Terms of Service

1. Agreement to These Terms

These Terms of Service form a binding agreement between you and Downshyft LLC. They apply to every visit to the website and to every service engagement unless a separate written agreement signed by both parties states otherwise. Where a signed agreement conflicts with these terms, the signed agreement prevails for the matters it covers.

By browsing the website, submitting the contact form, calling the company or accepting a quotation, you confirm that you have read these terms and that you accept them. If you do not accept them, you should not use the website or engage the company.

The company may update these terms from time to time. The version in force is the version published on this page at the time of your visit or engagement. A material change that affects an active engagement will be communicated to the client before it takes effect where the engagement agreement requires that communication.

These terms are published in English. A translation may be provided for convenience, but the English version governs if there is a discrepancy between versions.

The agreement is structured so that each section can be read on its own. A client who is considering an engagement can read the sections on scope, scheduling and reports without reading the sections on liability, and a client who is resolving a dispute can go directly to the section on governing law. Cross references are included where a topic is covered in more than one place, so that a reader is not left to guess which provision applies.

Where these terms refer to a written notice, a written acceptance or a written variation, the parties may exchange that writing by email unless the engagement agreement requires a signature. Email has been the ordinary channel for project correspondence between the company and its clients for years, and the company keeps a copy of every material exchange in the project file.

2. Definitions

In these terms, the company means Downshyft LLC, with its address at 7533 S Center View Ct, West Jordan - 84084-5526, United States (US). The client means the person or organisation that engages the company for a service. The website means the pages served at www.downshyft.lat and any subdomain operated by the company.

The services means the slope watch, sensor monitoring, inspection, clearance and reporting activities described on the services page and in a quotation or engagement agreement. A report means any round log, check sheet, closure report, inspection record, clearance note or review document issued by the company.

A site means the physical location at which the services are performed, including the slopes, benches, haul roads, chutes, catch systems and adjacent areas within the agreed scope. An observer means an employee or contractor of the company who performs a round or inspection.

Business day means a day other than a Saturday, Sunday or public holiday in the State of Utah. Writing includes email sent to the addresses notified by the parties.

3. Eligibility and Authority

The website and the services are intended for businesses, public bodies, contractors and professionals. They are not intended for use by a child. By using the website or engaging the company, you confirm that you are at least eighteen years old and that you have the legal capacity to enter into a contract.

If you act on behalf of an organisation, you confirm that you are authorised to bind that organisation to these terms. If your authority is later questioned, the organisation remains responsible for the obligations accepted on its behalf, and the company may require written confirmation of authority before continuing the engagement.

The company may decline an engagement where the site conditions, the requested scope or the available resources make the work unsafe or impractical. A decision to decline is communicated in writing with a short explanation where it is appropriate to give one.

4. Permitted Use of the Website

You may view, download and print pages from the website for your own internal business use. You may share a link to the website with colleagues and clients. You may not copy the website content into another publication, resell it, or present it as your own work without written permission.

You must not attempt to gain unauthorised access to the website, its hosting environment or any connected system. You must not use automated tools to scrape the website in a way that places an unreasonable load on the server. You must not introduce malicious code, attempt to interfere with the availability of the site, or use the site to distribute unsolicited messages.

You must not use the contact form to send unlawful, abusive, misleading or defamatory content. The company may remove any message that breaches this rule and may block the sender from using the form in future.

The company grants you a limited, revocable, non-exclusive licence to access the website in accordance with these terms. That licence does not transfer ownership of any content or intellectual property.

5. Description of Services

Downshyft LLC provides slope watch services built from six routines. Rockfall Watch Rounds are walking observations along a fixed route with numbered stops and a written log. Sensor Check Sheets verify tilt plates, crack meters, rain gauges, load cells and loggers against known references. Closure Report Cycles convert the observation record into a formal decision document on an agreed schedule.

Mesh Net Inspections examine the physical catch systems for sag, tension, corrosion, anchor condition and accumulated debris. Debris Chute Clearances measure accumulation along the designed fall path and recommend clearing when a trigger is reached. Season Slope Reviews bring a full year of records together into a baseline and an improvement list.

The company provides observation, instrumentation and reporting. It does not provide structural engineering design, geotechnical design certification, legal advice or emergency rescue services unless a separate written agreement expressly says so. Where an engagement requires a design decision, the client is responsible for obtaining that decision from a qualified professional, and the company will supply the record that supports it.

The services are performed at the site specified in the engagement. Changes to the site, the scope or the access arrangements are handled by written variation as described below.

6. Quotations and Engagements

A quotation from the company is an invitation to engage, not a binding offer. An engagement is formed when the client accepts the quotation in writing and the company confirms acceptance, or when a signed engagement agreement is executed by both parties.

Quotations state the scope, the routines included, the proposed cadence, the deliverables and the fee basis. A quotation remains open for thirty days unless it states a different period. The company may withdraw a quotation before acceptance if the site conditions are found to differ materially from those described.

Where the client requests a change in scope after the engagement is formed, the company will provide a written variation setting out the effect on fee, schedule and deliverables. The variation takes effect when the client accepts it in writing. Work on a variation does not begin before acceptance, except where an urgent safety condition requires immediate action.

An engagement may be for a fixed term, for a defined number of rounds, or on a rolling monthly basis. The engagement agreement states which applies and how the arrangement may be renewed or ended.

7. Scheduling, Access and Site Conditions

The company schedules rounds and inspections in advance and confirms each visit with the client contact. The client must provide safe access to the site, an escort where the site rules require one, and any induction or permit needed for the observer to work. Access delays that are caused by the client may require the visit to be rescheduled.

Site conditions affect what can safely be observed. Heavy rain, high wind, lightning, poor visibility, active blasting or an unstable face may prevent a round from being completed as planned. Where this occurs, the observer records the reason, completes as much of the route as is safe and reschedules the remainder. The company does not reduce its fee for a round that is curtailed by weather, but it will carry the outstanding work into the next visit without charging twice for the same scope.

The client must tell the company about known hazards before a visit, including blasting schedules, overhead power lines, confined spaces, traffic movements and any recent instability. The company relies on that information when planning the route.

Where an observer identifies an immediate danger, the observer may stop work and ask the client to secure the area. This action is taken in the interest of safety and does not constitute acceptance of responsibility for the client operations.

8. Client Obligations

The client agrees to provide accurate information about the site, the slope conditions and the people who will receive reports. The client agrees to nominate a contact who can approve access, receive findings and act on recommendations within a reasonable time.

The client agrees to keep the site in the condition described in the engagement, or to notify the company promptly of any change that may affect the observations. Earthworks, blasting, vegetation clearing and drainage works can all change the behaviour of a slope, and the company cannot interpret a change it has not been told about.

The client agrees to use the reports for their intended purpose and to keep them available to the people who need them. A closure report that is locked in an office does not protect the people working below the slope.

The client agrees to pay the fees in accordance with the payment terms and to provide the information needed for invoicing, including a purchase order reference where the client system requires one.

9. Fees, Invoicing and Payment

Fees are stated in the quotation or engagement agreement. Unless stated otherwise, fees are exclusive of taxes, travel beyond the agreed area and third party charges such as laboratory testing or equipment hire.

Invoices are issued monthly in arrears or on the schedule stated in the engagement agreement. Payment is due within thirty days of the invoice date unless a different period is agreed in writing. Payment may be made by bank transfer or by another method offered by the company.

Late payment may attract interest at the rate stated in the engagement agreement or, if no rate is stated, at the maximum rate permitted by applicable law. The company may suspend non urgent work while an undisputed invoice remains overdue, having given the client written notice and a reasonable opportunity to pay.

If the client disputes an invoice, the client must notify the company in writing within fourteen days of receipt, giving the reason for the dispute. The undisputed portion remains payable on the due date, and the parties will work to resolve the disputed portion promptly.

Fees may be adjusted on renewal to reflect changes in cost or scope. The company will give at least thirty days written notice of a fee adjustment before it applies to a rolling engagement.

10. Reports, Findings and Reliance

Reports record what was observed on the date of the visit, by the observer named in the report, along the route described in the engagement. A report is a snapshot, not a guarantee of future conditions. Ground behaviour can change quickly after rain, frost, seismic activity or human intervention, and a report issued on Monday does not describe the slope on Thursday.

Findings are stated in plain language and are graded where the engagement calls for grading. A recommendation to clear, hold or close an area is made on the basis of the evidence available at the time. The client remains responsible for deciding how to act on the recommendation and for implementing the action safely.

Reports are prepared for the client and for the people the client designates. Where a third party wishes to rely on a report, the third party must obtain the written consent of the company, because the company needs to understand the purpose for which the report will be used. Reliance by an undisclosed third party is not permitted.

The company retains an archive of reports so that later rounds can be compared with earlier ones. The client may request copies of its own reports at any time during the retention period described in the privacy policy.

11. Safety, Warnings and Emergency Action

Safety is the first consideration in every engagement. The company will not ask an observer to enter an area that is not safe, and the client must not pressure an observer to do so. Where a route cannot be walked safely, the observer will document the reason and agree an alternative with the client.

A report may include a warning about a condition that requires urgent action. The client must treat a warning as a priority communication and must acknowledge it. If the client does not acknowledge a warning within the period stated in the report, the company may escalate the matter to a more senior contact at the client organisation.

The company does not operate an emergency response service. In an emergency, the client should contact the emergency services first and then notify the company so that the record can be updated. The company will cooperate with any subsequent investigation.

Nothing in these terms transfers responsibility for site safety from the client to the company. The client controls the site, the workforce and the operating procedures, and the client remains responsible for those matters at all times.

12. Intellectual Property

The website, its layout, its text, its stylesheets and its scripts are owned by Downshyft LLC or used under licence. The name Downshyft, the name Downshyft LLC and the visual identity of the company are protected marks. You may not use them without written permission, except to refer accurately to the company in a factual statement.

Reports, templates, check sheets and monitoring methods developed by the company remain the intellectual property of the company. The client receives a licence to use the reports for the purposes of the engagement, including sharing them with its advisers, regulators and contractors. The client may not resell the reports, publish them commercially or use the templates for a competing service.

Data supplied by the client, such as site plans, survey information and instrument records, remains the property of the client. The company uses that data only to deliver the services and to maintain the archive described in these terms.

Where the engagement includes the development of a dashboard or a digital tool, the ownership of that tool is set out in the engagement agreement. In the absence of a specific provision, the company retains ownership of the underlying code and grants the client a licence to use the tool for the term of the engagement.

13. Confidentiality

Each party agrees to keep confidential the non public information of the other party that it receives in connection with an engagement. Confidential information includes site plans, operating schedules, commercial terms, instrument data and the content of reports that have not been published.

A party may disclose confidential information where required by law, by a court order or by a regulator, provided that the disclosing party gives the other party prompt notice where it is lawful to do so. A party may also disclose confidential information to its professional advisers and insurers, who are bound by their own duties of confidence.

The obligation of confidence does not apply to information that is already public, that was lawfully known before the engagement, that is independently developed without reference to the other party, or that is received from a third party without a duty of confidence.

The obligation of confidence continues for five years after the engagement ends, and indefinitely for information that constitutes a trade secret.

14. Third Party Materials and Links

The website may link to third party sites and may embed third party tools. These are provided for convenience. The company does not endorse the content of a third party site and is not responsible for its accuracy, availability or privacy practices.

Where the company uses a third party instrument, platform or software tool to deliver a service, the company selects the tool with care but does not guarantee its continuous operation. If a third party tool fails, the company will use reasonable efforts to restore the service or to provide an alternative.

References on the website to a client, a project or an industry body are factual references and do not imply a partnership or an endorsement unless the context clearly states otherwise.

15. Website Availability and Changes

The company aims to keep the website available, but it does not guarantee uninterrupted access. Maintenance, security updates, hosting faults and events outside the control of the company may cause the site to be unavailable for a period.

The company may change the content, structure or features of the website at any time. Pages may be added, revised or removed. The company will take reasonable care to keep links working, but a broken link is not a breach of these terms.

The website is provided as a source of information about the company and its services. It is not a substitute for a written quotation or a signed engagement agreement.

16. Warranties and Disclaimers

The company warrants that the services will be performed with reasonable skill and care by suitably trained personnel, in accordance with the scope agreed in the engagement. If a service falls short of that standard, the company will, at its option, re perform the affected work or refund the fee paid for it.

Except as stated in the previous paragraph, the website and the services are provided as available, and the company disclaims all other warranties to the fullest extent permitted by law, whether express or implied. This includes implied warranties of merchantability, fitness for a particular purpose and non infringement.

The company does not warrant that a slope will remain stable, that a catch system will arrest every falling object, or that a report will identify every hazard. Slope behaviour is inherently uncertain, and the services reduce risk rather than eliminate it.

Nothing in these terms excludes a warranty or a right that cannot be excluded by law. Where a statutory right applies, these terms are read subject to that right.

17. Limitation of Liability

To the fullest extent permitted by law, the company is not liable for indirect, incidental, special, consequential or punitive loss, including loss of profit, loss of revenue, loss of business opportunity, loss of data or reputational harm, arising out of or in connection with the website or the services.

The total liability of the company in respect of an engagement, whether in contract, tort, negligence, statute or otherwise, is limited to the total fees paid by the client for the services giving rise to the claim during the twelve months before the event that gave rise to the claim.

Where the website is used without an engagement, the total liability of the company in respect of that use is limited to one hundred United States dollars.

These limits do not apply to liability for fraud, for wilful misconduct, for death or personal injury caused by negligence, or for any other liability that cannot be limited by law.

18. Indemnity

The client agrees to indemnify the company against claims, losses and reasonable costs arising from the client breach of these terms, from inaccurate information supplied by the client, from the client failure to act on a warning in a report, or from the client use of a report for a purpose for which it was not intended.

The company agrees to indemnify the client against claims, losses and reasonable costs arising from a finding that the company infringed a third party intellectual property right in the course of delivering the services, provided that the client notifies the company promptly and allows the company to conduct the defence.

An indemnity under this section is subject to the limitation of liability in the previous section, except where the law provides otherwise.

19. Suspension and Termination

Either party may terminate an engagement by giving thirty days written notice, unless the engagement agreement states a different notice period. Termination does not affect rights and obligations that accrued before the termination date.

The company may suspend or terminate an engagement immediately where the client fails to pay an undisputed invoice after notice, where the client creates an unsafe condition that the company cannot responsibly work under, or where the client breaches a material term of these terms and does not remedy the breach within fourteen days of written notice.

On termination, the client must pay for all work performed and all expenses incurred up to the termination date. The company must deliver the reports completed up to that date and must return or delete client data as instructed, subject to any retention obligation described in the privacy policy.

Where the company terminates for convenience, it will refund any fee paid in advance for work that will not be performed.

20. Force Majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control. Such events include natural disasters, severe weather, wildfire, epidemic, civil unrest, war, labour dispute, government action, failure of a public utility, failure of a major internet or hosting provider and any other event that could not reasonably have been foreseen or prevented.

A party affected by such an event must notify the other party promptly and must 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 penalty, subject to payment for work already performed.

Force majeure does not excuse an obligation to pay an amount that fell due before the event began.

21. Governing Law and Disputes

These terms and any dispute arising out of or in connection with them are governed by the laws of the State of Utah, United States, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt to resolve a dispute through good faith discussion between senior representatives. If the dispute is not resolved within thirty days of written notice, either party may refer the matter to the courts of competent jurisdiction in Salt Lake County, Utah, and each party consents to the jurisdiction of those courts.

Nothing in this section prevents a party from seeking urgent injunctive relief where delay would cause irreparable harm.

A dispute about an invoice is handled under the payment dispute procedure in these terms before any formal proceedings are started.

22. General Provisions

These terms, together with the engagement agreement and the privacy policy, constitute the entire agreement between the parties in respect of their subject matter and supersede any prior understanding.

If a provision of these terms is found to be invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is replaced by a valid provision that achieves the intended effect as closely as possible.

A failure or delay by a party in exercising a right is not a waiver of that right. A waiver is effective only if it is given in writing and is limited to the specific instance described in the waiver.

The client may not assign an engagement without the written consent of the company. The company may assign an engagement to a successor entity that acquires the business, provided that the successor accepts these terms.

Notices under these terms must be in writing and may be sent by email to the address notified by the other party. A notice sent by email is treated as received on the next business day after transmission, unless the sender receives an automated failure message.

No agency, partnership or joint venture is created by these terms. Neither party may bind the other except as expressly agreed in writing.

Where a provision of these terms is translated, the English version governs. Headings are for convenience only and do not affect interpretation.

23. Contact Details

Questions about these terms, a request for a variation or a notice under these terms should be sent to the company using the details below.

Correspondence is read during business hours, Monday to Friday, 8:00 to 17:30. A notice that arrives outside those hours is treated as received on the next business day.

If you are unsure which section of these terms applies to a situation, describe the situation in an email and the company will point you to the relevant provision. The company would rather spend ten minutes explaining a clause than discover months later that the parties understood it differently.

These terms should be read with the Privacy Policy, which explains how personal information is handled in connection with the website and the services. The Privacy Policy is available at the privacy page linked in the footer of every page of the website.

The company welcomes the opportunity to clarify these terms before an engagement begins. A short conversation at the quotation stage usually prevents a misunderstanding later in the project.