarnettWorks name as used in commerce, is owned by or licensed to Barnettworks Limited Co. and is protected by intellectual property law. Except as expressly permitted in these terms, no right or license is granted to you in respect of that Content.

Project Deliverables are governed by the applicable project agreement. Unless that agreement states otherwise, the Company retains ownership of its pre existing tools, templates, methods, libraries and know how, and grants the Client a license to use the Deliverables for the operation and maintenance of the systems to which they relate.

Nothing in these terms transfers ownership of the Company background intellectual property, including reusable code modules, drawing templates, commissioning forms and engineering standards that the Company applies across multiple projects.

7. Project Enquiries and Proposals

Submitting an enquiry through the Website does not create a contract. It begins a conversation in which the Company may ask questions, request site information and, if appropriate, prepare a proposal. The Company may decline an enquiry at its discretion and is not obliged to explain the decision.

A proposal remains valid for the period stated in it or, if no period is stated, for thirty days from issue. A contract is formed only when both parties sign a written agreement or when the Client accepts a proposal in the manner the proposal specifies and the Company confirms acceptance in writing.

Information exchanged during the enquiry stage may be confidential. Each party agrees to use the other party confidential information only for the purpose of evaluating the potential project and to protect it with reasonable care.

8. Service Delivery Terms

The Company provides control system architecture design, PLC and SCADA integration, panel fabrication supervision, commissioning and field testing, legacy system retrofits and 24/7 support contracts. The specific scope, schedule, assumptions and exclusions for any project are set out in the signed project agreement.

The Company performs its work with the skill and care expected of a competent engineering firm in the field of computer integrated systems design. Where a standard of performance is stated in the project agreement, that standard governs. Where the project agreement is silent, the Company applies its own documented engineering practices.

Changes to scope are managed through written change orders that describe the change, the effect on schedule and the effect on fees. Work outside the agreed scope proceeds only after a change order is signed or otherwise confirmed in writing by both parties.

9. Client Obligations

The Client agrees to provide accurate information about the process, the existing systems, the site conditions and the operating constraints that affect the work. The Client agrees to make qualified personnel available for interviews, reviews, walkthroughs, testing and training as reasonably required.

The Client is responsible for maintaining adequate backups of its data and its control programs before the Company performs work that may alter them, unless the project agreement expressly assigns that responsibility to the Company. The Client is responsible for obtaining any permits, approvals or third party consents required for the work.

Where the Client provides hardware, software or third party services, the Client is responsible for ensuring that they are licensed, supported and suitable for the intended purpose, and for disclosing any known limitations that could affect the project.

10. Fees, Invoicing and Payment

Fees are stated in the proposal or project agreement and may include engineering time, travel, expenses, fabrication supervision and support services. Unless the agreement states otherwise, invoices are issued on the schedule set out in the agreement and are payable within thirty days of the invoice date.

Expenses reasonably incurred in delivering the Services, such as travel, accommodation and shipping, are charged at cost or at the rates stated in the agreement. The Company provides reasonable documentation for expenses on request.

Late payment may result in interest charges at the rate stated in the agreement or, if none is stated, at the maximum rate permitted by applicable law, together with suspension of work and suspension of support access until the account is current. The Client remains responsible for all amounts properly invoiced for work performed before suspension.

11. Scheduling and Access

Project schedules are based on the assumptions stated in the agreement, including assumptions about site readiness, permit availability and the number and complexity of control loops. Delays caused by events outside the Company reasonable control may require an adjustment to the schedule and to the associated fees.

The Client agrees to provide safe and timely access to the site, to the equipment and to the personnel needed for the work. Where access is delayed, the Company may redeploy its team and reschedule, and stand by time may be chargeable as stated in the agreement.

The Company will use reasonable efforts to coordinate with other contractors on site. The Client is responsible for overall site coordination where multiple trades are involved and for resolving conflicts between contractors that affect the Company work.

12. Site Safety and Field Conditions

Control work involves electrical hazards, moving machinery, stored energy and confined spaces. The Client is responsible for the safety of the site, for identifying known hazards and for providing the safety orientation, permits and protective equipment required by the site rules and by law.

The Company personnel will follow site safety rules that have been communicated to them and will stop work where they reasonably believe a condition presents an imminent danger. A work stoppage on safety grounds is not a breach of the agreement, and any resulting schedule impact is addressed through the change process.

The Company is not responsible for pre existing site conditions, including undocumented wiring, incorrect labeling, degraded equipment or code violations that were not disclosed and that could not reasonably have been discovered during the agreed survey.

13. Deliverables and Documentation

The Company produces Deliverables such as architecture documents, drawings, panel schedules, program files, commissioning records and support documentation. The contents, format and delivery method are described in the project agreement.

Upon final payment, the Client receives the rights to the Deliverables that the agreement specifies. The Company may retain copies of the Deliverables for its records, for support purposes and for professional liability insurance, subject to the confidentiality obligations in these terms and in the project agreement.

The Client is responsible for reviewing Deliverables promptly and for notifying the Company of any material error or omission within the review period stated in the agreement. The Company will correct verified errors within the agreed scope at no additional charge.

14. Warranties and Disclaimers

The Company warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards for computer integrated systems design. The Company does not warrant that any control system will be free from faults, that it will operate without interruption, or that it will satisfy every requirement not stated in the project agreement.

Except for the express warranty above, the Website and the Services are provided on an as available basis without further warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non infringement, to the fullest extent permitted by law.

The Company does not warrant the performance of third party hardware, software, networks or services, and does not warrant results that depend on information supplied by the Client or on conditions at the site that were not disclosed and could not reasonably have been discovered.

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 production, lost data or business interruption, arising out of or relating to the Website or the Services, even if the Company was advised of the possibility of such damages.

To the fullest extent permitted by law, the total aggregate liability of the Company arising out of or relating to the Services is limited to the fees actually paid by the Client to the Company for the specific Services giving rise to the claim, or to the amount stated in the project agreement, whichever is greater.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, for willful misconduct, or for death or personal injury caused by negligence where such exclusion is prohibited by applicable law.

16. Indemnification

The Client agrees to indemnify and hold harmless the Company and its personnel from claims, losses, damages and reasonable costs arising from the Client site conditions, from the Client supplied information, hardware or software, from the Client failure to obtain required permits or approvals, or from the Client breach of these terms or of the project agreement.

The Company agrees to indemnify and hold harmless the Client from claims that the Company Deliverables, used within the agreed scope, infringe the intellectual property rights of a third party, provided the Client notifies the Company promptly and allows the Company to control the defense and settlement of the claim.

A party seeking indemnity must provide prompt notice, reasonable cooperation and the opportunity to participate in the defense of the claim. No settlement that imposes obligations on an indemnified party may be entered without that party consent.

17. Confidentiality

Each party may receive confidential information from the other, including technical drawings, program files, process data, pricing and business plans. The receiving party agrees to use that information only for the purpose of the project, to protect it with reasonable care, and to disclose it only to personnel and contractors who need it and who are bound by confidentiality obligations.

Confidential information does not include information that is or becomes public through no fault of the receiving party, that was already known without an obligation of confidence, that is independently developed without use of the confidential information, or that is required to be disclosed by law or by a valid legal order.

Where disclosure is required by law, the receiving party will, where permitted, give the disclosing party prompt notice so that protective measures can be sought.

18. Third Party Products and Licenses

The Services often involve third party controllers, drives, software platforms, development environments and network equipment. Those products are governed by the licenses and terms of their respective manufacturers and suppliers. The Client is responsible for obtaining and complying with those licenses.

The Company may use its own licensed development tools to produce Deliverables. Where a Deliverable requires a third party license for the Client to use or modify it, the Client is responsible for acquiring that license at its own cost, unless the project agreement states otherwise.

The Company is not responsible for changes that a third party makes to its products, licensing terms or support policies, or for the effect of such changes on a system the Company has delivered.

19. Termination and Suspension

Either party may terminate a project agreement according to its terms, including for material breach that remains uncured after written notice and a reasonable cure period. The Company may suspend work or support access if invoices remain unpaid beyond the agreed period or if site conditions present an unacceptable safety risk.

Upon termination, the Client remains responsible for fees for work performed and costs properly incurred up to the effective date of termination, and for any non cancellable commitments made on the Client behalf. The Company will provide the Client with Deliverables that have been paid for, subject to the confidentiality and intellectual property provisions of these terms.

Provisions that by their nature should survive termination, including confidentiality, intellectual property, warranty disclaimers, limitation of liability and governing law, will continue in effect.

20. Force Majeure

Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control, including natural disasters, severe weather, epidemics, war, civil unrest, labor disputes, government action, supplier failure, widespread utility or network outages, or other events that could not reasonably have been foreseen or mitigated.

The affected party will notify the other promptly and will use reasonable efforts to resume performance. If a force majeure event continues for an extended period, either party may terminate the affected portion of the work without liability for the unperformed portion, subject to payment for work already performed.

Force majeure does not excuse a party from its obligation to pay amounts already due.

21. Governing Law and Disputes

These terms and any dispute arising out of or relating to them or to the Services are governed by the laws of the State of Utah, United States, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Utah for the resolution of disputes, unless the project agreement provides otherwise.

Before commencing formal proceedings, the parties agree to attempt in good faith to resolve any dispute through senior level discussion and, where appropriate, through mediation. This step does not prevent either party from seeking urgent interim relief where necessary to protect its rights or property.

If any provision of these terms is held to be invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is replaced by a valid provision that best reflects the original intent.

22. Changes to These Terms

The Company may update these Terms of Service from time to time to reflect changes in the Website, the Services or applicable law. The effective date at the top of this page indicates when the current version took effect.

Material changes will be communicated through the Website or, where appropriate, by direct notice to active clients. Continued use of the Website after an update takes effect constitutes acceptance of the updated terms.

Project work in progress at the time of an update remains governed by the signed project agreement unless the parties agree in writing to adopt the updated terms.

23. How to Contact Us

Questions about these Terms of Service, requests for permission to reproduce Content, and notices relating to a project should be directed to the Company using the details below.

We aim to respond to contractual and commercial questions promptly and to direct technical questions to the engineer responsible for the relevant account.