Terms of Service

1. Acceptance of These Terms

These Terms of Service form a binding agreement between you and BFD CAPITAL GROUP LLC. They apply to every visit to our website and to every consulting engagement we undertake, unless we have signed a separate written agreement with you that expressly overrides them. Where a signed service agreement conflicts with these terms, the signed agreement governs for the services it covers.

You accept these terms by browsing the website, by submitting an enquiry, by accepting a proposal or by continuing to instruct us after receiving a copy of these terms. If you accept on behalf of an organization, you confirm that you have authority to bind that organization. If you do not have that authority, you must not accept these terms on its behalf.

We may update these terms from time to time as described in the changes section below. The version in force when you engage us continues to govern that engagement unless we agree otherwise in writing. We recommend that you keep a copy of these terms with your engagement records.

2. Definitions

In these terms, the words below have the meanings given here. The Company, we, us and our refer to BFD CAPITAL GROUP LLC, a limited liability company of the United States with its counting room at 2265 E Murray Holladay Rd, Holladay - 84117-5379, United States (US). Client and you refer to the person or organization using the website or engaging the services.

Services refers to the computer integrated systems design work we provide, including the six drawers of engagement described on our services page, namely Reserve Mapping Studies, Custody Line Blueprints, Balance Sheet Weighings, Drawer Classification Plans, Quiet Transfer Workshops and Vault Hour Retainers, together with any related advisory work. Deliverables refers to the written maps, blueprints, statements, plans, scripts, tallies and registers we produce for a client.

Website refers to the pages published at bfdcapital.mom and any subdomain of it. Confidential Information refers to non public information disclosed by one party to the other in connection with an engagement, whether marked confidential or not, that a reasonable person would understand to be confidential. Personal Data refers to information relating to an identified or identifiable individual.

3. Eligibility and Authority

Our website and services are offered to businesses and professionals. By using them, you represent that you are at least the age of majority in your jurisdiction and that you have the legal capacity to enter a binding agreement. If you use the website on behalf of an organization, you represent that you are authorized to act for that organization and to accept these terms on its behalf.

You also represent that you are not subject to sanctions or located in a jurisdiction where the provision of our services would be unlawful, and that you will comply with all laws that apply to your use of the website and the services. You are responsible for ensuring that your use of the website is lawful in the place from which you access it.

We may decline to provide services to any person or organization at our discretion, and we may suspend or terminate access to the website where we reasonably believe these terms have been breached or where continuing would expose us or others to risk.

4. Our Services

BFD CAPITAL GROUP LLC provides computer integrated systems design consulting. Our work is organized around the counting room method, in which each class of asset is assigned a drawer, labeled, weighed, classified and recorded before any transfer is permitted. The six drawers of engagement are described in detail on our services page, and each can be engaged alone or as part of a larger vault program.

We deliver our services with reasonable skill and care and in accordance with the professional standards that apply to systems design consulting. The specific scope, schedule, deliverables and assumptions for any engagement are set out in a written proposal or statement of work that we agree with the client before work begins. Anything not expressly included in that document is out of scope.

Our services are advisory and design services. Unless we expressly agree otherwise in writing, we do not operate client systems in production, we do not act as a data controller for client business records and we do not provide legal, tax, accounting or investment advice. Clients remain responsible for their own systems, decisions and regulatory compliance.

5. Client Engagements and Proposals

An engagement begins when we issue a written proposal and the client accepts it in writing, or when the client instructs us to begin and we confirm in writing that we have started. Each proposal states the scope, the deliverables, the schedule, the assumptions, the fees and the responsibilities of each party. A proposal remains open for acceptance for the period stated in it, or for thirty days if no period is stated.

Changes to an engagement must be agreed in writing. Where a change increases the effort required, we will provide an updated estimate before proceeding, and we will not begin the changed work until the client approves it. If a client instructs us to proceed without a written change, we may do so on a time and materials basis and invoice accordingly, and we will confirm that arrangement in writing as soon as practicable.

A first vault hour is offered at no cost to help both parties assess fit. It does not create an obligation on either side to proceed, and it does not make us responsible for the wider estate beyond the single drawer examined in that hour. Any advice given during a free session is provided in good faith on the information available at the time.

6. Fees, Invoicing and Payment

Fees for our services are set out in the applicable proposal. Unless the proposal states otherwise, fees are quoted in United States dollars and are exclusive of taxes, which are added where required by law. We may invoice on a milestone basis, a monthly basis or a time and materials basis as the proposal provides.

Invoices are payable within thirty days of the invoice date unless the proposal states a different period. We may charge interest on overdue amounts at the rate permitted by applicable law, and we may suspend work where an invoice remains unpaid for more than thirty days after the due date and we have given written notice of the suspension.

Amounts already paid for work performed are not refundable except where these terms or applicable law provide otherwise. Where an engagement is terminated before completion, the client remains responsible for fees for work performed and for non cancelable commitments we have reasonably made, and we will provide a final reconciliation of hours and expenses with the closing tally.

7. Client Responsibilities

A successful engagement depends on the client as much as on us. The client agrees to provide timely access to the people, systems, documents and environments that the engagement requires, to appoint a single point of contact with authority to make decisions, and to give accurate and complete information about the estate that will be examined or changed.

The client is responsible for obtaining any consents, licenses or third party permissions needed for us to perform the services, and for ensuring that the systems and data we are asked to examine may lawfully be examined. The client is also responsible for maintaining backups, for testing changes before they are applied to production and for the decisions it takes on the basis of our deliverables.

Where the client delays, withholds information or changes requirements in a way that affects the schedule, we may adjust the schedule and the fees to reflect the impact. We will tell the client as soon as we become aware of such an impact and explain what is required to bring the engagement back on track.

8. Acceptable Use of the Website

You may browse our website and use its features for lawful purposes connected with evaluating or engaging our services. You must not attempt to interfere with the website, gain unauthorized access to any part of it or to any systems connected to it, introduce malicious code, scrape or harvest content in a way that burdens our hosting, or use the website in a way that infringes the rights of others or breaks any law.

You must not misrepresent your identity or affiliation when contacting us, and you must not use our contact facilities to send unsolicited advertising, chain messages or unlawful content. We reserve the right to block access and to report unlawful activity to the appropriate authorities.

We may modify, suspend or withdraw any part of the website at any time without notice, including content and features. We do not guarantee that the website will be available without interruption or free of errors, and we may take the site offline for maintenance or security reasons when needed.

9. Intellectual Property

The website and its content, including text, layout, graphics, the counting room method and the visual design of the specie drawer vault, are owned by BFD CAPITAL GROUP LLC or licensed to it and are protected by copyright and other intellectual property laws. You may view and print pages for your own internal, non commercial reference, but you must not copy, republish, sell or exploit the content without our prior written permission.

Our pre existing methods, templates, know how and tools remain our property. On payment in full of the applicable fees, we grant the client a perpetual, non exclusive license to use the deliverables we produce for it in its own business. Ownership of client materials, client data and client systems remains with the client at all times.

Where a deliverable incorporates material supplied by the client, the client grants us a license to use that material solely to perform the services. The client confirms that it has the rights needed to grant that license and that our use of the material will not infringe the rights of any third party.

10. Confidentiality

Each party may receive Confidential Information from the other in connection with an engagement. The receiving party agrees to keep that information confidential, to use it only for the purpose of the engagement, and to protect it with at least the same care it uses for its own confidential information and never less than a reasonable standard of care.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already lawfully held without a duty of confidence, that is independently developed without use of the confidential information, or that is rightfully received from a third party without a duty of confidence. Where disclosure is required by law or a court order, the receiving party will notify the other where lawful and will limit the disclosure to what is required.

The confidentiality obligations continue for five years after the engagement ends, and indefinitely for information that constitutes a trade secret. On request or at the end of the engagement, each party will return or securely destroy the other confidential information, subject to any legal or accounting retention requirement.

11. Data Protection

Each party will comply with the data protection laws that apply to it. Where we process Personal Data on behalf of a client during an engagement, we act as a processor and the client acts as the controller, and we will process that data only on the client documented instructions and only for the purposes of the engagement.

We will implement appropriate technical and organizational measures to protect Personal Data, will ensure that personnel who handle it are bound by confidentiality, will assist the client with rights requests and impact assessments where required, and will notify the client without undue delay if we become aware of a personal data breach affecting the engagement.

Where a client shares Personal Data with us for our own business purposes, we act as a controller and handle that data as described in our Privacy Policy. The Privacy Policy is available on this website and forms part of these terms by reference. In the event of a conflict about our own processing, the Privacy Policy governs.

12. Third Party Materials and Integrations

Our website may link to third party websites, and our engagements may involve third party software, platforms or services. We do not control those third parties and we are not responsible for their content, availability, security or practices. A link does not imply endorsement, and any use of a third party service is subject to the terms and privacy notice of that third party.

Where an engagement depends on a third party product or interface, we will identify the dependency in the proposal. We are not responsible for failures, changes, price increases or discontinuations introduced by a third party, though we will work with the client in good faith to find a reasonable alternative where one exists.

If a third party integration requires the client to accept additional terms, the client is responsible for reviewing and accepting them. We will not accept third party terms on the client behalf unless expressly authorized in writing to do so, and any such acceptance will be limited to what the engagement requires.

13. Warranties and Disclaimers

We warrant that we will perform the services with the skill and care of a competent professional systems design consultancy and in accordance with the agreed proposal. We warrant that our personnel have the experience and qualifications needed for the work they are assigned. These warranties are the only warranties we give in relation to the services.

To the fullest extent permitted by law, the website and the services are otherwise provided as is and as available, without any other warranty, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title or non infringement. We do not warrant that the website will be uninterrupted, error free or free of harmful components, or that any result described in our materials will be achieved in every environment.

Our deliverables reflect the information available at the time and the assumptions stated in the proposal. Systems change, and a map or weighing is only as current as the moment it was taken, which is precisely why we recommend a vault hour retainer to keep the records fresh. The client is responsible for deciding whether a deliverable remains suitable before relying on it.

14. Limitation of Liability

To the fullest extent permitted by law, BFD CAPITAL GROUP LLC will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill or business opportunity, arising out of or in connection with the website or the services, whether based on contract, tort, strict liability or any other theory, even if we have been advised of the possibility of such damages.

To the fullest extent permitted by law, our total aggregate liability arising out of or in connection with an engagement will not exceed the fees actually paid by the client to us for the specific services giving rise to the claim during the twelve months preceding the event that gave rise to the liability. Where no fees have been paid, our total aggregate liability will not exceed one hundred United States dollars.

Nothing in these terms limits liability that cannot be limited by law, including liability for fraud, fraudulent misrepresentation, willful misconduct or death or personal injury caused by negligence where such limitation is not permitted. Some jurisdictions do not allow certain limitations, in which case the limitations above apply only to the extent permitted in that jurisdiction.

15. Indemnification

The client will indemnify and hold harmless BFD CAPITAL GROUP LLC and its members, employees and contractors from any claim, loss, liability, cost or expense, including reasonable legal fees, arising out of the client materials, the client use of a deliverable in a manner inconsistent with the agreed scope, the client breach of these terms, or the client failure to obtain a consent or license required for the engagement.

We will indemnify and hold harmless the client from any claim that a deliverable we created, standing alone and used as permitted, infringes the intellectual property rights of a third party, provided that the client promptly notifies us of the claim, gives us control of the defense and cooperates reasonably with us. This indemnity does not apply where the claim arises from client materials or from modifications made by the client or a third party.

The party seeking indemnity must notify the other promptly and must not settle a claim without the other consent where the settlement would impose an obligation on that other party. Each party will cooperate reasonably with the other in the defense of any indemnified claim.

16. Term and Termination

These terms apply for as long as you use the website or maintain an engagement with us. Either party may terminate a retainer or an open ended engagement for convenience by giving thirty days written notice. A fixed scope engagement runs until the deliverables are accepted or until it is terminated as provided here.

Either party may terminate immediately if the other materially breaches these terms and does not cure the breach within fifteen days of written notice, or if the other becomes insolvent, enters administration or ceases to carry on business. We may suspend the services if an invoice remains unpaid beyond the agreed period after written notice.

On termination, the client will pay for work performed and reasonable non cancelable commitments made up to the termination date, and we will deliver the work in progress and a closing tally of the drawers that were open. Provisions that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability and governing law, will continue in effect.

17. Force Majeure

Neither party will be liable for a failure or delay in performance caused by an event beyond its reasonable control. Such events include acts of God, natural disasters, war, civil unrest, terrorism, epidemic or pandemic, government action, embargo, failure of utilities or telecommunications, widespread internet disruption and failures of third party services that are not caused by the affected party.

The affected party will notify the other promptly of the event and will use reasonable efforts to resume performance. If the event continues for more than sixty days, either party may terminate the affected engagement by written notice without liability for the unperformed portion, and the client will pay for work performed before the event.

This section does not excuse a payment obligation that arose before the event, and it does not apply where the failure is caused by the affected party failure to maintain reasonable business continuity measures that a diligent provider would keep in place.

18. Governing Law and Dispute Resolution

These terms are governed by the laws of the State of Utah and the applicable federal laws of the United States, without regard to conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Utah for any dispute that is not resolved by the process described below.

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through senior level discussion. If the dispute is not resolved within thirty days of written notice, the parties will consider mediation before a mutually acceptable mediator. Only if mediation fails may either party commence proceedings, except where urgent injunctive relief is needed to protect rights or confidential information.

Nothing in this section prevents either party from seeking interim relief from a court of competent jurisdiction, and nothing limits a party right to bring a claim in a small claims tribunal where the claim qualifies. Each party waives any objection to venue in the courts identified above.

19. Changes to These Terms

We may revise these terms from time to time to reflect changes in our services, our practices or the law. When we make a material change, we will update the effective date at the top of this page and, where appropriate, provide a prominent notice on the website. The revised terms apply to use of the website from the date they are posted.

For an active engagement, the version of these terms in force when the engagement began continues to govern unless the parties agree in writing to adopt the revised version. Where a change is required by law, it will apply to active engagements to the extent the law requires, and we will notify affected clients.

We keep prior versions of these terms in our records and can provide a copy on request. If you continue to use the website after a change takes effect, you accept the revised terms for that use.

20. General Provisions

These terms, together with any signed proposal, statement of work or separate agreement, form the entire agreement between the parties on their subject matter and supersede any prior discussions or representations. A party failure to enforce a provision is not a waiver of it, and a waiver is effective only if given in writing by an authorized representative.

If a provision of these terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect, and the invalid provision is modified to the minimum extent necessary to make it enforceable. Neither party may assign these terms without the other written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the obligations.

Nothing in these terms creates a partnership, joint venture, agency or employment relationship between the parties. Notices must be in writing and sent to the addresses in the proposal or to finance@bfdcapital.mom, and are deemed received on delivery if sent by hand or courier, or on the next business day if sent by a reputable overnight service. Headings are for convenience only and do not affect interpretation.

21. How to Contact Us

Questions about these terms are welcome. Please reach the counting room using the details below, and we will respond within one business day.

These terms are provided in English, and the English version is the authoritative version for any engagement with BFD CAPITAL GROUP LLC.