1. Acceptance of These Terms
These terms of service form a legally binding agreement between you and INVURIA LLP. By accessing or using our website located at https://www.invuria.hair, by contacting us, or by engaging us to provide services, you agree to be bound by these terms and by any additional terms that may apply to a specific engagement.
Please read these terms carefully before using our website or our services. If you do not agree to these terms, you must not use our website and must not engage our services. These terms apply to all visitors to our website and to all clients and prospective clients of Invuria.
We may update these terms from time to time in accordance with the section titled Changes to These Terms. Your continued use of our website or services after any change constitutes your acceptance of the revised terms.
2. Definitions
In these terms, the following words have the meanings set out below.
- Invuria, we, us and our refer to INVURIA LLP, a limited liability partnership with its principal place of business at 6007 S 115 W, Salt Lake City - 84107-6918, United States (US).
- You and your refer to the person or organisation accessing our website or engaging our services.
- Services refers to the computer systems design and related services we provide, including but not limited to architecture and strategy, systems integration, managed services, security engineering, cloud and infrastructure design, and data and analytics systems.
- Website refers to the website located at https://www.invuria.hair and all pages, content and functionality available through it.
- Engagement refers to any project or ongoing arrangement under which we provide services to you, whether documented in a proposal, a statement of work, a separate written agreement or otherwise.
- Deliverables refers to any reports, designs, documentation, code, configurations or other materials produced by us in the course of providing services.
3. Eligibility
Our website and services are intended for individuals who are at least eighteen years old and for organisations that are lawfully able to enter into contracts. By using our website or services, you represent and warrant that you are at least eighteen years old and that you have the legal authority to enter into this agreement on your own behalf or on behalf of the organisation you represent.
If you are using our website or services on behalf of an organisation, you represent and warrant that you are authorised to bind that organisation to these terms. In that case, references to you in these terms refer to both you as an individual and to the organisation you represent.
We may refuse service to any person or organisation for any lawful reason, including where we reasonably believe that providing services would violate applicable law or our professional obligations.
4. Our Services
Invuria provides computer systems design and related services to organisations in the professional, scientific and technical services sector and beyond. Our services include advisory work, implementation and integration, and ongoing managed services. The precise scope, deliverables and timelines for any engagement will be described in a proposal, statement of work or other written document agreed between us.
We will perform the services with reasonable skill and care, consistent with the standards generally accepted in the computer systems design industry. We will make reasonable efforts to meet any agreed timelines, but we do not guarantee that services will be completed by a particular date, and time is not of the essence unless expressly agreed in writing.
Unless otherwise agreed in writing, our services do not include the provision of legal, accounting, tax or other professional advice. You are responsible for obtaining any such advice independently where appropriate.
5. Client Responsibilities
To enable us to perform the services effectively, you agree to cooperate with us in good faith and to provide us with timely access to the information, systems, personnel and decisions reasonably required for the engagement. You are responsible for the accuracy and completeness of the information you provide to us.
You are responsible for maintaining appropriate backups of your own data and systems, and for obtaining any necessary third party consents, licences or permissions required for us to access your systems and information. You are also responsible for the security of your own credentials and for the actions of your personnel and authorised users.
Where we make recommendations or provide advice, you retain full responsibility for your business decisions and for the consequences of acting or not acting on our recommendations. We will provide our professional views honestly, but the decision to proceed rests with you.
6. Proposals and Engagement
Any proposal, quotation or estimate we provide is an invitation to discuss an engagement and does not constitute a binding offer. A binding engagement is formed when we agree the scope, deliverables, fees and timelines in writing, whether through a signed agreement, a written statement of work or an exchange of emails that clearly records the parties agreement to proceed.
Estimates are provided in good faith and are based on the information available to us at the time. If the scope of work changes, or if new information materially affects the effort required, we will discuss the impact with you and, where appropriate, provide a revised estimate before proceeding.
Each engagement may be subject to additional terms, which will be set out in the relevant agreement or statement of work. In the event of any conflict between these terms and the terms of a specific engagement document, the specific engagement document will prevail to the extent of the conflict.
7. Fees and Payment
Fees for our services will be set out in the relevant proposal, statement of work or agreement. Unless otherwise agreed, our fees are stated in United States dollars and are exclusive of any applicable taxes, which will be added where required by law.
Unless otherwise agreed in writing, invoices are payable within thirty days of the invoice date. We may require a deposit or advance payment before commencing work. Where a project extends over a significant period, we may invoice at agreed milestones or on a periodic basis.
If an invoice is not paid by its due date, we may suspend or withhold the provision of services, and we may charge interest on overdue amounts at the maximum rate permitted by applicable law. You are responsible for any reasonable costs we incur in recovering overdue amounts.
8. Intellectual Property
Each party retains ownership of the intellectual property it owned before the engagement. Any background materials, tools, frameworks or know-how that we developed prior to or independently of the engagement remain our property.
Subject to full payment of our fees, we assign to you ownership of the Deliverables that are specifically created for you under an engagement, to the extent agreed in writing. Unless otherwise agreed, we retain ownership of our pre-existing materials and of any general-purpose tools, methods or templates that we use or develop in the course of providing services.
Where we do not assign ownership, we grant you a non-exclusive, non-transferable licence to use the relevant materials for your internal business purposes in connection with the services. You grant us a limited licence to use your materials and information to the extent necessary to perform the services.
All content on our website, including text, graphics, logos and design elements, is our property or the property of our licensors and is protected by intellectual property laws. You may not copy, reproduce or distribute website content without our prior written consent, except for personal, non-commercial use.
9. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with an engagement or with discussions about a potential engagement. Confidential information includes technical, business, financial and commercial information, whether disclosed in writing, orally or in any other form.
Neither party will use the other party confidential information except as necessary to perform its obligations under these terms, and neither party will disclose that information to any third party without the disclosing party prior consent, except where disclosure is required by law or by a competent regulatory authority.
The obligations in this section do not apply to information that is or becomes publicly available through no fault of the receiving party, that was lawfully known to the receiving party before disclosure, that is independently developed by the receiving party, or that is rightfully received from a third party without restriction.
The obligations in this section survive the termination of these terms and of any engagement for a period of three years, or for such longer period as may be required by applicable law.
10. Acceptable Use of the Website
You agree to use our website only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use of the website by, any other person. You must not use the website in any way that could damage, disable, overburden or impair the website or interfere with the use of the website by others.
In particular, you must not attempt to gain unauthorised access to the website or to any systems or networks connected to it, introduce any malicious code or harmful technology, use automated means such as bots or scrapers to access the website without our permission, or use the website to transmit any unlawful, defamatory, infringing or otherwise objectionable material.
We may monitor use of the website for security and operational purposes, and we may suspend or terminate your access to the website at any time if we reasonably believe you have breached this section.
11. Third Party Materials
Our website and our services may reference or incorporate third party software, content, services or other materials. Where we use or recommend third party materials, those materials are provided under their own terms and conditions, and we make no warranty in respect of them.
We are not responsible for the availability, performance or security of third party products or services, even where we have integrated them into a solution for you. Any disputes concerning third party materials must be resolved between you and the relevant third party.
Our website may contain links to third party websites. These links are provided for convenience only and do not imply endorsement. We have no control over the content of third party websites and accept no responsibility for them.
12. Warranties and Disclaimers
We warrant that we will perform the services with reasonable skill and care. Except as expressly stated in these terms or in a specific engagement document, the services and our website are provided on an as is and as available basis, and we disclaim all other warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement, to the fullest extent permitted by law.
We do not warrant that our website will be uninterrupted, error-free or secure, or that any defects will be corrected. We do not warrant that the results of our services will meet any particular business objective, and we do not guarantee specific outcomes, cost savings or performance improvements.
Nothing in these terms excludes or limits any warranty that cannot be excluded or limited by law, including any non-excludable consumer guarantees that may apply to you.
13. Limitation of Liability
To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data, goodwill or business opportunity, arising out of or in connection with these terms or the services, whether in contract, tort including negligence, or otherwise, even if advised of the possibility of such damages.
To the fullest extent permitted by law, the aggregate liability of Invuria for all claims arising out of or in connection with an engagement will not exceed the total fees actually paid by you to Invuria under that engagement in the twelve months preceding the event giving rise to the claim.
These limitations apply to the maximum extent permitted by applicable law. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the limitations in this section may not apply to you.
14. Indemnification
You agree to indemnify, defend and hold harmless Invuria, its partners, employees, contractors and agents from and against any and all claims, liabilities, damages, losses, costs and expenses, including reasonable legal fees, arising out of or in connection with your use of the website, your breach of these terms, or your violation of any applicable law or the rights of any third party.
This indemnity does not apply to the extent that a claim arises from our own breach of these terms or from our negligence. We will notify you promptly of any claim that may be subject to this indemnity and will cooperate with you in the defence of that claim at your reasonable request and expense.
15. Termination
Either party may terminate an engagement by giving the other party written notice in accordance with the terms of the relevant engagement document. Where no specific termination provision applies, either party may terminate an engagement by giving thirty days written notice.
We may suspend or terminate your access to our website or our services immediately if you materially breach these terms, if you fail to pay undisputed fees when due, or if we are required to do so by law.
Upon termination, you must pay all fees accrued up to the effective date of termination, and each party must return or destroy the other party confidential information in accordance with the instructions of the disclosing party. The provisions of these terms that by their nature should survive termination, including those relating to confidentiality, intellectual property, limitation of liability and indemnification, will continue in force.
16. Governing Law and Disputes
These terms and any engagement between you and Invuria will be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of laws principles.
The parties agree to attempt in good faith to resolve any dispute arising out of or in connection with these terms through negotiation before commencing any formal proceedings. If a dispute cannot be resolved through negotiation, the parties may pursue their rights in the courts having jurisdiction over Salt Lake City, Utah, and each party submits to the exclusive jurisdiction of those courts, subject to any mandatory jurisdiction imposed by applicable law.
Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.
17. Changes to These Terms
We may update these terms from time to time to reflect changes in our services, in technology or in applicable law. When we make material changes, we will update the effective date at the top of this page and, where appropriate, provide a more prominent notice on our website.
Changes to these terms will apply prospectively only and will not affect any engagement that is already in progress unless the change is required by law or the parties agree otherwise in writing. Your continued use of our website after any change is posted constitutes your acceptance of the revised terms.
18. General Provisions
These terms, together with any specific engagement documents, constitute the entire agreement between you and Invuria regarding the subject matter of these terms and supersede all prior agreements and understandings, whether written or oral, relating to that subject matter.
If any provision of these terms is held to be invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will continue in full force and effect. The failure of either party to enforce any provision of these terms will not constitute a waiver of that provision or of any other provision.
You may not assign or transfer your rights or obligations under these terms without our prior written consent. We may assign or transfer our rights and obligations under these terms to a successor in connection with a merger, acquisition or sale of all or part of our business.
No joint venture, partnership, employment or agency relationship is created between the parties by these terms. Except as expressly stated, nothing in these terms confers any benefit on any third party.
19. Contact Information
If you have any questions, concerns or requests regarding these terms of service, please contact us using the details below.
INVURIA LLP
6007 S 115 W, Salt Lake City - 84107-6918, United States (US)
Email: note@invuria.hair
Phone: +13186166417
We will make every effort to respond to your enquiry promptly and to resolve any concerns you may have in a fair and transparent manner.