Terms of Service

1. Acceptance of these terms

These Terms of Service form a binding agreement between the person using the website or the services and Horsfall Consulting LLC. The agreement takes effect when a person first uses the website or when the company accepts an enquiry, whichever happens first. Continued use of the website after an update confirms the revised terms.

Where a person acts on behalf of a business, that person confirms that they have authority to bind the business to these terms. If the person does not have that authority, they should not accept the terms on behalf of the business and should ask an authorised person to review them.

A person who does not agree with any part of these terms should not continue to use the website and should not engage the company. The company is willing to discuss a variation in writing where a client has a specific statutory or procurement requirement.

The headings in these terms are for convenience only. They do not affect the interpretation of the clauses that follow them. A reference to a clause includes the sub clauses that belong to it.

2. Definitions

In these terms, the company means Horsfall Consulting LLC. The website means the pages served at horsfallconsulting.lol and any related pages operated by the company. The services means the consultancy described on the website and any work agreed in a statement of work or engagement letter.

Client means a business or professional person who engages the company for services. Visitor means a person who uses the website without engaging the company. Deliverable means a report, standard, template, training material or other output prepared for a client. Engagement means the period during which the company provides services under an agreement.

Business day means a day other than Saturday, Sunday or a public holiday observed in the State of Utah. Confidential information means non public information disclosed by one party to the other in connection with the services, whether marked confidential or not.

Writing includes email, a signed document and any other durable medium agreed by the parties. A reference to a person includes an individual, a company, a partnership and any other legal entity.

3. About the company

Horsfall Consulting LLC provides independent consultancy in field service dispatch, computer integrated systems design and related professional services. The practice is based in Clearfield, Utah, and works with trade contractors such as electrical, mechanical, plumbing, HVAC and facilities maintenance firms.

The company is an independent adviser. It does not resell software licences, does not act as a dealer for fleet radio equipment and does not receive commission from a vendor for a recommendation. Recommendations are prepared on the basis of the clients operating needs as observed during the engagement.

The company does not operate a dispatch centre on behalf of clients as a telephone answering service. The services focus on designing, documenting and stabilising a dispatch operation that the client runs. Where a client asks for operational cover, the parties describe the arrangement in a separate written agreement.

The company may work with associate consultants and subcontractors. Such persons work under written confidentiality obligations and are introduced to the client before they take part in an engagement.

4. Permitted use of the website

A visitor may read the website, print a page for personal or internal business reference and share a link with a colleague. The website is provided for general information about the company and its services. It is not a substitute for professional advice on a specific operational or legal question.

A visitor may use the contact form to send a genuine enquiry. The form is intended for business correspondence and should not be used to send unsolicited bulk advertising, malware or content intended to disrupt the site. The company may decline to respond to a message that appears to be automated or abusive.

The company grants a limited, revocable, non exclusive licence to view the website for the purposes described in this clause. The licence does not transfer any ownership of the website content and ends when these terms cease to apply.

The company aims to keep the website available at all times but does not promise uninterrupted service. The company may suspend access for maintenance, security work or an update to the content.

5. Prohibited use

A person must not attempt to gain unauthorised access to the website, its server or any connected system. A person must not probe the site for vulnerabilities, introduce malicious code, interfere with the normal operation of the site or attempt to overwhelm it with traffic.

A person must not copy, scrape or republish a substantial part of the website content for a commercial purpose without written permission. Fair quotation with attribution is welcome, but wholesale copying of the copy, styling or structure is not.

A person must not use the website to impersonate another person, to misrepresent an affiliation with the company or to send deceptive information. A person must not use the contact form to distribute spam or to harvest the contact details of the company for an unrelated mailing list.

A person must not remove a copyright notice, a trademark notice or another proprietary marker from a page. The company may report a serious breach to the relevant authority and may seek an injunction where the harm is ongoing.

6. Scope of consultancy services

The company offers six service lines: technician scheduling and routing, emergency call-out coordination, fleet communication systems, job costing and invoicing support, customer follow-up programs and seasonal workforce planning. A statement of work names the service lines included in an engagement and describes the expected output for each.

Work outside the agreed scope requires a written change agreed by both parties. The company may suggest a change during the engagement where the diagnostic reveals a more urgent problem. A change is not binding until the client accepts it in writing and the fee impact is agreed.

The company provides advice and documentation. The client decides whether and how to implement a recommendation. The company may assist with implementation where the statement of work includes that activity, but the client retains operational responsibility for its crews, its customers and its compliance obligations.

The company does not provide legal, tax, accounting or engineering advice as a regulated service. A recommendation may touch on these areas at a practical level, and the client should obtain specialist advice where a question requires it.

7. The engagement process

An engagement usually begins with a diagnostic. The company observes the morning run, reviews recent job tickets and interviews the people who run the desk. The diagnostic ends with a written report describing priority fixes and an indicative cost for each.

The parties then agree the first change to implement and the measure that will show whether it worked. The company implements the change with the client team, trains the relevant staff and documents the new routine. Further changes follow in the same pattern only after the first result is reviewed.

After the initial work, the client may continue on a light retainer for a quarterly board review and a seasonal staffing plan. The retainer terms, including the number of review sessions and the notice period, are set out in the statement of work.

Timelines are estimates prepared in good faith. The company will notify the client as soon as a material delay becomes apparent and will agree a revised timetable where possible.

8. Client responsibilities

The client agrees to provide accurate information about its operation, including run lists, ticket samples and staffing data, and to make the relevant staff available for interviews and observation. The quality of the diagnostic depends on the accuracy of the material provided.

The client is responsible for obtaining any consent needed from its own staff and customers before sharing their information with the company. The company asks for the minimum personal information needed and will help the client identify what can be redacted.

The client is responsible for implementing a recommendation in a safe and lawful manner, for training its own crews beyond the sessions included in the engagement and for maintaining the documentation once the engagement ends. The company provides a handover pack to make that maintenance practical.

The client confirms that it has authority to accept these terms and that the person signing the statement of work is authorised to commit the business. The client will inform the company promptly of any change in the key contact for the engagement.

9. Fees and payment

Fees are stated in the statement of work or in a written quotation. A fixed fee engagement is billed in stages described in the quotation, usually on signature, at the end of the diagnostic and at handover. A time based engagement is billed monthly for the hours recorded against the agreed work.

Invoices are due within thirty days of the invoice date unless the statement of work provides a different period. Payment may be made by the method shown on the invoice. The company does not add a surcharge for a bank transfer and does not accept payment in cash without a written receipt.

Overdue amounts may attract interest at the rate permitted by law, calculated from the due date until payment is received. The company will send a reminder before charging interest and will discuss a payment plan where a client is experiencing difficulty.

Fees are exclusive of any sales tax or similar charge that applies. Where such a charge is required, it will be added to the invoice and identified separately. The client provides any exemption certificate before the invoice is issued.

A client who disputes an invoice should notify the company in writing within fourteen days of receipt, identifying the amount in dispute and the reason. Undisputed amounts remain payable on the due date.

10. Expenses and travel

Travel to a client site, overnight accommodation and reasonable meals are charged at cost where the engagement requires a visit. The company estimates these costs in the quotation so that the client can plan for them. A local visit within the Clearfield area is normally included in the agreed fee.

The company keeps receipts for every expense and provides a summary with the invoice. The client may ask for the receipts of any item above a threshold agreed in the statement of work. The company does not add a markup to third party expenses.

Where remote work can deliver the same result, the company will propose it and let the client decide. Remote sessions are billed as working time and do not attract travel expenses.

11. Scheduling, changes and cancellation

The parties agree dates for workshops, observation days and review sessions in the statement of work or by email. A date may be moved by mutual agreement without charge where reasonable notice is given.

If a client cancels a confirmed session with less than two business days of notice, the company may charge for the reserved time, because the slot cannot easily be reassigned. The company will credit the amount against a replacement session held within thirty days.

If the company needs to move a session, it will offer an alternative date and will not charge the client for the change. Where a delay is caused by the company and materially affects the engagement, the client may end the affected part of the work without a termination fee.

Emergency call-out support, where included in a retainer, is governed by a separate response schedule agreed in writing. The schedule states the response target, the escalation path and the hours covered.

12. Intellectual property

The website, its text, layout, styling and graphics are owned by Horsfall Consulting LLC or used under licence. The company name, the brand presentation and the written content are protected by copyright and trademark rules. A visitor may not reproduce a substantial part of the site without permission.

During an engagement the company may use methods, templates, checklists and training material that it developed before the engagement or independently of it. Those materials remain the property of the company. The client receives the licence described in the next section.

Client material, including run lists, tickets, reports and internal documents, remains the property of the client. The company uses that material only to deliver the services and keeps it confidential as described in these terms.

Any third party material used in a deliverable is identified with its source. The company will not include third party material in a way that breaches a licence or a confidentiality obligation.

13. Use of deliverables

On full payment of the relevant invoice, the company grants the client a perpetual, non exclusive, non transferable licence to use the deliverables within its own business. The licence covers the clients employees, contractors and professional advisers who need the material for their work.

The client may adapt a deliverable for its own operation, for example by adding its logo to a training sheet or adjusting a checklist to fit a new crew structure. The client may not sell, sublicense or distribute the deliverable as a commercial product, and may not represent it as the clients own methodology when speaking to the public.

The company retains the right to describe the general approach in its own marketing and training, provided that no client confidential information is disclosed and that a client is not identified without permission.

Where an engagement ends before a deliverable is complete, the licence covers the part that has been delivered and paid for. The company will provide the working files on request so that the client is not left with an unusable fragment.

14. Confidentiality

Each party will keep the confidential information of the other party private and will use it only for the purpose of the engagement. Confidential information includes operational records, pricing, customer lists, crew data and anything else that a reasonable business would regard as sensitive.

The obligation does not apply to information that is already public, that the receiving party knew before the engagement without a duty of confidence, that is received from a third party without a breach of duty or that is independently developed without using the confidential information.

A party may disclose confidential information where the law requires it, provided that the disclosing party gives prompt notice where lawful and cooperates with any request to limit the disclosure. A disclosure to a professional adviser under a duty of confidence is permitted.

The obligation continues for five years after the engagement ends and indefinitely for a trade secret. At the end of the engagement, each party will return or destroy confidential information on request, except for a copy kept for legal or record keeping purposes.

15. Third party tools and recommendations

The company may recommend a software platform, a radio model, a routing service or another third party product. A recommendation reflects the companys professional judgement at the time it is made and is not a warranty of the product.

A third party product is governed by its own terms, licence and privacy notice. The client is responsible for reviewing those terms before purchase and for complying with them. The company is not a party to the agreement between the client and the vendor.

If a recommended product changes, is discontinued or performs poorly, the company will help the client review the options where the engagement includes ongoing support. The company does not receive a commission from a vendor and does not accept a payment for a recommendation.

The website may link to a third party site. The company does not control that site and is not responsible for its content, availability or security.

16. No guarantee of a particular outcome

The company provides professional advice and practical support. It does not guarantee a specific increase in revenue, a specific reduction in travel time or any other commercial result, because outcomes depend on factors outside its control, including market conditions, crew behaviour, customer demand and management decisions.

Where the parties agree a target, such as a reduction in drive time or an improvement in invoice completion, the target is a planning objective rather than a contractual guarantee. The company will report honestly on progress and will adjust the approach where the first measure falls short.

The client acknowledges that a consultancy recommendation is one input into a business decision. The client retains full responsibility for the decision it makes and for the consequences of that decision.

17. Warranties and disclaimers

The company warrants that it will perform the services with reasonable skill and care, in a professional manner and in line with the statement of work. The company warrants that it has the right to provide the services and that it will comply with the laws that apply to its own business.

The website is provided on an as available basis. To the extent permitted by law, the company disclaims implied warranties of merchantability, fitness for a particular purpose and non infringement. The company does not warrant that the website will be free of errors or that a defect will be corrected within a specific time.

The company does not warrant that information on the website is complete or current for every jurisdiction. A reader who relies on a page for a business decision should confirm the point with the company or with an appropriate professional.

A client must notify the company of a defect in the services within a reasonable time of discovering it and must allow the company a reasonable opportunity to remedy the defect before pursuing another remedy.

18. Limitation of liability

To the extent permitted by law, the total liability of the company arising from an engagement is limited to the fees paid by the client for the services giving rise to the claim in the twelve months before the claim arose. Where the engagement is shorter than twelve months, the limit is the total fee paid for the engagement.

The company is not liable for indirect or consequential loss, including loss of profit, loss of revenue, loss of business opportunity or loss of goodwill. The company is not liable for a loss caused by a decision the client makes after receiving advice.

Nothing in these terms excludes liability for fraud, for wilful misconduct or for any liability that cannot be excluded by law. Nothing in these terms limits a statutory right that a consumer holds in a jurisdiction where such a right cannot be waived.

The limitation applies to the benefit of the companys members, employees, consultants and subcontractors. It survives the end of the engagement and applies to any claim in contract, tort or otherwise.

19. Indemnity

The client agrees to indemnify the company against a claim, loss or expense that arises from the clients breach of these terms, from the clients unlawful use of a deliverable or from information the client provided that infringed the rights of a third party.

The company agrees to indemnify the client against a claim that a deliverable, as supplied by the company, infringes the intellectual property right of a third party, provided that the client informs the company promptly and allows the company to manage the defence.

A party seeking indemnity must give prompt notice, reasonable cooperation and control of the defence to the indemnifying party. The indemnifying party may not settle a claim in a way that admits fault on the part of the other party without written consent.

The indemnity does not apply where the claim arises from a modification made by the client or from a use that the company did not authorise in writing.

20. Term and termination

An engagement begins on the date stated in the statement of work and continues until the agreed work is complete or until it is ended under this clause. A retainer continues for the period stated in the statement and renews as described there.

Either party may end an engagement for convenience with fourteen days of written notice. The client remains responsible for fees for work completed and for expenses committed before the end date. The company will deliver the work in progress and the handover material within ten business days of the end date.

Either party may end an engagement immediately by written notice if the other party commits a material breach and does not remedy it within ten business days of a written demand, or if the other party becomes insolvent or ceases to operate.

On termination, the confidentiality clause, the intellectual property clause, the limitation of liability clause and the governing law clause continue to apply. Termination does not affect a right that accrued before the end date.

21. Events beyond reasonable control

A party is not liable for a delay or failure caused by an event beyond its reasonable control, including a natural disaster, a severe weather event, a public health emergency, a utility failure, a cyber attack on a shared provider or an act of government. The affected party will notify the other promptly and will take reasonable steps to resume performance.

If such an event continues for more than thirty days, either party may end the affected part of the engagement with written notice. The client pays for work completed and for expenses committed up to the date of the event. Any prepayment for work not performed is refunded.

The clause does not excuse a payment obligation that arose before the event. It also does not excuse a party that could reasonably have avoided the effect of the event through a sensible contingency plan.

22. Privacy and personal information

The company handles personal information in accordance with its Privacy Policy, which forms part of these terms by reference. A person can read the policy at the privacy page of the website or request a copy by email.

The client is responsible for the lawfulness of personal information it shares with the company. Where the company processes personal information on behalf of a client, the parties will sign a data processing addendum if the client requires one, setting out the instructions, the security measures and the assistance the company will provide.

The company will notify the client without undue delay if it becomes aware of a personal data breach that affects the clients information. The company will cooperate with the clients own notification obligations and will provide the information reasonably needed to meet them.

23. Governing law and venue

These terms are governed by the laws of the State of Utah and the applicable laws of the United States, without regard to a conflict of law rule that would apply the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties agree that the state and federal courts located in Davis County, Utah, have exclusive jurisdiction over a dispute that is not resolved by discussion or mediation. Each party consents to the personal jurisdiction of those courts and waives an objection based on an inconvenient forum.

Nothing in this clause prevents a party from seeking urgent injunctive relief in a court of competent jurisdiction to protect its confidential information or its intellectual property.

A claim must be brought within the period allowed by the applicable statute of limitations. A party that delays in bringing a claim does not waive the claim unless the delay prejudices the other party.

24. Dispute resolution

If a disagreement arises, the parties will first try to resolve it through a direct conversation between the people closest to the work. A written summary of the issue, sent by email, helps to clarify the facts and gives both parties a chance to respond.

If the conversation does not resolve the matter within fifteen business days, either party may refer the dispute to a senior representative of each organisation for a further discussion. The senior representatives will meet within ten business days and will keep the discussion confidential.

If the dispute remains unresolved, the parties will try mediation with a neutral mediator agreed by both parties before starting court proceedings. The mediation will be held in Davis County, Utah, or online if both parties prefer. The cost of the mediator is shared equally.

Mediation and the discussions described above do not suspend an obligation to pay an undisputed invoice, and they do not prevent a party from seeking urgent injunctive relief.

25. General provisions

These terms, together with the statement of work and the Privacy Policy, form the entire agreement between the parties on the subject matter. They replace any earlier discussion, proposal or representation that is not repeated in writing.

A variation of these terms must be in writing and agreed by both parties. A failure to enforce a clause on one occasion is not a waiver of the right to enforce it later. If a clause is found to be invalid, the remaining clauses continue in force.

A party may not assign an engagement without the written consent of the other party, except to a successor in a merger or a sale of substantially all assets. The company will give notice of such a transfer.

A notice under these terms must be sent by email to the address used for the engagement or by post to the address of the company set out below. A notice sent by email is treated as received on the next business day.

No third party has a right to enforce a clause of these terms except as expressly stated. The parties are independent contractors and nothing in these terms creates a partnership, joint venture or employment relationship.

26. Updates to these terms

The company may update these terms to reflect a change in its services, its providers or the law. The updated version is posted on the website with a new effective date. For a material change that affects an active engagement, the company will give written notice before the change takes effect.

A client that does not accept a material change may end the affected engagement with written notice within fourteen days of receiving the notice and will pay only for work completed. Continued work after the effective date confirms the updated terms.

The company keeps earlier versions of these terms in its records and will provide a copy on request. The version in force at the start of an engagement continues to govern that engagement unless both parties agree otherwise in writing.

27. Contact information

Questions about these terms may be sent to Horsfall Consulting LLC by email at dispatch@horsfallconsulting.lol or by post to 140 N 1000 W, Clearfield - 84015-9233, United States (US). The dispatch desk telephone number is +19803963393.

The company aims to respond to a written question within two business days. A question about a specific engagement should quote the engagement reference so that the right consultant can reply.

A request to end an engagement, a formal notice or a complaint must be sent in writing to the email or postal address above. A verbal message is accepted as a courtesy but is confirmed in writing before it takes effect.