Last Updated: October 7, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether personally or on behalf of an entity, "you" or "Client") and Norman Frederick LLC ("we," "us," "our," or "Company") concerning your access to and use of our website (normanfrederick.com) and services.

By accessing our website or engaging our services, you agree that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not access our website or use our services.

We reserve the right to modify these Terms at any time. We will notify you of any changes by updating the "Last Updated" date. Your continued use of our services after such modifications constitutes your acceptance of the updated Terms.

2. Services

Norman Frederick LLC provides business technology consulting and implementation services, including but not limited to:

Business systems integration

Communications technology implementation and support

VoIP and unified communications solutions

Process automation and workflow optimization

Technology consulting and advisory services

Custom software integration and API development

The specific scope of services for each engagement will be defined in a separate Statement of Work, proposal, or service agreement.

3. Client Responsibilities

As a Client, you agree to:

Provide accurate, complete, and current information as required for service delivery

Provide timely access to systems, documentation, and personnel necessary for us to perform services

Maintain appropriate backups of your data and systems

Comply with all applicable laws and regulations

Notify us promptly of any issues, concerns, or changes that may affect service delivery

Pay all fees according to the agreed-upon terms

Maintain the confidentiality of any login credentials or access information we provide

4. Professional Services and Limitations

Best Efforts

We will perform all services in a professional and workmanlike manner consistent with industry standards. However, we cannot guarantee specific results or outcomes from our services.

Third-Party Products and Services

Our services may involve the implementation, configuration, or integration of third-party products and services. We are not responsible for:

The performance, availability, or functionality of third-party products

Changes made by third-party vendors to their products or services

Third-party licensing terms, fees, or restrictions

Support issues that are the responsibility of third-party vendors

Technology Limitations

Technology solutions may be subject to limitations including:

Internet or network connectivity requirements

Compatibility issues with existing systems

Changes in technology platforms or APIs

Force majeure events beyond our control

5. Fees and Payment

Service Fees

Fees for services will be specified in the applicable Statement of Work, proposal, or service agreement. Unless otherwise specified:

Consulting services are billed at our current hourly rates

Project-based work will be quoted in advance

Expenses (travel, materials, third-party services) may be billed separately

Payment Terms

Invoices are due within 30 days of the invoice date unless otherwise specified

Late payments may incur a service charge of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less

We reserve the right to suspend services for accounts more than 30 days past due

Estimates

Project estimates are based on the information provided and our best professional judgment. Actual costs may vary if:

Project scope changes or expands

Unforeseen technical challenges arise

Additional services are requested

Client-provided information was incomplete or inaccurate

We will notify you of any significant variances from estimates and obtain approval before proceeding.

6. Intellectual Property

Our Property

All materials, methodologies, processes, tools, and documentation created by us prior to or independent of your engagement remain our exclusive property.

Client Property

All data, materials, and information provided by you remain your property.

Work Product

Unless otherwise specified in writing:

Custom code, integrations, and configurations created specifically for you become your property upon full payment

General methodologies, templates, and tools used in delivering services remain our property

We retain the right to use general knowledge, skills, and experience gained during our engagement

License Grants

You grant us a limited license to access and use your systems, data, and materials solely as necessary to perform the contracted services.

7. Confidentiality

Mutual Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our engagement, including:

Business information and strategies

Technical information and system configurations

Customer data and business records

Pricing and financial information

Exceptions

Confidential information does not include information that:

Is or becomes publicly available through no breach of this agreement

Was rightfully known prior to disclosure

Is independently developed without use of confidential information

Must be disclosed pursuant to law or court order

Duration

Confidentiality obligations continue for three (3) years following termination of services, or indefinitely for information that constitutes a trade secret under applicable law.

8. Data Protection and Security

We implement reasonable administrative, technical, and physical security measures to protect Client data. However:

We are not responsible for unauthorized access resulting from Client's failure to maintain security of their own systems

We cannot guarantee absolute security of data transmission over the Internet

Client is responsible for maintaining backups of their data

For detailed information about how we handle data, please refer to our Privacy Policy.

9. Warranties and Disclaimers

Limited Warranty

We warrant that services will be performed in a professional manner consistent with industry standards.

DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, OUR SERVICES AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

OUR SERVICES WILL MEET YOUR REQUIREMENTS

OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE

RESULTS OBTAINED FROM USE OF OUR SERVICES WILL BE ACCURATE OR RELIABLE

ANY ERRORS IN TECHNOLOGY OR SOFTWARE WILL BE CORRECTED

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Liability Cap

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $5,000, WHICHEVER IS GREATER.

Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

LOSS OF PROFITS OR REVENUE

LOSS OF DATA

LOSS OF BUSINESS OPPORTUNITIES

BUSINESS INTERRUPTION

LOSS OF GOODWILL

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Exceptions

These limitations do not apply to:

Our gross negligence or willful misconduct

Breaches of confidentiality obligations

Our indemnification obligations

Matters that cannot be limited by applicable law

11. Indemnification

You agree to indemnify, defend, and hold harmless Norman Frederick LLC, its officers, employees, contractors, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

Your use of our services

Your violation of these Terms

Your violation of any rights of another party

Your violation of applicable laws or regulations

Inaccurate or misleading information you provide

12. Term and Termination

Term

These Terms remain in effect while you use our website or services.

Termination by Either Party

Either party may terminate an ongoing service engagement with written notice as specified in the applicable Statement of Work or service agreement. In the absence of a specific termination provision:

Either party may terminate with 30 days' written notice

Client remains responsible for fees for services performed prior to termination

Client must pay for any committed resources or third-party services

Immediate Termination

We may immediately terminate or suspend services if:

You breach these Terms or any service agreement

Your account is more than 60 days past due

We reasonably believe continued service poses a security or legal risk

Required by law or legal process

Effect of Termination

Upon termination:

All outstanding fees become immediately due and payable

We will provide reasonable assistance with transition (billable at our standard rates)

You must cease use of any tools, systems, or materials we provided

Confidentiality obligations continue as specified in Section 7

We will return or destroy Client data as requested (subject to legal retention requirements)

13. System Access and Security

When we are granted access to your systems:

Access will be limited to what is necessary to perform contracted services

We will use access credentials responsibly and maintain their confidentiality

We will not intentionally access, modify, or delete data outside the scope of services

You are responsible for promptly revoking access upon termination of services

We are not responsible for issues arising from your failure to maintain proper access controls

14. Acceptable Use

You may not use our services or website to:

Violate any applicable laws or regulations

Infringe on intellectual property rights

Transmit malicious code, viruses, or harmful content

Attempt unauthorized access to systems or networks

Interfere with or disrupt the integrity or performance of systems

Harass, threaten, or harm others

Engage in fraudulent or deceptive practices

15. No Professional Relationship

Unless explicitly agreed otherwise in writing, our services constitute technology consulting and implementation only. We do not provide:

Legal advice (consult an attorney)

Accounting or tax advice (consult a CPA)

Financial planning advice (consult a financial advisor)

Medical or healthcare compliance advice (consult appropriate specialists)

You are responsible for ensuring compliance with all applicable laws, regulations, and industry standards relevant to your business.

16. Independent Contractor

Norman Frederick LLC is an independent contractor, not an employee, agent, partner, or joint venture of Client. Nothing in these Terms creates an employment relationship, partnership, or agency relationship.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to:

Acts of God (natural disasters, pandemics, etc.)

War, terrorism, or civil unrest

Government actions or regulations

Labor disputes or strikes

Utility failures or telecommunications outages

Internet service provider failures

The affected party will promptly notify the other party and make reasonable efforts to minimize the impact.

18. Dispute Resolution

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, United States, without regard to its conflict of law provisions.

Jurisdiction and Venue

Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Saginaw County, Michigan, and both parties consent to the jurisdiction of such courts.

Informal Resolution

Before filing any legal action, the parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days.

Arbitration

If informal resolution fails, disputes may be submitted to binding arbitration under the rules of the American Arbitration Association, with the arbitration to take place in Saginaw, Michigan. This arbitration provision does not prevent either party from seeking injunctive relief in court for breaches of confidentiality or intellectual property rights.

19. General Provisions

Entire Agreement

These Terms, together with any applicable Statement of Work, proposal, or service agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

Amendments

No amendment to these Terms shall be effective unless made in writing and signed by both parties.

Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

Assignment

You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets with notice to you.

Survival

Provisions that by their nature should survive termination shall survive, including but not limited to: payment obligations, confidentiality, intellectual property, warranties, disclaimers, limitations of liability, and indemnification.

Notices

All notices under these Terms must be in writing and delivered to:

Norman Frederick LLC
1422 S 25th St
Saginaw, MI 48601
Email: [email protected]

Notices to Client shall be sent to the address or email provided in the service agreement or most recently provided to us.

Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

20. Contact Information

If you have questions about these Terms of Service, please contact us at:

Norman Frederick LLC
1422 S 25th St
Saginaw, MI 48601
Phone: (989) 272-3441
Email: [email protected]

By using our website or services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.