Terms of Service

1.Agreement to These Terms

These Terms of Service govern access to this website and the professional services offered by PRECISE ERP SOLUTIONS LLC, a company located at 7402 W Shining Amber Ln, Tucson - 85743-1479, United States (US). By browsing this website, submitting a message through the contact form or engaging the company for rollout work, a person or organisation agrees to be bound by these terms together with any written services agreement that applies to a specific engagement.

A person who does not accept these terms should stop using the website and should not submit an enquiry. Where a signed statement of work contains terms that differ from this document, the signed statement of work governs for the work described in it, and these terms continue to apply to everything else.

2.Definitions

The following definitions apply throughout these terms.

• Company means PRECISE ERP SOLUTIONS LLC of 7402 W Shining Amber Ln, Tucson - 85743-1479, United States (US).
• Website means the pages published at the address of the company and any subdomain operated by the company.
• Services means the computer integrated systems design and ERP rollout work described on the services page and in a statement of work.
• Client means the organisation that engages the company for the services.
• Project Records means module tickets, migration sheets, sandbox notes, data audit memoranda, go-live notes and handover packs.
• Platform means the third party enterprise software that the company configures or migrates on behalf of a client.
• Visitor means any person who accesses the website, whether or not that person is a client.

3.The Services

The company provides six categories of rollout service: module ticket bays, migration sheet runs, go-live note desks, sandbox windows, data audit review rounds and rollout sittings. Each category is described in detail on the services page, and each is delivered as a documented unit of work with a written record of what was configured, migrated or verified.

The services are professional advisory and implementation services. The company does not sell software licences, does not operate the platform on an ongoing basis after handover and does not act as a managed service provider unless a separate written agreement says so. The company works alongside client teams and, where relevant, alongside the client chosen software vendor.

The company may decline a project where the scope cannot be defined, where the client cannot name a responsible owner for each area in scope, or where the platform involved cannot be accessed lawfully. A refusal of this kind is not discrimination but a condition of delivering work that can be verified.

4.Eligibility and Business Use

This website and the services are intended for organisations and professional users acting in the course of a trade, business or profession. A person submitting an enquiry confirms that the person is at least eighteen years of age and has authority to act for the organisation named in the message.

A client is responsible for ensuring that every person who accesses project records on the client side has been authorised by the client and briefed on the confidentiality obligations that apply. The company is entitled to rely on instructions received from any person that the client has named as an authorised contact.

5.Proposals and Statements of Work

A written proposal describes the scope, the sequence, the sandbox windows, the audit rounds and the expected cutover date for a project. A proposal remains open for acceptance for the period stated on its face, which is normally thirty days from the date of issue. After that period the company may revise the proposal to reflect a change in availability or assumptions.

A statement of work becomes binding when it is signed by both parties or when the client confirms acceptance in writing and pays any mobilisation fee set out in the proposal. Work that is not described in a signed statement of work is out of scope and may be quoted as a separate engagement.

Estimates of duration are made in good faith based on the information available at the time. They are not guarantees. Where a client changes scope, delays access to systems or fails to provide a named reviewer, the schedule will be revised and any resulting additional effort will be quoted before it is performed.

6.Client Responsibilities

A rollout depends on the client as much as on the company. The client agrees to provide the following on reasonable notice.

• A named owner and a named reviewer for each department in scope.
• Timely access to the systems, exports and documentation needed for the migration sheets.
• Accurate information about current processes, including known workarounds and exceptions.
• A written decision on any open question raised at a rollout sitting within five working days.
• A person authorised to approve a rollback during cutover, reachable by telephone.
• Written notice of any change in scope, contact owner or cutover date as soon as it is known.

Where the client fails to provide an item on this list, the company may suspend the affected work and record the suspension on the project record. The suspension does not relieve the client of payment obligations for work already performed.

7.Fees and Payment

Fees are set out in the proposal or statement of work and are payable according to the schedule stated there. Unless the proposal says otherwise, the company invoices monthly for work performed during the preceding month and payment is due within thirty days of the invoice date.

Fees are exclusive of applicable taxes, which are added where the law requires. A client who disputes an invoice should raise the dispute in writing within fifteen days of receipt and pay the undisputed portion. Interest may be charged on late amounts at a rate permitted by applicable law.

The company may pause work where an undisputed invoice remains unpaid for more than thirty days after the due date. If a pause continues for more than thirty further days, the company may terminate the engagement under the termination section of these terms.

8.Scheduling and Rescheduling

Sandbox windows, data audit rounds and go-live note desks are scheduled in advance because they require specific people to be present. A client may reschedule a confirmed window with at least five working days of written notice without charge. With shorter notice, the company may charge for the reserved time where the reserved people cannot be redeployed.

The company will make reasonable efforts to move a window at short notice when a genuine emergency arises. Emergency moves are handled on a case by case basis and are recorded on the project record together with the reason.

9.Deliverables and Ownership

On full payment, the client owns the Project Records produced specifically for the client, including the completed module tickets, signed migration sheets, audit memoranda and the go-live note record. The client may use and store those records for its own business and audit purposes.

The company retains ownership of its general methods, templates, checklists, internal working papers and technical know how, whether or not those materials appear in a clients project record. The client receives a non exclusive licence to use any material supplied for the internal purposes of the project.

Nothing in these terms transfers ownership of the Platform or of any software licence held by the client. Platform licences remain between the client and the relevant vendor.

10.Third Party Platforms

The services involve configuring and migrating third party enterprise software. The performance, availability and behaviour of that software are controlled by its vendor. The company is not responsible for a vendor outage, a vendor change to a software release, or a vendor decision to withdraw a feature on which a configuration depends.

The client is responsible for maintaining valid licences for the Platform and for complying with the vendor own terms. Where a vendor requires an authorisation for a consultant to access a tenant, the client agrees to obtain that authorisation promptly.

Where a vendor bug prevents a migration from completing, the company will document the issue on the migration sheet, notify the vendor where the client agrees, and propose the safest available alternative. The existence of a vendor bug does not entitle the client to a refund of work already performed.

11.Acceptable Use of This Website

A visitor agrees to use this website lawfully and in a way that does not interfere with the operation of the site or with the use of the site by others. The following conduct is not permitted.

• Attempting to gain unauthorised access to any part of the site or to the systems that support it.
• Introducing malicious code, automated scraping at a volume that degrades service, or any form of denial of service.
• Copying the site content for commercial republication without written permission.
• Using the contact form to send unsolicited advertising, chain messages or unlawful material.
• Misrepresenting identity or authority when submitting an enquiry.

The company may block access, remove content or take other proportionate steps where this section is breached, and may report serious conduct to the relevant authorities.

12.Confidentiality

Each party agrees to keep confidential the non public information of the other party that it receives in connection with a project. Confidential information includes process descriptions, data extracts, pricing, internal notes and any other information that a reasonable person would treat as private to the disclosing party.

Confidential information may be used only for the purpose of the project. It may be disclosed to people within the receiving party who need it for that purpose and who are bound by confidentiality duties, or where disclosure is required by law, provided that the disclosing party is notified where lawful.

Confidentiality obligations survive the end of an engagement. They do not apply to information that is already public through no breach, that was lawfully known before disclosure, or that is independently developed without reference to the confidential material.

13.Privacy and Data Protection

The handling of personal information is described in the privacy policy published on this website. The privacy policy forms part of these terms and should be read together with them. Where a client supplies personal information for migration, the client remains the controller of that information and the company acts on the client documented instructions.

The client agrees to supply only the personal information that is necessary for the migration and to apply masking or exclusion where a field is not required. The company will delete migration extracts and sandbox copies according to the retention rules in the privacy policy.

14.Service Standards and Warranties

The company agrees to perform the services with reasonable skill and care, in accordance with the methods described on the services page and with the written statement of work. The company agrees to act in good faith when advising on risk and to flag a concern about a cutover rather than proceed silently.

Where a client believes that a deliverable does not meet the agreed description, the client should notify the company in writing within fifteen working days of receipt. The company will review the deliverable, and where the concern is justified the company will correct it at no additional charge. This is the primary remedy for a service shortfall.

Apart from the standards in this section, no other warranty is given, whether express or implied, including any implied warranty of fitness for a particular purpose or of non infringement.

15.Disclaimers

The content of this website is provided for general information about the company and its services. It is not professional advice for a specific situation, and a visitor should not act on it without obtaining advice that considers the particular facts.

The company does not guarantee that the website will be available without interruption or free of errors. The company may change, suspend or withdraw any part of the website at any time. Links to external sites are provided for convenience and do not imply responsibility for the content of those sites.

No statement on this website is a promise of a particular business outcome. Rollout results depend on the client data, the client team availability, the Platform behaviour and many other factors that no provider can fully control.

16.Limitation of Liability

To the fullest extent permitted by applicable law, the company is not liable for indirect, incidental, special, consequential or punitive loss, nor for loss of profit, loss of revenue, loss of business opportunity or loss of anticipated savings, however arising and whether or not the company was advised of the possibility of such loss.

The total liability of the company arising out of or in connection with an engagement is limited to the fees paid by the client to the company under the relevant statement of work in the twelve months preceding the event giving rise to the claim, or to the amount stated in the statement of work where a different cap is specified.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded, such as liability for fraud or for death or personal injury caused by negligence. Where a jurisdiction does not allow a particular limitation, that limitation applies to the greatest extent the law permits.

17.Indemnification

A client agrees to indemnify and hold harmless the company from claims, losses and reasonable costs arising from data supplied by the client that infringes the rights of a third party, from a breach of the confidentiality section, or from a client instruction that the client was not authorised to give.

The company agrees to indemnify the client from direct losses arising from a claim that the company own templates, when used as supplied, infringe the intellectual property rights of a third party, provided that the client notifies the company promptly and allows the company to direct the response to the claim.

A party seeking indemnity must give the other party prompt written notice, reasonable cooperation and the opportunity to participate in the defence. The indemnifying party may not settle a claim in a way that admits fault on the part of the indemnified party without that partys written consent.

18.Termination and Suspension

Either party may terminate an engagement for convenience by giving thirty days of written notice. On termination for convenience, the client pays for work performed up to the effective date of termination and for any non cancellable commitments already made on the client behalf.

Either party may terminate immediately where the other party commits a material breach and fails to remedy it within fifteen days of written notice, becomes insolvent, or engages in conduct that makes continued work unsafe or unlawful.

On termination, the company will deliver the Project Records produced to that point, subject to payment of outstanding undisputed invoices, and will return or destroy confidential information according to the client written instruction. A go-live note desk may be extended at the client request to cover a scheduled cutover that falls within the notice period, and the extension will be charged at the agreed rate.

19.Force Majeure

Neither party is liable for a delay or failure caused by an event beyond its reasonable control, such as a natural disaster, an extended power or network failure, an act of public authority, civil disruption or a widespread illness that prevents key people from attending. The affected party must notify the other party promptly and must use reasonable efforts to resume performance.

If a force majeure event continues for more than sixty days, either party may terminate the affected part of the engagement on written notice, and the client pays for work performed up to the effective date of termination.

20.Intellectual Property of the Website

The text, layout, graphics, stylesheets and scripts of this website are owned by the company or used under licence. A visitor may view and print pages for personal or internal business reference. A visitor may not republish, sell, mirror or create a derivative work from the site content without prior written permission.

The company name, the developer name Precise ERP and the visual identity of the site are the property of the company. No licence to use those marks is granted except as necessary to refer accurately to the company in a factual way.

21.Governing Law and Disputes

These terms are governed by the laws of the State of Arizona, United States, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Arizona for any dispute that cannot be resolved by discussion.

Before beginning formal proceedings, the parties agree to attempt in good faith to resolve a dispute through a written notice that describes the issue and a meeting, held within fifteen working days, between senior representatives of each party. This step is intended to preserve the working relationship and to avoid unnecessary cost.

22.Changes to These Terms

The company may update these terms from time to time to reflect a change in the services, in the law or in the way the business operates. The revised version is published on this page with a new date at the top. A material change does not apply retroactively to a signed statement of work unless the client agrees in writing.

A visitor who continues to use the website after a revision has been published accepts the revised terms for future use. Clients are encouraged to keep a copy of the terms that applied when an engagement began.

23.General Provisions

These terms, together with the privacy policy and any signed statement of work, form the entire agreement between the parties on the subject and replace any earlier discussion. If a provision is found to be unenforceable, the remaining provisions continue in full force and the unenforceable provision is adjusted to the minimum extent needed to make it enforceable.

A failure to enforce a provision is not a waiver of that provision. A waiver is effective only when given in writing. A party may not assign an engagement without the written consent of the other party, except as part of a reorganisation in which the assignee assumes the obligations in full.

Notices must be sent in writing to the addresses recorded in the statement of work, and are effective on delivery when sent by hand or by a recognised courier, or on the next working day when sent by email with confirmation of receipt.

24.Contact Information

Questions about these terms, requests for permission to reuse content, or notices under this agreement should be sent to the company using the details below.

The company aims to answer a written question within two working days. A clear description of the issue and the outcome that the sender would like makes a useful reply far more likely.