1. Acceptance of These Terms
These Terms of Service form a legally binding agreement between you, whether an individual or an organization, and BAEVLE LLC. Your use of the website, your submission of an enquiry, and your engagement of our services each constitute acceptance of these terms to the extent applicable.
We may update these terms from time to time. The version in force is the one published on this page at the time of your use, and the date at the top indicates when it last changed. Continued use of the website after an update indicates acceptance of the revised terms, and continued performance of an ongoing engagement is governed by the version in force when the engagement began, unless we agree otherwise in writing.
2. Definitions
In these terms, the following words carry the meanings given here. The Company means BAEVLE LLC. The Website means www.baevlecore.buzz and any subdomain or successor address. Services means the monitoring integration work we provide, including structural sensor network design, machine condition monitoring, alert pipeline engineering, telemetry archive platforms, sensor calibration and remote monitoring integration. Client means the person or organization that engages the Company for Services. Deliverable means any document, design, schedule, configuration or platform we provide as part of the Services. Telemetry means the operational data collected from structures and machinery under a monitoring engagement.
Where a term is defined in a signed service agreement, the definition in that agreement prevails for the purposes of that engagement. Elsewhere, the definitions in this section apply. Headings are for convenience and do not affect interpretation.
3. Eligibility and Authority
The website and Services are intended for businesses and professionals. By using them, you confirm that you are at least the age of majority in your jurisdiction and that you have the legal capacity to enter into a binding agreement.
If you act on behalf of an organization, you confirm that you are authorized to bind that organization to these terms and to any service agreement you enter into. If your authority is limited or later withdrawn, you must tell us promptly, and we may suspend the engagement until authority is confirmed.
4. Permitted Use of the Website
You may use the website for lawful purposes connected with learning about the Company and our Services. You must not use the website in any way that breaches applicable law, infringes the rights of others, or interferes with the operation of the website or the systems that support it.
- You must not attempt to gain unauthorized access to any part of the website or its supporting infrastructure.
- You must not introduce viruses, malicious code, or any harmful material.
- You must not scrape, harvest or systematically extract content or personal information from the website.
- You must not misrepresent your identity or affiliation when contacting the Company.
- You must not use the website to send unsolicited commercial communications.
We may suspend or restrict access to the website at any time for maintenance, security or any other reason, without liability. We do not guarantee that the website will be available without interruption or free of error, although we aim to keep it operating reliably.
5. Service Engagements
An engagement begins when the Company and the Client enter into a written service agreement, quotation acceptance, or statement of work. The engagement is governed by that document, together with these terms to the extent they do not conflict. No engagement exists merely because an enquiry has been submitted or a quotation has been discussed.
Each engagement describes the scope, the deliverables, the assumptions, the timetable and the fees. Where the parties enter into multiple engagements, each is treated separately unless the documents state otherwise. The Company may decline any engagement at its discretion, and may require payment terms, deposits or security before commencing work.
6. Scope and Change Control
Monitoring engagements frequently evolve as a site is surveyed and as new questions emerge. We handle change deliberately. Any change to scope, deliverables, timetable or fees must be agreed in writing before the affected work proceeds.
Where a change affects the effort required, we will provide an estimate of the impact and await written approval. Work already performed remains payable, and work paused pending a change decision may affect the timetable. This change control exists to protect both parties from surprises, and to keep the record of what was agreed clear.
7. Client Responsibilities
The Client is responsible for providing the access, information and cooperation that the Services reasonably require. Without them, we cannot deliver results that the Client can rely on, and the timetable may slip.
- Providing safe, timely access to the site, structures and machinery to be instrumented.
- Disclosing known conditions, hazards, restrictions and prior instrumentation that may affect the work.
- Nominating a competent point of contact with authority to make decisions on the engagement.
- Ensuring that any installation carried out by the Client or its contractors follows our design and applicable safety rules.
- Obtaining any permits, consents or third party approvals required for the work.
Where the Client supplies data, materials or equipment, the Client confirms it has the right to do so and that they are accurate to the best of the Client knowledge. The Company is not responsible for consequences arising from inaccurate or incomplete information supplied by the Client.
8. Fees, Invoicing and Payment
Fees for Services are set out in the applicable service agreement or quotation. Unless stated otherwise, fees are exclusive of taxes, which are added where required by law, and exclusive of expenses such as travel, accommodation and third party components, which are charged at cost with reasonable notice.
Invoices are payable within the period stated on the invoice. Where no period is stated, invoices are payable within thirty days of issue. We may charge interest on overdue amounts at the rate permitted by applicable law, and we may suspend work and withhold Deliverables while an invoice remains unpaid.
Amounts already invoiced for work performed are non refundable except where these terms or applicable law provide otherwise. If a Client disputes an invoice, it must notify us promptly and pay the undisputed portion while the dispute is resolved.
9. Intellectual Property
The website, its content, and the Company standard methods, templates, tools and know how remain the property of the Company or its licensors. Nothing in these terms transfers ownership of that background intellectual property to the Client.
Upon full payment, the Client receives a licence to use the Deliverables prepared specifically for its engagement for the purposes described in the agreement, including the operation, maintenance and future development of the monitored asset. The Company retains the right to use its general skills, techniques and experience on other engagements, provided it does not disclose the Client confidential information.
Where Deliverables incorporate third party components, the licence is subject to the terms of those components. The Client must not remove proprietary notices or use the Deliverables outside the scope of the licence granted.
10. Deliverables and Acceptance
Deliverables are provided in the form and to the standard described in the engagement. Where an acceptance process is agreed, the Client will review a Deliverable within the stated period and either accept it or provide specific written comments. If the Client does not respond within the period, the Deliverable is deemed accepted.
We will correct genuine defects in a Deliverable that fall within scope at no additional charge, provided they are reported within a reasonable time. Changes that go beyond the agreed scope are handled under the change control process described above. Acceptance of a Deliverable does not relieve either party of obligations that survive under these terms.
11. Data, Telemetry and Privacy
Telemetry collected under a monitoring engagement is generally owned by the Client, and the Company processes it to deliver the Services and maintain the archive. The Company may also process personal information as described in our Privacy Policy, which is incorporated into these terms by reference.
Where the Company processes personal data on behalf of the Client, it does so as a processor under the Client instructions and the applicable data processing terms. The Client is responsible for ensuring it has a lawful basis for the personal data it asks the Company to process and for providing appropriate notices to individuals.
The Company may create aggregated or anonymised information from operational data for the purpose of improving its methods and services, provided that such information does not identify the Client or any individual and cannot reasonably be used to re-identify them.
12. Confidentiality
Each party may receive confidential information from the other. Each party agrees to keep the other confidential information secret, to use it only for the purposes of the engagement, and to disclose it only to personnel and advisers who need it and who are bound by confidentiality obligations at least as protective as these.
Confidential information does not include information that is or becomes public through no fault of the receiving party, that was lawfully known before disclosure, that is independently developed, or that is received from a third party without breach of duty. Where disclosure is required by law or regulation, the receiving party will, where lawful, notify the other before disclosing so that protective steps can be considered.
These confidentiality obligations survive the end of the engagement for the period stated in the applicable agreement or, if none is stated, for five years from disclosure.
13. Warranties and Disclaimers
The Company warrants that the Services will be performed with reasonable skill and care by suitably qualified personnel, and that Deliverables will materially conform to the agreed specification. This is the principal warranty given in respect of the Services.
Monitoring provides information to support decisions. It does not remove the need for inspection, maintenance, engineering judgment or compliance with safety obligations, and it does not guarantee that any particular failure will be predicted. Except as expressly stated, the website and Services are provided without further warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non infringement.
Where the law does not permit the exclusion of an implied warranty, that warranty applies to the minimum extent permitted. The Company does not warrant that the website will be uninterrupted or error free, or that it will be free of harmful components.
14. Limitation of Liability
To the maximum extent permitted by law, the Company will not be liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, business, goodwill or anticipated savings, arising out of or in connection with the website or the Services, whether based in contract, tort, negligence, strict liability or otherwise, even if advised of the possibility of such damages.
To the maximum extent permitted by law, the total aggregate liability of the Company arising out of or in connection with an engagement will not exceed the total fees paid by the Client to the Company under that engagement in the twelve months preceding the event giving rise to the claim.
Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation. Any claim must be brought within the period permitted by applicable law, and the Company will not be liable for a claim raised later than that.
15. Indemnity
The Client agrees to indemnify and hold harmless the Company, its personnel and its subcontractors against claims, losses, liabilities and reasonable costs arising from the Client use of the Deliverables outside the agreed scope, from inaccurate or incomplete information supplied by the Client, from the Client failure to obtain required permits or consents, or from the Client breach of these terms.
The Company agrees to indemnify and hold harmless the Client against claims that a Deliverable prepared specifically for the Client infringes the intellectual property rights of a third party, provided the Client promptly notifies the Company of the claim, allows the Company to control the defence, and provides reasonable cooperation. This indemnity does not apply where the claim arises from the Client materials, from modifications made by the Client, or from use in combination with something the Company did not supply.
16. Term and Termination
An engagement continues for the term stated in the applicable agreement or until the Services are complete. Either party may terminate an engagement for convenience on written notice, subject to any minimum notice period stated in the agreement.
Either party may terminate immediately if the other commits a material breach that is not remedied within a reasonable period after written notice, or if the other becomes insolvent, enters administration or ceases to trade. On termination, the Client remains liable for fees for work performed and expenses incurred up to the date of termination, and the Company will provide Deliverables for which payment has been made.
Provisions that by their nature should survive termination, including those concerning confidentiality, intellectual property, liability, indemnity and governing law, continue to apply after the engagement ends.
17. Force Majeure
Neither party is liable for a failure or delay in performing obligations caused by events beyond its reasonable control, including natural events, industrial action, utility or network failure, governmental action, epidemic or pandemic, and acts of war or terrorism. The affected party will notify the other promptly and will use reasonable efforts to mitigate the impact and resume performance.
If a force majeure event continues for an extended period, either party may terminate the affected engagement on written notice, in which case the Client pays for work performed and expenses incurred up to the date of termination. This section does not excuse a failure to pay amounts already due.
18. Governing Law and Disputes
These terms and any dispute arising out of or in connection with them are governed by the laws of the State of Utah, United States, without regard to conflict of law principles, and by applicable federal law of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties will attempt to resolve any dispute through good faith discussion before commencing formal proceedings. If discussion does not resolve the matter, the parties submit to the exclusive jurisdiction of the state and federal courts located in Utah County, Utah, unless the applicable service agreement specifies a different forum or dispute resolution process.
Nothing in this section prevents either party from seeking urgent injunctive or equitable relief in any competent court to protect its rights. Each party bears its own costs in any dispute, except where a court or tribunal orders otherwise.
19. General Provisions
These terms, together with any applicable service agreement and the Privacy Policy, form the entire agreement between the parties on their subject matter and supersede any prior understanding. If any provision is found unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in full force.
A failure to enforce a provision is not a waiver of it. The Client may not assign its rights or obligations without the Company written consent. The Company may assign its rights or subcontract its obligations to a party capable of performing them, while remaining responsible for the Services. Notices under these terms must be in writing and sent to the addresses or email addresses the parties have provided. The headings in these terms are for convenience only and do not affect interpretation.
These terms are written in English, and any translation is provided for convenience only. In the event of a conflict between the English version and a translation, the English version prevails.
20. Contact Information
Questions about these Terms of Service, notices, and requests relating to an engagement should be directed to the Company using the following details.
- Organization: BAEVLE LLC
- Postal address: 349 E 1000 N, Orem - 84057-3303, United States (US)
- Email: support@baevlecore.buzz
- Telephone: +14177546832
By continuing to use the website or engaging our Services after reading these terms, you confirm your acceptance of them. We appreciate your trust and look forward to keeping your operations on record with the same care we bring to every instrumented installation.