Terms of Service

1. Definitions

• Customer or you means the person or entity accepting these terms or contracting for services.
• Services means consulting, managed IT, cybersecurity, cloud, continuity, compliance, or related services provided by Smart Biz iT.
• SOW means a statement of work describing specific services, deliverables, timelines, and fees.
• Agreement means these terms together with any signed SOW, order form, quotation, or other governing document.

2. Acceptance and scope

• These terms apply to all services provided by Smart Biz iT unless a written agreement signed by both parties states otherwise.
• A separate SOW or service agreement will describe the specific scope, prices, service levels, and acceptance criteria for each engagement.
• Additional or different terms proposed by a customer do not apply unless accepted by Smart Biz iT in writing.

3. Client responsibilities

To enable delivery of services, customers must:

• Provide factual information, decisions, and approvals in a timely manner.
• Designate an executive sponsor and technical contact with appropriate authority.
• Provide properly scoped administrative or read access to systems, accounts, and data needed for delivery.
• Maintain appropriate backups unless Smart Biz iT is expressly engaged to provide backup services.
• Ensure all required rights and consents exist for third-party software, data, and content supplied to Smart Biz iT.

Failure to meet these responsibilities may delay services and may result in additional fees.

4. Service agreements, SOWs, and changes

• Each engagement is governed by an applicable SOW or service agreement that defines scope, deliverables, pricing, acceptance criteria, and any service levels.
• Scope changes require a written change order. Work outside the agreed scope is billable at applicable rates.
• Smart Biz iT may use subcontractors or third-party providers and remains responsible for their work as provided by the applicable agreement.

5. Fees, invoices, and payment

• Fees are stated in the applicable SOW. Recurring services are billed monthly in advance unless the SOW states otherwise.
• Payment is due within the period stated on the invoice. Late balances may accrue interest at 1.5% per month or the maximum lawful rate, plus collection costs.
• Unless an SOW states otherwise, fees are non-refundable except where a specific written guarantee applies.
• Customers are responsible for applicable transaction taxes other than taxes on Smart Biz iT net income.

6. Term, renewal, and termination

• The service term and any renewal or convenience-termination rights are defined in the applicable SOW.
• Smart Biz iT may suspend or terminate services for non-payment, material breach, unlawful activity, or an urgent security risk.
• On termination, customers must pay for completed work and non-cancellable third-party commitments entered on their behalf.
• Confidential information will be returned or destroyed as agreed and subject to applicable retention obligations.

7. Intellectual property

• Smart Biz iT retains ownership of its pre-existing and developed templates, tools, methodologies, reports, and other intellectual property, excluding customer materials and specifically licensed components.
• Subject to full payment, the customer receives a worldwide, non-exclusive, non-transferable license to use deliverables for internal business purposes.
• Customers grant Smart Biz iT a limited license to use supplied marks and materials as necessary to perform services. Client identification in marketing may occur unless the customer requests otherwise.

8. Confidentiality

• Each party will protect the other party’s non-public business information disclosed in connection with services.
• Confidential information excludes information that is public, independently developed, or lawfully received from a third party without restriction.
• Confidential information may be used only to perform the agreement and shared only with people who need it and are subject to confidentiality obligations.

9. Data protection and privacy

• Personal information is processed as described in the Privacy Policy.
• Customers are responsible for the lawfulness of data supplied to Smart Biz iT and for obtaining required consents.
• A data processing addendum may be executed when Smart Biz iT processes personal information on a customer’s behalf.
• Smart Biz iT will notify the customer without undue delay after becoming aware of a security incident affecting customer data and will cooperate on remediation and legally required notifications.

10. Security obligations

• Smart Biz iT maintains reasonable administrative, technical, and physical safeguards appropriate to the services, including encryption in transit, access controls, and incident response processes.
• Customers must follow reasonable security requirements for delivery, including properly scoping access, protecting credentials, and maintaining backups where applicable.

11. Warranties and disclaimers

• Smart Biz iT warrants that services will be performed professionally and in a workmanlike manner consistent with applicable industry standards.
• Except for express written warranties, other warranties are excluded to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

12. Limitation of liability

• Liability for direct damages arising from the agreement will not exceed fees paid to Smart Biz iT under the applicable SOW during the 12 months before the event giving rise to liability.
• Smart Biz iT is not liable for indirect, consequential, special, punitive, or lost-profit damages, even if foreseeable, except where prohibited by law.
• These limits do not apply to gross negligence, willful misconduct, death or bodily injury, or liabilities that cannot legally be excluded.

13. Indemnification

By the customer

The customer agrees to defend, indemnify, and hold Smart Biz iT harmless from liabilities, losses, and expenses arising from customer breach, misuse of services, illegal content, or failure to obtain rights in supplied materials.

By Smart Biz iT

Smart Biz iT will defend and indemnify the customer against third-party claims that Smart Biz iT deliverables, as provided, infringe copyright, provided prompt notice is given and Smart Biz iT controls the defense. This obligation does not apply to customer specifications, third-party components, or continued infringement after notice.

14. Force majeure

Neither party is responsible for delay or failure caused by events beyond reasonable control, including natural events, labor actions, outages, pandemics, government actions, or third-party service failures. The affected party will provide notice and take reasonable mitigation steps.

15. Third-party tools and links

• Third-party tools and services are governed by their own terms and privacy policies. Smart Biz iT is not responsible for third-party services selected by the customer.
• When third-party services are resold, available third-party warranties are passed through and the customer must accept applicable license terms.

16. Suspension and termination for convenience

• Recurring services may be terminated as stated in the SOW.
• Services may be suspended for non-payment or material breach after applicable notice.
• On suspension or convenience termination, the customer remains responsible for delivered services and non-cancellable third-party commitments.

17. Dispute resolution and governing law

• The parties will first attempt good-faith negotiation and escalation to senior representatives. If unresolved within 30 days, the parties will attempt mediation in Michigan.
• These terms are governed by Michigan law without regard to choice-of-law principles.
• State and federal courts in Wayne County, Michigan have exclusive jurisdiction for disputes proceeding to litigation.

18. Amendments and updates

These terms may be updated periodically. The last-updated date will reflect material changes. Continued use of the website or services after changes indicates acceptance of the revised terms.

19. Severability and assignment

• If a provision is held unenforceable, the remaining provisions remain effective.
• Customers may not assign rights or obligations without prior written consent. Smart Biz iT may assign the agreement in connection with a sale or reorganization.

20. Notices

Notices under these terms must be in writing and delivered to the addresses on file or to support@smartbizit.com. Notices are effective when received.

21. Entire agreement

These terms, together with applicable SOWs, order forms, and the Privacy Policy, constitute the complete agreement regarding the services and supersede prior understandings on the same subject.

22. Contact us