Terms of Service

1. Acceptance of These Terms

These terms form a binding agreement between you, whether as an individual or on behalf of an organisation, and NBD Processing, LLC. You accept them when you browse this website, submit the contact form, telephone the plant office, or open an intake sheet for a batch. If you do not agree with any part of these terms, please do not use the website or engage the company.

Where a signed batch agreement or a statement of work exists between you and the company, that document will govern the batch to the extent of any conflict with these terms. In all other respects these terms continue to apply. Nothing in these terms removes any right that the law gives you and that cannot lawfully be excluded.

2. Definitions

In these terms, the company means NBD Processing, LLC. The plant office means the premises at 446 E Crown Pointe Dr, Salt Lake City - 84107-6567, United States (US). A batch means a unit of processing work opened on an intake sheet and carried through the benches of the batch grind line. A bench means one of the six stages of the line described on the services page. The client means the person or organisation that engages the company for a batch. Content means any text, data, image or other material supplied by the client or encountered on the website.

A business day means a day other than Saturday, Sunday or a public holiday in the State of Utah. A working hour means an hour within the business hours published on the contact page. Headings are for convenience only and do not affect the meaning of a clause.

3. Eligibility and Authority

The website and services are intended for businesses and professional users. By engaging the company you confirm that you are at least eighteen years old and that you have the authority to bind the organisation you represent. If you are acting for an organisation, you confirm that the organisation accepts these terms.

You agree to give accurate information when you open an intake sheet or otherwise deal with the plant office. If the information you give is inaccurate and the company relies on it, the company may suspend the batch and reissue the intake sheet, and any resulting delay or cost will be borne by the client.

4. Use of the Website

The company grants you a limited, non-exclusive, non-transferable permission to view the website for the purpose of learning about the services and contacting the plant office. You may print or save a copy of a page for your own reference, provided you keep all notices intact.

You must not use the website in a way that damages it, interferes with another visitor, or breaches the law. In particular you must not attempt to gain unauthorised access to the systems behind the site, introduce malicious code, scrape the site at a rate that degrades service for others, or use the site to send unsolicited messages. The company may block access from any address that it reasonably believes is engaged in such conduct.

The website is provided for information. Descriptions of the batch grind line are accurate at the time of publication, but the company may change a bench procedure without notice, and the current procedure at the plant office will prevail over any description on the website.

5. Batch Engagement and Intake

A batch begins when the plant office opens and countersigns an intake sheet. An enquiry, a quotation or a telephone conversation does not create a batch and does not bind either party. The intake sheet records the scope, the benches the batch will touch, the requested window and the acceptance checks that will be used to close the batch. Once the sheet is countersigned, the batch is scheduled and the client becomes responsible for the obligations in these terms.

The plant office may decline an intake request for any lawful reason, including a conflict of interest, a lack of suitable capacity, or a scope that cannot be completed within the requested window. If a request is declined, the company will explain the reason and, where possible, suggest an alternative date.

Changes to a batch after intake must be agreed in writing and recorded on the intake sheet. A change may require the batch to be re-routed, a new moisture window to be booked, or the pickup sitting to be moved. The company will tell the client promptly if a change affects the fee or the schedule.

6. Client Obligations

The client agrees to give the company the information and access it needs to process the batch. This includes accurate scope details, a named contact who can answer technical questions, and any documentation that the benches require. The client also agrees to make sure it has the right to share any content it provides, and that the content does not infringe the rights of a third party or breach the law.

The client agrees to respond to questions from the plant office within a reasonable time. If a response is delayed, the batch may be held at its current bench and the pickup sitting may be rescheduled. The client agrees to attend the pickup sitting or to appoint a carrier who can sign the handover note, and to check the finished record when it is collected.

The client must not ask the company to process content that is unlawful, that contains malicious code, or that would put the plant office at risk. If such content is discovered, the company may stop the batch and return the content unprocessed.

7. Scheduling and Windows

Scheduling is coordinated by the plant office. The company will give an estimated pickup date at intake and will call the client if the estimate changes. Estimates are made in good faith but are not a guarantee, because a batch may need an extra quality note run or an additional moisture window before it can pass the blend review.

Windows are booked into the run log and are treated as commitments by both parties. If the client cannot attend a booked pickup sitting, the client should tell the plant office at least one business day in advance so that the sitting can be moved. Repeated missed sittings may result in a storage charge for the collection bin and may delay the release of the record.

The company may move a window for reasons of safety, equipment maintenance, or a genuine operational need. Where it does so, it will give as much notice as it can and will offer the earliest reasonable alternative.

8. Fees and Payment

Fees are set out in the quotation issued at intake and confirmed on the intake sheet. Unless the quotation states otherwise, fees are exclusive of applicable taxes, which the client agrees to pay where the law requires. The company may invoice for a batch on completion or at agreed milestones.

Invoices are due within the period stated on the invoice, which is normally thirty days from the date of issue. The company may charge interest on an overdue amount at the rate permitted by law. If an invoice remains unpaid after a reminder, the company may suspend further batches and, where the law allows, retain the finished record of an unpaid batch until the account is settled.

If the client cancels a batch after intake, the company may charge for the work already completed on the benches, for materials committed, and for a reasonable administration fee. Any prepayment will be applied to those charges, and any balance will be refunded within a reasonable period.

9. Records, Logs and Handover

Every batch produces an intake sheet, a run log, a set of quality notes, moisture window readings and a pickup handover note. These records are the property of the company, but the client is entitled to a copy of the record relating to its batch on request. The company keeps the records for the periods described in the privacy policy.

A batch is not considered delivered until the handover note has been signed. The client should review the record at the sitting and raise any concern before signing. If a concern is raised after signing, the company will investigate it in good faith and will correct an error where the record shows that one was made.

The company may keep a reference copy of a finished record for audit, quality and legal purposes. Client content that is returned or deleted under a batch agreement will not be retained beyond the period stated in that agreement, except where the law requires the company to keep it.

10. Intellectual Property

The website and its content, including the text, the layout, the batch grind line drawings and the design of the pages, are owned by the company or used under licence. You may not copy, reproduce, adapt or distribute them for a commercial purpose without written permission, except as allowed by law.

The client retains ownership of the content it supplies. The client grants the company a limited licence to use that content for the purpose of the batch, including copying it for processing, storing it on the benches, and returning it at handover. This licence ends when the batch is closed, subject to the retention of records described in these terms.

Each party keeps its own pre-existing intellectual property. Nothing in these terms transfers ownership of the intellectual property of one party to the other. If a batch produces a new deliverable and the quotation says who owns it, that statement will govern.

11. Confidentiality

Each party agrees to keep confidential the information that the other marks as confidential or that a reasonable person would understand to be confidential, such as business plans, client lists, technical specifications and the content of a batch. The receiving party will use the information only for the purpose of the engagement and will protect it with reasonable care.

The obligation of confidence does not apply to information that is already public without breach, that the receiving party already held lawfully, that is independently developed, or that must be disclosed by law or by a court order. Where disclosure is required, the receiving party will give the other party as much notice as it can and will disclose only the part that is required.

The obligation of confidence continues for as long as the information remains confidential, and in any event for the duration of the engagement and for a reasonable period afterwards.

12. Warranties and Disclaimers

The company warrants that it will carry out a batch with reasonable skill and care, in line with the intake sheet and the procedures described on the services page. This is the only warranty the company gives in relation to a batch, and it replaces any other warranty that the law might otherwise imply, to the extent that the law allows.

The website is provided as it is and as it is available. The company does not warrant that the website will be uninterrupted, error free or free of harmful code. It does not warrant that a description of a bench on the website is current at the moment you read it. The company will take reasonable steps to keep the website accurate but does not promise that every detail is free of error.

Nothing in this clause limits a warranty that cannot lawfully be excluded, such as a warranty relating to a consumer product that the law requires the company to honour.

13. Limitation of Liability

To the extent permitted by law, the company will not be liable for indirect, incidental, special or consequential loss, or for loss of profit, loss of revenue, loss of data, loss of goodwill or business interruption, even if the company was advised that such loss was possible. The company will not be liable for a loss that arises from content supplied by the client or from a decision made by the client after reviewing the record.

The total liability of the company for a batch will not exceed the fee paid for that batch. This cap applies to all claims arising from the batch taken together, whether in contract, tort or otherwise. Where the law does not allow a cap, the minimum amount that the law requires will apply.

Nothing in these terms excludes or limits the liability of the company for death or personal injury caused by its negligence, for fraud, or for any other liability that cannot lawfully be excluded.

14. Indemnity

The client agrees to indemnify the company against any claim, loss, cost or expense that the company incurs as a result of content supplied by the client, a breach by the client of these terms, or a breach by the client of the rights of a third party. This indemnity does not apply to the extent that the loss is caused by the negligence of the company.

The company will notify the client promptly of any claim that may give rise to an indemnity and will allow the client to take part in the defence of the claim. The company will not settle a claim in a way that admits fault on the part of the client without the consent of the client, which will not be unreasonably withheld.

15. Suspension and Termination

The company may suspend or terminate a batch if the client fails to pay an invoice after a reminder, if the client asks the company to break the law, if the client supplies content that puts the plant office at risk, or if the client breaches these terms in a way that is not corrected within a reasonable time after notice. Where the company suspends a batch, it will tell the client why and what needs to happen before the batch can resume.

Either party may terminate a batch engagement for convenience on written notice. If the client terminates for convenience, the client will pay for the work completed up to the date of termination and for any materials committed. If the company terminates for convenience, the company will refund any fee paid for work not performed.

On termination, the company will return or delete the client content in the way agreed at intake, subject to the retention of the records described in these terms. The clauses on confidentiality, intellectual property, liability and governing law survive termination.

16. Force Majeure

Neither party will be liable for a delay or failure to perform an obligation that is caused by an event beyond its reasonable control, such as a natural disaster, a fire, a flood, a prolonged power failure, a network outage affecting a critical provider, civil disturbance, or an act of a public authority. The affected party will tell the other party promptly and will take reasonable steps to resume performance.

A force majeure event does not excuse the client from paying for work already completed. If the event lasts for more than thirty days, either party may terminate the affected batch and the company will return any content and refund any prepayment for work not performed, after deducting costs already committed.

17. Governing Law and Disputes

These terms are governed by the laws of the State of Utah, United States, without regard to its conflict of law rules. The parties agree to try to resolve a dispute by discussion in good faith before taking formal steps. If discussion does not resolve the matter within thirty days, either party may bring proceedings.

The parties agree that the state and federal courts located in Salt Lake County, Utah, will have exclusive jurisdiction over a dispute, except that the company may seek relief in any jurisdiction where a client asset is located. Nothing in this clause prevents a party from applying for urgent injunctive relief where delay would cause serious harm.

18. Changes to These Terms

The company may update these terms from time to time to reflect a change in its practices, a change in the law, or an improvement in the way it describes a batch. When a material change is made, the effective date at the top of the page will be updated. The company may also place a short notice on the homepage of this website.

A change will not alter the terms of a batch that has already been opened under a countersigned intake sheet, unless the client agrees in writing. For all other purposes, continued use of the website or the services after a change takes effect means that you accept the updated terms.

19. General Provisions

Entire agreement

These terms, together with the intake sheet, the quotation and any signed batch agreement, form the entire agreement between the parties and replace any earlier statement made in conversation or correspondence.

Severability

If a clause of these terms is found to be invalid or unenforceable, the rest of the terms will continue in effect and the invalid clause will be replaced by a valid clause that comes closest to the original intent.

No waiver

A failure by the company to enforce a right under these terms is not a waiver of that right, and a single waiver does not prevent the company from enforcing the same right later.

Assignment

The client may not assign a batch or these terms without the written consent of the company. The company may assign its rights to a successor in the event of a reorganisation, merger or sale, provided the successor honours these terms.

Notices

A notice under these terms should be sent by email to the address in the final section, or by post to the plant office. A notice is treated as received on the business day it is sent, if sent during working hours, and otherwise on the next business day.

Independent contractor

The parties are independent contractors. Nothing in these terms creates a partnership, a joint venture or an employment relationship between them.

20. Contact Information

Questions about these terms should be sent to the plant office. The company will answer within a reasonable time.

NBD Processing, LLC
446 E Crown Pointe Dr, Salt Lake City - 84107-6567, United States (US)
Email: feedback@nbdprocessing.surf
Phone: +19517778865