Terms &Conditions

1. Acceptance and Authority

These Terms & Conditions ("Terms") are an agreement between Preece Systems ("Preece Systems," "we," "us," or "our") and the person or organization accessing our website or services ("you" or "Client"). By using our website or services, or by accepting an agreement that incorporates these Terms, you agree to be bound by them.

If you accept these Terms for a company or other organization, you represent that you have authority to bind that organization. Our services are intended for business use by people who are at least 18 years old and able to enter into a binding agreement.

2. Services and Project Orders

Preece Systems designs, builds, hosts, supports, and improves focused micro-apps, system integrations, websites, and related business workflow solutions. The specific scope, deliverables, schedule, fees, support, and any special requirements for a project will be described in a proposal, order form, statement of work, or other written agreement (each, an "Order").

The Order defines the project.

Changes to an approved scope, including new workflows, users, data sources, integrations, or design requirements, may require an updated Order, schedule, or fee. Preece Systems is not responsible for delays caused by missing approvals, content, access, credentials, decisions, or other Client inputs.

3. Review, Launch, and Subscription Term

4. Fees and Payment

The Client will pay the fees, taxes, and approved expenses stated in the Order. Recurring fees may be based on the number of active apps, users, usage, support level, or another agreed measure. Unless the Order says otherwise, invoices are due within 15 days, amounts are stated in U.S. dollars, and fees are non-refundable except as expressly provided in these Terms, the Order, or applicable law.

The Client authorizes charges only through the payment method and billing schedule it accepts. If an undisputed amount is overdue, Preece Systems may suspend the affected service after providing reasonable notice and an opportunity to cure. The Client must raise a good-faith billing dispute within 15 days after the invoice date and timely pay any undisputed portion.

5. Accounts, Responsibilities, and Acceptable Use

The Client is responsible for:

• Providing accurate, complete, and timely project information, approvals, content, and access.
• Maintaining the confidentiality of account credentials and promptly reporting suspected misuse.
• Managing its authorized users and their use of the services.
• Confirming outputs before relying on them for business, legal, financial, safety, or compliance decisions.
• Using the services in accordance with the Order, these Terms, and applicable law.

The Client and its users may not:

• Use the services to violate law, infringe rights, deceive others, or transmit malicious code.
• Probe, disrupt, bypass, or defeat security, access controls, usage limits, or service protections.
• Reverse engineer or attempt to extract source code except where applicable law expressly permits it.
• Use the services for emergency response, life support, medical diagnosis, or another high-risk use unless an Order expressly authorizes that use.
• Submit information the Client lacks the right, permission, or lawful basis to use.

6. Client Data, Privacy, and Security

As between the parties, the Client retains its rights in information, files, records, content, and other materials submitted to or processed through a Client-specific service ("Client Data"). The Client grants Preece Systems a limited right to host, copy, transmit, modify, and otherwise process Client Data only as needed to provide, secure, support, and improve the applicable service and to meet legal obligations.

The Client is responsible for the accuracy and legality of Client Data and for providing required notices and obtaining required permissions. Unless an Order expressly permits it and includes appropriate safeguards, the Client must not submit payment-card data, protected health information, government identification numbers, data about children, or other specially regulated or highly sensitive information.

Preece Systems will use reasonable administrative, technical, and organizational safeguards designed to protect Client Data. No online service can guarantee absolute security. Our collection and use of personal information is also described in our Privacy Policy. If an Order includes a data processing agreement or project-specific security terms, those terms control.

7. Third-Party Services

A service may connect to third-party products such as email, file storage, accounting, CRM, payment, analytics, hosting, or identity providers. The Client is responsible for its third-party accounts, licenses, permissions, configurations, data, and compliance with third-party terms.

Third-party products are controlled by their providers and may change, limit, suspend, or discontinue features without notice to Preece Systems. We are not responsible for third-party products, but we will use commercially reasonable efforts to identify practical alternatives when a material integration change affects an active service. Any resulting scope, timing, or fee change will be handled through the applicable Order.

8. Ownership and Licenses

9. Confidentiality

Each party may receive non-public business, technical, financial, security, or product information that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will use Confidential Information only to perform or receive the services, protect it with reasonable care, and disclose it only to people who need it and are bound by confidentiality duties.

Confidential Information does not include information that the receiving party can show was already lawfully known, becomes public through no breach, is received lawfully without a duty of confidentiality, or is independently developed without using the other party's Confidential Information. A party may disclose information when legally required if it provides notice when permitted and reasonable assistance in seeking protection.

10. Availability, Support, and Service Changes

Preece Systems will provide hosting, maintenance, support, backups, response times, or service levels only as described in the applicable Order. We may perform maintenance and make changes needed to improve performance, security, reliability, or legal compliance. We will use reasonable efforts to avoid materially reducing the core functionality of an active paid service without notice.

Service may be interrupted by maintenance, third-party failures, internet conditions, security incidents, Client systems, or events outside our reasonable control. The Client is responsible for maintaining appropriate business-continuity procedures and copies of information it cannot afford to lose unless the Order assigns a specific backup responsibility to Preece Systems.

11. Warranties and Disclaimers

Preece Systems warrants that it will perform professional services in a professional and workmanlike manner and that, during an agreed review or acceptance period, a deliverable will materially conform to the written requirements in the Order. The Client's exclusive remedy for a breach of this warranty is for Preece Systems to use reasonable efforts to correct or reperform the affected service after receiving reasonably detailed notice.

Except for the express warranty above and to the fullest extent permitted by law, the website, services, and deliverables are provided "as is" and "as available." Preece Systems disclaims implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant uninterrupted or error-free operation, compatibility with every third-party product, or any specific business, financial, legal, or operational result.

12. Indemnification

The Client will defend and indemnify Preece Systems and its personnel from third-party claims, losses, and reasonable costs arising from Client Data or materials, the Client's unlawful or unauthorized use of a service, or the Client's material violation of these Terms.

Preece Systems will defend and indemnify the Client from a third-party claim that a paid Preece Systems deliverable, as provided and used as authorized, directly infringes a United States copyright or trademark. This obligation does not apply to Client materials, third-party products, combinations not supplied by Preece Systems, or modifications not made or authorized by us. If such a claim is likely, Preece Systems may modify or replace the affected item, obtain continued use rights, or end the affected service and refund prepaid fees covering the unused period.

The indemnified party must promptly notify the indemnifying party, allow it to control the defense and settlement, and provide reasonable cooperation. A settlement may not admit fault by or impose a non-monetary obligation on the indemnified party without its written consent.

13. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, business opportunity, or data, even if advised that such damages were possible.

Except for payment obligations, indemnification obligations, misuse of the other party's intellectual property, fraud, willful misconduct, or liability that cannot legally be limited, each party's total aggregate liability arising from an affected Order will not exceed the fees paid or payable under that Order during the 12 months before the event giving rise to the claim. For website use not connected to a paid Order, Preece Systems' total liability will not exceed $500.

14. Suspension, Termination, and Data Return

Preece Systems may suspend access when reasonably necessary to prevent a security threat, stop unlawful use, comply with law, address material misuse, or resolve an overdue undisputed payment. When practical, we will provide notice and limit the suspension to the affected service or user.

Either party may terminate an Order for a material breach that remains uncured 10 days after written notice, or immediately if the other party ceases business or enters insolvency proceedings. A Client may otherwise cancel only as permitted by the 30-day cancellation window, the applicable Order, or law. Termination does not remove fees accrued before the effective termination date.

After termination, the Client's access ends. Unless the Order says otherwise, and subject to payment of undisputed amounts, the Client may request a reasonable export of available Client Data within 30 days. Preece Systems may then delete Client Data in accordance with its retention practices, except for limited backup or legal-compliance copies. Provisions that by their nature should continue after termination will survive, including payment, ownership, confidentiality, indemnification, liability, and general terms.

15. Changes to These Terms

We may update these Terms from time to time. We will post the updated version and change the "Last updated" date above. Material changes will apply prospectively, and we will provide additional notice when reasonably appropriate. Changes to these online Terms do not rewrite an active Order where the Order or applicable law requires both parties to agree to the change.

16. General Terms and Contact

These Terms, the applicable Order, and documents expressly incorporated into either form the entire agreement about the applicable services and replace earlier discussions about the same subject. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue. A waiver must be in writing and applies only to the specific instance.

Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations. The Client may not assign an Order without Preece Systems' written consent, except with a merger or sale of substantially all of its relevant business if the successor assumes the Order. Preece Systems may use qualified subcontractors and remains responsible for their work as required by the Order.

Utah law governs these Terms and each Order, without regard to conflict-of-law rules. Before filing a lawsuit, the parties will try in good faith for 30 days to resolve the dispute through business representatives. State and federal courts located in Salt Lake County, Utah will have exclusive jurisdiction, and each party consents to that venue. Nothing prevents either party from seeking urgent injunctive relief to protect data, security, confidential information, or intellectual property.

Notices may be delivered electronically to the contact information in the Order. Questions, legal notices, and cancellation requests may be sent to: