These Terms of Service govern your access to the spnpoppy.lol website and your use of the computer integrated systems design services provided by SPN Poppyseeds LLC. By visiting the website, submitting a form, booking a staging review, or accepting a proposal, you agree to be bound by these terms. If you do not agree, please do not use the website or engage our services.
These terms apply in addition to any written agreement we sign with you. Where a signed agreement conflicts with these terms, the signed agreement controls for the work it covers. These terms are offered by SPN Poppyseeds LLC, located at 338 S 400 E, Mount Pleasant - 84647-1855, United States (US).
In these terms, the words below have the meanings given here. The Company refers to SPN Poppyseeds LLC. The Client refers to the person or organization that engages the Company. The Services refers to staging, planning, design, documentation, walkthrough and support work described on this website or in a proposal. Deliverables refers to the layouts, schedules, label sets, records and other outputs the Company produces for the Client.
Staging room means the working method by which the Company arranges orders, equipment schedules and system layouts before a project goes live. Business day means a day other than a Saturday, Sunday or public holiday in the State of Utah. Content means text, images, diagrams, code and other material made available through the website.
You must be at least eighteen years of age and able to form a binding contract to engage the Company. If you act on behalf of an organization, you represent that you have authority to bind that organization to these terms.
You agree to provide accurate contact and project information and to keep it current. You are responsible for activity that takes place under your contact details and for keeping any credentials we issue confidential. If you believe that your details have been compromised, contact us promptly so that we can help secure the engagement.
We may decline or discontinue service to any person or organization that misuses the website, violates these terms, or creates a risk to our team, our clients or our systems.
SPN Poppyseeds LLC provides integrated systems design services. The core program includes systems staging and layout, equipment schedule planning, network path design, documentation and labeling, go-live walkthroughs, and seasonal systems support. Each service is described in more detail on our services page and in individual proposals.
Services are provided on a project basis, a retainer basis, or a support basis, as agreed in writing. The scope of any engagement is limited to the deliverables listed in the applicable proposal. Work that falls outside that scope is handled through a written change request before it begins.
The Company may use subcontractors or specialist partners to complete part of an engagement. The Company remains responsible to the Client for the work performed under the engagement, whether it is performed by our team or by a partner acting on our behalf.
Services are delivered from our staging room at 338 S 400 E, Mount Pleasant - 84647-1855, United States (US), and may be delivered remotely where the work allows. The staging room method means that each service begins with an organized plan and ends with a written or physical result, so that the Client always holds something it can use after the engagement closes.
An engagement begins when the Client accepts a written proposal from the Company. The proposal states the scope, the schedule, the fee and the assumptions on which the estimate is based. A proposal remains open for the period stated in it, and after that period the Company may revise it.
Estimates depend on the accuracy of the information the Client provides. If site conditions, order volumes or schedules differ from what was described, the Company will explain the difference and propose an adjustment before proceeding. The Client is never obligated to accept a change, but declining a necessary change may affect the schedule or the final result.
Unless a proposal states otherwise, the Company performs the services independently and not as an employee, agent or partner of the Client. Nothing in these terms creates a joint venture or a partnership between the parties.
A proposal may include assumptions about site access, available power, network readiness and the accuracy of client records. The Client is encouraged to review those assumptions and to raise any disagreement before accepting the proposal, because the estimate and the schedule depend on them.
Where a proposal is accepted by email, the electronic acceptance carries the same weight as a signed document. The Company keeps a copy of each accepted proposal, and either party may request it at any time during the engagement.
Fees are stated in the applicable proposal and are quoted in United States dollars unless another currency is named. Unless the proposal says otherwise, invoices are due within thirty days of the invoice date. The Company may require a deposit before work begins and may invoice progress payments at agreed milestones.
Amounts that remain unpaid after the due date may accrue a late charge where permitted by law, and the Company may pause work while an invoice is outstanding. The Client is responsible for taxes that apply to the services, other than taxes on the income of the Company.
Fees for work already performed are not refundable. If the Client cancels an engagement, the Client remains responsible for fees that cover work completed and commitments already made, such as reserved staging windows and purchased materials.
The Company issues invoices electronically to the address the Client provides. A Client who requires a purchase order, a particular reference number, or a specific billing format should tell the Company before the first invoice is issued so that the paperwork can be arranged without delay. Questions about an invoice are welcome and will be answered promptly.
A successful engagement depends on the Client as much as on the Company. The Client agrees to provide timely access to sites, equipment, documentation, order data and decision makers who can approve the work. The Client agrees to designate a single point of contact who can coordinate the project.
The Client is responsible for decisions about its own operations, including staffing, safety and compliance. The Company provides design, documentation and planning support, and the Client retains final authority over how its systems are used.
Where the Client provides access to a live system, the Client agrees to grant the minimum access needed for the work and to supervise that access where policy requires. The Company will request only the permissions required for a task and will return or remove temporary access when the task is complete.
The Company reserves staging windows so that each engagement receives focused attention. Reserved windows are held for the Client once a proposal is accepted. If the Client needs to move a window, the Client should give as much notice as possible so that the schedule can be adjusted without disrupting other projects.
Repeated postponements may require the engagement to be re-staged, and a re-staging fee may apply where the original schedule can no longer be used. The Company will always explain a rescheduling charge before it is applied.
Dates in a proposal are estimates unless the proposal states that a date is firm. The Company will notify the Client promptly if a date is at risk and will work with the Client to agree on an alternative.
Deliverables are provided in the formats described in the proposal, which may include scaled layouts, equipment schedules, network path drawings, label sets, runbooks and as-built records. The Client may review each deliverable and provide written comments within the review period stated in the proposal.
A deliverable is considered accepted when the Client confirms acceptance in writing, or when the review period ends without comments. If the Client requests changes after acceptance, the Company will handle them as a new request and may charge for the additional work.
The Company keeps a copy of final deliverables for support and reference. The Client is responsible for storing its own copies and for distributing them to the people who need them inside the organization.
The website, its design, its text and the Company methods, templates and internal tools remain the property of the Company and its licensors. Nothing in these terms transfers ownership of that material to the Client.
Upon full payment, the Client receives a license to use the deliverables the Company prepared for the Client, for the internal business purposes described in the proposal. The Company retains ownership of the underlying methods, frameworks and reusable components used to produce those deliverables.
The Client grants the Company permission to use the Client name and a general description of the engagement in a client list or a case summary, unless the Client asks us in writing not to do so. The Company will never disclose confidential client information in such a summary.
Each party may receive information that the other treats as confidential. Each party agrees to protect that information with reasonable care, to use it only for the engagement, and to limit access to people who need it to do the work.
Confidential information does not include information that is already public, that a party already knew without a duty of confidence, that a party develops independently, or that a party receives from a third party without a duty of confidence. A party may disclose confidential information when required by law, provided it gives notice where the law allows.
When an engagement ends, each party will return or destroy confidential information of the other on request, except for copies that must be retained for legal or accounting reasons. Retained copies remain subject to these confidentiality obligations.
Integrated systems often include equipment, software and services supplied by other companies. The Company may specify, coordinate or recommend third party components as part of a design, but the Company does not manufacture those components and does not control their terms.
Third party components are governed by the terms and warranties of their suppliers. The Client is responsible for reviewing and accepting those terms. The Company is not liable for the acts, omissions or failures of a third party supplier, though the Company will help the Client pursue a supplier warranty where it is reasonable to do so.
Where the Company resells a third party component, the Company passes through the supplier warranty to the extent it is permitted to do so, and the Client agrees to look first to the supplier for remedies that the supplier provides.
The Company warrants that it will perform the services in a professional and workmanlike manner, consistent with the standards of the computer integrated systems design industry. If the services do not meet this standard, the Company will, at its option, re-perform the affected work or provide a reasonable credit.
Except for the warranty above, the website and the services are provided as available and without further warranties of any kind, whether express, implied or statutory. The Company disclaims implied warranties of merchantability, fitness for a particular purpose and non-infringement to the fullest extent the law allows.
The Company does not warrant that a system will be free of every defect, that a network will never be interrupted, or that a design will produce a particular business result. The Client understands that systems depend on many factors outside the control of the Company.
To the fullest extent permitted by law, the Company is not liable for indirect, incidental, special, consequential or punitive damages, including lost profits, lost revenue, lost data or business interruption, even if the Company was advised that such damages were possible.
The total liability of the Company arising out of or related to an engagement is limited to the total fees paid by the Client to the Company for the services giving rise to the claim. This limit applies regardless of the theory of liability, whether in contract, tort or otherwise.
Some jurisdictions do not allow certain limitations, so part of this section may not apply to you. In that case, the limitations apply to the greatest extent the law permits, and the remaining provisions of these terms continue in full force.
The Client agrees to defend, indemnify and hold harmless the Company and its team from claims, damages, losses and expenses, including reasonable legal fees, that arise from the Client use of a deliverable outside its intended purpose, from content the Client provides, or from the Client breach of these terms.
The Company agrees to defend, indemnify and hold harmless the Client from third party claims that a deliverable prepared by the Company infringes a United States copyright or trade secret, provided the Client promptly notifies the Company and allows the Company to control the defense.
The party seeking indemnity must provide prompt notice, reasonable cooperation and the opportunity to direct the defense. No settlement that imposes a liability on the indemnified party may be entered without that party written consent.
Either party may terminate an engagement for convenience with written notice, subject to payment for work completed and commitments already made. Either party may terminate immediately if the other party commits a material breach that is not cured within a reasonable period after written notice.
On termination, the Client pays for services performed through the effective date, the Company delivers work that has been paid for, and each party returns or destroys confidential information as described in the confidentiality section.
Sections that by their nature should survive termination, including intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and governing law, continue to apply after the engagement ends.
These terms are governed by the laws of the State of Utah, United States, without regard to its conflict of law rules. The parties agree that the state and federal courts located in Utah have jurisdiction over any dispute that cannot be resolved informally.
Before starting a formal proceeding, the parties agree to attempt to resolve any dispute through good faith discussion for a period of at least thirty days. If the dispute cannot be resolved, either party may pursue the remedies available under the law.
If any provision of these terms is found to be unenforceable, that provision is limited or removed to the smallest extent necessary, and the remaining provisions stay in effect. The failure of a party to enforce a provision is not a waiver of that provision.
The Company may update these terms from time to time. When a material change is made, the Company will update the date at the top of this page and, where appropriate, provide a notice on the website. Continued use of the website or the services after a change takes effect means that you accept the updated terms.
An engagement is governed by the version of these terms that was in effect when the proposal was accepted, unless the parties agree otherwise in writing. If you have questions about how a change affects an active project, please contact us.
Questions about these Terms of Service should be directed to SPN Poppyseeds LLC using the details below. We are happy to clarify any provision and to discuss how it applies to your engagement.
SPN Poppyseeds LLC
338 S 400 E
Mount Pleasant - 84647-1855
United States (US)
Email: orders@spnpoppy.lol
Phone: +15076288611
These terms work together with our Privacy Policy, which explains how we handle personal information. To return to the main site, visit the SPN Poppyseeds LLC homepage.