Terms of Service

Acceptance of These Terms

By accessing our website, submitting an enquiry, or entering into an agreement with Believe in Bttr. LLC, you accept these Terms of Service and agree to be bound by them. If you do not agree with any part of these Terms, you should not use our website or our services. Where a signed agreement or statement of work conflicts with these Terms, the signed document governs for that engagement.

We may revise these Terms from time to time. When we make a material change, we will update the effective date above and provide notice where appropriate. Your continued use of our website or services after an update means you accept the revised Terms. If you do not accept a change, you may stop using our services and terminate any ongoing engagement as described below.

These Terms apply to all visitors, prospective clients and clients, and they apply alongside any separate confidentiality agreement or service agreement we sign with you.

Eligibility and Authority

Our website and services are intended for businesses and professional users. By using them, you represent that you are at least the age of majority in your jurisdiction and that you have the legal authority to enter into a binding agreement. If you act on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

You agree to provide accurate information when you contact us or engage us, and to keep that information current where it affects the delivery of services. We rely on the accuracy of the information you give us, especially technical details about your systems and the access you grant us.

We may decline an enquiry or an engagement at our discretion, including where a request falls outside our expertise, creates a conflict, or would require us to act contrary to law or professional ethics.

Description of Services

Believe in Bttr. LLC provides computer integrated systems design and related professional, scientific, and technical services. Our services include discovery, systems blueprinting, independent review, staged rebuild planning, capability workshops, and fixed proof of work commissions. The specific service for an engagement is described in a written proposal or statement of work.

Our services are advisory and engineering in nature. We design and document systems, but we do not operate your business, and we do not guarantee a particular commercial outcome. Where we implement, configure or migrate systems, we do so as an independent contractor and not as an employee, partner, or agent of your organization.

We may use subcontractors or specialists to support an engagement. We remain responsible for the work performed under our agreement and we require any subcontractor to meet our confidentiality and quality standards.

Engagement and Statements of Work

An engagement begins when we and you agree a written proposal or statement of work that describes the scope, deliverables, timeline, assumptions and fees. No work is binding until that document is accepted by both parties. Enquiries and preliminary discussions do not create an obligation on either side.

Each statement of work forms part of these Terms. If a statement of work conflicts with these Terms, the statement of work governs for the matters it addresses. Changes to a statement of work are handled through the change process described below, and we do not perform out of scope work without a written agreement.

We schedule work based on the availability described in our proposal. We keep a limited number of active engagements so that each ledger receives real attention, and we will tell you honestly if a start date cannot be met.

Client Responsibilities

You agree to provide timely access to the people, systems, information and decisions we need to perform the work. Delays in access, feedback or approvals may affect the schedule, and we will notify you when a delay creates a risk to the timeline. You are responsible for the accuracy of the information you provide and for maintaining backups of your data and systems unless we agree otherwise in writing.

You agree to designate a point of contact with authority to make decisions and to gather input from your team. You are responsible for obtaining any third party consent needed for us to access or integrate a platform, and for complying with the terms of those third party services.

Where we provide recommendations, you retain responsibility for the decision to act on them and for the consequences of that decision. We will present risks and trade-offs clearly so that your choice is informed.

Fees, Invoicing and Payment

Fees for services are set out in the applicable statement of work. Unless we agree otherwise, fixed commission fees are invoiced as milestones are met, and time-based or retainer work is invoiced on the schedule stated in the proposal. We may require a deposit before work begins.

Invoices are payable within the period stated on the invoice. Late amounts may accrue interest at the rate stated in the statement of work or, if none is stated, at the maximum rate permitted by law. You are responsible for taxes applicable to the services, except for taxes on our net income.

If you dispute an invoice, please tell us promptly and in reasonable detail so we can review it. We will work in good faith to resolve a billing question and we will not suspend agreed milestones solely because of a good faith dispute over an unrelated amount.

Changes and Additional Work

Requirements change, and we plan for that. If you request work outside the agreed scope, we will describe the impact on schedule and fees and provide a written change request. Additional work proceeds only after you accept the change request. This keeps the record accurate and avoids surprises on either side.

If a discovered condition, such as undocumented system behavior or missing access, materially changes the effort required, we will raise it promptly and propose options. You may accept the change, reduce scope, or pause the engagement; we will document what was delivered to that point.

Where we identify a risk that falls outside the agreed scope, we will report it even if you choose not to act on it, because an honest record is part of the service.

Intellectual Property

We retain ownership of our pre-existing materials, methods, templates, tools and know-how, along with any general knowledge and experience we develop. You retain ownership of your own data, systems, trademarks and materials. Custom deliverables created specifically for you under a statement of work are assigned to you upon full payment, except for our pre-existing and third party components embedded in them.

Where a deliverable includes our pre-existing materials, we grant you the license described in the next section. Nothing in these Terms transfers ownership of our background intellectual property, and nothing transfers ownership of your data to us.

If you provide feedback or suggestions about our services, we may use them to improve our offerings without obligation to you, provided we do not disclose your confidential information.

License to Use Deliverables

Subject to full payment of the applicable fees and your compliance with these Terms, we grant you a perpetual, worldwide, non-exclusive license to use, reproduce and modify the deliverables for your internal business purposes. This license includes the right to permit your contractors and employees to use the deliverables on your behalf, provided they are bound by confidentiality obligations at least as protective as ours.

You may not resell, sublicense or distribute our pre-existing materials as a standalone product, and you may not remove proprietary notices from components that remain our property or the property of a third party. Where a deliverable incorporates open source or third party components, those components are governed by their own licenses, and we identify them in the handover documentation.

Licenses granted for third party software integrated during an engagement are provided by the respective vendors and are subject to their terms.

Confidentiality

Each party may receive confidential information from the other. Confidential information includes non-public technical, business and financial information disclosed in connection with the services. The receiving party agrees to use confidential information only to perform the engagement, to protect it with reasonable care, and to disclose it only to personnel and advisors who need it and are bound by confidentiality obligations.

Confidential information does not include information that is or becomes public through no fault of the receiving party, that the receiving party already lawfully knew, that is independently developed without use of the disclosed information, or that is lawfully received from a third party without restriction.

If the law compels disclosure, the receiving party will, where permitted, give prompt notice so the disclosing party can seek protection. These confidentiality obligations survive the end of the engagement for the period stated in the applicable agreement, or for a reasonable period if none is stated.

Data Protection and Privacy

Our handling of personal information is described in our Privacy Policy, which forms part of these Terms. Where we process personal information on your behalf during an engagement, we act as a service provider or processor and you act as the controller. You are responsible for ensuring that you have a lawful basis to share personal information with us and for providing any required notices to the individuals concerned.

We will process personal information only on your documented instructions and only for the purposes of the engagement, and we will implement reasonable security measures appropriate to the risk. We will notify you without undue delay if we become aware of a security incident affecting information we process for you.

On termination of an engagement, we will return or delete personal information we process for you, subject to any legal retention requirement, and we will confirm the action on request.

Warranties and Disclaimers

We warrant that we will perform the services with the reasonable skill and care expected of a professional consultancy and in accordance with the applicable statement of work. If a deliverable does not conform to the agreed specification, your remedy is for us to correct the non-conformity within a reasonable time, or to provide a refund of fees paid for the affected deliverable if correction is not possible.

Except for that warranty, and to the maximum extent permitted by law, the services and deliverables are provided without other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that a system will be uninterrupted or error free, or that it will meet every requirement not documented in the statement of work.

Recommendations reflect conditions and information available at the time they are made. Systems, vendors and threats change, and a recommendation that was sound when given may require review later. We are not responsible for changes we did not make and were not asked to assess.

Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, arising out of or related to these Terms, even if advised of the possibility of such damages. This limitation applies regardless of the theory of liability.

Our total aggregate liability arising out of or related to an engagement is limited to the total fees paid by you to us for the services giving rise to the claim during the twelve months preceding the event that caused the loss. This limit does not apply to a party gross negligence or willful misconduct, or to amounts owed for services rendered.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including any statutory rights that cannot be waived.

Indemnification

You agree to indemnify and hold harmless Believe in Bttr. LLC and its personnel from claims, damages, liabilities and reasonable expenses arising from your use of the deliverables, your data, your systems, or your breach of these Terms, except to the extent the claim arises from our own negligence or willful misconduct.

We agree to indemnify and hold harmless you from claims that a custom deliverable we created infringes a third party intellectual property right, provided you promptly notify us and allow us to control the defense. If such a claim arises, we may procure the right for you to continue using the deliverable, modify it to avoid infringement, or refund the fees paid for the affected deliverable.

Each party will cooperate reasonably in the defense of any claim for which the other seeks indemnity.

Term and Termination

These Terms apply for as long as you use our website or services. An engagement continues for the term stated in the applicable statement of work unless terminated earlier as described here. Either party may terminate an engagement for material breach if the breach is not cured within a reasonable period after written notice, or immediately if the other party becomes insolvent or ceases to operate.

You may terminate an engagement for convenience on the notice period stated in the statement of work. On termination, you pay for work performed and expenses incurred up to the effective date, and we deliver the work product completed to that point. Provisions that by their nature should survive termination, including confidentiality, intellectual property, liability limits and governing law, will survive.

We will hand over completed and in-progress work in a reasonable format, along with the documentation needed for your team or a successor provider to continue.

Third Party Services and Components

Our services may involve integrating or recommending third party platforms, software and components. We do not control those third parties and we are not responsible for their performance, availability, security or terms. Your use of a third party service is governed by your agreement with that provider.

Where we recommend a third party, we base the recommendation on the information available to us at the time. We are not a party to your agreement with the provider and we do not receive undisclosed compensation for a recommendation. Any commission we receive is disclosed in the applicable statement of work.

If a third party changes its terms, deprecates a feature or discontinues a service, we will help you assess the impact, but we are not liable for the third party decision or its consequences.

Acceptable Use and Complaints

You agree not to use our website or services for unlawful purposes, to attempt to gain unauthorized access to our systems, to interfere with the operation of our website, or to misrepresent your identity or authority. You agree not to use our deliverables to violate the rights of others or to break the law.

If you are unhappy with our work, please tell us early. We would rather fix a problem during an engagement than argue about it afterward. A written complaint should describe the concern, the relevant deliverable and the outcome you are seeking, and we will respond within a reasonable period.

We may suspend access to our website for a user who violates these Terms, and we may terminate an engagement where the violation is material and not cured after notice.

Governing Law and Disputes

These Terms are governed by the laws of the State of Utah and the applicable laws of the United States, without regard to conflict of law rules. The courts located in Utah have exclusive jurisdiction over disputes arising out of these Terms, unless a mandatory law in your jurisdiction provides otherwise.

Before starting formal proceedings, the parties agree to attempt to resolve a dispute through good faith discussion and, if that fails, through a mutually agreed mediation. This step does not prevent either party from seeking urgent relief to protect its rights or confidential information.

If any provision of these Terms is found unenforceable, the remaining provisions continue in full force, and the unenforceable provision is limited or modified to the minimum extent necessary to make it enforceable.

General Provisions

These Terms, together with any applicable statement of work and the Privacy Policy, form the entire agreement between the parties regarding their subject matter and supersede prior discussions on that subject. A failure to enforce a provision is not a waiver of that provision. Neither party may assign an engagement without the other consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

Notices under these Terms must be in writing and sent to the addresses on file, including the email address and postal address of each party. Our postal address is 3986 Voelker Ct, Park City - 84098-6532, United States (US). The relationship between the parties is that of independent contractors, and nothing in these Terms creates a partnership, joint venture or agency.

Neither party is liable for a delay or failure caused by an event beyond its reasonable control, provided it gives prompt notice and makes reasonable efforts to resume performance.

How to Contact Us

If you have questions about these Terms of Service, please contact Believe in Bttr. LLC at 3986 Voelker Ct, Park City - 84098-6532, United States (US). You can email us at care@believeinbttr.mom or telephone us at +14353557177. We will answer questions about scope, fees, licensing and confidentiality as clearly as we can.

We are glad you read this far. A consultancy that keeps a belief ledger depends on clear terms and exact records, and we appreciate clients who value the same. Thank you for considering Believe in Bttr. LLC for your integrated systems design work.