Terms of Service

The Agreement

These Terms of Service, together with any accepted proposal, statement of work, order or written amendment that references them, form the entire agreement between you and NeonShdw LLC. Together these documents set the scope, the price, the schedule and the responsibilities of both sides for integrated systems work, architecture, infrastructure, modernisation, data pipelines and IT service management platforms.

In the event of a conflict between these general terms and a specific signed statement of work, the specific document governs the matter it addresses. In the event of a conflict between these terms and the Privacy Policy, these terms govern the transactional relationship and the Privacy Policy governs the handling of personal information. Neither document is intended to override the other beyond its own field.

The Parties

NeonShdw LLC is a limited liability company incorporated under the laws of the State of Utah, United States, with its registered address at 1261 E 400 S, Salt Lake City - 84102-3248, United States (US). The company is led by developer NeonShdw, who designs and reviews the systems built under this agreement. The terms we, us, the Company and NeonShdw all refer to NeonShdw LLC.

The client is the operator, company or individual named on the accepted proposal who commissions the services. The client must have the authority to bind its own organisation to these terms. Where an individual signs on behalf of a company, that individual represents that they hold such authority and the company accepts the obligations set out here as its own.

Neither party is an employee, partner or agent of the other. Each side works as an independent contractor and bears its own responsibilities for its own staff, tools and legal duties, except where these terms expressly name a shared obligation.

Proposals and Statements of Work

NeonShdw prepares proposals that state the objective of a project, the deliverables contemplated, the estimate or fixed price, the planned schedule and the assumptions the figures rely on. A proposal becomes binding only when the client accepts it in writing, by returning a signed copy or by equivalent written notice, and only if no material fact has changed between the sending and the acceptance.

A statement of work records a specific package of services. Each statement of work names the deliverables, the milestones where review happens, the environment and access the client will provide, and the acceptance criteria for the finished work. Where work splits into phases, each phase closes with its own review so the whole estate is never held hostage to one stubborn corner.

Requests for changes that enlarge, shrink or alter the scope are priced and agreed in writing before the changed work begins. No verbal instruction to do more bends a contract, because a bench project only stays tidy when every new tube is measured and written down.

Services in Scope

The services of NeonShdw cover the design and engineering of computer integrated systems. That field includes enterprise systems integration that ties separate applications into a single working circuit, custom software architecture drawn around a client business, and cloud infrastructure design for public, private and hybrid estates.

It also includes legacy system modernisation, moving established systems to newer platforms in controlled stages with the old light kept burning through every cut over, and data pipeline engineering that collects, shapes and delivers data on a dependable cadence. The last of the six patterns is IT service management platforms, which route support work to the right bench with clear time stamps and clean records.

Where a statement of work names a service, that document defines the boundary of what we deliver. Anything a client expects beyond the written scope, however reasonable it sounds in conversation, is brought back to the counter and agreed before it is priced into the plan.

Client Dependencies and Facilities

A good sign lights only where the wall has power, and a good integration only where the client brings its own ground. The client agrees to provide the access, decisions, licences and environments that a statement of work lists as its contributions: logins to systems being integrated, authority to touch production when a milestone requires it, nominated staff who can answer architecture questions, and any hardware the scope expects the client to carry.

Delays that belong to the client, including missing decisions, fenced off systems or absent staff, may shift the schedule. Where such a delay extends the bench time of NeonShdw beyond the contingency a statement of work allows, the extension is charged at the rate named in the agreement unless both sides agree otherwise in writing.

The client also agrees to keep its own internal security standing where the project expects it, because an integration passed into a dark room is never a finished job. Where the two sides build a shared environment, each keeps control of its own half and neither is treated as the custodian of the other without a written instruction saying so.

Fees and Payment Terms

Fees are the honest measure of the work, set out in the proposal or statement of work before any build starts. NeonShdw bills on one of two bases, named in the signed document: a fixed price for a closed scope, or a time and materials rate for work that follows a moving target. Rates are given in United States dollars unless the signed document names another currency.

Fixed price work is invoiced against the milestones the document sets, commonly a proportion at signature, a proportion at an agreed midpoint and the balance at delivery. Time and materials engagement is invoiced on the cadence the document names, usually monthly, described sufficiently that the client can see the hours and the task they paid for.

Invoices are due within thirty days of their date. Where an account falls overdue, NeonShdw may pause active work on that account until payment clears, while still reserving its rights under these terms. Prompt payment keeps its own bench full, and the studio extends the same promptness to its own accounts so the rule runs in both directions.

Invoicing and Expenses

Each invoice carries a number, the client purchase order if one was given, a breakdown of the services or hours billed, the applicable rate or the agreed milestone amount, and the total due. On request the client receives a level of detail that fits its own accounting without exposing trade secrets of NeonShdw.

Travel and out-of-pocket expenses are billed at cost with receipts on file unless the signed document includes them in the fixed price. Common examples are licence fees paid on the client behalf for tools a scope requires, and approved travel to a client site where the engagement is hands on. No expense is added to an invoice without the source receipt, because a bench ledger that cannot be audited is no ledger at all.

Currency conversion, bank charges and payment processor fees follow the account that holds the payment. Early payment is always welcome, and a discount is applied only where the signed document says one exists.

Taxes and Withholding

Prices in the signed document either include or exclude applicable taxes as the document states. Where a price is quoted exclusive of tax, the client pays the amount of any sales, use, value added or similar tax lawfully charged on the services, itemised on the invoice rather than folded into a round figure.

Where local law requires withholding from a payment to NeonShdw, the client makes the withholding at the required rate, sends the net to us, and forwards the official certificate so we can credit the withheld amount against our own tax account. Withholding never converts a payable into a smaller amount without the certificate to prove the deduction.

Both parties keep the records their own tax authorities require. Neither party is responsible for the tax affairs of the other, and nothing in these terms appoints one side as a collector for the other beyond the legal minimum.

Intellectual Property and Ownership

The deliverables that NeonShdw creates for a client under a paid engagement, including custom code, architecture documents, configuration and the finished working system, are owned by the client once the statement for that work is paid in full. Ownership passes at full payment exactly as a lit sign passes from the bench to the building that ordered it.

Tools that NeonShdw develops generally, at its own expense, outside a specific client engagement remain the property of NeonShdw LLC even if they are used inside a project. These include internal libraries, build scripts, engineering templates and methodologies. A client receives a licence to use any such general tool that is embedded in its delivered system, as described in the next section, but does not acquire the underlying asset itself.

Before work begins, either side may supply the other with material it already owns, and that material stays where it started. Licences covering such pre-existing contributions are the ones the owner already grants; disclosure on the first review prevents surprise later.

License to Use Deliverables

Where NeonShdw retains ownership of a general tool that is delivered inside a client system, the client receives a perpetual, non-exclusive, royalty free licence to use that tool as part of the delivered system and its normal evolution. The licence does not permit the client to extract the general tool and resell it as a standalone product, nor to pass it to a competitor as raw material for a different line.

Third party components that a delivered system depends on are licensed under their own terms, which we pass through in the delivery notes rather than attempt to replace. Open source pieces keep their licences intact, and we record the dependency trail so a future audit reads like a map of a clean street.

The licence granted here runs for the life of the delivered system and survives the end of the engagement, so a paid build never goes dark purely because the consulting relationship closed on schedule.

Confidential Information

Each party may receive information from the other that is marked confidential or that a reasonable engineer would recognise as a trade secret: source code, architecture, client lists, pricing, security standing, and live incident detail all count. Both parties agree to use confidential information only for the purposes of the engagement and to protect it with at least the care they give their own equivalents.

Confidential information does not include material that is already public, that enters the public domain without fault of the receiving party, that the receiving party lawfully held before disclosure, or that it develops independently without use of the disclosed material. Disclosure required by law is permitted, with notice to the owner where the law allows such notice.

On close of the engagement, or earlier on request, each party returns or destroys the confidential material of the other except where copies must be kept for tax or legal duties. Our own backup schedule means a full erasure proof takes a short while; we confirm in writing when it is done.

Warranties

NeonShdw warrants that the services will be performed in a professional manner consistent with good industry practice, that deliverables will conform to the acceptance criteria in the signed statement of work, and that the work will not knowingly infringe the intellectual property rights of a third party at the point of delivery.

If a delivered component fails the acceptance criteria within the warranty period the statement of work names, NeonShdw corrects it at no further charge. The client reports the defect in writing within that window and gives a fair chance to reproduce and repair it. This correction right is the sole remedy for a defect that occurs within its own stated period.

Because no software is proven perfect and no environment is fully in our control, the warranties in this section stand in place of all other warranties and conditions, whether express or implied, including implied warranties of merchantability and fitness for a particular purpose, to the fullest extent the law permits excluding them.

Limitation of Liability

Neither party is liable to the other for indirect, incidental, special, punitive or consequential damages, or for loss of profits, loss of revenue, loss of data or interruption of business, however caused and even if the possibility of such loss was foreseen. Software failure does not pay the cost of the business it ran, so this line protects both benches from a ruinous claim over an honest flaw.

Each party total liability arising from the engagement is capped at the total fees the client paid to NeonShdw under the statement of work that gave rise to the claim. For a fixed price this is a clear sum; for time and materials it is the running total on that document at the date of the claim.

The limitation in this section does not apply to the indemnity for third party intellectual property claims in the next section, to breaches of confidentiality, to fraud or wilful misconduct, or to liability that cannot be limited by law. Every carve out is stated so the boundary stays visible rather than hidden in a dark corridor.

Indemnification

NeonShdw will defend and settle a third party claim that a deliverable built for the client infringes the intellectual property rights of that third party, and will pay any resulting judgment or settled amount. This indemnity is conditional on the client telling us promptly of the claim, giving us control of the defence, and cooperating at our reasonable cost in it.

Where such a claim is made or appears likely, NeonShdw may, at its own election, obtain the right to keep using the material, replace it with a non-infringing equivalent, modify it so it no longer infringes, or refund the fee paid for the affected portion and end that part of the engagement. The client will not concede a settlement that binds us without our agreement.

This indemnity does not cover infringement that arises from material the client supplied, from a specification the client imposed that left us no lawful design room, or from using a deliverable in a way or on a product the statement of work did not anticipate. In those corners the client carries the risk, as is fair for the party who steered the ship.

Maintenance and Support

For managed estates, NeonShdw operates a standing care bench: planned monitoring, periodic reviews of the running system, security patching on a schedule the client agrees, and a confirmed route to report faults. The depth of that care is set by the active maintenance agreement or statement of work and not by this paragraph alone.

Support hours and response targets are named in the active document, since a mission critical estate deserves different attention from a prototype bench. We answer through the agreed channels, log every request with a reference, and close tickets only when the client confirms the fault has cleared rather than when we simply grew tired of the garland on it.

Where no maintenance agreement is in force, NeonShdw has no standing duty to mend a delivered system after the warranty period closes. Should we agree to help on a one off basis after that point, the help is billed at our then current rate and is governed by a short written note referencing these terms.

Term and Termination

The engagement runs for the period the signed document states, or where none is stated, until the services described are accepted. Either party may end the engagement for the other material breach by giving written notice that names the breach and a reasonable period, usually thirty days, to cure it. If the breach is not cured within that period the engagement ends after the cure period closes.

A party may end the engagement immediately by notice where the other commits a breach that cannot be cured, becomes insolvent, is dissolved, or takes an equivalent step that puts the continued work at risk. On termination the client pays for work delivered and accepted up to the date of the notice, and for reasonable wind down costs agreed at the time.

The sections on payment for delivered work, confidentiality, limitation of liability, indemnification, intellectual property ownership and dispute resolution survive the end of the engagement. Whatever falls after termination is clear in these terms so neither side is left guessing what still holds once the exit sign is lit.

General Provisions

Neither party may assign these terms or an engagement under them without the prior written consent of the other, except that NeonShdw may assign its right to receive payment to a factor or a finance house and either party may assign to a successor on a merger, acquisition or sale of substantially all its assets. Assigned obligations bind the successor.

These terms are governed by their own stated law and read as a whole; the invalidity or unenforceability of any one clause does not undo the clauses that stand alone. A waiver of one breach does not waive a later breach of the same kind, and a right not exercised in one instance is not lost for the future.

Notices under these terms are sent in writing to the address of the other party last known to the sender, or to the email addresses the engagement names, and are treated as given when sent. Nothing in these terms creates a partnership or joint venture, and no course of dealing between the parties amends these terms unless the amendment is written and signed.

Dispute Resolution and Governing Law

These terms and any engagement they govern are governed by the laws of the State of Utah, United States, without regard to its conflict of laws rules. The parties agree to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah for any dispute arising from the engagement, except where a governing statute reserves a different forum.

Before filing any action, both parties agree to try to resolve the dispute directly and, where that fails in four weeks of good faith effort, through a single mediation session with a neutral chosen jointly, with the costs shared equally. A follow up chat at the bench has settled more arguments than any courtroom, and this clause asks both sides for that honest attempt once a dispute is lit.

Claims each party may bring are limited to that party and no claim is brought as a class action or on behalf of others. Time limits in the law are reduced to the extent the law allows, so a stale claim cannot be resurrected after the book of the project has closed.

Acceptance of These Terms

By asking NeonShdw to begin an engagement, by accepting a proposal, by paying an invoice under a statement of work, or by continuing to use services after these terms are drawn to attention, a client accepts these terms as binding. Where an engagement is renewed or extended, the terms in force at the start of that renewal apply unless the renewal document changes them.

We may revise these terms as the studio and the law evolve, posting a fresh edition on this page with a new effective date. Revisions bind work that begins after they are posted; an active engagement continues under the terms that were in force when it was signed, unless both sides agree to move it onto the new edition.

If a reader does not accept these terms, the only proper course is not to begin an engagement or use the paid services. The quietest refusal is a closed door, and the studio would rather waste no one time on a contract the client will not stand by.

Contact

Questions about these terms, requests to amend an accepted statement, or notice of a dispute should reach the NeonShdw desk through the channels named here. We answer on the bench schedule, and a legal matter is handled with the same direct care as a production fault.

The full address of the company is 1261 E 400 S, Salt Lake City - 84102-3248, United States (US). Postal mail should name the commercial desk and carry a return address so our reply can find the writer.

The studio email address is dispatch@neonshdw.lat and the studio telephone number is +16296298754. Developer NeonShdw personally reviews any proposal to amend a signed engagement, because a contract that no longer fits the work is a machine running out of true.