These terms are written to be read and understood. They explain what you may expect from Baumgardner Holdings LLC and what the practice expects from you. Where a separate written agreement covers a specific project, that agreement takes precedence over these general terms for the project it covers, and the two documents are meant to be read together.
1. Acceptance of These Terms
By accessing this website, submitting an inquiry or engaging Baumgardner Holdings LLC for professional services, you agree to be bound by these Terms of Service. If you do not agree with any part of them, you should not use the website or the services. These terms apply in addition to any project specific agreement, and where the two conflict, the project agreement controls for that project.
You acknowledge that you have had the opportunity to read these terms before using the site, and that no representative of the practice has made a promise that contradicts what is written here unless it appears in a signed agreement.
2. Description of Services
Baumgardner Holdings LLC provides computer systems design and integration services for grain, logistics and energy operators. The practice designs and deploys plant data pipelines, control room dashboards, OT network segmentation, warehouse automation systems, SCADA historians and remote monitoring rollouts, together with the survey, documentation and handover work that supports them.
The website describes these services for general information. A description on the website does not create an obligation to deliver a particular result, and the scope of any engagement is defined only by a written proposal or agreement accepted by both parties. We may modify, add or withdraw service offerings over time as the practice evolves.
We strive to keep the information on the website accurate, but we do not warrant that every page is complete, current or free of error. You should confirm any detail that is important to your decision directly with the practice before relying on it.
3. Eligibility and Authority
This website is intended for adults acting in a professional or commercial capacity. By using it you represent that you are at least the age of majority in your jurisdiction and that you have the authority to act on behalf of any organization you represent. If you are using the site on behalf of an employer or client, you confirm that you are permitted to do so.
We reserve the right to decline service to any person or organization for any lawful reason, including where a proposed engagement would create a conflict or would fall outside the technical competence of the practice.
4. Project Engagements and Proposals
An engagement begins when both parties sign a written proposal or a separate services agreement. Proposals describe the scope, the deliverables, the assumptions, the schedule and the fees. A proposal is an offer that remains open for the period stated in it, and it may be withdrawn if the underlying conditions change materially before acceptance.
Changes to scope are handled through a written change request. A change request describes the additional work, its effect on schedule and its cost. Work on a change does not begin until the change request is accepted, unless an urgent safety or production issue requires immediate attention, in which case we will confirm the change in writing as soon as practicable afterward.
Estimates of effort and duration are made in good faith based on the information available at the time. Site conditions, vendor behavior and access constraints can alter them, and we will notify you promptly if we believe an estimate can no longer be met.
5. Client Responsibilities
A successful integration depends on cooperation from the facility. You agree to provide timely access to the systems in scope, to designate a technical contact who can answer questions and authorize work, and to make staff available for the interviews and commissioning activities the project requires.
You are responsible for the accuracy of the information you give us about your plant, including equipment inventories, network details and operating constraints. You are also responsible for obtaining any internal approvals, permits or third party consents that the work requires, and for maintaining backups of your own data and configurations before changes are made.
Where work must occur during live production, you agree to coordinate safe windows with your operations team and to inform us of any condition that could make a scheduled activity unsafe.
6. Fees and Payment
Fees for services are set out in the applicable proposal or agreement. Unless stated otherwise, professional time is billed at the agreed rate, expenses are billed at cost, and invoices are payable within the period stated on the invoice. Amounts that remain unpaid beyond the due date may accrue interest at the rate permitted by law.
Where a project is delivered in phases, payment may be tied to the completion of milestones. A milestone is considered complete when the described deliverable has been provided and any agreed acceptance test has been performed. If you delay a review beyond the period stated in the proposal, the milestone may be treated as accepted so that work can continue.
Fees are exclusive of taxes unless expressly stated. You are responsible for any sales, use or similar tax that applies to the services, other than taxes based on our net income.
7. Intellectual Property
The content of this website, including its text, layout, styling and code, belongs to Baumgardner Holdings LLC and is protected by applicable intellectual property law. You may view and print pages for your own professional reference, but you may not copy, republish or redistribute the site content for commercial purposes without written permission.
Ownership of project materials is addressed in the applicable engagement agreement. As a general principle, you receive ownership of the documentation and configuration created specifically for your facility upon full payment, while the practice retains ownership of its underlying methods, tools, templates and general know how, which it may reuse in other work.
Nothing in these terms grants you a license to any trademark, service mark or trade name of the practice, and nothing grants the practice a license to your marks beyond what is needed to deliver the services.
8. Deliverables and Handover
The practice delivers its work with documentation intended to be understood by the facility that receives it. A typical handover includes network and architecture diagrams, a tag dictionary, configuration records and operating notes, so that the plant can maintain the system without continuous support from us.
You agree to review deliverables within a reasonable period and to notify us of any defect or omission. We will correct genuine defects that fall within the agreed scope at no additional charge. Requests for new or expanded functionality are handled through the change process described in section four.
Once a deliverable has been accepted or is deemed accepted, responsibility for its day to day operation passes to you, though we remain available for support under any separate arrangement.
9. Confidentiality
Each party may receive information of the other that is not public. Examples include plant configurations, network designs, commercial terms and operational data. Each party agrees to keep such information confidential, to use it only for the purpose of the engagement, and to protect it with at least the care it applies to its own confidential information.
Confidentiality obligations do not apply to information that is already public through no fault of the receiving party, that was lawfully known before disclosure, that is received from a third party without restriction, or that must be disclosed by law. Where disclosure is compelled, the receiving party will give prompt notice where permitted so that protective steps can be considered.
These obligations continue after the engagement ends for as long as the information retains commercial value.
10. Acceptable Use of the Website
You agree to use this website lawfully and respectfully. You will not attempt to gain unauthorized access to any part of the site or its supporting infrastructure, you will not interfere with its normal operation, and you will not use automated means to overload or scrape it in a way that degrades service for others.
You will not submit content that is unlawful, deceptive or harmful, and you will not misrepresent your identity or affiliation when contacting the practice. We reserve the right to block access where we reasonably believe these rules have been breached, and to report unlawful activity to the appropriate authorities.
11. Third Party Components
Integration work often involves hardware, software and cloud services supplied by third parties. Those components are governed by their own licenses and terms, and we do not control them. We will identify the third party components in a proposal where practical, and you are responsible for complying with the licenses that apply to them.
We are not responsible for a third party decision to change, discontinue or reprice a product, though we will work with you to find a reasonable path forward when such a change affects an engagement.
12. Warranties and Disclaimers
We warrant that the services will be performed in a professional and workmanlike manner consistent with the standards of the systems integration field. Except for that commitment, the website and the services are provided as available, and we disclaim all other warranties to the fullest extent permitted by law, whether express or implied.
We do not warrant that the website will be uninterrupted or error free, that any particular data will be preserved, or that a system will achieve a specific production outcome. Process results depend on equipment, materials and operating conditions that are outside our control, and our role is to build and document the integration layer rather than to guarantee a plant outcome.
13. Limitation of Liability
To the fullest extent permitted by law, Baumgardner Holdings LLC will not be liable for indirect, incidental, special, consequential or punitive damages, including lost profits, lost production, lost data or business interruption, arising from or related to the website or the services, even if we have been advised of the possibility of such damages.
Our total aggregate liability for any claim arising from an engagement will not exceed the total fees paid by you to the practice for the specific engagement giving rise to the claim during the twelve months preceding the event. Where a project agreement contains a different liability cap, that cap governs.
Nothing in this section limits liability that cannot be limited by law, including liability for fraud or for willful misconduct.
14. Indemnification
You agree to indemnify and hold harmless the practice, its members and its personnel from claims, losses and reasonable costs arising from your breach of these terms, from your misuse of the website, or from information you provide that you do not have the right to provide. We agree to indemnify you from claims that our own personnel acted with gross negligence or willful misconduct in the course of an engagement.
An indemnified party will give prompt notice of a claim, will allow the other party to participate in the defense where appropriate, and will not settle a claim in a way that admits fault on the part of the indemnified party without consent.
This mutual approach reflects the way the practice prefers to work. A systems integration engagement places people and equipment close together, and disputes are best resolved early and directly rather than through formal process. We ask that you raise a concern as soon as it appears, and we commit to doing the same with you.
15. Termination and Suspension
Either party may terminate a project agreement as provided in that agreement, typically for convenience with written notice or immediately for material breach that remains uncured after a reasonable opportunity to remedy. Fees for work performed through the effective date of termination remain payable.
We may suspend access to the website or pause work where necessary to protect people, property or systems, including where a condition at a site creates a safety risk. Where we suspend work, we will explain the reason and the conditions for resuming as soon as circumstances allow.
16. Force Majeure
Neither party is liable for a failure to perform caused by an event beyond its reasonable control, including severe weather, fire, flood, earthquake, civil disturbance, labor action, epidemic, failure of utilities or telecommunications, or an act of government. The affected party will give prompt notice and will use reasonable efforts to resume performance.
If a force majeure event continues for an extended period, either party may terminate the affected engagement without further liability except for amounts already due for work performed.
Where an event affects only part of the work, the unaffected portions continue and the affected portions are rescheduled once conditions allow. We will keep you informed of our assessment as the situation develops and will not treat a delay as a waiver of any obligation.
17. 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 parties will attempt to resolve any dispute through good faith discussion before resorting to formal proceedings, and the courts located in Utah will have jurisdiction over matters that cannot be resolved by agreement.
Before filing a claim, each party agrees to give the other written notice describing the dispute and the relief sought, and to allow a reasonable period for a negotiated resolution.
18. General Provisions
These terms, together with any applicable project agreement, constitute the entire understanding between the parties on the subjects they cover and supersede prior discussions on those subjects. If a provision is found unenforceable, the remaining provisions continue in effect. A failure to enforce a provision is not a waiver of it.
You may not assign these terms without our written consent. We may assign them in connection with a reorganization or sale of the practice. Notices may be given by email to the addresses the parties use for the engagement or by written communication to the address listed below.
We may update these terms from time to time by revising the effective date at the top of this page. Continued use of the website after an update indicates acceptance of the revised terms.
19. How to Contact Us
Questions about these Terms of Service should be directed to the practice using the details below.
Baumgardner Holdings LLC
3981 E 3500 S
Vernal - 84078-9239
United States (US)
Email: finance@baumgardnercapital.autos
Phone: +17166571021
We welcome the opportunity to discuss any part of these terms before you rely on them, and we will respond promptly to reasonable questions.