Acceptance of These Terms
These terms of service form a binding agreement between you, the client, and ECHOHAWK PROFESSIONAL SERVICES LLC, a company registered at 891 N Pleasant Valley Ln, Washington, UT 84780-3242, United States. By engaging our services, submitting an enquiry through our website, or signing a statement of work, you agree to be bound by these terms.
Please read these terms carefully before using our services. If you are entering into this agreement on behalf of an organization, you confirm that you have the authority to bind that organization. If you do not have that authority, or if you do not agree with any part of these terms, you should not use our services.
These terms apply alongside any separate written agreement, proposal, statement of work, or purchase order that describes a specific project. If there is a conflict between these terms and a project specific document, the project specific document controls for the subject it covers, unless it says otherwise.
We may provide the services directly or through authorized engineers and subcontractors. References in these terms to the Company include those individuals and firms where the context requires. All services are provided subject to these terms, which take effect on the date you first engage us.
Eligibility
Our services are available to businesses, organizations, and individuals who are legally able to enter into binding contracts. You must be at least eighteen years old to engage our services or to submit an enquiry on behalf of an organization. If you are under eighteen, a parent or guardian must handle the engagement.
You confirm that the information you provide during an engagement is accurate and complete. This includes contact details, billing information, and descriptions of your environment. Where your information changes, you agree to notify us promptly so that we can keep our records correct.
We may refuse service where we reasonably believe that the engagement would violate law, create an unacceptable risk, or require capabilities outside our scope. We will explain our decision when we are able to do so and will refund any unearned prepayments.
If you engage us on behalf of a company, partnership, or other legal entity, you confirm that the entity exists and that you are authorized to act for it. We may request evidence of that authority before beginning work.
Description of Services
The Company provides computer systems design, computer integrated systems design, and related professional and technical services. These services include system architecture and planning, network design and infrastructure, integration of software and hardware, cloud migration, security hardening, backup and recovery, and managed operations.
The specific scope of each engagement is defined in a proposal, statement of work, or project plan. The scope sets out the deliverables, milestones, timelines, and responsibilities of each party. Work that falls outside the agreed scope is quoted separately and requires your approval before it begins.
We perform services with professional skill, care, and diligence consistent with industry standards. Deliverables are prepared for the purpose stated in the engagement documentation. They may not be suitable for other purposes, and you are responsible for confirming that a deliverable fits your intended use.
Our services rely on information you provide about your environment. If that information is incomplete or inaccurate, the quality of the deliverables may be affected. We will flag any limitations we discover, but our responsibility is limited to work performed using the information available at the time.
Quotes and Proposals
Proposals and quotes we issue are valid for the period stated in the document, typically thirty days from the date of issue. A quote is an invitation to treat, not a binding offer. It becomes a binding agreement when you accept it in writing, which may be by signature, email, or an approved electronic acceptance process.
Quotes are based on the scope and assumptions stated in the proposal. If the scope changes, if your environment differs materially from what was described, or if third-party prices change, we may revise the quote. Any revised quote is presented for your approval before additional work begins.
Fixed price quotes include a defined allowance for unforeseen complications. Where the complexity of the work clearly exceeds that allowance, we will inform you before continuing and will not proceed without your consent to the additional cost.
Time and materials engagements are billed at the agreed hourly or daily rates. You receive an itemized breakdown with each invoice so you can see the work performed and the time applied to it.
Client Responsibilities
You are responsible for providing timely access to your systems, facilities, and personnel as needed to complete the work. This includes administrative credentials where required, a safe working environment for on site visits, and access to the people who understand your environment.
You are responsible for ensuring that you have the right to authorize the work we perform, including licenses for the software involved and permission to modify the systems concerned. Where we act under your authority on systems owned by a third party, you confirm that such authority has been granted.
You agree to review deliverables and milestones promptly and to provide feedback and decisions within the timeframes set out in the project plan. Delays in your feedback may change the schedule, and we will update the plan accordingly.
You are responsible for keeping backups of your own data before we perform changes, unless backup and recovery is a stated deliverable of the engagement. You agree to communicate any urgent changes or incidents to us through the channels we provide.
Fees and Payment
Fees are stated in the applicable proposal, statement of work, or rate card. Unless otherwise agreed, project fees are invoiced according to the payment schedule in the engagement document. Recurring managed services are invoiced monthly and are payable in advance.
Invoices are payable within the period stated on the invoice, which is generally thirty days from the date of issue. Late payments may be subject to interest at the rate allowed by applicable law. We may suspend work or services if an invoice remains unpaid beyond the agreed period.
All fees are exclusive of applicable taxes unless stated otherwise. You are responsible for taxes charged on the services, other than taxes on our income. We will show any applicable tax separately on the invoice.
Third-party costs such as hardware, software licenses, and specialized services are billed at cost unless the proposal states otherwise. We obtain your approval before incurring significant third-party costs.
Intellectual Property
Materials we create specifically for you under an engagement, such as design documents, configuration files, diagrams, and written procedures, are prepared as works for hire to the extent permitted by law. Ownership of those specific deliverables transfers to you once payment is received in full.
Our pre-existing tools, methodologies, frameworks, templates, and standard scripts remain our property. This includes reusable engineering assets we developed before the engagement or independently of it. Any pre-existing material embedded in a deliverable is licensed to you for use with that deliverable.
You retain ownership of your data, your systems, and your intellectual property. You grant us a limited license to use your materials to the extent necessary to deliver the services, which ends when the engagement is complete.
We may retain a copy of deliverables for archival, insurance, and audit purposes and for our own professional obligations. Such copies are kept confidential and are not used for the benefit of other clients.
Licenses and Permissions
We do not provide or transfer ownership of third-party software. Any software licensed as part of a project is licensed to you by its owner under the terms of that owner license agreement. You are responsible for reading and complying with those third-party terms.
Where we configure or deploy software on your behalf, we rely on your confirmation that you hold the necessary licenses or that open-source licenses permit the intended use. You are responsible for the legal use of all software in your environment.
Open-source components we incorporate into deliverables are subject to their own license terms. We will identify significant open-source components in the project documentation and will comply with their attribution requirements.
We do not warrant that any deliverable will be free from third-party intellectual property claims. Where we believe a conflict may exist, we will raise it with you before proceeding with the affected part of the work.
Confidentiality
Both parties agree to keep confidential any non-public information received from the other party in connection with an engagement. This includes business plans, technical details, financial data, credentials, and personal information. Confidential information is used only for the purpose of the engagement.
Confidential information does not include information that is public, already known to the receiving party, independently developed, or lawfully received from a third party without restriction. These exclusions keep normal business cooperation uncomplicated.
Each party takes reasonable measures to protect the confidentiality of the other party information, consistent with the sensitivity of the information. Access is limited to individuals who need it to perform the engagement and who are bound by confidentiality obligations.
Confidentiality obligations survive the end of the engagement and remain in force while the information retains commercial or personal sensitivity. Where disclosure is required by law or valid legal process, the receiving party will notify the disclosing party where permitted and will limit the disclosure to what is required.
Warranties and Disclaimers
The Company warrants that services are performed with professional skill and care and that deliverables conform to the agreed specifications. If a deliverable does not conform, we will correct it at our cost within a reasonable time. This warranty is your exclusive remedy for defects in workmanship.
Except as expressly stated, the services and deliverables are provided on an as is and as available basis. To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability and fitness for a particular purpose.
We do not warrant that the operation of any system will be uninterrupted or error free. Computer systems are complex, and absolute reliability cannot be guaranteed even with the best engineering. Our uptime commitments are defined in the specific service agreement, not in these general terms.
We do not warrant that systems we design will be immune to all security threats. Security measures reduce risk; they do not eliminate it. You remain responsible for user behavior, physical security, and the overall governance of your environment.
Limitation of Liability
To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages. This includes loss of profits, loss of revenue, loss of data, interruption of business, and costs of substitute services, even if the party was advised of the possibility of such damages.
The total liability of each party arising out of or relating to an engagement is limited to the total fees paid or payable for the services under that engagement during the twelve months preceding the claim. This cap applies to all claims in the aggregate, regardless of the legal theory.
Nothing in these terms limits liability that cannot be limited by law, including liability for fraud, gross negligence, willful misconduct, or personal injury caused by negligence. Where a limitation is invalid under applicable law, the remainder of these terms continue in full force.
You are responsible for maintaining backups of your data as described in these terms. To the extent permitted by law, we are not liable for loss of data where you did not maintain the backups required by the engagement documentation.
Indemnification
You agree to indemnify and hold harmless the Company, its employees, and its contractors from claims, damages, and costs arising from your breach of these terms, your misuse of our services, or your violation of the rights of a third party. This includes claims arising from content you provide or from systems you ask us to modify.
The Company will defend you against claims that a deliverable we created infringes the intellectual property rights of a third party, provided you notify us promptly and allow us to control the defense. This obligation does not apply where the claim arises from your modifications, your combination of our work with third-party materials, or your failure to follow our instructions.
Each party indemnity is subject to the requirement that the indemnified party gives prompt notice of the claim, cooperates in the defense, and does not admit liability without consent. Failing to meet these conditions may reduce the indemnifying party obligations to the extent of the prejudice caused.
The limitations in these terms apply to any indemnity amounts to the extent permitted by law. Nothing in this section requires either party to indemnify the other for matters excluded from coverage by applicable law.
Third-Party Services
Projects may involve products and services supplied by third parties, such as cloud platforms, software vendors, and carriers. Those products are governed by their own terms and conditions, and we act as an integrator rather than a reseller unless a reseller agreement applies.
We will identify the third-party providers involved in a project and will provide you with their terms on request. You are responsible for accepting those terms where required and for managing the accounts associated with the services.
We are not liable for failures caused by third parties, including outages, changes to product functionality, or discontinuation of service. We will use reasonable efforts to select reliable providers and to work around third-party failures when they occur.
Where a third-party service stops supporting the version we have integrated, we will advise you of the options, which may include an upgrade at additional cost. Long-term compatibility with third-party products depends on the roadmap of each provider.
Data Protection and Security
Our handling of personal information is described in our privacy policy, which is incorporated into these terms. Both parties agree to comply with applicable data protection law in connection with the services. We process personal information only for the purposes of the engagement and under your instructions.
Where we act as a processor of data you control, we apply appropriate technical and organizational measures to protect it. We do not use your data for purposes unrelated to the engagement, and we do not disclose it except as needed to deliver the services or as required by law.
You are responsible for the lawfulness of the data you provide to us and for obtaining any consent required for processing it. You confirm that you have the authority to give us access to the data and systems involved in the engagement.
In the event of a data breach affecting your personal information, we will notify you without undue delay and will cooperate with your investigation and notification obligations. We maintain incident response procedures to support this commitment.
Acceptable Use
You agree to use our website and services for lawful purposes only. You may not use them to violate any law, infringe the rights of others, or interfere with the operation of our systems. You may not attempt to gain unauthorized access to any part of our infrastructure.
You may not misuse our services to store, transmit, or process unlawful content, or to facilitate harmful activity including fraud, phishing, malware distribution, or harassment. We may suspend services where we reasonably believe such activity is occurring, pending investigation.
You are responsible for the conduct of users within your environment. Where we provide managed services, you agree to cooperate with our security policies and to act on the alerts and recommendations we provide.
We reserve the right to restrict or suspend access to our website for technical, security, or legal reasons. We will give notice where practical and will restore service as soon as the reason is resolved.
Term and Termination
Project engagements begin on the date agreed and continue until the deliverables are accepted or the statement of work is completed. Managed services continue for the period agreed in the service agreement and renew automatically unless either party gives notice as described in that agreement.
Either party may terminate an engagement for material breach if the breach is not cured within thirty days of written notice. A party may also terminate immediately if the other party becomes insolvent, enters bankruptcy, or fails to meet payment obligations.
Upon termination, you pay for work performed and costs incurred up to the termination date. We deliver the work products that are complete or in progress, subject to payment. Confidentiality and the other clauses that are intended to survive termination remain in effect.
We may suspend services for non-payment, for failure to cooperate, or where continuing would create a risk to safety, security, or legal compliance. We will give notice before suspending where reasonably possible.
Support and Maintenance
Support is provided under the terms of the relevant service agreement. Our managed operations desk provides monitoring and incident response, and active clients may contact us at any time using the channels provided. Response targets are defined in the service agreement.
Project work includes a defect correction period, generally ninety days from delivery, during which we correct defects in our deliverables at no charge. Defects caused by third-party products, by your modifications, or by events outside our control are excluded.
Maintenance includes applying security updates, performing routine checks, and refreshing documentation. Scheduled maintenance is communicated in advance wherever possible to minimize disruption to your operations.
Changes requested outside the agreed scope, including feature additions and configuration changes, are handled as new work and quoted separately unless covered by a managed services agreement.
Changes to These Terms
We may update these terms from time to time to reflect changes in our services, business practices, or legal requirements. When we make changes, we will revise the date at the top of this page and will notify you through the website or by email where appropriate.
Material changes will be communicated in advance so you have an opportunity to review them. If a change is not acceptable to you, you may terminate the affected engagement by giving notice before the change takes effect, subject to the payment provisions in these terms.
Changes apply to work performed after the effective date of the revised terms. Work already in progress at the time of a change continues under the terms in effect when that work was agreed, unless both parties agree otherwise in writing.
Your continued use of our services after a change takes effect constitutes acceptance of the revised terms, except where applicable law requires active consent.
Governing Law
These terms are governed by the laws of the state of Utah and the federal laws of the United States, without regard to conflict of law principles. The Company operates from 891 N Pleasant Valley Ln, Washington, UT 84780-3242, United States.
The parties submit to the exclusive jurisdiction of the state and federal courts located in the state of Utah for any dispute arising out of these terms or the services, subject to the arbitration provisions in the next section.
If you are located outside the United States, you still agree to the application of the laws stated above to the extent permitted by law. Where a court or authority determines that a different law applies, the remainder of these terms continues to have effect.
Nothing in this section limits the ability of either party to seek injunctive or equitable relief in any court with jurisdiction, where money damages would not provide an adequate remedy.
Dispute Resolution
The parties will first attempt to resolve any dispute through good faith negotiation. Either party may request a meeting between representatives to discuss the issue, and the parties will work to resolve it within thirty days of the request.
If negotiation does not resolve the dispute, either party may refer the matter to mediation before a neutral mediator agreed by the parties. Mediation costs are shared equally unless the mediator directs otherwise.
If the dispute remains unresolved, it will be settled by binding arbitration in accordance with the rules of the American Arbitration Association, with the hearing held in Utah. Judgment on the arbitration award may be entered in any court with jurisdiction.
Each party is responsible for its own legal fees and costs, unless the arbitrator or court awards fees to the prevailing party as permitted by law. Small claims actions are excluded from arbitration and may be brought in any court with jurisdiction.
Severability and Entire Agreement
If any provision of these terms is held invalid or unenforceable, that provision is modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force and effect.
These terms, together with any signed proposals, statements of work, and service agreements, constitute the entire agreement between the parties regarding the services. They supersede all prior discussions, understandings, and agreements, whether written or oral.
Neither party is bound by any representation not set out in these terms or in a signed engagement document. You confirm that you have not relied on any statement outside those documents when deciding to engage us.
The failure of either party to enforce a provision is not a waiver of that provision or of any other provision. A waiver is effective only if it is in writing and signed by the party granting it.
Contact Information
If you have questions about these terms, please contact us. We are happy to explain any clause in plain language before you agree to an engagement.
You can reach us by email at message@echohawk.buzz or by phone at +17408066499. Our business address is ECHOHAWK PROFESSIONAL SERVICES LLC, 891 N Pleasant Valley Ln, Washington, UT 84780-3242, United States.
All notices under these terms are valid if sent to the contact details above or to the address you provide in the engagement documentation. Notices are deemed received when sent by email, or three business days after posting by mail.
Thank you for reading our terms. We look forward to building and operating dependable systems together with you.