Terms and Conditions

Last updated: November 29, 2025

Welcome. These Terms and Conditions (“Terms”) govern your use of SmartBizIT.com and the services we provide under the name Smart Biz iT Solutions, LLC dba Smart Biz iT (“Smart Biz iT,” “we,” “us,” or “our”). By accessing our website or engaging our services, you agree to these Terms. If you do not agree, do not use our website or services.

1. Definitions

“Customer” or “you” means the person or entity that accepts these Terms or contracts for services with Smart Biz iT.
“Services” means any consulting, managed IT, cybersecurity, cloud, continuity or related services we provide.
“SOW” means a Statement of Work that describes specific services, deliverables, timelines and fees.
“Agreement” means these Terms together with any SOW, order form, quotation or other document we sign with you.

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, SLAs and acceptance criteria for each engagement.
No additional or different terms proposed by you will apply unless we agree in writing.

3. Client responsibilities

To enable us to provide Services you must:

Provide factual information, decisions and approvals in a timely manner.
Designate an executive sponsor and a technical contact with authority to approve and provide access.
Provide administrative read access to systems, accounts and data necessary to deliver Services.
Maintain appropriate backups of your systems and data unless we are expressly engaged to perform backup services.
Ensure you have all rights and consents for any third-party software, data or content you provide.
Failure to meet these responsibilities may delay Services and may incur additional fees.

4. Service agreements, SOWs and changes

Each engagement will be governed by a SOW or Service Agreement. The SOW will include scope, deliverables, pricing, acceptance criteria and any SLAs.
Changes to scope are handled by written change orders. Work performed outside the agreed scope is billable at our standard rates.
We may engage subcontractors or third-party providers to perform services. We remain responsible for their work.

5. Fees, invoices and payment

Fees are set out in the SOW. For recurring services we bill monthly in advance unless the SOW states otherwise.
Payment is due within the period stated on the invoice. Late payments may be subject to interest at 1.5% per month or the maximum allowed by law, plus collection costs.
Unless the SOW states otherwise, fees are non-refundable except as specifically provided (for example, our Snapshot clarity guarantee).
You are responsible for any taxes related to purchases, other than taxes on our net income.

6. Term, renewal and termination

The term is set in the SOW. For ongoing services, either party may terminate for convenience with the notice period stated in the SOW.
We may suspend or terminate Services immediately if you fail to pay, materially breach the Agreement, commit unlawful acts, or create an urgent security risk.
On termination you must pay for work performed and any non-cancellable third-party commitments we entered on your behalf. On expiration or termination we will return or destroy your confidential information as agreed.

7. Intellectual property

Smart Biz iT retains ownership of all intellectual property we develop or provide during the engagement, including templates, tools, methodologies and reports, except for any Customer materials or specifically licensed components.
Subject to full payment, we grant you a worldwide, non-exclusive, non-transferable license to use deliverables for your internal business purposes.
You grant Smart Biz iT a limited license to use your logos, marks and materials as reasonably necessary to perform Services and to identify you as a client in marketing materials unless you ask us not to.

8. Confidentiality

Each party will keep confidential the other party’s non-public business information disclosed in connection with Services. Confidential information does not include information that is public, independently developed, or rightfully received from a third party without restriction.
Confidential information will be used only to perform the Agreement and disclosed only to those with a need to know, subject to confidentiality obligations.

9. Data protection and privacy

We process personal data as described in our Privacy Policy. You are responsible for the lawfulness of the data you supply to us and for obtaining any required consents.
If we process personal data on your behalf, a Data Processing Addendum can be executed to document roles, security measures and data subject rights procedures.
We will notify you without undue delay upon becoming aware of a security incident affecting your data and cooperate on remediation and any required notifications to regulators or data subjects.

10. Security obligations

We maintain reasonable administrative, technical and physical safeguards appropriate to the nature of the Services, including encryption in transit, access controls and incident response processes.
You must follow any reasonable security controls we require for delivery (such as removing credentials after use, maintaining backups, and ensuring access is properly scoped).

11. Warranties and disclaimers

We warrant that we will perform Services in a professional and workmanlike manner consistent with industry standards.
Except as expressly set out in these Terms, all 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

Our liability for direct damages arising out of or related to the Agreement will not exceed the fees you paid to Smart Biz iT under the applicable SOW in the 12 months preceding the event giving rise to liability.
In no event will Smart Biz iT be liable for indirect, consequential, special, punitive or lost profit damages, even if foreseeable or if we were advised of such damages, except where prohibited by law.
Nothing in this section limits liability for gross negligence, willful misconduct, death or bodily injury, or other liabilities that cannot be excluded by law.

13. Indemnification

By you: You agree to defend, indemnify and hold Smart Biz iT harmless from liabilities, losses and expenses arising from your breach, misuse of Services, illegal content, or failure to obtain rights in materials you provide.
By us: Smart Biz iT will defend and indemnify you against third-party claims that our deliverables, as provided, infringe a third party’s copyright, provided you notify us promptly and allow Smart Biz iT control of the defense. Our indemnity does not apply to items based on your specifications, third-party components, or where you continue infringing after notice.

14. Force majeure

Neither party is responsible for delays or failures caused by events beyond reasonable control, such as acts of nature, strikes, outages, pandemics, government actions, or third-party service failures. The affected party will notify the other and take reasonable steps to mitigate.

15. Third-party tools and links

We may recommend or use third-party tools and services. Those tools are subject to their own terms and privacy policies. We are not responsible for the performance or security of third-party services you choose to use.
If we resell third-party services, any warranties from the third party are passed through and you must accept the third party’s license terms.

16. Termination for convenience and suspension

Either party may terminate recurring services as set out in the SOW. We may suspend Services for non-payment or material breach after providing notice.
On suspension or termination for convenience you will pay for all Services provided and for any non-cancellable third-party commitments.

17. Dispute resolution and governing law

We will first try to resolve disputes by good-faith negotiation and escalation to senior representatives. If unresolved within 30 days, the parties will attempt mediation before a mediator in Michigan.
These Terms are governed by the laws of the State of Michigan without regard to choice-of-law rules. The state and federal courts located in Wayne County, Michigan have exclusive jurisdiction for disputes that are not subject to mediation or that proceed to litigation.

18. Amendments and updates

We may update these Terms from time to time. The “Last updated” date at the top will reflect material changes. Continued use of the website or services after changes indicates acceptance of the updated Terms.

19. Severability and assignment

If any provision is held unenforceable, the remaining provisions remain in effect.
You may not assign your rights or obligations without our prior written consent. We may assign the Agreement in connection with a sale or reorganization.

20. Notices

Any notice 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 any SOW, order form and our Privacy Policy, constitute the entire agreement between you and Smart Biz iT regarding the Services and supersede prior understandings.

22. Contact us

Smart Biz iT Solutions, LLC dba Smart Biz iT
Phone: (313) 774-3130
Email: support@smartbizit.com
Website: SmartBizIT.com

Thank you for trusting Smart Biz iT for your IT, security and compliance needs.

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