Terms and Conditions

These Terms and Conditions ("Terms") constitute a binding agreement between you and Wisfig ("Wisfig," "we," "us," or "our"), a business operating from 2272 Sierra Meadows Dr, Ste B, Rocklin, CA 95677. By accessing or using the Wisfig website located at wisfig.com, or by engaging Wisfig to perform any web design, SEO, or related digital marketing services, you acknowledge that you have read, understood, and agree to be bound by these Terms, along with any additional agreements, proposals, or Scope of Work documents incorporated by reference.

If you do not agree to these Terms, you should not use this website or engage Wisfig's services. Your continued use of the website or your engagement of services after these Terms are posted confirms your acceptance of them.

These Terms apply to all visitors, users, and clients who access the website or enter into a service engagement with Wisfig, whether as an individual, business, or authorized representative of a business. Where a separate signed agreement or Scope of Work exists between you and Wisfig for specific services, that document governs the particulars of the engagement, and these Terms apply to all other aspects of your relationship with Wisfig not otherwise addressed.

These Terms govern engagements for the services Wisfig generally offers, which may include web design (including WordPress-based business websites and e-commerce websites), search engine optimization (SEO) services, Google Business Profile optimization, and other related digital marketing services. Reference to these service categories in this document is descriptive only and does not constitute an offer, guarantee, or commitment to perform any specific service for any particular visitor or client.

The specific services to be performed for a client, including deliverables, timelines, technical specifications, and any limitations on scope, will be set forth in a separate written proposal, order form, or Scope of Work ("SOW") agreed to by Wisfig and the client. In the event of any conflict between these Terms and a signed SOW or proposal, the terms of the SOW or proposal govern the specific services described in it, and these Terms continue to apply to all other aspects of the engagement.

Services not expressly identified in a signed SOW or proposal are outside the scope of the engagement. Any request for additional services, revisions, or deliverables beyond those described in the applicable SOW may require a separate written agreement or amendment. Wisfig reserves the right to decline to perform work that falls outside an agreed scope or that it determines, in its reasonable judgment, is not feasible or appropriate.

Nothing in these Terms or in any proposal or SOW constitutes a guarantee of specific business outcomes, including but not limited to website traffic levels, search engine rankings, lead volume, or revenue. Digital marketing results are influenced by factors outside Wisfig's control.

Successful completion of any project depends on timely cooperation from the client. By engaging Wisfig's services, you agree to provide reasonably prompt feedback, approvals, and sign-offs at each stage of the project as requested. Where a Scope of Work or proposal specifies response windows for reviewing deliverables, those windows apply; absent a specified window, you agree to respond to requests for feedback or approval within a reasonable time.

You are responsible for supplying the materials reasonably necessary for Wisfig to perform the agreed services, which may include website content, copy, images, logos, branding assets, product or service information, and any other materials required for the project. You represent that any materials you provide are either owned by you, properly licensed to you, or otherwise lawful for Wisfig to use in connection with your project, and you agree to indemnify Wisfig against claims arising from materials you supply.

Where a project requires access to third-party platforms or accounts, including but not limited to web hosting, domain registrars, content management systems, Google Business Profile, Google Analytics, Google Search Console, or advertising accounts, you agree to provide Wisfig with timely and appropriate access credentials or administrative permissions needed to perform the agreed services.

If you fail to provide required feedback, approvals, materials, or account access within a reasonable time, or within any timeframe specified in an applicable Scope of Work, Wisfig may pause work on the affected deliverables. Project timelines, launch dates, and delivery schedules are based on the assumption of timely client cooperation, and Wisfig is not responsible for delays resulting from a client's failure to meet these obligations. Wisfig reserves the right to adjust project timelines, and where applicable, fees, to account for such delays.

Fees for web design, SEO, Google Business Profile optimization, and other services are set forth in the applicable proposal, order form, or Scope of Work ("SOW") agreed to between you and Wisfig. These Terms govern the general payment framework for all engagements; specific amounts, payment schedules, and billing frequency (including any deposit, milestone-based, or recurring monthly structure) are as stated in your signed SOW or invoice.

Invoices are issued according to the schedule identified in your SOW or proposal and are due upon receipt unless another due date is specified on the invoice itself. You are responsible for reviewing each invoice promptly and notifying Wisfig in writing of any disputed charge within a reasonable time of receipt.

• Service fees: Charged according to the pricing and structure identified in your signed proposal or SOW.
• Payment schedule: Deposit, milestone, or recurring payment terms are defined in the applicable SOW; work on a given deliverable may not begin or continue until associated payments are received.
• Late payments: Accounts not paid by the applicable due date may be considered past due. Wisfig may apply late fees or interest on overdue balances as disclosed in the applicable invoice or SOW, and may suspend ongoing work, hosting, or support services until the account is brought current.
• Refunds: Fees paid for services already performed, including design, development, content, SEO work, or strategy time, are generally non-refundable. Any refund eligibility for undelivered work is addressed in the applicable SOW or proposal.
• Third-party costs: Expenses such as domain registration, web hosting, premium plugins or themes, stock assets, or advertising spend placed on your behalf with third-party platforms are separate from Wisfig's service fees. These costs are either billed to you directly by the third party or passed through and itemized on your Wisfig invoice, as specified in your SOW.

Continued non-payment of amounts due may result in suspension or termination of services, as described further in the Term and Termination section of these Terms, without relieving you of the obligation to pay amounts already owed for work performed.

Upon receipt of full and final payment for the applicable project, Wisfig assigns to you ownership of the final, deployed website or other agreed-upon deliverables created specifically for your project under the applicable Scope of Work, including the final design files, final website code as deployed, and content created specifically for you as part of the engagement. Ownership of these deliverables does not transfer until payment in full has been received; until that time, all work product remains the property of Wisfig.

Any content, materials, logos, trademarks, product information, or other assets that you supply to Wisfig for use in your project remain your property. You retain all rights, title, and interest in your own pre-existing content, trademarks, and brand assets, and Wisfig claims no ownership interest in them.

Wisfig retains ownership of its pre-existing tools, frameworks, templates, proprietary code libraries, design components, methodologies, and other intellectual property that existed prior to, or were developed independently of, your specific project, even where such tools or components are incorporated into your final deliverable. To the extent any such pre-existing Wisfig tools or proprietary elements remain embedded in your final website or deliverable, Wisfig grants you a non-exclusive, non-transferable license to continue using them solely as part of your delivered website or deliverable for your own business purposes.

Wisfig also retains the right to reuse general techniques, know-how, and non-client-specific processes developed or refined in the course of providing services, provided that doing so does not disclose your confidential information or reproduce content created specifically and exclusively for you.

Nothing in this section transfers ownership of any third-party software, plugins, themes, stock assets, or platforms licensed (rather than created) as part of your project; your rights to use such third-party components are governed by the applicable third-party license terms, not by this agreement.

In the course of providing services, Wisfig and the client may each have access to confidential or proprietary information belonging to the other party, including but not limited to business strategies, financial information, website analytics, login credentials, marketing plans, and other non-public materials exchanged in connection with the engagement ("Confidential Information"). Both parties agree to use Confidential Information solely for purposes of performing or receiving the agreed services, to protect it with reasonable care, and not to disclose it to third parties without the disclosing party's prior consent, except as required by law or by a signed Scope of Work.

This confidentiality obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, was already lawfully known to the receiving party prior to disclosure, or is independently developed without reference to the other party's Confidential Information. This section does not create an obligation beyond the duration of the engagement and any post-termination period specified in a signed Scope of Work.

Wisfig includes a client exclusivity clause in its service contracts: for the duration of an active engagement, Wisfig will not provide the same or substantially similar web design, SEO, or related digital marketing services to a direct competitor of the client within the client's defined service area. The specific geographic range of this exclusivity, generally between 30 and 100 miles, is determined based on the client's own service area and is documented in the applicable signed Scope of Work or proposal rather than fixed uniformly across all engagements.

The exclusivity commitment described in this section applies only for the term of the active service agreement between Wisfig and the client and does not extend to clients or prospective clients outside the geographic range identified in the governing Scope of Work. Upon termination or expiration of the engagement, Wisfig's exclusivity obligation with respect to that client's service area also ends, unless otherwise stated in a signed agreement.

The Wisfig website and all services are provided on an "as is" and "as available" basis. Except for any express commitments stated in a signed proposal or Scope of Work, Wisfig makes no warranties, express or implied, regarding the website or services, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation. Wisfig does not warrant that the website will be free of defects, that any website or software it builds will be free of bugs or vulnerabilities, or that any third-party platform, plugin, or hosting environment integrated into a deliverable will operate without interruption.

Wisfig does not guarantee specific business outcomes from web design, SEO, Google Business Profile optimization, or any related service. This includes, without limitation, any guarantee of search engine rankings, placement positions, organic traffic levels, lead volume, conversion rates, or revenue. Search engine algorithms, platform policies, market conditions, and competitor activity are outside Wisfig's control, and results reported in any proposal, case study, or discussion are illustrative of past engagements rather than a promise of comparable results for any other client.

To the fullest extent permitted by applicable law, Wisfig and its owners, employees, and contractors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, or loss of goodwill, arising out of or related to your use of the website, your engagement of services, or these Terms, even if Wisfig has been advised of the possibility of such damages.

To the fullest extent permitted by applicable law, Wisfig's total cumulative liability arising out of or related to any claim connected to the website or services, whether based in contract, tort, negligence, strict liability, or any other legal theory, shall not exceed the total amount actually paid by you to Wisfig for the specific services giving rise to the claim, as set forth in the applicable signed proposal or Scope of Work.

You agree to indemnify, defend, and hold harmless Wisfig and its owners, employees, and contractors from and against any claims, damages, losses, liabilities, and reasonable expenses (including attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) content, materials, or instructions you provide to Wisfig for use in your project; (c) your use of the website or any deliverable in violation of applicable law; or (d) your violation of any third party's rights, including intellectual property rights, in connection with your project.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the limitations described in this section may not apply to you to the extent prohibited by applicable law. In such cases, Wisfig's liability is limited to the minimum extent permitted under applicable law.

The term of any engagement between you and Wisfig begins on the effective date stated in the applicable signed proposal or Scope of Work ("SOW") and continues for the duration specified in that document, whether structured as a fixed-term project, a recurring monthly service arrangement, or an ongoing engagement that renews until terminated by either party as described below. Where a SOW does not state a specific end date, the engagement continues on a month-to-month or project basis until completed or terminated in accordance with this section.

Wisfig may terminate an engagement for cause, effective immediately upon written notice, if you fail to pay amounts due after notice of a past-due balance, materially breach these Terms or an applicable SOW and fail to cure that breach within a reasonable period after written notice, fail to provide access, approvals, or materials necessary for Wisfig to perform the agreed services for an extended period, or use Wisfig's services or deliverables for an unlawful purpose. You may terminate an engagement for cause if Wisfig materially breaches these Terms or an applicable SOW and fails to cure that breach within a reasonable period after written notice.

Either party may also terminate an ongoing or recurring engagement for convenience, without cause, by providing written notice to the other party. The notice period for termination for convenience is as stated in your signed SOW or proposal; where no specific notice period is set out in that agreement, the parties will provide reasonable advance written notice sufficient to allow for an orderly transition of outstanding work, account access, and deliverables. Fixed-scope projects billed on a milestone basis may instead be governed by the completion and cancellation terms stated in the applicable SOW.

Upon termination of an engagement for any reason, you remain responsible for payment of all fees for services performed and expenses incurred up to the effective date of termination, including work in progress on the notice date. Wisfig will invoice for any outstanding balance, which is due according to the payment terms described in the Fees and Payment section of these Terms. Any deposit, retainer, or prepaid amount for services not yet performed will be handled according to the refund terms in your signed SOW or proposal; amounts attributable to work already completed are non-refundable.

Upon termination, Wisfig will reasonably cooperate in transferring account access, final deliverables for which payment in full has been received, and other materials necessary for you to continue operating your website or marketing accounts, provided your account is current. Sections of these Terms that by their nature are intended to survive termination, including but not limited to payment obligations for services already rendered, intellectual property ownership as it applies to amounts already paid, confidentiality obligations in effect at the time of termination, and limitation of liability, continue to apply after the engagement ends.

These Terms, and any dispute or claim arising out of or in connection with them, the Wisfig website, or any services performed by Wisfig, are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

You and Wisfig agree that any legal action, suit, or proceeding arising out of or relating to these Terms, the website, or any engagement for services shall be brought exclusively in the state courts located in Placer County, California, or, where federal jurisdiction is required or available, in the federal district court with jurisdiction over Placer County, California. You and Wisfig each consent to the personal jurisdiction of these courts and waive any objection to venue on the grounds of inconvenient forum.

Before initiating formal legal proceedings, the parties agree to first attempt in good faith to resolve any dispute through direct discussion between authorized representatives of each party. Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction where necessary to protect confidential information or intellectual property rights.

If any provision of this Governing Law and Disputes section is found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will continue in full force and effect.

Wisfig reserves the right to revise, update, or otherwise modify these Terms and Conditions at any time, at its sole discretion. Changes may be made to reflect updates to our services, changes in applicable law, or improvements to how we describe our business practices. When we make changes, we will update these Terms on this page and revise the effective date to reflect the date of the most recent revision.

We encourage you to review these Terms periodically so that you remain aware of the current version governing your use of the website and any services you have engaged or may engage from Wisfig. Your continued use of the Wisfig website, or your continued engagement of Wisfig's services, after any revised Terms are posted constitutes your acceptance of the updated Terms. If you do not agree with a revision, your recourse is to discontinue use of the website and, where applicable, to address the matter under the termination provisions of your signed Scope of Work or proposal.

Where a signed Scope of Work, proposal, or other written agreement between you and Wisfig contains terms that conflict with a later revision of this general Terms and Conditions page, the terms of your signed agreement control for the specific services it covers, unless that agreement is also amended in writing by both parties.