1. Introduction
These Terms of Service govern the relationship between NS Media Solutions LLC, located at 43 W 400 S, Bountiful - 84010-6536, United States (US), and any person or organization that uses the website www.nsmedia.lat, requests services from the Company, or enters into an engagement with the Company. The website and the services presented on it are developed and operated by the developer NSMediay under the name NS Media Solutions LLC, which may be referred to in these Terms as the Company, we, us, or our, while the recipient of services may be referred to as you or the Client.
The Terms describe the rules that apply by default. Individual engagements are governed primarily by the written agreement signed for that engagement, and where a signed agreement conflicts with these Terms, the signed agreement controls for that engagement. Reading these Terms before requesting services saves both parties from later surprises, and questions are always welcome at page@nsmedia.lat or +15177322202.
2. Acceptance of These Terms
By using this website, submitting an inquiry, or accepting a proposal, you confirm that you have read these Terms and agree to them. If you do not agree, do not use the website or request services. Acceptance must come from a person with authority to bind the organization on whose behalf services are requested; submitting a request is treated as a representation that such authority exists.
We may update these Terms as described in the section titled Changes to These Terms. The version in force when you submit a request governs that request, and later versions apply to later requests. Continued use of the website after a revised version is published constitutes acceptance of the revision for future dealings.
3. Description of Services
The Company provides computer integrated systems design and related professional services, including custom software architecture, enterprise systems integration, cloud infrastructure design, managed IT modernization, data platform engineering, and security and compliance audits. The scope of any particular service is defined in a written proposal or statement of work agreed between the parties, which identifies deliverables, timelines, assumptions, and fees.
Descriptions on this website are informational. They explain how we work and what we typically deliver, but they do not by themselves create a promise that a specific result will be achieved in a specific case. Engineering outcomes depend on factors outside any written page: the state of existing systems, the quality of available data, third-party platform behavior, and decisions made during delivery. For that reason, the binding statement of what we will do is always the signed document, not the marketing text.
The Company may refuse any request, in whole or in part, at its discretion, for example where a request is unlawful, conflicts with an existing duty to another client, or falls outside the competence we honestly possess. We would rather decline work than perform it poorly.
4. Eligibility and Authority to Contract
Services are offered to businesses and organizations and to adults acting in a professional capacity. The website is not directed to consumers purchasing for personal, family, or household purposes, and it is not directed to minors. By requesting services you represent that you are at least eighteen years of age and that, if you act for an organization, you have actual authority to bind that organization to these Terms and to any resulting agreement.
You further represent that the information you provide about your organization, its systems, and its authorization needs is accurate and complete to the best of your knowledge. Misrepresentation of authority or of material facts can cause real damage in engineering work, where a wrong assumption propagates through a design; if we discover it, we may suspend or terminate the engagement as described in the termination section, with fees earned to that date remaining due.
5. Engagements, Proposals, and Statements of Work
Every engagement begins with a written proposal or statement of work. That document defines the deliverables, the schedule, the price and payment schedule, the assumptions on which the price depends, and the responsibilities of each party. Work outside that definition is out of scope until the parties agree in writing to add it, and added work is priced before it is performed. This discipline protects both sides: the Client from uncontrolled cost, and the Company from unlimited obligation.
Estimates prepared before a signed statement of work are good-faith projections based on the information available at the time. Discovery performed under an engagement may reveal facts that change the plan; when that happens, we present the finding, the options, and the revised cost in writing, and the Client decides. No material change proceeds without Client approval recorded in writing, whether by signed change order, accepted proposal, or confirmed email.
Acceptance of deliverables follows the procedure stated in the statement of work. Where no procedure is stated, the Client has ten business days from delivery to review and either accept or provide a written list of defects; silence beyond that period is treated as acceptance. Rejected deliverables are repaired or replaced at no additional fee when the rejection rests on a failure to meet the agreed specification.
6. Client Responsibilities
Engineering services are collaborative, and the Client holds duties that the schedule depends on. The Client agrees to provide timely access to systems, documentation, and personnel; to respond to requests for decisions within a reasonable period; to supply accurate information about existing infrastructure, licenses, and constraints; to ensure that any required third-party permissions, such as vendor licenses and platform accounts, are in place; and to designate a decision-maker empowered to resolve questions without escalation chains that stall the work.
The Client also agrees not to ask the Company to design, build, or operate anything that is unlawful, that infringes the rights of others, or that violates the acceptable use rules of any platform involved in the work. Where the Client provides materials or data for incorporation into deliverables, the Client confirms that it holds the rights needed for that use. Delays caused by missing inputs extend the schedule, and, where the Company has reserved capacity that sits idle because of them, the statement of work may provide for standby fees.
7. Fees, Invoicing, and Payment
Fees are stated in the applicable proposal or statement of work and may take the form of fixed project fees, time-and-materials rates, monthly managed service fees, or a combination. Invoices are issued on the schedule stated in the engagement document and are payable within thirty days of the invoice date unless the document states otherwise. Managed service fees are billed in advance of the service month; project milestone fees are billed on achievement of the milestone; time-and-materials work is billed in arrears with itemized records.
Amounts not paid when due may accrue a late charge at the lesser of one and one half percent per month or the maximum rate permitted by law, from the due date until paid. The Company may suspend work and withhold deliverables while undisputed amounts remain overdue beyond the stated period, after written notice and a cure window of ten business days. The Client may withhold only amounts disputed in good faith and must pay all undisputed portions when due, and the parties will work in reason to resolve any dispute quickly.
Fees are stated exclusive of taxes and expenses, which are addressed in the following section. Returned payments, wire fees caused by incorrect Client banking details, and similar avoidable costs are borne by the party that caused them.
8. Taxes and Expenses
Quoted fees do not include sales, use, value added, or similar taxes, and the Client is responsible for taxes imposed on the transaction other than taxes on the income of the Company. Where the Client claims an exemption, it must provide a valid exemption certificate before invoicing. If withholding is required by law in the jurisdiction of payment, the Client must provide official receipts evidencing the remitted amounts so that credit can be claimed.
Preapproved expenses incurred in delivering the engagement, such as travel to Client sites, third-party platform costs purchased on behalf of the Client, and specialized testing services, are billed at cost without markup unless the statement of work states a different arrangement. Unapproved expenses are not billed; we ask first, because surprises on an invoice damage the trust an engineering relationship is built on.
9. Intellectual Property
The Company retains ownership of its pre-existing tools, libraries, methodologies, templates, and know-how developed before or independently of an engagement, and grants the Client a perpetual, worldwide, non-exclusive license to use those elements as embedded in the deliverables for the purposes of the engagement. Upon full payment, the Client owns the deliverables specifically created for it under the statement of work, including custom source code and configuration written for the Client systems, to the extent those deliverables constitute works made under the engagement.
Third-party components incorporated into deliverables, whether open source or commercial, remain subject to their own licenses. We document every such component and its license terms in the delivery record so the Client knows exactly what it holds and on what conditions. The Client must comply with those license terms; most open source licenses are permissive, but some impose obligations the Client must honor.
The Company may reuse general knowledge, techniques, and lessons learned gained during an engagement, provided that no confidential information of the Client is disclosed and no Client-specific deliverable is resold. The Client marks its proprietary materials as confidential where practical, and both parties respect the confidentiality terms set out in the next section.
10. Confidentiality
Each party may learn confidential information of the other during an engagement: technical documentation, business plans, financial terms, security practices, and unreleased plans. The receiving party agrees to use confidential information only for the engagement, to protect it with at least the care it applies to its own confidential material, to limit access to personnel and subcontractors who need it and are bound by equivalent duties, and to return or destroy it at the conclusion of the engagement when the disclosing party requests.
Confidentiality does not apply to information that is or becomes public without breach, that the receiving party already held lawfully before disclosure, that is independently developed without use of the confidential material, or that must be disclosed by law, in which case the receiving party will, where lawful, give prompt notice so the disclosing party may seek protection. These obligations survive termination of an engagement for five years, and, for trade secrets, for as long as the information remains a trade secret under applicable law.
11. Security and Data Handling in Deliveries
Where the Company designs, builds, or operates systems that process personal information for a Client, the parties will execute a data processing agreement or equivalent terms before processing begins. The Company follows the security practices summarized on the Privacy Policy page of this website and any additional controls required by the engagement document. Clients remain responsible for the lawfulness of the personal information they supply and for providing any notices to individuals that the applicable law requires.
If a security incident affects systems under Company management, the Company will investigate, contain, and notify the Client without undue delay and will assist with notifications required by law. If an incident arises from the environment or instructions of the Client rather than from Company systems, the Company will cooperate in the investigation, and responsibility follows the facts. Security work is never treated as an optional extra: findings from audits are delivered with a remediation sequence, and ignoring a critical finding in writing shifts consequences to the party that chose to ignore it.
12. Warranties and Disclaimers
The Company warrants that services will be performed in a professional and workmanlike manner by qualified personnel, that deliverables will materially conform to the specifications in the applicable statement of work, and that it holds the rights necessary to grant the licenses described in these Terms. Defects in deliverables reported within the acceptance and warranty periods stated in the statement of work, or ninety days after delivery where no period is stated, will be repaired at no additional fee.
Except for the express warranties in this section, the website, its content, and all services are provided as is and as available, without warranty of any kind, whether statutory, express, or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that operation will be uninterrupted or error free, because no engineering practice can honestly make that promise; what we warrant is the discipline of the method and the responsiveness of the remedy.
13. Limitation of Liability
To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, however caused and under any theory of liability, even if advised of the possibility. The total liability of each party arising from or relating to an engagement is limited to the fees paid or payable by the Client under that engagement in the twelve months preceding the event giving rise to the claim.
These limits do not apply to liability that cannot be excluded by law, to the indemnity obligations for infringement stated in these Terms, to breaches of confidentiality, or to willful misconduct. The parties have negotiated these limits as a deliberate allocation of risk reflected in pricing, and they apply notwithstanding the failure of essential purpose of any remedy. Where the law grants non-waivable consumer rights, those rights remain unaffected; these Terms are written for business relationships.
14. Indemnification
The Company will defend the Client against third-party claims that a deliverable, as furnished by the Company and used within the scope of the engagement, infringes a patent, copyright, or trade secret, and will pay damages finally awarded against the Client by a court of competent jurisdiction or agreed in settlement, provided the Client notifies the Company promptly, grants control of the defense, and cooperates reasonably. If an injunction blocks use of a deliverable, the Company will, at its option and expense, procure the right to continue use, modify the deliverable to be non-infringing, or replace it with functionally equivalent work, failing which it will refund the fees attributable to the infringing deliverable.
The Client will defend the Company against third-party claims arising from materials or data supplied by the Client for incorporation into deliverables, from the use of deliverables in combination with systems the Company did not provide where the combination itself causes the claim, or from the operations or content of the business the deliverables serve, and will pay damages finally awarded on the same notice, control, and cooperation conditions.
15. Term, Suspension, and Termination
These Terms apply from first use of the website or first engagement and continue until terminated. Each individual engagement continues for the term stated in its statement of work. Managed services renew for successive monthly periods unless either party gives notice of non-renewal at least thirty days before the end of the current period. Project engagements end on acceptance of the final deliverable unless the document states otherwise.
Either party may terminate an engagement for material breach that remains uncured thirty days after written notice describing the breach. The Company may suspend services, after notice and a short cure window, where payment is overdue, where the continued work would violate law or third-party rights, or where the security of Company systems is threatened by the condition of the Client environment. Either party may terminate for convenience on thirty days written notice, with the Client paying fees for work performed and costs committed to the effective date.
On termination, the Company delivers work in progress completed to the effective date, the Client pays all amounts earned, and each party returns or destroys confidential material of the other as the confidentiality section requires. Provisions that by their nature should survive termination, including intellectual property licenses already granted, confidentiality, limitation of liability, indemnification, and governing law, do survive.
16. Governing Law and Dispute Resolution
These Terms and any engagement governed by them are construed under the laws of the State of Utah, United States, without regard to conflict of law rules, and the parties consent to the exclusive jurisdiction of the state and federal courts located in Davis County, Utah, except where a statement of work designates a different forum. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before filing suit, the parties agree to attempt resolution in good faith: a written description of the dispute sent to the other party, followed by a meeting of senior representatives within thirty days. Most engineering disputes are disagreements about expectations that a direct conversation resolves, and this step is designed to force that conversation early. Where the amount in controversy is modest, the parties may agree to binding arbitration rather than court proceedings; the costs of the chosen forum follow the outcome as the law provides. Either party may seek injunctive relief for confidentiality or infringement breaches without observing the negotiation period.
17. Changes to These Terms
The Company may revise these Terms from time to time to reflect changes in law, in the services, or in sound business practice. The current version is published on this page with the date of the last update at the top. Material changes that would affect active engagements are communicated directly to the contact on file before they take effect, and, where a signed statement of work governs, the version of these Terms referenced or in force at signing continues to govern that engagement unless the parties agree otherwise in writing.
Using the website after publication of a revised version means you accept it for future dealings. We keep prior versions on file and will provide a copy on request so that the practice applicable at any past date can be established without argument.
18. Miscellaneous Provisions
These Terms, together with any accepted proposal or statement of work, form the entire agreement between the parties regarding their subject and supersede prior discussions, whether written or oral. Amendments must be in writing and signed by both parties, except that the Company may update these Terms as described above for future dealings. If any provision is held unenforceable, the remainder continues in force, and the unenforceable provision is reformed to the minimum extent necessary to be valid while preserving the intent of the parties.
Neither party may assign an engagement without the written consent of the other, except to a successor in a merger or sale of substantially all assets, with notice given. Failure to enforce a provision on one occasion is not a waiver of the right to enforce it later. Notices required by these Terms are valid when delivered by email to the addresses on file, by certified mail to the business addresses, or by another method the parties confirm in writing. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Force majeure excuses performance while a qualifying event, such as a natural disaster, war, or failure of public infrastructure, prevents it, provided the affected party resumes promptly when the event ends and notifies the other without delay.
19. Contact Information
Questions about these Terms, requests for a signed agreement before engagement, and notices may be directed to NS Media Solutions LLC, 43 W 400 S, Bountiful - 84010-6536, United States (US), by email to page@nsmedia.lat, or by telephone at +15177322202 during business hours. We acknowledge written notices within two business days.
Thank you for reading the Terms in full. Predictable engagements are built on documents both parties actually read, and we consider that reading the first act of a well-run project.