These terms govern the relationship between SDH Ventures LLC, a computer systems design and IT consulting firm, and every client who engages our services. Our website and all professional deliverables are designed, built, and maintained by SDH Ventures. Please read these terms carefully before working with us.
These Terms of Service constitute the entire agreement between SDH Ventures LLC, a Utah limited liability company with offices at 184 N Lone Rock Dr, Hurricane UT 84737-6172, and the client named in any corresponding statement of work, proposal, or service agreement. By engaging our services, the client acknowledges that it has read, understood, and agreed to be bound by these terms.
This agreement applies to all services delivered by SDH Ventures LLC including computer systems design, IT infrastructure consulting, network architecture, cybersecurity assessment, managed IT services, hardware integration, cloud migration, technology strategy, and any other professional service we may offer now or in the future. These terms also govern use of our website at sdhventures.mom.
If a separate written agreement signed by both parties exists for a specific project, that agreement takes precedence over these general terms to the extent of any inconsistency. Any modifications to these terms must be in writing and signed by an authorized representative of SDH Ventures LLC.
SDH Ventures LLC provides professional computer systems design and information technology consulting services. Specific services, deliverables, timelines, and pricing for each engagement are defined in a written statement of work, proposal, or service order issued by SDH Ventures LLC and accepted by the client.
Our core service categories include:
SDH Ventures LLC reserves the right to modify, expand, or discontinue specific service offerings. Clients with active engagements will be notified of any changes that affect their project scope or deliverables.
The client agrees to provide SDH Ventures LLC with timely access to facilities, systems, personnel, and information reasonably necessary for the performance of our services. Failure to provide such access may result in project delays, additional costs, or suspension of services for which SDH Ventures LLC shall not be held liable.
The client is responsible for:
The client acknowledges that the success of any IT project depends substantially on client cooperation and timely decision-making. SDH Ventures LLC will not be responsible for outcomes adversely affected by client delays, incomplete information, or failure to follow our recommendations.
Fees for services are established in the applicable statement of work, proposal, or service agreement. Unless otherwise specified, all fees are quoted in United States dollars and are exclusive of applicable taxes, which shall be the responsibility of the client.
Payment terms are as follows unless modified by the statement of work:
Late payments may accrue interest at the rate of one and one-half percent per month or the maximum rate permitted by Utah law, whichever is lower. SDH Ventures LLC reserves the right to suspend services if any invoice remains unpaid for more than thirty calendar days past its due date. The client shall reimburse SDH Ventures LLC for all reasonable costs incurred in collecting overdue amounts, including legal fees and collection agency charges.
Reimbursable expenses including travel, lodging, hardware purchases, software licenses, and third-party service fees incurred on the clients behalf shall be pre-approved in writing by the client and invoiced separately or included in the next billing cycle.
All intellectual property created by SDH Ventures LLC in the course of providing services, including system designs, network diagrams, architecture documentation, configuration scripts, security policies, deployment plans, written reports, and custom software code, shall remain the exclusive property of SDH Ventures LLC unless otherwise agreed in writing.
Upon full payment for the relevant services, SDH Ventures LLC grants the client a perpetual, non-exclusive, non-transferable license to use the deliverables for the clients internal business purposes. This license does not include the right to resell, sublicense, or distribute the deliverables to third parties except as necessary for the clients own operations. The client may provide access to deliverables to their own contractors, auditors, and service providers solely in connection with the clients business, provided those third parties agree to maintain confidentiality.
The client retains all ownership of its pre-existing materials, data, systems, and intellectual property provided to SDH Ventures LLC during the engagement. SDH Ventures LLC shall not claim any ownership interest in the clients proprietary information, trade secrets, or business data.
SDH Ventures LLC retains the right to use general knowledge, skills, experience, ideas, concepts, and know-how acquired during the engagement in future work for other clients, provided such use does not disclose the clients confidential information.
Each party acknowledges that during the course of the engagement, it may receive or have access to confidential information of the other party. Confidential information includes all non-public business, technical, and financial information that is designated as confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure.
SDH Ventures LLC agrees:
The client agrees to maintain the confidentiality of SDH Ventures LLCs proprietary methodologies, tools, templates, pricing structures, and technical approaches disclosed during the engagement.
Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party before disclosure, is independently developed by the receiving party without use of the disclosing partys confidential information, or is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party where legally permitted.
These confidentiality obligations survive termination of the agreement and continue for a period of three years thereafter, except for trade secrets which shall remain confidential indefinitely or until they cease to qualify as trade secrets under applicable law.
To the maximum extent permitted by applicable law, SDH Ventures LLCs total aggregate liability to the client for any and all claims arising out of or related to the services, whether in contract, tort, negligence, strict liability, or any other legal theory, shall not exceed the total fees actually paid by the client to SDH Ventures LLC for the specific service or project giving rise to the claim during the twelve months immediately preceding the event that gave rise to the claim.
SDH Ventures LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, loss of data, business interruption, reputational harm, or costs of procuring substitute services, regardless of whether SDH Ventures LLC was advised of the possibility of such damages.
SDH Ventures LLC shall not be held liable for:
The limitations in this section shall apply even if any remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages, so these limitations may not apply in whole or in part to the client depending on applicable law.
SDH Ventures LLC warrants that all services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards for computer systems design and IT consulting. If any deliverable does not conform to this warranty, the client must notify SDH Ventures LLC in writing within thirty calendar days of delivery. SDH Ventures LLCs sole obligation and the clients exclusive remedy for breach of this warranty shall be, at our option, to re-perform the non-conforming services at no additional charge or to refund the fees paid for the non-conforming portion of the services.
Except for the express warranty set forth above, SDH Ventures LLC provides all services on an as-is basis and disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. SDH Ventures LLC does not warrant that any system, software, or configuration will be error-free, uninterrupted, or immune to security breaches.
SDH Ventures LLC does not provide legal, accounting, tax, or regulatory compliance advice. Any observations, suggestions, or guidance we provide regarding regulatory matters are based on our technical understanding and should not be construed as legal opinions. The client should consult qualified legal and accounting professionals for advice on such matters.
Third-party products and services procured on the clients behalf are subject to the warranties and terms provided by their respective manufacturers and vendors. SDH Ventures LLC passes through to the client any applicable third-party warranties to the extent permitted and makes no independent warranties regarding such products or services.
Either party may terminate a project-based engagement upon thirty calendar days written notice to the other party. In the event of termination by the client, the client shall pay SDH Ventures LLC for all services performed through the effective date of termination, plus any non-cancellable expenses incurred or committed on the clients behalf. In the event of termination by SDH Ventures LLC, we shall refund any prepaid fees for services not yet performed, less any non-cancellable expenses incurred on the clients behalf.
Either party may terminate an ongoing managed services or retainer engagement upon sixty calendar days written notice. During the notice period, SDH Ventures LLC shall continue to provide services and the client shall continue to pay applicable fees.
Either party may terminate this agreement immediately upon written notice if the other party materially breaches any term of this agreement and fails to cure such breach within fifteen calendar days after receiving written notice describing the breach. SDH Ventures LLC may also terminate immediately if the client fails to pay any undisputed invoice within fifteen calendar days after receiving written notice of non-payment.
Upon termination, each party shall return or destroy all confidential information of the other party in its possession, except that SDH Ventures LLC may retain one archival copy for compliance, record-keeping, and professional liability purposes. Provisions that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability, warranties and disclaimers, governing law, and dispute resolution, shall survive.
This agreement and all matters arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
The parties agree that any legal action, suit, or proceeding arising out of or related to this agreement shall be brought exclusively in the state or federal courts located in Washington County, Utah. Each party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on improper venue or forum non conveniens.
This governing law provision applies to all clients regardless of their physical location. Clients located outside the United States acknowledge that services are provided from Utah and that this choice of law is reasonable given the location of SDH Ventures LLCs operations.
SDH Ventures LLC is committed to resolving disputes efficiently and fairly. In the event of any controversy, claim, or dispute arising out of or relating to this agreement or the services provided, the parties shall first attempt to resolve the matter through good-faith negotiation. The complaining party shall provide written notice to the other party describing the dispute in reasonable detail and proposing a resolution.
If the parties are unable to resolve the dispute through negotiation within thirty calendar days of the written notice, either party may request mediation. The mediation shall be conducted in Washington County, Utah, by a mediator mutually selected by the parties. Each party shall bear its own costs for mediation, and the mediator fees shall be shared equally.
If mediation does not resolve the dispute within sixty calendar days of the mediation request, either party may pursue any remedy available at law or in equity in accordance with the Governing Law section of this agreement. The prevailing party in any litigation shall be entitled to recover its reasonable attorneys fees and costs from the non-prevailing party.
The parties agree to waive any right to trial by jury in any action arising out of or related to this agreement. The parties further agree that any claims shall be brought solely on an individual basis and not as a plaintiff or class member in any purported class action, collective action, or representative proceeding.
SDH Ventures LLC reserves the right to update, modify, or replace these Terms of Service at any time. When we make changes, we will post the updated version on this page and update the effective date. Material changes will be communicated through a notice on our website and, for clients with active engagements, via email to the primary contact on file.
Changes to these terms will become effective thirty calendar days after the date they are posted unless a different effective date is specified. Continued use of our services after the effective date constitutes acceptance of the modified terms. If a client does not agree to the modified terms, the client may terminate the agreement in accordance with the Termination section prior to the effective date.
For clients with active statements of work, proposals, or service agreements in effect at the time of a modification, the version of the terms that was in effect when the statement of work or service agreement was executed shall continue to govern that specific engagement unless the client and SDH Ventures LLC mutually agree in writing to apply the updated terms.
No employee, contractor, or representative of SDH Ventures LLC other than an authorized officer has the authority to modify these terms orally or through any informal communication. Any purported oral modification shall be void and of no effect.
Severability: If any provision of this agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely approximates the original intent and economic effect of the invalid provision.
Waiver: The failure of either party to enforce any right or provision of this agreement shall not constitute a waiver of that right or provision. No waiver of any breach shall be deemed a waiver of any subsequent breach.
Assignment: The client may not assign or transfer any rights or obligations under this agreement without the prior written consent of SDH Ventures LLC. SDH Ventures LLC may assign this agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Relationship of Parties: SDH Ventures LLC is an independent contractor. Nothing in this agreement creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other or to incur obligations on the others behalf.
Force Majeure: SDH Ventures LLC shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government orders, epidemics, labor disputes, utility failures, telecommunications disruptions, or supply chain interruptions. In the event of a force majeure, SDH Ventures LLC will make reasonable efforts to resume performance as soon as practicable.
Notices: All formal notices required under this agreement shall be in writing and delivered by email to guide@sdhventures.mom for SDH Ventures LLC, or to the email address provided by the client for billing and communication purposes. Notices shall be deemed effective upon confirmation of receipt or, if confirmation is not available, twenty-four hours after transmission.
Entire Agreement: These Terms of Service, together with any applicable statement of work, proposal, or service agreement, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, representations, or communications, whether written or oral.