Terms of Service

1. Agreement to these terms

These Terms of Service govern the use of this website and the relationship between FRQNCY LLP and any person who accesses the site, requests information or engages the professional services of the firm. By using this website you confirm that you have read these terms and that you agree to them. If you do not agree, please do not use the site.

For client engagements, these terms apply together with the engagement letter, proposal, statement of work or other written agreement signed by both parties. Where a signed engagement document conflicts with these terms, the signed document takes precedence for the matters it addresses. These terms do not replace any statutory right that cannot be excluded by agreement.

This website is intended for use by professionals and by organizations. By using it, you confirm that you are at least eighteen years of age or that you have the authority of your organization to act on its behalf. If you are using the site for an employer, you confirm that you have permission to do so and that your employer accepts these terms where relevant.

2. Who we are

This website is operated by FRQNCY LLP, a limited liability partnership with its business address at 380 S 400 E APT 702, Salt Lake City - 84111-2946, United States (US). The firm provides computer integrated systems design services for broadcast and media signal workflows.

The terms we, us and our refer to FRQNCY LLP. The terms you and your refer to the visitor, prospective client or client as the context requires. The term services refers to the design, planning, documentation, tuning and support work performed by the firm, and the term website refers to the pages published at https://www.frqncy.buzz and any related page that the firm may operate from time to time.

3. Scope of the website

This website is an informational and commercial presentation of the firm. It describes the services of FRQNCY LLP, publishes contact details and allows a visitor to prepare an email enquiry. Nothing on the website constitutes a binding offer, a guarantee of availability, a professional certification or engineering advice for a specific installation.

The descriptions of services, typical deliverables, schedules and methods on this website are general in nature. The precise scope of any engagement is defined only in a signed engagement document. A visitor who relies on general website content to make a purchasing or construction decision does so at that visitor own risk.

The firm may add, change or remove pages, illustrations and service descriptions at any time. Where a page becomes inaccurate because the practice has changed, the firm will correct or remove it within a reasonable period, but it is not liable for a delay in doing so.

4. Engagements and proposals

A proposal issued by FRQNCY LLP is valid for the period stated in the document, or for thirty days if no period is stated. A proposal becomes contractually binding only when it is accepted in writing and countersigned by an authorized representative of the firm, or when the firm begins work following a written instruction and records that instruction in the project file.

Proposals describe the scope, the schedule, the fee structure and the assumptions on which the work is based. An assumption in a proposal is a stated belief about the room, the equipment or the client organization. If an assumption proves false, the firm may adjust the scope, the schedule or the fee, and will explain the reason in writing before doing so.

Verbal instructions and informal messages may be acted on where there is an urgent operational reason, but the firm will ask for written confirmation before committing significant resources or changing a scheduled cutover. A change request that alters scope is documented and priced separately unless the engagement letter provides otherwise.

5. Client responsibilities

Successful integration depends on cooperation as much as on design. The client is responsible for the matters below, unless the engagement letter assigns them differently.

• Providing accurate information about the room, equipment, power, cooling, network and access conditions.
• Granting reasonable access to the site during agreed survey and build windows, including any required escort or safety briefing.
• Obtaining all permissions, landlord consents and trade approvals needed for the work.
• Ensuring that power, heating, cooling and internet services at the site are available as agreed for the dates of the survey and build.
• Supplying existing drawings, inventories and records where they exist, and confirming that those documents may be shared with the firm.
• Nominating a single representative with authority to approve drawings, change requests and cutover steps.
• Maintaining a safe work environment and disclosing known hazards before a designer attends the site.

Where the client fails to provide information or access that is reasonably required, the firm may suspend the affected work and move its team to another scheduled engagement. A suspension caused by the client may lead to a rescheduling fee, which will be stated in the engagement letter.

6. Fees and payment

Fees for services are set out in the engagement letter or proposal. Unless stated otherwise, fees are quoted in United States dollars and exclude travel, accommodation, shipping, taxes and third party purchases. Where a fee is stated as a fixed amount, it covers the scope described in the engagement letter and not work that falls outside that scope.

Invoices are issued according to the schedule in the engagement letter. Unless another period is agreed, invoices are payable within thirty calendar days of the invoice date. The firm may require a deposit before scheduling a survey, and may require progress payments before a cutover window is reserved.

Late payment may attract an interest charge at the rate stated in the engagement letter or, where no rate is stated, at the maximum rate permitted by applicable law. If an invoice remains unpaid after a written reminder, the firm may suspend work and withhold scheduling of future visits until the account is settled. Suspension does not release the client from payment for work already performed.

Clients are responsible for any bank charges, transfer fees or currency conversion costs associated with payment. Where a payment is reversed or disputed without prior notice, the firm may require the next payment to be made by a cleared method before further work proceeds.

7. Scheduling and survey access

Survey dates and build windows are reserved once a deposit or written acceptance has been received. Reservations are held against the firm calendar and may prevent other clients from using the same period. A request to change a date is considered in good faith and will be accommodated where the schedule permits, but repeated changes may require the reservation to be released.

Where a client cancels a scheduled survey or cutover within a short period before the reserved date, the firm may charge for the lost time. The notice period and any charge are stated in the engagement letter. Charges of this kind reflect the cost of reserving a designer and a bench slot, not a penalty.

The firm will notify the client promptly of any need to reschedule on its own side, and will offer the earliest practicable alternative date. Where a reschedule is caused by the firm, any charge relating to the original date is waived.

8. Deliverables and drawings

Deliverables are identified in the engagement letter and may include signal system blueprints, integration plans, workflow charts, network layouts, hardware comparison sheets, commissioning records and tuning sheets. Each deliverable is prepared for the specific room and purpose described in the engagement.

Drawings are issued in the formats stated in the engagement letter and are subject to the revision process described in the project file. A drawing marked preliminary is not a construction document. A drawing marked issued or approved may be used for the build, provided it is the latest revision on file and no later revision has been circulated.

The client is responsible for checking that the final drawings match the condition of the room at the time of use. A drawing becomes unreliable if the equipment, the cable route or the building fabric changes after issue. Where a change occurs, the client should request a revision before work proceeds, and the firm will quote the revision separately if it falls outside the original scope.

Nothing in a drawing certifies structural, electrical or fire safety performance. Those matters remain the responsibility of the appropriately licensed professionals and authorities connected with the site.

9. Intellectual property

The firm retains ownership of its methods, templates, drawing systems, checklists, reference libraries and other background materials used to prepare a deliverable. The client receives the right to use the deliverables for the room and the purpose described in the engagement letter. That right includes the ability to share a drawing with contractors and operators working on the same site.

The client may not resell, sublicense, publish or reuse a deliverable for a different site without written permission from the firm. A drawing that is reused in a new room without a survey may not reflect that room, and the firm disclaims responsibility for any consequence of such reuse.

The website itself, including its text, illustrations, layout and code, is protected by copyright and other rights. No part of the website may be copied, republished or redistributed for commercial purposes without prior written consent, except for short quotations with clear attribution.

Where a client supplies drawings, photographs or documents, the client confirms that it has the right to share them. The client retains ownership of its own materials, and the firm uses them only to perform the engagement and to maintain project records.

10. Acceptable use of the website

You agree to use this website only for lawful purposes and in a manner that does not interfere with the operation of the site or with the use of the site by any other person. In particular, you agree not to do any of the following.

• Attempt to gain unauthorized access to any part of the site, its server or any connected system.
• Introduce malicious code, scripts, automated scraping that degrades performance, or any other harmful material.
• Use the site to transmit unsolicited commercial messages, phishing material or content that is defamatory or unlawful.
• Impersonate FRQNCY LLP, a member of its team or any other person or organization.
• Misrepresent a relationship with the firm or use its name in a way that suggests endorsement without permission.
• Use automated tools to harvest contact details from the site for marketing purposes.

The firm may restrict access to the website for any visitor who breaches these rules, and may report unlawful activity to the appropriate authorities. The firm reserves the right to pursue any available legal remedy for a breach that causes harm.

11. Third party products and services

FRQNCY LLP designs systems that use equipment supplied by other manufacturers. The firm is not the manufacturer of that equipment and does not warrant its performance beyond the warranty offered by the manufacturer. A hardware recommendation reflects the judgment of the firm at the time it was made, based on the information then available.

Products may be discontinued, revised, delayed or affected by a change in firmware after a recommendation is issued. The firm will inform a client if it learns of a material change that affects a project, but it is not liable for a supply decision made by a manufacturer or distributor acting independently.

Where the firm refers a client to a third party supplier, integrator or contractor, the referral is an introduction and not a guarantee. The client contracts with that third party directly unless the engagement letter states otherwise, and the third party own terms govern its work.

Links to external websites are provided for convenience. The firm does not control the content of those sites and accepts no responsibility for their accuracy, availability or privacy practices.

12. Safety and site conditions

The client is responsible for the safety of the site and for disclosing hazards before a designer attends. Hazards include exposed conductors, damaged cable, confined spaces, working at height, asbestos, unstable structures and any condition that could injure a person or damage equipment.

A designer may stop work and leave the site where a condition presents an imminent risk. In that case the firm will record the reason in writing and will discuss a safe way forward with the client. A stoppage caused by an undisclosed hazard may be treated as a client-caused delay.

Where work involves live systems, the client confirms that an authorized person has approved the procedure and that a safe isolation plan is in place. FRQNCY LLP provides design and documentation services and does not perform licensed electrical work. Any electrical or structural task must be carried out by a qualified professional.

13. Confidentiality

Each party agrees to keep confidential the non-public information it receives from the other in connection with an engagement. This includes technical drawings, equipment inventories, security arrangements, pricing and business plans. Confidential information may be used only for the purpose of the engagement.

Confidential information may be shared with employees, contractors and advisers who need it to perform the work, provided they are bound by confidentiality obligations at least as protective as those in these terms. It may also be disclosed where required by law or by a competent authority, in which case the disclosing party will notify the other party where lawful and practicable.

Confidentiality obligations do not apply to information that is already public, that was lawfully known before disclosure, that is independently developed without use of the confidential material, or that is received from a third party without a duty of confidence. Obligations survive the end of an engagement for a period of five years, or longer where a trade secret remains protected by law.

14. Warranties and disclaimers

FRQNCY LLP warrants that its services will be performed with the reasonable skill and care expected of a professional systems design practice, and in accordance with the scope stated in the engagement letter. If a deliverable does not meet that standard, the firm will correct it at its own cost within a reasonable period after written notice.

Except for that express warranty and for any warranty that cannot be excluded by law, the website and the services are provided as available and without further warranty of any kind. The firm does not warrant that the website will be uninterrupted, free of errors or free of harmful components, nor that any information on the site is complete or current for a particular purpose.

The firm does not warrant a particular business outcome, audience figure, operating cost, transmission result or regulatory approval. Design decisions involve judgment, and a system that meets a stated specification may still produce results that differ from a client expectation.

15. Limitation of liability

To the fullest extent permitted by applicable law, FRQNCY LLP is not liable for indirect, incidental, special, consequential or punitive damages, nor for loss of profit, loss of revenue, loss of production, loss of data or loss of business opportunity, arising from the use of this website or from an engagement, even if the firm was advised of the possibility of such loss.

The total liability of FRQNCY LLP for all claims arising from an engagement is limited to the fees paid by the client for the specific engagement concerned, unless a different limit is stated in the engagement letter. For use of the website, the firm total liability is limited to one hundred United States dollars.

Nothing in these terms excludes or limits liability for fraud, willful misconduct, death or personal injury caused by negligence, or any other liability that cannot be excluded by law. Where a jurisdiction does not permit a particular limitation, the limitation applies to the greatest extent that jurisdiction allows.

16. Indemnity

You agree to indemnify and hold harmless FRQNCY LLP, its partners, employees and contractors from any claim, loss, liability or expense, including reasonable legal fees, arising from your breach of these terms, your misuse of the website, or your infringement of the rights of another person or organization.

The firm agrees to indemnify the client against a claim that a deliverable prepared by the firm infringes the intellectual property right of a third party, provided the client notifies the firm promptly in writing and allows the firm to control the response. This indemnity does not apply where the claim arises from material supplied by the client or from a modification made by a person other than the firm.

A party seeking indemnity must provide reasonable cooperation and must not settle a claim in a way that admits fault on behalf of the other party without written consent.

17. Termination

Either party may terminate an engagement by written notice where the other party commits a material breach and does not remedy it within fourteen days of receiving notice describing the breach. Either party may terminate immediately where the other party becomes insolvent, enters administration or ceases to carry on business.

On termination, the client pays for all work performed and for all committed costs incurred up to the date of termination, including non-cancellable reservations and third party orders. The firm delivers the deliverables that have been completed and paid for, together with any working files that the engagement letter requires it to hand over.

Clauses that by their nature should survive termination will continue to apply, including clauses on confidentiality, intellectual property, limitation of liability, indemnity and governing law. Termination does not affect a right or remedy that accrued before the termination date.

18. 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, fire, flood, epidemic, war, civil disturbance, industrial action, failure of public infrastructure, prolonged power outage and a restriction imposed by a government authority.

The affected party must notify the other party promptly, describe the event and its expected effect, and take reasonable steps to reduce the impact. If the event continues for more than sixty days, either party may terminate the affected engagement by written notice, in which case the client pays for work performed and committed costs up to that date.

A shortage of equipment caused by a supplier is treated as a force majeure event only where the shortage arises from a cause outside the supplier control and cannot be reasonably mitigated by an alternative source. The firm will propose a substitution where one is available.

19. Governing law and disputes

These terms and any engagement are governed by the laws of the State of Utah, United States, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the courts located in Salt Lake County, Utah, for the resolution of any dispute that is not settled by discussion.

Before commencing proceedings, the parties agree to attempt to resolve a dispute in good faith. A written notice describing the dispute must be sent to the other party, and the parties will meet, in person or by remote means, within twenty one days of that notice to discuss a resolution.

If discussion does not resolve the matter within forty five days, either party may proceed to mediation or to court. Nothing in this clause prevents a party from seeking urgent injunctive relief where delay would cause irreparable harm. The prevailing party in a proceeding may recover reasonable legal costs where the law permits.

20. Privacy

The handling of personal information is described in the Privacy Policy published on this website. The Privacy Policy forms part of the context in which these terms operate, although it does not create contractual obligations beyond those required by law. Where a client engagement involves personal information, the engagement letter or data processing agreement governs that processing.

Contact details submitted through the website are used to answer enquiries and to administer engagements. They are not sold or shared for advertising purposes. Further detail, including the rights available to individuals, appears in the Privacy Policy.

21. Changes to these terms

FRQNCY LLP may revise these terms from time to time. A revised version is published on this page with a new last updated date and applies to use of the website from the date of publication. A revision does not alter the terms of an engagement that was signed before the revision, unless the parties agree in writing.

Where a change is material, the firm will take reasonable steps to bring it to the attention of people with an active relationship. Continued use of the website after a revision indicates acceptance of the revised terms. If you do not accept a revision, you should stop using the website and raise the matter with the firm if you have an active engagement.

22. Contact information

Questions about these terms, a proposal or an engagement may be sent to the firm using the details below. Please quote the project reference where one has been issued so that the message reaches the right file.

The firm aims to acknowledge written correspondence within two working days and to provide a substantive reply within ten working days. Urgent operational matters should be raised by telephone so that a designer can respond in the same day.