Standard Terms and Conditions
Client Services Terms. Version 1.1, effective June 1, 2025. Issued by Wizcom Limited, 24025 Greater Mack Ave, Ste 200, Saint Clair Shores, MI 48080.
These Terms apply to every Proposal, Quote, Statement of Work, and invoice that references them. Where a Proposal states specific terms that differ, the Proposal controls for that engagement (Section 1.1.1).
1. Application of These Terms
1.1 Parties
These Standard Terms and Conditions (the "Terms") govern all technology products and services provided by Wizcom Limited, a Michigan corporation with its principal place of business at 24025 Greater Mack Ave, Ste 200, Saint Clair Shores, MI 48080 ("Wizcom"), to the client identified in the applicable Proposal, Quote, or Statement of Work ("Client"). Wizcom and Client are each a "Party" and together the "Parties."
1.1.1 These Terms are general terms and conditions. Where an accepted Proposal, Quote, or Statement of Work states specific terms that differ from these Terms, the specific terms in that document control for that engagement.
1.2 Acceptance
Client accepts these Terms by the earliest of: (a) signing these Terms or any Proposal or Statement of Work that references them; (b) issuing a purchase order, written approval, or email authorization for any Services; (c) paying any invoice for Services; or (d) allowing Wizcom to commence Services. Any terms on a Client purchase order or similar document that add to or conflict with these Terms are rejected and have no effect unless Wizcom expressly agrees to them in a signed writing.
1.3 Governing Documents and Order of Precedence
The agreement between the Parties consists of these Terms together with each Proposal, Quote, Statement of Work, Change Order, and Service Level Agreement accepted by both Parties (collectively, the "Agreement"). If the documents conflict, the following order of precedence applies, with the earlier item controlling: (1) a signed Change Order; (2) the applicable Statement of Work; (3) the Proposal or Quote; (4) these Terms; (5) any Service Level Agreement.
How this document is used
These Terms are intended to sit behind every Proposal, Quote, and Statement of Work so that the commercial and legal terms are agreed once. Project-specific scope, pricing, and timelines belong in the Proposal or Statement of Work, not here.
2. Definitions
2.1 "Services" means all managed IT, cloud, network, cybersecurity, communications, consulting, web and application development, support, and related services that Wizcom provides to Client under the Agreement.
2.2 "Proposal" or "Quote" means a written description of Services, products, and pricing issued by Wizcom to Client.
2.3 "Statement of Work" or "SOW" means a written document, accepted by both Parties, describing the scope, deliverables, schedule, assumptions, and fees for a specific engagement.
2.4 "Change Order" means a written modification to the scope, schedule, or fees of an engagement, accepted by both Parties' Authorized Representatives.
2.5 "Deliverables" means the reports, documentation, configurations, designs, software, websites, and other work product that Wizcom creates specifically for Client under a Statement of Work.
2.6 "Third-Party Products" means hardware, software, licenses, subscriptions, cloud services, telecommunications circuits, and other goods or services supplied by a party other than Wizcom, whether procured through Wizcom or directly by Client.
2.7 "Client Data" means all data, files, content, and information owned or controlled by Client that Wizcom accesses, stores, processes, or transmits while performing the Services.
2.8 "Confidential Information" means non-public business, technical, financial, security, customer, and pricing information disclosed by one Party to the other in any form, and any information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
2.9 "Authorized Representative" means the individual each Party designates in writing as having authority to approve Change Orders, accept Deliverables, and make binding decisions under the Agreement.
2.10 "Business Hours" means 9:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding U.S. federal holidays. "Business Day" means any day on which Business Hours occur.
2.11 "Force Majeure Event" means any event beyond a Party's reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, labor disputes, utility or telecommunications failures, carrier or cloud-provider outages, cyberattacks not caused by that Party's negligence, and supply chain disruptions.
3. Services, Proposals & Changes
3.1 Scope
3.1.1 Wizcom will perform the Services described in each accepted Proposal or Statement of Work. Anything not expressly described is outside the scope of that engagement. Wizcom may recommend additional work, but is not obligated to perform it without an accepted Proposal or Change Order.
3.1.2 Wizcom will assign qualified personnel to the Services and may reassign personnel at its discretion, provided replacements have substantially equivalent qualifications.
3.2 Proposals and Estimates
3.2.1 Proposals and estimates are valid for sixty (60) days from the date issued unless the Proposal states otherwise. Pricing for Third-Party Products is subject to change by the manufacturer or distributor at any time before Wizcom places the order.
3.2.2 Estimates for time-and-materials work are good-faith projections based on the information available when the estimate is prepared. They are not fixed prices unless the Proposal expressly says "fixed fee." Wizcom will notify Client before exceeding a written estimate by more than 10%.
3.2.3 No work is performed on speculation. Services begin only after Client has accepted the applicable Proposal or Statement of Work and paid any required deposit.
3.3 Change Orders
3.3.1 Either Party may request a change to scope, schedule, or fees by written request to the other Party's Authorized Representative. Wizcom will respond within five (5) Business Days with the impact on scope, timeline, and fees.
3.3.2 No change is effective until both Parties accept the Change Order in writing (email from an Authorized Representative is sufficient). Additional work, revisions, or services not described in the accepted scope, including additional programming, design rounds, hardware, or licensing, will be billed at Wizcom's current rates or as set out in the Change Order.
Verbal approvals
Verbal authorizations to proceed with out-of-scope work are not binding on either Party. Documenting changes protects the Client's budget as much as it protects Wizcom's time.
3.4 Acceptance of Deliverables
3.4.1 Wizcom will notify Client in writing when a Deliverable is complete. Client has ten (10) Business Days (the "Acceptance Period") to accept the Deliverable or reject it with a written description of how it fails to meet the specifications in the Statement of Work.
3.4.2 Wizcom will correct properly documented deficiencies and resubmit the Deliverable. If Client does not respond within the Acceptance Period, or puts the Deliverable into production use, the Deliverable is deemed accepted.
3.5 Schedules
Dates in a Proposal or Statement of Work are targets based on the assumptions stated there. Schedules will be adjusted for delays caused by Client, Third-Party Product availability, Change Orders, or Force Majeure Events. Projects run consecutively, and a project paused by Client for more than 30 days may be rescheduled behind other committed work.
4. Fees, Invoicing & Payment
4.1 Fees
Client will pay the fees stated in each accepted Proposal, Statement of Work, or Change Order. Where no fee is stated for a Service that Client requests and Wizcom performs, Wizcom's current standard hourly rates apply, billed in 15-minute increments with a one-hour minimum for on-site visits.
4.2 Invoicing
4.2.1 Recurring Services are invoiced monthly in advance. Project Services are invoiced according to the milestone or deposit schedule in the Proposal or Statement of Work. Time-and-materials work and expenses are invoiced monthly in arrears.
4.2.2 Invoices are delivered by email to the billing contact Client designates. Client must raise any good-faith dispute about an invoice in writing within fifteen (15) days of the invoice date, identifying the disputed amount and reason. Undisputed portions remain due on the original terms.
4.3 Payment Terms
4.3.1 Invoices are due Net 15 from the invoice date by ACH, wire, check, or another method Wizcom accepts. Card payments, where accepted, may carry a processing surcharge where permitted by law.
4.3.2 Project deposits are due before work begins and are non-refundable once work has started, except as provided in Section 5.4.
4.4 Late Payment
4.4.1 Overdue balances accrue interest at one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by law if lower, from the due date until paid.
4.4.2 If any undisputed invoice is more than 15 days past due, Wizcom may, on ten (10) days' written notice, suspend Services, withhold Deliverables, and pause project work until the account is current. For a project halted by non-payment, Client will be charged for all work completed to that point, and the project will be treated as cancelled by Client under Section 5.4. Client will not be charged for work described in the Statement of Work that had not started at the point of suspension.
4.4.3 Client is responsible for all reasonable costs of collection, including collection agency fees, court costs, and attorneys' fees.
Suspension does not cancel amounts owed
Suspension of Services for non-payment does not relieve Client of its obligation to pay accrued fees and interest, and Wizcom is not liable for any loss resulting from a suspension caused by Client's failure to pay.
4.5 Expenses
Client will reimburse pre-approved, reasonable out-of-pocket expenses incurred for the Services, including travel outside the Detroit metropolitan area, shipping, and third-party fees required for the engagement. Any single expense over $500 requires prior written approval from Client's Authorized Representative. Wizcom will provide receipts on request.
4.6 Rate Changes
Wizcom may adjust recurring fees and hourly rates once per year on at least 30 days' written notice, effective at the start of the next Renewal Term.
4.7 Taxes
Fees exclude sales, use, excise, tariffs, and similar taxes and duties. Client is responsible for all such taxes and duties. If Client claims a tax exemption, Client will provide a valid exemption certificate before the first invoice.
5. Term, Renewal & Termination
5.1 Term
The Agreement takes effect when Client accepts a Proposal, Quote, or Statement of Work under Section 1.2 and continues for the Initial Term stated in that document. For project engagements without recurring Services, the term runs until the final Deliverable is accepted and all fees are paid.
5.2 Renewal
Recurring Services renew automatically for successive Renewal Terms of the length stated in the applicable Proposal or Statement of Work unless either Party gives written notice of non-renewal at least 45 days before the end of the current term.
5.3 Termination for Cause
Either Party may terminate the Agreement, or any affected Statement of Work, immediately on written notice if the other Party: (a) materially breaches the Agreement and fails to cure within fifteen (15) days after written notice describing the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of a bankruptcy petition; or (c) ceases to do business in the ordinary course. Wizcom may also terminate immediately if an undisputed invoice remains unpaid forty-five (45) days after its due date.
5.4 Cancelled or Halted Projects
If Client cancels or halts a project, Client will pay for all work performed and expenses incurred through the cancellation date, including work in progress, plus any Third-Party Products ordered for the project that cannot be returned. Wizcom will deliver work completed to that point on receipt of payment.
5.5 Effect of Termination and Offboarding
On termination or expiration: (a) Client will pay all accrued fees and expenses within thirty (30) days; (b) Wizcom will return or provide Client Data in Wizcom's possession in a commercially reasonable format, and will provide administrative credentials, license records, and documentation for systems Wizcom manages, once the account is current; (c) each Party will return or destroy the other's Confidential Information under Section 11; and (d) licenses to Deliverables survive subject to full payment.
On request, Wizcom will provide transition assistance to Client or a successor provider for up to 30 days after termination at Wizcom's current hourly rates.
5.6 Survival
Sections 4 (Fees, Invoicing and Payment) as to amounts owed, 5.4 through 5.6, 8.4, 9, 10, 11, 12.4, 13, 14, 15, 16, and 17 survive termination or expiration.
6. Client Responsibilities
Wizcom's ability to perform depends on Client's timely cooperation. Client will:
(a) provide reasonable and timely access to its premises, systems, networks, equipment, and data, including administrative credentials and any permissions needed for remote and on-site work;
(b) designate an Authorized Representative and a billing contact, and keep those designations current;
(c) provide accurate and complete information, and respond to requests for information, approvals, and feedback within five (5) Business Days unless a Statement of Work states a different period;
(d) maintain a suitable operating environment for its equipment, including power, cooling, physical security, and internet connectivity, unless those items are within Wizcom's scope;
(e) hold valid licenses for all software in its environment, and not ask Wizcom to install, configure, or support software that Client is not licensed to use;
(f) follow Wizcom's reasonable security recommendations, including multi-factor authentication, patching windows, and password practices, and acknowledge that declining a written security recommendation shifts the associated risk to Client;
(g) notify Wizcom promptly of any suspected security incident, service problem, or change in personnel that affects system access; and
(h) ensure its employees and contractors comply with the Agreement and with applicable law when using systems Wizcom manages.
Delays or additional work caused by Client's failure to meet these responsibilities are not a breach by Wizcom and may be billed at Wizcom's current rates.
7. Service Delivery & Support
7.1 Standard of Performance
Wizcom will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices for technology services of similar nature and scope, and in compliance with applicable law.
7.2 Support Hours and Response
7.2.1 Support is provided during Business Hours. After-hours, weekend, and holiday support, where included in a Proposal, is provided as described there and billed at the after-hours rate unless the Proposal states otherwise.
7.2.2 Where a Service Level Agreement is part of the Agreement, response and resolution targets, priority definitions, escalation paths, and any service credits are as stated in that SLA. Service credits are Client's sole remedy for missed service levels. Where no SLA applies, Wizcom will respond to support requests in the order received, prioritizing by business impact, and gives no specific response-time commitment.
7.2.3 On-site visits are scheduled based on technician availability and the nature of the issue. Remote resolution is attempted first wherever practical.
7.3 Maintenance Windows
Wizcom may perform scheduled maintenance that affects system availability during agreed maintenance windows, and will give at least 48 hours' notice for planned work that requires downtime. Emergency maintenance to address security vulnerabilities or imminent failures may be performed with shorter notice. In most cases, maintenance work is performed outside Client's normal working hours.
7.4 Monitoring and Remote Access
Client authorizes Wizcom to install and use remote monitoring, management, security, and backup agents on covered systems, and to access covered systems remotely as needed to perform the Services. These tools remain the property of Wizcom or its licensors, and Wizcom will remove them at termination once the account is current.
7.5 Exclusions
Unless a Statement of Work expressly includes them, the Services do not include: repair of damage caused by misuse, accident, power events, or environmental conditions; support for hardware past manufacturer end-of-life or software past vendor end-of-support; remediation of problems caused by changes made by Client or third parties without Wizcom's involvement; data recovery beyond restoring from backups Wizcom manages; training; custom development; and compliance certification or attestation on Client's behalf.
8. Third-Party Products, Software & Cloud Services
8.1 Procurement
Where Wizcom procures Third-Party Products for Client, Wizcom acts as a reseller or purchasing agent. Title to hardware passes to Client on payment in full. Risk of loss passes on delivery to Client's location. Special-order, opened, or licensed items are non-returnable except as the manufacturer permits, and any restocking fee charged to Wizcom is passed through to Client.
8.2 Licenses and Subscriptions
Software, subscriptions, and cloud services are governed by the manufacturer's or provider's license agreement or terms of service, which Client accepts by using the product. Subscription terms, minimum commitments, and cancellation rules set by the provider (for example, annual Microsoft 365 commitments) apply to Client, and Client remains responsible for those fees for the committed period regardless of termination of the Agreement.
8.3 Warranties
Third-Party Products carry only the warranty provided by their manufacturer or provider. Wizcom will assist Client in making warranty claims but does not itself warrant Third-Party Products. Wizcom is not responsible for defects, outages, data loss, or security failures in Third-Party Products or in services delivered by carriers, hosting providers, or cloud platforms.
8.4 Shared Responsibility for Cloud Services
Cloud platforms operate under a shared-responsibility model in which the provider secures the platform and the customer remains responsible for its own data, identities, configurations, and backups. Client acknowledges this model. Unless backup of a cloud service is expressly included in Client's Services, Client is responsible for retaining independent backups of data held in cloud services, including Microsoft 365, Google Workspace, and similar platforms.
9. Client Data, Backup & Security
9.1 Ownership
Client owns all Client Data. Wizcom acquires no rights in Client Data other than the limited right to access, store, and process it as needed to perform the Services and comply with law.
9.2 Backup and Recovery
9.2.1 Where backup services are included in Client's Services, Wizcom will configure and monitor backups of the systems and data identified in the Statement of Work according to the retention schedule stated there, and will perform periodic restore tests at the frequency stated there.
9.2.2 Client acknowledges that no backup method guarantees recovery of every file in every circumstance, and that recovery point and recovery time depend on the backup configuration Client has purchased. Systems, locations, and data not identified in the Statement of Work are not backed up by Wizcom.
9.2.3 Before any project that modifies servers, storage, or line-of-business applications, Client is responsible for confirming that a current backup exists, unless Wizcom has expressly included pre-project backup in the Statement of Work.
9.3 Security Measures
Wizcom maintains administrative, technical, and physical safeguards appropriate to the Services, including access controls, encryption of credentials, and secure handling of Client credentials. Wizcom will implement the security controls included in Client's Services, but no set of controls can prevent every attack. Wizcom does not guarantee that Client's environment will be free from intrusion, malware, ransomware, or data loss.
9.4 Security Incidents
Each Party will notify the other without undue delay, and in any event within 24 hours, after confirming a security incident that affects Client Data or systems Wizcom manages. Incident response work beyond the scope of Client's Services is billed at Wizcom's current rates unless an incident response retainer is in place.
9.5 Regulated Data
If Client's environment contains data subject to specific regulatory requirements (for example HIPAA, PCI DSS, GLBA, or state privacy laws), Client will identify those requirements in writing before the Services begin. Any required addendum (such as a Business Associate Agreement) must be executed separately. Compliance with those regulations remains Client's responsibility; Wizcom's role is limited to the controls described in the Statement of Work.
9.6 Data Retention After Termination
Wizcom will retain backup data and monitoring records for 30 days after termination to allow retrieval, after which they may be permanently deleted. Extended retention is available at Wizcom's current rates.
10. Intellectual Property
10.1 Deliverables
10.1.1 On payment in full of all fees for the applicable engagement, Client owns the Deliverables created specifically for Client, including website content, custom code written for Client, designs, and documentation, and Wizcom assigns to Client its rights in those Deliverables.
10.1.2 For software and web projects, Wizcom will install the Deliverables on Client's server or hosting environment and, on request, provide the source files by digital delivery.
10.2 Wizcom Pre-Existing Materials
Wizcom retains all rights in its pre-existing and independently developed tools, templates, libraries, scripts, frameworks, utilities, methodologies, algorithms, and know-how ("Wizcom Materials"), including any that are incorporated in a Deliverable. To the extent Wizcom Materials are incorporated in a Deliverable, Wizcom grants Client a perpetual, non-exclusive, royalty-free license to use and modify them as part of that Deliverable. Wizcom remains free to use similar or identical techniques, code structures, and coding styles for other clients.
10.3 Client Materials
All content, data, existing code, trademarks, and other materials Client provides remain Client's property. Client grants Wizcom a limited license to use them solely to perform the Services, and represents that it has the right to provide them.
10.4 Third-Party and Open Source Components
Deliverables may include third-party or open source components (for example WordPress, themes, plugins, and libraries) that remain subject to their own licenses. Wizcom will identify any open source component whose license would require Client to disclose its own proprietary code and will not include such a component without Client's written consent.
10.5 Retention Until Paid
Ownership transfers on full payment
Until all fees for an engagement are paid in full, Wizcom retains ownership of the Deliverables and Client may not distribute, sublicense, or transfer them. Wizcom may suspend hosting, disable access to Deliverables, or withhold source files for accounts that are past due.
10.6 Portfolio Use
Unless Client objects in writing, Wizcom may identify Client as a client and may display non-confidential Deliverables (such as a public website) in its portfolio and marketing materials.
11. Confidentiality
11.1 Each Party will hold the other Party's Confidential Information in confidence, use it only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to employees, contractors, and advisors who need to know it and are bound by obligations at least as protective as these.
11.2 Confidential Information does not include information that is or becomes public through no fault of the receiving Party, was already known to the receiving Party, is independently developed without use of the disclosing Party's information, or is rightfully received from a third party without restriction.
11.3 A Party may disclose Confidential Information when required by law or court order, provided it gives the other Party prompt notice where legally permitted and discloses only what is required.
11.4 These obligations continue for five (5) years after termination, and for trade secrets for as long as they remain trade secrets under applicable law. On termination or written request, each Party will return or destroy the other's Confidential Information, except for one archival copy retained for legal compliance and backup copies that are deleted in the ordinary course.
11.5 Client credentials, network documentation, and security configurations that Wizcom creates or holds are Confidential Information of Client, and Wizcom's internal tooling, pricing, and methodologies are Confidential Information of Wizcom.
12. Warranties & Disclaimers
12.1 Wizcom Warranties
Wizcom warrants that: (a) it has the authority to enter into the Agreement; (b) the Services will be performed in a professional and workmanlike manner; (c) its personnel will have the qualifications reasonably necessary for the Services; and (d) to Wizcom's knowledge, the Deliverables as delivered will not infringe any third party's U.S. intellectual property rights.
12.2 Service Warranty and Remedy
If Services fail to conform to the warranty in Section 12.1(b), and Client notifies Wizcom in writing within 30 days after performance, Wizcom will re-perform the non-conforming Services at no charge. If Wizcom cannot correct the non-conformity within a reasonable time, Wizcom will refund the fees paid for the non-conforming Services. This is Client's exclusive remedy for breach of the service warranty.
12.3 Client Warranties
Client warrants that: (a) it has the authority to enter into the Agreement; (b) the information and materials it provides are accurate and do not infringe third-party rights; (c) it has obtained all consents needed to give Wizcom access to its systems, data, and premises; and (d) its use of the Services and Deliverables will comply with applicable law. Wizcom is held harmless from any claim arising from statements made in Client's marketing, advertising, or website content.
12.4 Disclaimer
Warranty disclaimer
EXCEPT AS EXPRESSLY STATED IN THIS SECTION 12, WIZCOM MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WIZCOM DOES NOT WARRANT THAT THE SERVICES OR ANY SYSTEM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL THREATS, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT ANY PARTICULAR BUSINESS RESULT WILL BE ACHIEVED.
13. Limitation of Liability
13.1 Cap
EXCEPT FOR THE EXCLUSIONS IN SECTION 13.3, WIZCOM'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY CLIENT TO WIZCOM FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.
13.2 Exclusion of Consequential Damages
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.3 Exclusions
The limitations in Sections 13.1 and 13.2 do not apply to: (a) a Party's breach of Section 11 (Confidentiality); (b) a Party's indemnification obligations under Section 14; (c) a Party's gross negligence, fraud, or willful misconduct; or (d) Client's obligation to pay fees.
13.4 Third-Party Products and Client Decisions
Wizcom is not liable for loss caused by Third-Party Products, carriers, hosting or cloud providers, or by Client's decision to decline a written recommendation from Wizcom regarding security, backup, hardware replacement, or software upgrades.
Allocation of risk
The fees reflect this allocation of risk. These limitations apply even if a limited remedy fails of its essential purpose, and they form an essential basis of the bargain between the Parties.
14. Indemnification
14.1 By Wizcom
Wizcom will defend, indemnify, and hold harmless Client and its officers, directors, and employees from third-party claims, and the resulting damages, costs, and reasonable attorneys' fees, to the extent arising from: (a) a claim that a Deliverable, as delivered by Wizcom and used as permitted, infringes a third party's U.S. patent, copyright, trademark, or trade secret; or (b) Wizcom's gross negligence or willful misconduct. If a Deliverable is or is likely to become subject to an infringement claim, Wizcom may, at its option, procure the right for Client to continue using it, modify or replace it with a non-infringing equivalent, or, if neither is commercially practical, accept its return and refund the fees paid for it.
14.2 By Client
Client will defend, indemnify, and hold harmless Wizcom and its officers, directors, employees, and contractors from third-party claims, and the resulting damages, costs, and reasonable attorneys' fees, to the extent arising from: (a) Client Data or materials Client provides; (b) Client's use of the Services or Deliverables in violation of the Agreement or applicable law; (c) Client's marketing, advertising, or website content; (d) modification of a Deliverable by anyone other than Wizcom, or combination of a Deliverable with products or services not provided by Wizcom, where the claim would not have arisen without the modification or combination; (e) unlicensed software in Client's environment; or (f) Client's breach of the Agreement.
14.3 Procedure
The indemnified Party will give prompt written notice of the claim, allow the indemnifying Party to control the defense and settlement (provided no settlement imposes obligations on the indemnified Party without its consent), and provide reasonable cooperation at the indemnifying Party's expense. The indemnified Party may participate with its own counsel at its own cost.
15. Non-Solicitation of Personnel
15.1 During the term of the Agreement and for twelve (12) months after it ends, neither Party will directly or indirectly solicit for employment or engagement any employee or contractor of the other Party who performed or received Services under the Agreement, without the other Party's prior written consent. General advertisements not targeted at the other Party's personnel do not violate this Section.
15.2 If a Party hires or engages the other Party's personnel in violation of this Section, it will pay the other Party a placement fee equal to 50% of that individual's annualized compensation at the time of hire, which the Parties agree is a reasonable estimate of recruiting and training costs and not a penalty.
16. Governing Law & Dispute Resolution
16.1 Governing Law
The Agreement is governed by the laws of the State of Michigan without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.2 Negotiation
Before starting any formal proceeding, the Parties will attempt in good faith to resolve any dispute through discussion between their Authorized Representatives, and then between senior management, for at least thirty (30) days after written notice of the dispute.
16.3 Binding Arbitration
16.3.1 Any dispute not resolved under Section 16.2 will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator with experience in technology services, seated in Macomb County, Michigan. Judgment on the award may be entered in any court of competent jurisdiction.
16.3.2 Either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property without first arbitrating, and Wizcom may bring an action to collect undisputed unpaid fees in the state or federal courts located in Macomb County, Michigan, to which Client consents.
16.4 Fees and Costs
In any arbitration or proceeding to enforce the Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs.
17. General Provisions
17.1 Entire Agreement
The Agreement is the entire agreement between the Parties about its subject matter and supersedes all prior proposals, agreements, and understandings, oral or written. Wizcom may update these Terms for future engagements by providing the updated Terms with a new Proposal; updated Terms apply only to Services accepted after they are provided.
17.2 Amendments and Waiver
Amendments must be in writing and accepted by both Parties' Authorized Representatives. A Party's failure or delay in enforcing any provision is not a waiver of that provision or of any other right.
17.3 Severability
If any provision is held invalid or unenforceable, it will be limited or eliminated to the minimum extent necessary, and the remaining provisions remain in full force.
17.4 Assignment
Neither Party may assign the Agreement without the other's written consent, not to be unreasonably withheld, except that either Party may assign it to a successor in a merger, acquisition, or sale of substantially all of its assets that assumes the assigning Party's obligations.
17.5 Subcontractors
Wizcom may use qualified subcontractors and vendor partners to perform parts of the Services and remains responsible for their work. Subcontractors with access to Client Confidential Information are bound by confidentiality obligations at least as protective as Section 11.
17.6 Independent Contractor
Wizcom is an independent contractor. Nothing in the Agreement creates an employment, agency, partnership, or joint venture relationship.
17.7 Force Majeure
Neither Party is liable for failure or delay in performance (other than payment obligations) caused by a Force Majeure Event, provided it notifies the other Party promptly, mitigates the effects, and resumes performance as soon as practicable. If a Force Majeure Event continues for more than ninety (90) days, either Party may terminate the affected Services on written notice.
17.8 Notices
Notices must be in writing and are effective when delivered personally, one Business Day after dispatch by overnight courier, three Business Days after mailing by certified mail, or when sent by email with confirmed receipt, to the addresses below or as later updated by notice.
If to Wizcom:
Wizcom Limited
Attn: Billing
24025 Greater Mack Ave, Ste 200
Saint Clair Shores, MI 48080
Email: billing@wizcomltd.com
If to Client:
To the notice contact and address stated in the applicable Proposal, Quote, or Statement of Work or, if none is stated, to the billing contact and address on Client's most recent invoice.
17.9 Counterparts and Electronic Signatures
The Agreement may be signed in counterparts, and electronic signatures (including through Odoo Sign, DocuSign, or similar platforms) are as effective as original signatures.
17.10 Headings and Interpretation
Headings are for convenience only. "Including" means "including without limitation." No rule of construction against the drafter applies.
18. Acceptance & Version
18.1 Acceptance
No signature on these Terms is required. Client accepts these Terms in any of the ways described in Section 1.2: by signing a Proposal, Quote, or Statement of Work that references them; by issuing a purchase order, written approval, or email authorization for Services; by paying an invoice for Services; or by allowing Wizcom to begin work. The person accepting on Client's behalf confirms that they have authority to bind Client.
18.2 Questions
Questions about these Terms may be directed to billing@wizcomltd.com or (586) 533-2081.
18.3 Version History
Version 1.1, effective June 1, 2025. The current version is always available at portal.wizcomltd.com/terms. Under Section 17.1, an updated version applies only to Services accepted after it is provided.
Standard Terms and Conditions
Client Services Terms. Version 1.1, effective June 1, 2025. Issued by Wizcom Limited, 24025 Greater Mack Ave, Ste 200, Saint Clair Shores, MI 48080.
These Terms apply to every Proposal, Quote, Statement of Work, and invoice that references them. Where a Proposal states specific terms that differ, the Proposal controls for that engagement (Section 1.1.1).
1. Application of These Terms
1.1 Parties
These Standard Terms and Conditions (the "Terms") govern all technology products and services provided by Wizcom Limited, a Michigan corporation with its principal place of business at 24025 Greater Mack Ave, Ste 200, Saint Clair Shores, MI 48080 ("Wizcom"), to the client identified in the applicable Proposal, Quote, or Statement of Work ("Client"). Wizcom and Client are each a "Party" and together the "Parties."
1.1.1 These Terms are general terms and conditions. Where an accepted Proposal, Quote, or Statement of Work states specific terms that differ from these Terms, the specific terms in that document control for that engagement.
1.2 Acceptance
Client accepts these Terms by the earliest of: (a) signing these Terms or any Proposal or Statement of Work that references them; (b) issuing a purchase order, written approval, or email authorization for any Services; (c) paying any invoice for Services; or (d) allowing Wizcom to commence Services. Any terms on a Client purchase order or similar document that add to or conflict with these Terms are rejected and have no effect unless Wizcom expressly agrees to them in a signed writing.
1.3 Governing Documents and Order of Precedence
The agreement between the Parties consists of these Terms together with each Proposal, Quote, Statement of Work, Change Order, and Service Level Agreement accepted by both Parties (collectively, the "Agreement"). If the documents conflict, the following order of precedence applies, with the earlier item controlling: (1) a signed Change Order; (2) the applicable Statement of Work; (3) the Proposal or Quote; (4) these Terms; (5) any Service Level Agreement.
How this document is used
These Terms are intended to sit behind every Proposal, Quote, and Statement of Work so that the commercial and legal terms are agreed once. Project-specific scope, pricing, and timelines belong in the Proposal or Statement of Work, not here.
2. Definitions
2.1 "Services" means all managed IT, cloud, network, cybersecurity, communications, consulting, web and application development, support, and related services that Wizcom provides to Client under the Agreement.
2.2 "Proposal" or "Quote" means a written description of Services, products, and pricing issued by Wizcom to Client.
2.3 "Statement of Work" or "SOW" means a written document, accepted by both Parties, describing the scope, deliverables, schedule, assumptions, and fees for a specific engagement.
2.4 "Change Order" means a written modification to the scope, schedule, or fees of an engagement, accepted by both Parties' Authorized Representatives.
2.5 "Deliverables" means the reports, documentation, configurations, designs, software, websites, and other work product that Wizcom creates specifically for Client under a Statement of Work.
2.6 "Third-Party Products" means hardware, software, licenses, subscriptions, cloud services, telecommunications circuits, and other goods or services supplied by a party other than Wizcom, whether procured through Wizcom or directly by Client.
2.7 "Client Data" means all data, files, content, and information owned or controlled by Client that Wizcom accesses, stores, processes, or transmits while performing the Services.
2.8 "Confidential Information" means non-public business, technical, financial, security, customer, and pricing information disclosed by one Party to the other in any form, and any information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
2.9 "Authorized Representative" means the individual each Party designates in writing as having authority to approve Change Orders, accept Deliverables, and make binding decisions under the Agreement.
2.10 "Business Hours" means 9:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding U.S. federal holidays. "Business Day" means any day on which Business Hours occur.
2.11 "Force Majeure Event" means any event beyond a Party's reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, labor disputes, utility or telecommunications failures, carrier or cloud-provider outages, cyberattacks not caused by that Party's negligence, and supply chain disruptions.
3. Services, Proposals & Changes
3.1 Scope
3.1.1 Wizcom will perform the Services described in each accepted Proposal or Statement of Work. Anything not expressly described is outside the scope of that engagement. Wizcom may recommend additional work, but is not obligated to perform it without an accepted Proposal or Change Order.
3.1.2 Wizcom will assign qualified personnel to the Services and may reassign personnel at its discretion, provided replacements have substantially equivalent qualifications.
3.2 Proposals and Estimates
3.2.1 Proposals and estimates are valid for sixty (60) days from the date issued unless the Proposal states otherwise. Pricing for Third-Party Products is subject to change by the manufacturer or distributor at any time before Wizcom places the order.
3.2.2 Estimates for time-and-materials work are good-faith projections based on the information available when the estimate is prepared. They are not fixed prices unless the Proposal expressly says "fixed fee." Wizcom will notify Client before exceeding a written estimate by more than 10%.
3.2.3 No work is performed on speculation. Services begin only after Client has accepted the applicable Proposal or Statement of Work and paid any required deposit.
3.3 Change Orders
3.3.1 Either Party may request a change to scope, schedule, or fees by written request to the other Party's Authorized Representative. Wizcom will respond within five (5) Business Days with the impact on scope, timeline, and fees.
3.3.2 No change is effective until both Parties accept the Change Order in writing (email from an Authorized Representative is sufficient). Additional work, revisions, or services not described in the accepted scope, including additional programming, design rounds, hardware, or licensing, will be billed at Wizcom's current rates or as set out in the Change Order.
Verbal approvals
Verbal authorizations to proceed with out-of-scope work are not binding on either Party. Documenting changes protects the Client's budget as much as it protects Wizcom's time.
3.4 Acceptance of Deliverables
3.4.1 Wizcom will notify Client in writing when a Deliverable is complete. Client has ten (10) Business Days (the "Acceptance Period") to accept the Deliverable or reject it with a written description of how it fails to meet the specifications in the Statement of Work.
3.4.2 Wizcom will correct properly documented deficiencies and resubmit the Deliverable. If Client does not respond within the Acceptance Period, or puts the Deliverable into production use, the Deliverable is deemed accepted.
3.5 Schedules
Dates in a Proposal or Statement of Work are targets based on the assumptions stated there. Schedules will be adjusted for delays caused by Client, Third-Party Product availability, Change Orders, or Force Majeure Events. Projects run consecutively, and a project paused by Client for more than 30 days may be rescheduled behind other committed work.
4. Fees, Invoicing & Payment
4.1 Fees
Client will pay the fees stated in each accepted Proposal, Statement of Work, or Change Order. Where no fee is stated for a Service that Client requests and Wizcom performs, Wizcom's current standard hourly rates apply, billed in 15-minute increments with a one-hour minimum for on-site visits.
4.2 Invoicing
4.2.1 Recurring Services are invoiced monthly in advance. Project Services are invoiced according to the milestone or deposit schedule in the Proposal or Statement of Work. Time-and-materials work and expenses are invoiced monthly in arrears.
4.2.2 Invoices are delivered by email to the billing contact Client designates. Client must raise any good-faith dispute about an invoice in writing within fifteen (15) days of the invoice date, identifying the disputed amount and reason. Undisputed portions remain due on the original terms.
4.3 Payment Terms
4.3.1 Invoices are due Net 15 from the invoice date by ACH, wire, check, or another method Wizcom accepts. Card payments, where accepted, may carry a processing surcharge where permitted by law.
4.3.2 Project deposits are due before work begins and are non-refundable once work has started, except as provided in Section 5.4.
4.4 Late Payment
4.4.1 Overdue balances accrue interest at one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by law if lower, from the due date until paid.
4.4.2 If any undisputed invoice is more than 15 days past due, Wizcom may, on ten (10) days' written notice, suspend Services, withhold Deliverables, and pause project work until the account is current. For a project halted by non-payment, Client will be charged for all work completed to that point, and the project will be treated as cancelled by Client under Section 5.4. Client will not be charged for work described in the Statement of Work that had not started at the point of suspension.
4.4.3 Client is responsible for all reasonable costs of collection, including collection agency fees, court costs, and attorneys' fees.
Suspension does not cancel amounts owed
Suspension of Services for non-payment does not relieve Client of its obligation to pay accrued fees and interest, and Wizcom is not liable for any loss resulting from a suspension caused by Client's failure to pay.
4.5 Expenses
Client will reimburse pre-approved, reasonable out-of-pocket expenses incurred for the Services, including travel outside the Detroit metropolitan area, shipping, and third-party fees required for the engagement. Any single expense over $500 requires prior written approval from Client's Authorized Representative. Wizcom will provide receipts on request.
4.6 Rate Changes
Wizcom may adjust recurring fees and hourly rates once per year on at least 30 days' written notice, effective at the start of the next Renewal Term.
4.7 Taxes
Fees exclude sales, use, excise, tariffs, and similar taxes and duties. Client is responsible for all such taxes and duties. If Client claims a tax exemption, Client will provide a valid exemption certificate before the first invoice.
5. Term, Renewal & Termination
5.1 Term
The Agreement takes effect when Client accepts a Proposal, Quote, or Statement of Work under Section 1.2 and continues for the Initial Term stated in that document. For project engagements without recurring Services, the term runs until the final Deliverable is accepted and all fees are paid.
5.2 Renewal
Recurring Services renew automatically for successive Renewal Terms of the length stated in the applicable Proposal or Statement of Work unless either Party gives written notice of non-renewal at least 45 days before the end of the current term.
5.3 Termination for Cause
Either Party may terminate the Agreement, or any affected Statement of Work, immediately on written notice if the other Party: (a) materially breaches the Agreement and fails to cure within fifteen (15) days after written notice describing the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of a bankruptcy petition; or (c) ceases to do business in the ordinary course. Wizcom may also terminate immediately if an undisputed invoice remains unpaid forty-five (45) days after its due date.
5.4 Cancelled or Halted Projects
If Client cancels or halts a project, Client will pay for all work performed and expenses incurred through the cancellation date, including work in progress, plus any Third-Party Products ordered for the project that cannot be returned. Wizcom will deliver work completed to that point on receipt of payment.
5.5 Effect of Termination and Offboarding
On termination or expiration: (a) Client will pay all accrued fees and expenses within thirty (30) days; (b) Wizcom will return or provide Client Data in Wizcom's possession in a commercially reasonable format, and will provide administrative credentials, license records, and documentation for systems Wizcom manages, once the account is current; (c) each Party will return or destroy the other's Confidential Information under Section 11; and (d) licenses to Deliverables survive subject to full payment.
On request, Wizcom will provide transition assistance to Client or a successor provider for up to 30 days after termination at Wizcom's current hourly rates.
5.6 Survival
Sections 4 (Fees, Invoicing and Payment) as to amounts owed, 5.4 through 5.6, 8.4, 9, 10, 11, 12.4, 13, 14, 15, 16, and 17 survive termination or expiration.
6. Client Responsibilities
Wizcom's ability to perform depends on Client's timely cooperation. Client will:
(a) provide reasonable and timely access to its premises, systems, networks, equipment, and data, including administrative credentials and any permissions needed for remote and on-site work;
(b) designate an Authorized Representative and a billing contact, and keep those designations current;
(c) provide accurate and complete information, and respond to requests for information, approvals, and feedback within five (5) Business Days unless a Statement of Work states a different period;
(d) maintain a suitable operating environment for its equipment, including power, cooling, physical security, and internet connectivity, unless those items are within Wizcom's scope;
(e) hold valid licenses for all software in its environment, and not ask Wizcom to install, configure, or support software that Client is not licensed to use;
(f) follow Wizcom's reasonable security recommendations, including multi-factor authentication, patching windows, and password practices, and acknowledge that declining a written security recommendation shifts the associated risk to Client;
(g) notify Wizcom promptly of any suspected security incident, service problem, or change in personnel that affects system access; and
(h) ensure its employees and contractors comply with the Agreement and with applicable law when using systems Wizcom manages.
Delays or additional work caused by Client's failure to meet these responsibilities are not a breach by Wizcom and may be billed at Wizcom's current rates.
7. Service Delivery & Support
7.1 Standard of Performance
Wizcom will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices for technology services of similar nature and scope, and in compliance with applicable law.
7.2 Support Hours and Response
7.2.1 Support is provided during Business Hours. After-hours, weekend, and holiday support, where included in a Proposal, is provided as described there and billed at the after-hours rate unless the Proposal states otherwise.
7.2.2 Where a Service Level Agreement is part of the Agreement, response and resolution targets, priority definitions, escalation paths, and any service credits are as stated in that SLA. Service credits are Client's sole remedy for missed service levels. Where no SLA applies, Wizcom will respond to support requests in the order received, prioritizing by business impact, and gives no specific response-time commitment.
7.2.3 On-site visits are scheduled based on technician availability and the nature of the issue. Remote resolution is attempted first wherever practical.
7.3 Maintenance Windows
Wizcom may perform scheduled maintenance that affects system availability during agreed maintenance windows, and will give at least 48 hours' notice for planned work that requires downtime. Emergency maintenance to address security vulnerabilities or imminent failures may be performed with shorter notice. In most cases, maintenance work is performed outside Client's normal working hours.
7.4 Monitoring and Remote Access
Client authorizes Wizcom to install and use remote monitoring, management, security, and backup agents on covered systems, and to access covered systems remotely as needed to perform the Services. These tools remain the property of Wizcom or its licensors, and Wizcom will remove them at termination once the account is current.
7.5 Exclusions
Unless a Statement of Work expressly includes them, the Services do not include: repair of damage caused by misuse, accident, power events, or environmental conditions; support for hardware past manufacturer end-of-life or software past vendor end-of-support; remediation of problems caused by changes made by Client or third parties without Wizcom's involvement; data recovery beyond restoring from backups Wizcom manages; training; custom development; and compliance certification or attestation on Client's behalf.
8. Third-Party Products, Software & Cloud Services
8.1 Procurement
Where Wizcom procures Third-Party Products for Client, Wizcom acts as a reseller or purchasing agent. Title to hardware passes to Client on payment in full. Risk of loss passes on delivery to Client's location. Special-order, opened, or licensed items are non-returnable except as the manufacturer permits, and any restocking fee charged to Wizcom is passed through to Client.
8.2 Licenses and Subscriptions
Software, subscriptions, and cloud services are governed by the manufacturer's or provider's license agreement or terms of service, which Client accepts by using the product. Subscription terms, minimum commitments, and cancellation rules set by the provider (for example, annual Microsoft 365 commitments) apply to Client, and Client remains responsible for those fees for the committed period regardless of termination of the Agreement.
8.3 Warranties
Third-Party Products carry only the warranty provided by their manufacturer or provider. Wizcom will assist Client in making warranty claims but does not itself warrant Third-Party Products. Wizcom is not responsible for defects, outages, data loss, or security failures in Third-Party Products or in services delivered by carriers, hosting providers, or cloud platforms.
8.4 Shared Responsibility for Cloud Services
Cloud platforms operate under a shared-responsibility model in which the provider secures the platform and the customer remains responsible for its own data, identities, configurations, and backups. Client acknowledges this model. Unless backup of a cloud service is expressly included in Client's Services, Client is responsible for retaining independent backups of data held in cloud services, including Microsoft 365, Google Workspace, and similar platforms.
9. Client Data, Backup & Security
9.1 Ownership
Client owns all Client Data. Wizcom acquires no rights in Client Data other than the limited right to access, store, and process it as needed to perform the Services and comply with law.
9.2 Backup and Recovery
9.2.1 Where backup services are included in Client's Services, Wizcom will configure and monitor backups of the systems and data identified in the Statement of Work according to the retention schedule stated there, and will perform periodic restore tests at the frequency stated there.
9.2.2 Client acknowledges that no backup method guarantees recovery of every file in every circumstance, and that recovery point and recovery time depend on the backup configuration Client has purchased. Systems, locations, and data not identified in the Statement of Work are not backed up by Wizcom.
9.2.3 Before any project that modifies servers, storage, or line-of-business applications, Client is responsible for confirming that a current backup exists, unless Wizcom has expressly included pre-project backup in the Statement of Work.
9.3 Security Measures
Wizcom maintains administrative, technical, and physical safeguards appropriate to the Services, including access controls, encryption of credentials, and secure handling of Client credentials. Wizcom will implement the security controls included in Client's Services, but no set of controls can prevent every attack. Wizcom does not guarantee that Client's environment will be free from intrusion, malware, ransomware, or data loss.
9.4 Security Incidents
Each Party will notify the other without undue delay, and in any event within 24 hours, after confirming a security incident that affects Client Data or systems Wizcom manages. Incident response work beyond the scope of Client's Services is billed at Wizcom's current rates unless an incident response retainer is in place.
9.5 Regulated Data
If Client's environment contains data subject to specific regulatory requirements (for example HIPAA, PCI DSS, GLBA, or state privacy laws), Client will identify those requirements in writing before the Services begin. Any required addendum (such as a Business Associate Agreement) must be executed separately. Compliance with those regulations remains Client's responsibility; Wizcom's role is limited to the controls described in the Statement of Work.
9.6 Data Retention After Termination
Wizcom will retain backup data and monitoring records for 30 days after termination to allow retrieval, after which they may be permanently deleted. Extended retention is available at Wizcom's current rates.
10. Intellectual Property
10.1 Deliverables
10.1.1 On payment in full of all fees for the applicable engagement, Client owns the Deliverables created specifically for Client, including website content, custom code written for Client, designs, and documentation, and Wizcom assigns to Client its rights in those Deliverables.
10.1.2 For software and web projects, Wizcom will install the Deliverables on Client's server or hosting environment and, on request, provide the source files by digital delivery.
10.2 Wizcom Pre-Existing Materials
Wizcom retains all rights in its pre-existing and independently developed tools, templates, libraries, scripts, frameworks, utilities, methodologies, algorithms, and know-how ("Wizcom Materials"), including any that are incorporated in a Deliverable. To the extent Wizcom Materials are incorporated in a Deliverable, Wizcom grants Client a perpetual, non-exclusive, royalty-free license to use and modify them as part of that Deliverable. Wizcom remains free to use similar or identical techniques, code structures, and coding styles for other clients.
10.3 Client Materials
All content, data, existing code, trademarks, and other materials Client provides remain Client's property. Client grants Wizcom a limited license to use them solely to perform the Services, and represents that it has the right to provide them.
10.4 Third-Party and Open Source Components
Deliverables may include third-party or open source components (for example WordPress, themes, plugins, and libraries) that remain subject to their own licenses. Wizcom will identify any open source component whose license would require Client to disclose its own proprietary code and will not include such a component without Client's written consent.
10.5 Retention Until Paid
Ownership transfers on full payment
Until all fees for an engagement are paid in full, Wizcom retains ownership of the Deliverables and Client may not distribute, sublicense, or transfer them. Wizcom may suspend hosting, disable access to Deliverables, or withhold source files for accounts that are past due.
10.6 Portfolio Use
Unless Client objects in writing, Wizcom may identify Client as a client and may display non-confidential Deliverables (such as a public website) in its portfolio and marketing materials.
11. Confidentiality
11.1 Each Party will hold the other Party's Confidential Information in confidence, use it only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to employees, contractors, and advisors who need to know it and are bound by obligations at least as protective as these.
11.2 Confidential Information does not include information that is or becomes public through no fault of the receiving Party, was already known to the receiving Party, is independently developed without use of the disclosing Party's information, or is rightfully received from a third party without restriction.
11.3 A Party may disclose Confidential Information when required by law or court order, provided it gives the other Party prompt notice where legally permitted and discloses only what is required.
11.4 These obligations continue for five (5) years after termination, and for trade secrets for as long as they remain trade secrets under applicable law. On termination or written request, each Party will return or destroy the other's Confidential Information, except for one archival copy retained for legal compliance and backup copies that are deleted in the ordinary course.
11.5 Client credentials, network documentation, and security configurations that Wizcom creates or holds are Confidential Information of Client, and Wizcom's internal tooling, pricing, and methodologies are Confidential Information of Wizcom.
12. Warranties & Disclaimers
12.1 Wizcom Warranties
Wizcom warrants that: (a) it has the authority to enter into the Agreement; (b) the Services will be performed in a professional and workmanlike manner; (c) its personnel will have the qualifications reasonably necessary for the Services; and (d) to Wizcom's knowledge, the Deliverables as delivered will not infringe any third party's U.S. intellectual property rights.
12.2 Service Warranty and Remedy
If Services fail to conform to the warranty in Section 12.1(b), and Client notifies Wizcom in writing within 30 days after performance, Wizcom will re-perform the non-conforming Services at no charge. If Wizcom cannot correct the non-conformity within a reasonable time, Wizcom will refund the fees paid for the non-conforming Services. This is Client's exclusive remedy for breach of the service warranty.
12.3 Client Warranties
Client warrants that: (a) it has the authority to enter into the Agreement; (b) the information and materials it provides are accurate and do not infringe third-party rights; (c) it has obtained all consents needed to give Wizcom access to its systems, data, and premises; and (d) its use of the Services and Deliverables will comply with applicable law. Wizcom is held harmless from any claim arising from statements made in Client's marketing, advertising, or website content.
12.4 Disclaimer
Warranty disclaimer
EXCEPT AS EXPRESSLY STATED IN THIS SECTION 12, WIZCOM MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WIZCOM DOES NOT WARRANT THAT THE SERVICES OR ANY SYSTEM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL THREATS, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT ANY PARTICULAR BUSINESS RESULT WILL BE ACHIEVED.
13. Limitation of Liability
13.1 Cap
EXCEPT FOR THE EXCLUSIONS IN SECTION 13.3, WIZCOM'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY CLIENT TO WIZCOM FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.
13.2 Exclusion of Consequential Damages
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.3 Exclusions
The limitations in Sections 13.1 and 13.2 do not apply to: (a) a Party's breach of Section 11 (Confidentiality); (b) a Party's indemnification obligations under Section 14; (c) a Party's gross negligence, fraud, or willful misconduct; or (d) Client's obligation to pay fees.
13.4 Third-Party Products and Client Decisions
Wizcom is not liable for loss caused by Third-Party Products, carriers, hosting or cloud providers, or by Client's decision to decline a written recommendation from Wizcom regarding security, backup, hardware replacement, or software upgrades.
Allocation of risk
The fees reflect this allocation of risk. These limitations apply even if a limited remedy fails of its essential purpose, and they form an essential basis of the bargain between the Parties.
14. Indemnification
14.1 By Wizcom
Wizcom will defend, indemnify, and hold harmless Client and its officers, directors, and employees from third-party claims, and the resulting damages, costs, and reasonable attorneys' fees, to the extent arising from: (a) a claim that a Deliverable, as delivered by Wizcom and used as permitted, infringes a third party's U.S. patent, copyright, trademark, or trade secret; or (b) Wizcom's gross negligence or willful misconduct. If a Deliverable is or is likely to become subject to an infringement claim, Wizcom may, at its option, procure the right for Client to continue using it, modify or replace it with a non-infringing equivalent, or, if neither is commercially practical, accept its return and refund the fees paid for it.
14.2 By Client
Client will defend, indemnify, and hold harmless Wizcom and its officers, directors, employees, and contractors from third-party claims, and the resulting damages, costs, and reasonable attorneys' fees, to the extent arising from: (a) Client Data or materials Client provides; (b) Client's use of the Services or Deliverables in violation of the Agreement or applicable law; (c) Client's marketing, advertising, or website content; (d) modification of a Deliverable by anyone other than Wizcom, or combination of a Deliverable with products or services not provided by Wizcom, where the claim would not have arisen without the modification or combination; (e) unlicensed software in Client's environment; or (f) Client's breach of the Agreement.
14.3 Procedure
The indemnified Party will give prompt written notice of the claim, allow the indemnifying Party to control the defense and settlement (provided no settlement imposes obligations on the indemnified Party without its consent), and provide reasonable cooperation at the indemnifying Party's expense. The indemnified Party may participate with its own counsel at its own cost.
15. Non-Solicitation of Personnel
15.1 During the term of the Agreement and for twelve (12) months after it ends, neither Party will directly or indirectly solicit for employment or engagement any employee or contractor of the other Party who performed or received Services under the Agreement, without the other Party's prior written consent. General advertisements not targeted at the other Party's personnel do not violate this Section.
15.2 If a Party hires or engages the other Party's personnel in violation of this Section, it will pay the other Party a placement fee equal to 50% of that individual's annualized compensation at the time of hire, which the Parties agree is a reasonable estimate of recruiting and training costs and not a penalty.
16. Governing Law & Dispute Resolution
16.1 Governing Law
The Agreement is governed by the laws of the State of Michigan without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.2 Negotiation
Before starting any formal proceeding, the Parties will attempt in good faith to resolve any dispute through discussion between their Authorized Representatives, and then between senior management, for at least thirty (30) days after written notice of the dispute.
16.3 Binding Arbitration
16.3.1 Any dispute not resolved under Section 16.2 will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator with experience in technology services, seated in Macomb County, Michigan. Judgment on the award may be entered in any court of competent jurisdiction.
16.3.2 Either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property without first arbitrating, and Wizcom may bring an action to collect undisputed unpaid fees in the state or federal courts located in Macomb County, Michigan, to which Client consents.
16.4 Fees and Costs
In any arbitration or proceeding to enforce the Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs.
17. General Provisions
17.1 Entire Agreement
The Agreement is the entire agreement between the Parties about its subject matter and supersedes all prior proposals, agreements, and understandings, oral or written. Wizcom may update these Terms for future engagements by providing the updated Terms with a new Proposal; updated Terms apply only to Services accepted after they are provided.
17.2 Amendments and Waiver
Amendments must be in writing and accepted by both Parties' Authorized Representatives. A Party's failure or delay in enforcing any provision is not a waiver of that provision or of any other right.
17.3 Severability
If any provision is held invalid or unenforceable, it will be limited or eliminated to the minimum extent necessary, and the remaining provisions remain in full force.
17.4 Assignment
Neither Party may assign the Agreement without the other's written consent, not to be unreasonably withheld, except that either Party may assign it to a successor in a merger, acquisition, or sale of substantially all of its assets that assumes the assigning Party's obligations.
17.5 Subcontractors
Wizcom may use qualified subcontractors and vendor partners to perform parts of the Services and remains responsible for their work. Subcontractors with access to Client Confidential Information are bound by confidentiality obligations at least as protective as Section 11.
17.6 Independent Contractor
Wizcom is an independent contractor. Nothing in the Agreement creates an employment, agency, partnership, or joint venture relationship.
17.7 Force Majeure
Neither Party is liable for failure or delay in performance (other than payment obligations) caused by a Force Majeure Event, provided it notifies the other Party promptly, mitigates the effects, and resumes performance as soon as practicable. If a Force Majeure Event continues for more than ninety (90) days, either Party may terminate the affected Services on written notice.
17.8 Notices
Notices must be in writing and are effective when delivered personally, one Business Day after dispatch by overnight courier, three Business Days after mailing by certified mail, or when sent by email with confirmed receipt, to the addresses below or as later updated by notice.
If to Wizcom:
Wizcom Limited
Attn: Billing
24025 Greater Mack Ave, Ste 200
Saint Clair Shores, MI 48080
Email: billing@wizcomltd.com
If to Client:
To the notice contact and address stated in the applicable Proposal, Quote, or Statement of Work or, if none is stated, to the billing contact and address on Client's most recent invoice.
17.9 Counterparts and Electronic Signatures
The Agreement may be signed in counterparts, and electronic signatures (including through Odoo Sign, DocuSign, or similar platforms) are as effective as original signatures.
17.10 Headings and Interpretation
Headings are for convenience only. "Including" means "including without limitation." No rule of construction against the drafter applies.
18. Acceptance & Version
18.1 Acceptance
No signature on these Terms is required. Client accepts these Terms in any of the ways described in Section 1.2: by signing a Proposal, Quote, or Statement of Work that references them; by issuing a purchase order, written approval, or email authorization for Services; by paying an invoice for Services; or by allowing Wizcom to begin work. The person accepting on Client's behalf confirms that they have authority to bind Client.
18.2 Questions
Questions about these Terms may be directed to billing@wizcomltd.com or (586) 533-2081.
18.3 Version History
Version 1.1, effective June 1, 2025. The current version is always available at portal.wizcomltd.com/terms. Under Section 17.1, an updated version applies only to Services accepted after it is provided.