1. Acceptance of Terms
These Terms of Service govern your access to and use of the website and professional services provided by GridSync LLC. By visiting our website, submitting an enquiry or engaging us for engineering work, you agree to be bound by these terms. If you do not agree with them, please do not use our website or services. Where a signed contract exists between GridSync LLC and your organisation, that contract governs the project, and these terms apply to the extent they do not conflict with it.
These terms are written to be clear and fair. They describe what we promise to do, what we ask of you, and how we handle the practical realities of engineering work that takes place in live industrial and utility environments.
2. Definitions
In these terms, the words GridSync LLC, we, us and our refer to GridSync LLC, a computer integrated systems design firm with its address at 6135 S 1350 E, Ogden - 84405-7131, United States (US). The words you and client refer to the person or organisation accessing the website or engaging our services. The word services means the engineering, integration, study, commissioning, retrofit, training and support work we perform. The word deliverables means the reports, drawings, software configurations, documentation and other materials we produce for a client.
The word website means the pages published at www.gridsync.autos. The word party means GridSync LLC or the client, and the word parties means both together. Headings are provided for convenience and do not affect the meaning of any provision.
3. Services We Provide
GridSync LLC provides control and integration engineering for industrial and utility clients. Our service families include control system integration, SCADA and HMI engineering, power distribution studies, industrial network commissioning, legacy panel retrofits, and operator training and support. The scope of any particular engagement is set out in a written proposal, quote or contract agreed between the parties.
We perform our work with the skill and care expected of a competent professional engineering practice. Where a service depends on information supplied by the client or by a third party, our conclusions are based on that information, and we are not responsible for errors that originate in data we did not create and could not reasonably verify.
4. Proposals and Orders
A proposal issued by GridSync LLC describes the intended scope, the assumptions on which it rests, the expected schedule and the fees. A proposal remains open for the period stated in it, and if no period is stated it remains open for thirty days. An engagement begins when the client accepts the proposal in writing, for example by signing and returning it or by issuing an authorising email.
Once accepted, the proposal becomes the basis for the work. If the client wishes to change the scope, schedule or assumptions, the parties will agree the change in writing before the affected work proceeds. We reserve the right to decline any engagement and to withdraw a proposal before it is accepted.
5. Fees and Payment
Fees are stated in the relevant proposal and may be fixed, time and materials, or a combination of both. Unless the proposal says otherwise, invoices are issued on the schedule described in the proposal and are payable within thirty days of the invoice date. Amounts that remain unpaid after the due date may attract interest at the rate stated in the proposal or, if none is stated, at the maximum rate permitted by law.
Fees do not include taxes, permits, travel beyond the agreed allowance, or the cost of equipment and materials unless expressly included. Where a client suspends work at the client direction, we may invoice for the work completed and for reasonable costs already committed. The client is responsible for the accuracy of purchase order details and billing information supplied to us.
6. Client Responsibilities
A successful engineering engagement depends on cooperation from the client. The client agrees to provide accurate and complete information about the plant, its equipment and its history, to make appropriate personnel available for interviews and reviews, and to respond to requests for decisions within a reasonable time. The client also agrees to obtain any internal approvals and third party consents needed for the work.
Where the client provides access to systems, the client confirms that it is entitled to grant that access and that any necessary authorisations are in place. Delays caused by missing information, late decisions or restricted access may affect the schedule, and we are not responsible for consequences that flow from such delays.
7. Site Access and Safety
Our engineers frequently work in live industrial and utility environments. The client is responsible for site safety, including hazard identification, lockout and tagout procedures, personal protective equipment requirements, and the escort of our personnel where required. We will follow the client safety rules and any applicable regulations, and our personnel may stop work if a condition appears unsafe.
The client grants GridSync LLC reasonable access to the site and to the equipment needed to perform the services during agreed hours. Where a task requires an outage or a change to the operating state of the plant, the client will arrange and approve that change in advance and will manage the operational consequences.
8. Deliverables and Ownership
We provide deliverables in the formats described in the proposal. Unless the proposal states otherwise, the client receives a licence to use the deliverables for the operation, maintenance and expansion of the plant for which they were prepared. We recommend that clients maintain a controlled copy of every deliverable and treat them as living documents that are updated when the plant changes.
Deliverables reflect the state of the plant and the information available at the time of issue. They are not a substitute for the client own engineering decisions, and they should be reviewed by the client before they are relied upon for any safety critical purpose.
9. Changes to Scope
Engineering work often reveals conditions that were not visible at the start. When that happens, we will describe the change, explain its effect on the schedule and cost, and ask for written approval before proceeding. A change may add or remove work, adjust assumptions, or alter the order in which tasks are performed.
If the parties cannot agree on a change, we will continue with the unaffected parts of the work and treat the disputed change separately. Neither party is obliged to accept a change, and a party that declines a change remains bound by the original agreement for the unaffected scope.
10. Warranty
We warrant that our services will be performed in a professional and workmanlike manner consistent with generally accepted engineering practice. If a client believes that our work does not meet this standard, the client should notify us promptly and give us a reasonable opportunity to investigate and correct the issue. Our obligation is to re-perform the affected work or, at our discretion, to provide a fair adjustment of the fee for that work.
Except as stated in this section, and to the extent permitted by law, we disclaim all other warranties, whether express or implied. We do not warrant that a control system will be free of every defect or that a plant will operate without interruption, because those outcomes depend on equipment, operation and conditions beyond our control.
11. Confidentiality
Each party may receive confidential information from the other. Confidential information means non public technical, commercial or operational information that is marked as confidential or that a reasonable person would understand to be confidential given the circumstances. 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 a party already held without a duty of confidence, that a party independently develops, or that a party must disclose under law. Where disclosure is required by law, the disclosing party will, to the extent permitted, notify the other party so that protective steps can be considered.
12. Intellectual Property
GridSync LLC retains ownership of the methods, templates, tools, libraries and general know how that we use to deliver our services, including any such elements embedded in a deliverable. The client retains ownership of its own information, its plant data and its pre existing materials. Nothing in these terms transfers ownership of a party pre existing intellectual property to the other party.
The client grants GridSync LLC a licence to use the client materials as needed to perform the services. We grant the client the licence to use the deliverables described in the proposal. If a project ends early, these licences end for the unfinished portion, while licences for completed deliverables continue as agreed.
13. Third Party Materials
Some projects require software, hardware or data supplied by third parties, such as controller programming environments, historians or meters. Those materials are governed by the licence terms of their suppliers, and the client is responsible for obtaining and maintaining the licences it needs. We are not responsible for the performance, availability or licensing of third party materials.
Where a supplier changes a product, withdraws support or alters a licence in a way that affects the work, the parties will discuss the impact and agree how to respond. Any additional cost arising from such a change is handled through the change process described in these terms.
14. Limitation of Liability
To the extent permitted by law, GridSync LLC is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost production or loss of data, even if we were advised of the possibility of such loss. Our total liability arising out of or related to an engagement is limited to the fees paid by the client to GridSync LLC for the services giving rise to the claim.
Nothing in these terms limits liability that cannot be limited under applicable law, including liability for fraud or for death or personal injury caused by negligence where such a limit would be unlawful. The limitations in this section apply to the fullest extent permitted and survive the end of the engagement.
15. Indemnity
The client agrees to indemnify and hold harmless GridSync LLC from claims, losses and expenses arising from the client materials, from the condition of the client site, from the operation of the plant, or from the client failure to perform its responsibilities under these terms. We agree to indemnify the client from claims that our services infringe a third party intellectual property right, provided the client promptly notifies us and allows us to control the response.
A party seeking indemnity must give the other party prompt notice, reasonable cooperation and the opportunity to participate in the defence. No party may settle a claim in a way that imposes an obligation on the other party without that party consent.
16. Termination
Either party may terminate an engagement for material breach if the breach is not corrected within a reasonable period after written notice. Either party may terminate immediately if the other becomes insolvent or ceases to operate. The client may terminate for convenience on written notice, in which case the client pays for work completed and for reasonable costs already committed.
On termination, we will deliver the work completed to that point and issue a final invoice. Provisions that by their nature should survive termination, including confidentiality, intellectual property, liability and governing law, continue in effect after the engagement ends.
17. Force Majeure
Neither party is liable for a failure or delay caused by an event beyond its reasonable control, such as a natural disaster, severe weather, epidemic, war, civil disturbance, industrial action, utility failure, or an act of government. The affected party will notify the other promptly and will take reasonable steps to reduce the effect of the event.
If a force majeure event continues for an extended period, the parties will discuss how to proceed, which may include adjusting the schedule, suspending the work or terminating the affected portion of the engagement on fair terms.
18. Compliance with Law
Each party agrees to comply with the laws and regulations that apply to its activities under these terms, including laws relating to safety, electrical work, data protection and export control. The client is responsible for obtaining permits and approvals required for the plant, and we will provide reasonable information to support those applications.
We will not knowingly perform work that violates an applicable law or a valid court order. If a legal requirement conflicts with a provision of these terms, the parties will adapt the provision to the minimum extent necessary while preserving the overall intent of the agreement.
19. Governing Law and Disputes
These terms are governed by the laws of the State of Utah in the United States, without regard to conflict of law rules. The parties will attempt to resolve any dispute through good faith discussion before pursuing other remedies. If discussion does not resolve the matter, the parties agree to mediation and, failing that, to the jurisdiction of the state and federal courts located in Utah.
Nothing in this section prevents a party from seeking urgent relief from a court to protect its confidential information or its intellectual property while a dispute is pending.
20. Changes to These Terms
We may update these terms from time to time to reflect changes in our services, our practices or the law. The revised terms take effect when they are posted on this page, and the date at the top shows when the update occurred. Continued use of our website after an update means you accept the revised terms.
For an active engagement, the terms in force at the time the engagement began continue to apply to that engagement unless the parties agree otherwise in writing. A general update to these terms does not retroactively change a signed project contract.
21. How to Contact Us
Questions about these terms should be directed to GridSync LLC at 6135 S 1350 E, Ogden - 84405-7131, United States (US). You may email support@gridsync.autos or call +19284915886 during business hours. We are glad to clarify any provision and to discuss how these terms apply to your project.
By using our website and services, you confirm that you have read and understood these Terms of Service and that you agree to be bound by them.
21. Sunset and Review of Services
Services described in a statement of work remain available for the term stated there. When a term ends without a renewal, GridSync LLC archives project materials according to the retention schedule agreed in that statement of work and stops recurring monitoring on the date of expiry. Clients receive a closing summary that lists what was archived, what was deleted and what, if anything, requires a decision before the archive window closes. Nothing is removed during the notice period, and access credentials issued to the client remain valid until the closing summary has been delivered and acknowledged.
A review meeting can be requested within thirty days of the closing summary. The review covers deliverable acceptance, open defect dispositions and any warranty items that survived the term. Findings from the review are recorded and attached to the archived project file so that a future engagement can pick up the history without guesswork. This process exists to make endings orderly rather than abrupt, and it applies to every engagement regardless of size.
22. Entire Agreement and Severability
These Terms of Service, together with any signed statement of work, form the entire agreement between the client and GridSync LLC regarding the services described, and they replace any earlier discussion, proposal or understanding on the same subject. If any part of this agreement is found unenforceable, the remaining parts continue in force, and the unenforceable part is narrowed to the minimum extent required to make it valid. A delay in enforcing a right is not a waiver of it, and a waiver on one occasion does not imply a waiver on any later occasion. The agreement is governed by the laws of the State of Utah, and the parties agree that the courts of Weber and Cache Counties may hear any dispute that cannot be resolved by good faith negotiation.