These Terms of Service set out the basis on which BGW Capital, LLC provides its services and the conditions that apply when a person uses the website at bgwcapital.hair. The firm is BGW Capital, LLC, with its office at 1944 Centennial Dr, St George - 84770-4791, United States (US). The desk works within computer systems design and related services, and it keeps a written record of every mandate. These terms describe that arrangement in the same spirit as the record itself: plainly, in order and without hidden sentences.
1. Agreement to These Terms
By using the website, sending an inquiry or engaging BGW Capital, LLC for a mandate, you agree to these terms. If you do not agree, please do not use the website and do not submit an inquiry. Where a signed mandate note contains terms that differ from this page, the mandate note prevails for that engagement, because a mandate note is written for one client while this page is written for everyone.
If you are accepting these terms on behalf of an organisation, you confirm that you have authority to bind that organisation. If you do not have that authority, you should not proceed, and the organisation should appoint someone who does.
2. Who We Are and How to Reach Us
BGW Capital, LLC is a limited liability company registered in the United States and operating from 1944 Centennial Dr, St George - 84770-4791, United States (US). The general mailbox is dispatch@bgwcapital.hair and the telephone number is +14846428945. Office hours are Monday to Friday from eight in the morning until five in the afternoon Mountain Time. Notices under these terms are valid when sent to the postal address or the mailbox above, and a notice sent by email is treated as received on the next business day.
The desk keeps a fixed number of open mandates. Nothing on the website is an offer capable of acceptance. An inquiry is an invitation to discuss a mandate, and a mandate exists only when a written mandate note has been signed by both sides.
3. The Nature of Our Services
BGW Capital, LLC provides services in computer systems design and related professional and technical work. The six service lines of the desk are Position Slip Bays, Mandate Note Runs, Review Letter Desks, Distribution Watch Windows, Custody Review Rounds and Year-End Sittings. Those names describe a working method as much as a service: every engagement produces position slips, mandate notes, review letters, watch window logs, custody pages and a bound year-end volume.
The scope of any engagement is set by the mandate note and not by a general description on this website. A description on a marketing page is illustrative. A mandate note is binding. If a client expects a deliverable that the mandate note does not mention, the deliverable is not part of the engagement until the note is revised in writing by both sides.
4. No Advice and No Guarantee of Outcome
Nothing on this website or in correspondence with the desk constitutes legal, tax, accounting, medical or investment advice. BGW Capital, LLC provides technical and professional services in the field of computer systems design. Where a mandate touches a regulated matter, the client should retain its own adviser in that field and should not rely on the desk to supply that advice.
We do not guarantee any commercial outcome. A system that is well designed can still meet a market that changes, a vendor that fails or a regulation that arrives after launch. What we can promise is a method that is honest about its own assumptions and a record that allows any outcome to be traced back to a decision with a name and a date beside it.
5. A Mandate Begins With a Written Note
Every engagement begins with a position slip and a mandate note. The position slip records what we believe about the system, what we assume and what evidence would change our mind. The mandate note records what the client asked for, what we agreed to deliver and what we declined. Neither document is a formality. No work begins, no fee is owed and no duty of care is undertaken until the mandate note is signed by both sides.
The reason for this rule is simple. A scope that exists only in a conversation cannot be tested, and a mandate that cannot be tested produces disputes that consume more time than the work itself. Both documents are short, and both are written to be read by a person who was not in the room.
6. Client Responsibilities
A client of BGW Capital, LLC agrees to provide accurate information about the system, to nominate a contact who can approve changes, to make the relevant staff available for interviews and reviews and to keep the credentials needed for the mandate in the custody arrangement described in the note. A client also agrees to tell the desk at once if a dependency has changed, for example because a vendor has withdrawn a component or a key member of staff has left.
The client is responsible for backing up its own systems, for maintaining the lawful basis for any personal information it asks the desk to process and for obtaining any consent needed from its own users. The desk will advise on those matters where the mandate covers them, but the obligations remain with the client.
7. Fees, Invoices and Payment
Fees are stated in the mandate note. They may be fixed, time based or arranged as a monthly retainer, and the note says which. Expenses such as travel to a client site or a licence purchased on the client behalf are charged at cost and are listed on the invoice with the receipt attached. We do not add a markup to a licence without saying so in the note.
Invoices are due within thirty days of the invoice date unless the note says otherwise. A late payment may attract interest at the rate stated in the note or, where no rate is stated, at the maximum rate permitted by the law of Utah. If an invoice remains unpaid for more than sixty days, the desk may suspend work after written notice. Work resumes when the balance is settled or a payment plan is agreed in writing.
8. Changes to Scope
Scope changes are handled through the mandate note and not through a conversation. When a client asks for work outside the note, the desk writes a revision that describes the added work, the fee and any effect on the schedule. The revision takes effect when both sides have signed it. This protects the client as much as the firm, because it prevents an open ended expansion that neither side intended.
If a change is urgent and cannot wait for a signature, the desk may record the instruction in writing and proceed at the client written request, with the revision signed afterwards. The record will note that the work preceded the signature so that the file remains truthful about the order of events.
9. Intellectual Property in Deliverables
When the mandate is fully paid, the client receives ownership of the deliverables created for it, including the position slips, the mandate notes, the review letters and any custom configuration or documentation written for that client. Records of our general method, templates and tooling remain the property of BGW Capital, LLC, because those are shared across mandates and cannot be separated from the way the desk works.
BGW Capital, LLC retains the right to describe the general nature of an engagement in a way that does not reveal client identity or confidential detail, unless the mandate note says otherwise. Third party components included in a deliverable remain governed by their own licences, and the desk will tell the client which licences apply before the deliverable is handed over.
10. Client Materials and Confidentiality
The client keeps ownership of the materials it shares, including system descriptions, logs, configuration files and business documents. BGW Capital, LLC uses those materials only for the purpose of the mandate. Access is limited to the people at the desk who need the material to do the work, and each of them is bound by confidentiality.
Confidentiality survives the end of a mandate. After the engagement closes, the desk continues to treat client material as confidential for as long as the record is held. The desk may disclose material where the law requires it, and where it is permitted to do so it will tell the client first. If a client wishes to retrieve its materials at the end of an engagement, the desk will provide a copy on request and remove the working files on the schedule described in the privacy policy.
11. Acceptable Use of the Website
The website is provided for information about the services of BGW Capital, LLC and for contacting the desk. You may read the pages, print them for your own reference and link to them. You may not copy substantial parts of the site into another publication, present the content as your own, use the site to send unsolicited bulk messages, attempt to gain unauthorised access to any system, or interfere with the ordinary operation of the site.
Automated scraping of the site is not permitted without written consent, because the content is small and a scraper adds load without adding value. We do not prohibit search engines from indexing the site, and a normal indexing agent is welcome. Any attempt to introduce malicious code, to probe for vulnerabilities without authorisation or to misrepresent an affiliation with the firm is a breach of these terms and may be reported to the appropriate authority.
12. Third Party Components and Vendors
A mandate may depend on third party software, hosting or network services. Those components are controlled by their own providers and are governed by their own terms. BGW Capital, LLC selects components with care, reviews them at least once a year and records the review, but the firm cannot guarantee the future conduct of a third party or the continued availability of a product that the provider decides to withdraw.
Where a third party component fails and the failure falls within the mandate, the desk works to restore the system and to find an alternative. The cost of a replacement licence is handled under the scope change process. The desk does not accept liability for a failure that lies within the sole control of a third party provider, although it will help the client pursue a remedy with that provider where it can.
13. Warranty and Professional Standard
BGW Capital, LLC warrants that it will perform its services with the reasonable skill and care of a professional firm working in the field of computer systems design. That is the standard the law implies into a contract of this kind, and the desk does not claim a higher guarantee. The warrant does not extend to defects caused by a client change made outside the mandate, by a third party component or by use of a deliverable outside the purpose for which it was designed.
If a client believes that a deliverable falls short of that standard, the client should notify the desk in writing promptly. The desk will investigate, will record the findings and will correct any defect that falls within the mandate at no additional fee. This remedy is the primary remedy for a breach of the professional standard, and it is offered before any question of further liability arises.
14. Limitation of Liability
To the extent permitted by law, the total liability of BGW Capital, LLC arising out of or in connection with a mandate is limited to the fees paid for that mandate in the twelve months preceding the event giving rise to the claim. This limit applies to all claims together, whether in contract, in tort or otherwise, and whether the claim is brought by the client or by a person claiming through the client.
To the extent permitted by law, BGW Capital, LLC is not liable for indirect or consequential loss, for loss of profit, for loss of anticipated savings, for loss of goodwill or for the cost of substitute services. Nothing in these terms limits liability for fraud, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded. Where the law of the client jurisdiction does not permit a particular exclusion, the exclusion applies only to the extent that the law permits.
15. Indemnity
The client agrees to indemnify BGW Capital, LLC against a claim brought by a third party to the extent that the claim arises from material supplied by the client, from a use of a deliverable outside its intended purpose or from a breach of these terms by the client. The indemnity covers reasonable legal costs and the cost of a settlement that the desk agrees to in writing.
BGW Capital, LLC agrees to indemnify the client against a claim that a deliverable created solely by the desk infringes the intellectual property of a third party, provided the client notifies the desk promptly and allows the desk to conduct the defence. Where a third party component is involved, the indemnity follows the licence of that component, and the desk will tell the client what that licence provides.
16. Suspension and Termination
Either side may terminate a mandate on thirty days written notice. A fixed engagement that has a defined end date ends on that date unless the note is extended. The desk may suspend work at once if a client fails to pay an undisputed invoice for more than sixty days, if a client asks the desk to act unlawfully or if a client breaches confidentiality in a way that cannot be corrected. Suspension does not release the client from fees already due.
On termination the desk hands over the deliverables for which fees have been paid, provides a final review letter and closes the file. Records are retained for the period described in the privacy policy so that a later question can still be answered. A termination does not remove the obligations of confidentiality, of intellectual property or of liability that by their nature survive the end of the arrangement.
17. Force Majeure
Neither side is liable for a failure to perform caused by an event outside its reasonable control. Such events include a natural disaster, a widespread failure of a utility or network, an act of government, civil unrest and an epidemic that makes ordinary performance unsafe. The affected side must notify the other promptly, must take reasonable steps to reduce the effect and must resume performance as soon as the event allows.
If a force majeure event continues for more than sixty days, either side may terminate the affected mandate in writing. On termination the client pays for work properly performed up to that date and the desk hands over the records for that work. The desk keeps the closed file in the ordinary way.
18. Governing Law and Disputes
These terms and every mandate are governed by the law of the State of Utah, United States, without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the courts sitting in Washington County, Utah, for any dispute that cannot be resolved by discussion. Nothing in this section prevents a party from seeking urgent relief in another forum where that is necessary to protect a right.
Before any formal claim is filed, the parties agree to meet in good faith, in person at 1944 Centennial Dr, St George - 84770-4791, United States (US) or by conference line, and to read the mandate file together. The desk has found that most disputes dissolve once the record is read in one sitting by both sides. That is not a legal trick. It is the same year-end method applied to a disagreement.
19. Assignment and Subcontracting
A client may not assign a mandate without the written consent of BGW Capital, LLC, because the desk accepts a mandate on the basis of the particular client and its systems. The desk may not assign a mandate without the written consent of the client. Neither restriction prevents a successor from taking over after a merger if the successor agrees in writing to be bound by the mandate note.
The desk may subcontract part of a mandate only where the mandate note says so and only to a provider that is bound by confidentiality and security obligations consistent with these terms. The desk remains responsible to the client for the work of a subcontractor. The client will be told the identity of any subcontractor before that person begins work on the engagement.
20. Privacy and Data Protection
The handling of personal information is described in the privacy policy, which forms part of these terms. Where a client asks the desk to process personal information on its behalf, the mandate note adds a short data processing schedule that sets out the purpose, the categories of information, the retention period and the security measures. The client remains the controller of that information and the desk acts only on the client written instructions.
If the desk receives a request from a person whose information is held on behalf of a client, the desk refers the request to the client without undue delay, unless the client has authorised the desk to respond directly. The desk assists a client with its own obligations where the mandate covers the matter and where the request is reasonable in scope.
21. Changes to These Terms
BGW Capital, LLC may revise these terms from time to time. Each revision carries a date at the top of the page. A revision applies to use of the website from the date it is published and to new mandates from that date. A revision does not change an existing mandate unless both sides agree in writing, because a mandate note is a fixed record of an arrangement.
Where a revision is material, the desk notes it in the next review letter sent to each client with an open mandate. A client who continues to use the website after a revision is treated as having accepted the revised terms for that use. A previous version of these terms is kept for two years and is available on request.
22. General Provisions
These terms, together with the privacy policy and any signed mandate note, form the entire agreement between the parties on the subject and replace any earlier discussion. If a provision is found unenforceable, the rest of the terms continue in force and the unenforceable provision is read down to the minimum extent needed to make it enforceable. A failure to enforce a provision on one occasion is not a waiver of the right to enforce it later.
A person who is not a party to a mandate has no right to enforce any of these terms. The terms do not create a partnership, a joint venture or an employment relationship. Headings are included for convenience only and do not affect the meaning of a clause. A notice is valid only if it is in writing and sent to the address or the mailbox given in these terms.
23. Contact the Desk
Questions about these terms should be sent to BGW Capital, LLC at 1944 Centennial Dr, St George - 84770-4791, United States (US). The mailbox is dispatch@bgwcapital.hair and the telephone number is +14846428945. A person will answer during office hours, Monday to Friday from eight in the morning until five in the afternoon Mountain Time, and the message will be written on a slip and placed in the intake tray on the day it arrives.
If you would like to read how the firm handles personal information, please see the privacy policy linked at the foot of this page. If you would like to read the six service lines in detail, please visit the services page. The desk is small, the record is written by hand, and every question reaches a person rather than a queue.
These terms describe an ordinary professional services arrangement. They are not legal advice to any reader. If you need advice about your own contract, please consult a qualified lawyer in your jurisdiction.