These Terms of Service govern the use of this website and the professional software work offered by EXCELLENCE IN COMPUTER PROGRAMMING, INC. from its office at 1609 Palo Verde Dr, Rapid City - 57701-4461, United States (US). The company performs computer systems design and integrated systems design under the developer name Excel Programming. By using this website or by engaging the company for work, you agree to these terms. They are written in plain English so that the practical consequences are clear, and they set out the responsibilities of the company and of the client in the six porch services, in engagement administration, in intellectual property, in confidentiality, in liability and in dispute resolution. Please read them carefully before you rely on this site or ask the company to begin work.
1. Acceptance of Terms
By accessing this website, submitting an enquiry through it, or asking EXCELLENCE IN COMPUTER PROGRAMMING, INC. to perform work, you confirm that you have read and accept these terms. If you accept on behalf of an organisation, you confirm that you have authority to bind that organisation to these terms. If you do not accept them, please do not use this website and please do not send an engagement request.
These terms apply together with any written engagement agreement that the company and a client sign for a specific piece of work. If there is a conflict between these terms and a signed engagement agreement, the signed engagement agreement prevails to the extent of the conflict. Where no separate agreement exists, these terms govern the relationship in full.
The company may amend these terms from time to time as described in the section on changes. The version that applies to your use is the version published on this page at the time of use, or the version incorporated into your engagement agreement where one exists.
2. Definitions
In these terms, the company means EXCELLENCE IN COMPUTER PROGRAMMING, INC. of 1609 Palo Verde Dr, Rapid City - 57701-4461, United States (US). The client means the person or organisation that engages the company for work. The website means the pages published at ecpcode.org. The services means the six porch services and any related work described on this website or in an engagement agreement. Deliverables means the artifacts produced for the client, including designs, source revisions, build sheets, release notes, review records and handoff notes.
Business day means a day other than Saturday, Sunday or a public holiday in the state of South Dakota. Porch office means the working premises of the company at the address above. Written notice means a communication sent by email to the address listed by the company or by postal mail to the porch office.
Headings are included for convenience and do not affect the interpretation of any provision. Words in the singular include the plural and the reverse applies, and references to a person include an organisation where the context permits.
3. Use of This Website
You may view, download and print pages from this website for your own professional reference. You may not copy substantial parts of the site for publication, resell access to it, present it as your own work, or use it to misrepresent a relationship with the company. The branding, layout and written material on this website belong to the company.
You agree not to attempt to gain unauthorised access to any part of the site, not to interfere with its operation, not to introduce malicious code, and not to use automated means to overload the hosting. The company reserves the right to block access where activity threatens the availability or integrity of the site.
The website is provided for information and for enquiry. Nothing on it constitutes professional advice for a particular situation, and it does not create a client relationship until an engagement has been agreed in writing.
4. Services Overview
The company provides computer systems design and integrated systems design services. The services are grouped into six working arrangements: Task Board Bays, Build Sheet Runs, Release Note Desks, Code Review Windows, Refactor Review Rounds and Handoff Sittings. Each arrangement is described on the services page of this website and may be combined with the others into a longer engagement.
The company performs work from its porch office and through remote sessions with client teams. Work is scheduled around Mountain Time unless the parties agree otherwise. The company will make reasonable efforts to accommodate other time zones for meetings and handoffs, provided that adequate notice is given.
The scope of any individual engagement is fixed in a written intake note or engagement agreement. Work outside that scope is subject to a new agreement and may be scheduled only when capacity allows.
5. Engagement and Intake
An engagement begins when the company and the client have agreed the scope in writing and the client has accepted the associated fee arrangement. Before that point, conversations, drafts and intake notes are exploratory and create no obligation to proceed on either side.
During intake the company will ask about the systems in use, the release practices, the people involved and the concerns that prompted the enquiry. The client is responsible for the accuracy of the information provided at intake. If a material fact later proves incorrect, the company may adjust the scope, schedule or fee to reflect the actual situation.
The company may decline an engagement at its discretion, including where the requested work would require it to breach a professional obligation, where the work is outside its competence, or where a conflict of interest exists. If an engagement is declined, the company will explain the reason where it is appropriate to do so.
6. Client Obligations
The client will provide timely access to the systems, documentation and people needed for the work. The client will nominate a single point of contact who can make decisions and approve deliverables. Delays caused by missing access or unanswered questions may extend the schedule, and the company will notify the client when this happens.
The client will ensure that any data supplied for the work may lawfully be shared and that any third party whose material is included has given the necessary permission. The client will not ask the company to reproduce or adapt third party material in a way that breaches a licence.
The client is responsible for keeping backups of its own systems. The company does not act as a backup provider, and any work that touches production systems will be confirmed in writing in advance, with a rollback plan agreed before changes are applied.
7. Fees and Payment
Fees are set out in the engagement agreement or the written quotation accepted by the client. Unless stated otherwise, fees cover the agreed scope and are exclusive of applicable taxes. The company will issue invoices at the points described in the agreement, typically at milestone boundaries or at the end of a service block.
Invoices are payable within thirty days of the invoice date unless another period is agreed. The company may charge interest on overdue amounts at a reasonable rate permitted by law. Where a payment is significantly overdue, the company may suspend further work after giving written notice.
Expenses incurred with the prior agreement of the client, such as travel to an on site session, are invoiced at cost with supporting documentation. Any estimate of fees is made in good faith based on the information available, and material changes in requirements may require a revised quotation.
8. Delivery and Acceptance
Deliverables are handed over in the manner recorded in the engagement agreement. Where a deliverable is subject to acceptance, the client will review it within the period stated in the agreement, or within ten business days if no period is stated. A deliverable is accepted when the client confirms acceptance in writing or when the review period expires without written objection.
If the client objects to a deliverable, the objection must identify the specific respect in which the deliverable does not meet the agreed scope. The company will correct a genuine shortfall at no additional charge. The company will not be responsible for changes requested beyond the agreed scope, which are handled as new work.
Risk in physical materials, where any are provided, passes to the client on delivery. Risk in digital deliverables passes on hand over, subject to any continuing obligation of confidentiality.
9. Task Board Bays and Records
A task board bay is established for each engagement area agreed with the client. The bay records requests, defects and open questions, together with the owner and status of each item. The client may view the bay at any reasonable time during the engagement and may request a written status summary.
Board content is a working record. The company will keep the board accurate while the engagement is active and will archive it at handoff. The client is responsible for notifying the company if a board item contains information that should not be visible to other participants in the bay.
After handoff, the client may continue to use the board structure. The company may reuse generic board templates and practices for other clients, provided that no client specific information is carried across.
10. Build Sheet Runs
Where build sheet runs are included in the engagement, the company will record the source revision, dependency versions, configuration, environment and operator for each build. The sheet is delivered with the build artifact so that the client can repeat or audit the build later.
The company is responsible for the accuracy of the build sheets it produces. The client is responsible for ensuring that the source repositories and build environments it provides are correct and available. A build that fails because of a client environment issue will be recorded and charged at the agreed rate.
Build sheets remain the property of the client as part of the deliverables, subject to the intellectual property provisions below. The company may retain a copy for its own quality records, subject to confidentiality.
11. Release Note Desks
The release note desk produces plain language notes describing what changed, what users will notice and what to check if something misbehaves. Notes are reviewed with the client before publication. The client approves the final wording for any note that will be released to the client own users.
The company is not responsible for inaccuracies that arise from incomplete information supplied by the client. Where the company becomes aware of an error in a published note, it will assist the client in issuing a correction.
Release notes prepared under an engagement may be published by the client as it sees fit. The company may refer to the existence of the engagement in general professional descriptions without revealing client confidential information.
12. Code Review Windows
Review windows are scheduled blocks during which the company reviews changes against their task cards and build sheets. The company will provide a decision and, where changes are required, a clear list of the items to be addressed. Review findings are recommendations to the client, not guarantees that a change is free of defects.
Review activity is recorded in the engagement records. The client agrees to hold review windows in good faith, to prepare the material in advance and to act on review findings before merging changes where the engagement requires it.
A review window that is cancelled by the client with less than one business day of notice may be charged in full, because the time has been reserved and cannot usually be reassigned at short notice.
13. Refactor Review Rounds
Refactor review rounds assess the structure of a codebase and produce a risk ledger and an ordered plan. The company will describe the risks it identifies and the changes it recommends, but it will not begin structural changes without a separate written agreement and, where appropriate, a test plan approved by the client.
The client acknowledges that refactoring carries risk and that the company cannot remove all of it. The company will work in small, reversible increments and will revert changes that produce unacceptable regressions, provided that the regression is reported within the agreed warranty period.
The risk ledger is a professional assessment based on the information available at the time. It is not a certification of security and does not replace a dedicated security review where one is required.
14. Handoff Sittings
A handoff sitting walks the receiving team through the board, the build sheets, the release notes and the open risks. The sitting is conducted in a single structured session unless the parties agree otherwise, and it ends with a signed note naming what the receiving team now owns.
The company will make reasonable efforts to ensure that the receiving team can build and release the system with the documentation provided. If the receiving team identifies a documentation gap within thirty days of the sitting, the company will fill the gap at no additional charge.
The handoff note is part of the deliverables. The client is responsible for retaining it alongside the board and the build sheets so that future teams can rely on it.
15. Intellectual Property
Upon full payment of the fees for an engagement, the client receives ownership of the deliverables created specifically for it, including source revisions written for the engagement, build sheets, release notes and handoff notes. The company retains ownership of its pre existing tools, templates, methodologies and generic components, and grants the client a perpetual, non exclusive licence to use them to the extent they are embedded in the deliverables.
The company retains the right to describe its general methods and to reuse non client specific practices in future work. The company will not reuse client confidential information or client specific source code in another engagement without written permission.
All content on this website, including text, layout and visual design, belongs to the company. No licence to reproduce website content is granted beyond the permission to view and print it for personal professional reference.
16. Confidentiality
Each party will keep confidential the non public information of the other that it receives in connection with an engagement. Confidential information will be used only for the purposes of the engagement and will be disclosed only to those personnel and contractors who need it and who are bound by confidentiality obligations at least as protective as those in these terms.
Confidentiality obligations do not apply to information that is already public, that the receiving party already held without an obligation of confidence, that is independently developed without use of the confidential information, or that must be disclosed by law or by a court order, provided the receiving party gives prompt notice where lawful.
Confidentiality obligations survive the end of the engagement for a period of five years, and continue indefinitely for information that constitutes a trade secret. On request, each party will return or destroy confidential information that it no longer needs, except where retention is required by law or by professional record keeping rules.
17. Warranties and Disclaimers
The company warrants that it will perform the services with reasonable skill and care and in accordance with the engagement agreement. The company will remedy any failure to meet that standard within a reasonable time after written notice. This is the client exclusive remedy for a breach of this warranty, subject to the liability provisions below.
Except as expressly stated, the company makes no other warranty, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non infringement. The website and its content are provided on an as is and as available basis, and the company does not warrant that the website will be uninterrupted or free of error.
The company does not warrant that any software delivered will be free of all defects, that it will operate in every environment, or that it will achieve a particular business outcome. Software engineering involves judgement, and the client is responsible for validating deliverables in its own environment before relying on them in production.
18. Limitation of Liability
To the maximum extent permitted by law, the company will not be liable for indirect, incidental, special or consequential loss, including loss of profit, loss of data, loss of business or loss of goodwill, arising out of or in connection with an engagement or the use of this website.
To the maximum extent permitted by law, the total aggregate liability of the company for all claims arising out of or in connection with an engagement will not exceed the total fees paid by the client for the services giving rise to the claim, or one thousand United States dollars, whichever is greater. Nothing in these terms limits liability for fraud, for death or personal injury caused by negligence, or for any other liability that cannot be limited by law.
The client is responsible for maintaining appropriate backups and for limiting its exposure to loss through insurance. The limitations in this section reflect the fees charged for the services and the allocation of risk agreed between the parties.
19. Termination and Suspension
Either party may terminate an engagement for convenience by giving thirty days written notice. If the client terminates for convenience, the client will pay for work performed and for commitments already made up to the termination date. If the company terminates for convenience, it will refund any fees paid for work not yet performed.
Either party may terminate immediately by written notice if the other party commits a material breach that is not remedied within fifteen days of written notice, or if the other party becomes insolvent or ceases to operate. The company may suspend work while an invoice remains unpaid beyond the agreed period.
On termination, the company will hand over the deliverables that have been produced and paid for, together with a written record of the state of the work. The provisions on confidentiality, intellectual property, liability and governing law survive termination.
20. Third Party Components
Deliverables may include third party open source or commercial components. The company will identify material components and their licences in the engagement records. The client is responsible for complying with those licences in its own distribution of the software.
The company does not warrant third party components beyond the warranty offered by their respective suppliers and, where a component proves defective, will assist the client in reporting the issue to the supplier or in selecting an alternative.
References to third party products on this website are for identification only and do not imply endorsement by or of the company.
21. Governing Law and Disputes
These terms are governed by the laws of the State of South Dakota, United States, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the courts sitting in Pennington County, South Dakota, for the resolution of disputes that cannot be resolved by negotiation.
Before commencing proceedings, the parties will attempt in good faith to resolve a dispute through discussion between senior representatives. A party raising a dispute will provide a written description of the issue and the outcome it seeks, and the other party will respond within fifteen business days.
If negotiation does not resolve the matter within thirty days, the parties may agree to mediation before a neutral mediator. The costs of mediation are shared equally unless the mediator decides otherwise. Nothing in this section prevents either party from seeking urgent injunctive relief where necessary.
22. Changes to These Terms
The company may revise these terms to reflect changes in its services, in its practices or in applicable law. A revised version is published on this page with an updated review note. Changes apply to use of the website from the date of publication and to new engagements from that date.
For engagements already in progress, the terms in force when the engagement began continue to apply unless the parties agree in writing to adopt the revised version. If a change is material, the company will make reasonable efforts to bring it to the attention of active clients.
Continued use of the website after a revision takes effect indicates acceptance of the revised terms. If you do not accept a revision, you should stop using the website and discuss any active engagement with the company directly.
23. Contact Details
Questions about these terms, requests for a copy of a signed engagement agreement, and notices relating to an engagement may be sent by email to logistics@ecpcode.org or by telephone to +19284478569. Written correspondence may be posted to EXCELLENCE IN COMPUTER PROGRAMMING, INC., 1609 Palo Verde Dr, Rapid City - 57701-4461, United States (US).
The company aims to acknowledge written notices within two business days. Communications sent to the email address above are treated as written notice for the purposes of these terms.
These terms are published for the current year of operation of the practice at the Rapid City office of EXCELLENCE IN COMPUTER PROGRAMMING, INC. and should be read together with the Privacy Policy, which explains how personal information is handled.
The Privacy Policy of EXCELLENCE IN COMPUTER PROGRAMMING, INC. explains how personal information is collected, used and protected. These Terms of Service govern the use of the website and the professional arrangements for software work.