Terms of Service

Welcome to Smartweb Inc. (“Smartweb Inc.,” “we,” “us,” or “our”). These Terms of Service (the “Terms”) govern your access to and use of our website, as well as the managed IT, cybersecurity, cloud, data center, disaster recovery, virtual CIO, and related services we provide (collectively, the “Services”).

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1. Agreement to these terms

By accessing our website or using any of our Services, you agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company or other organization, you represent that you have the authority to bind that organization. If you do not agree to these Terms, please do not use our website or Services.

Where we provide Services under a separate written agreement, statement of work, or service order (a “Service Agreement”), that Service Agreement governs in the event of any conflict with these Terms.

2. Our services

Smartweb Inc. provides technology services to small and mid-size businesses, including managed IT, cybersecurity, cloud solutions, data center and colocation, disaster recovery, IT consulting, and virtual CIO advisory. The specific scope, service levels, deliverables, and fees applicable to you are described in your Service Agreement.

We may modify, enhance, or discontinue features of the Services from time to time. We will use reasonable efforts to give advance notice of material changes that affect active engagements.

3. Eligibility & accounts

You must be at least 18 years old and able to form a binding contract to use our Services. If we provide you with credentials, portals, or accounts to access the Services, you are responsible for:

• Keeping your login credentials confidential and secure.
• All activity that occurs under your accounts.
• Notifying us promptly of any unauthorized access or suspected security incident.

4. Acceptable use

You agree not to use the website or Services to:

• Violate any applicable law, regulation, or third-party right.
• Transmit malware, attempt to gain unauthorized access to systems, or interfere with the security or operation of any network.
• Send unsolicited bulk communications or engage in fraudulent, abusive, or deceptive activity.
• Reverse engineer, resell, or misuse the Services except as expressly permitted.

We may suspend or restrict access to protect the Services, our other clients, or third parties where we reasonably believe these rules have been violated.

5. Service plans, fees & billing

Fees for the Services are set out in your Service Agreement. Unless stated otherwise, recurring fees are billed in advance and are due as specified on your invoice. Fees are exclusive of applicable taxes, which you are responsible for paying.

• Late payment. Overdue amounts may be subject to a reasonable late charge and suspension of Services after notice.
• Out-of-scope work. Work outside the agreed scope may be quoted and billed separately with your approval.
• Changes. We may adjust recurring fees on renewal with prior written notice.

6. Third-party services

Delivering the Services may involve third-party hardware, software, cloud platforms, and vendors (for example, Microsoft 365, backup providers, or connectivity carriers). Your use of those products may be subject to the third party's own terms and licenses. We are not responsible for the acts, omissions, outages, or terms of third parties, though we will work in good faith to support you with the solutions we recommend and manage.

7. Intellectual property

The website, our methodologies, documentation, configurations, and all related intellectual property are owned by Smartweb Inc. or its licensors and are protected by law. We grant you a limited, non-exclusive, non-transferable right to use them solely in connection with receiving the Services. You retain ownership of your own data and content. You grant us the rights necessary to access and process your data to provide and support the Services.

8. Your responsibilities

To let us deliver the Services effectively, you agree to:

• Provide timely access, accurate information, and reasonable cooperation.
• Maintain appropriate licenses and authorizations for the systems we manage.
• Use the Services in compliance with applicable laws and these Terms.

9. Warranties & disclaimers

We provide the Services with reasonable skill and care consistent with industry standards. Except as expressly stated in a Service Agreement, and to the fullest extent permitted by law, the website and Services are provided “as is” and “as available” without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or completely secure.

10. Limitation of liability

To the fullest extent permitted by law, Smartweb Inc. will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to the Services. Our total aggregate liability arising out of or relating to these Terms or the Services will not exceed the amounts you paid to us for the Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the liability.

11. Indemnification

You agree to indemnify and hold harmless Smartweb Inc. and its officers, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of your misuse of the Services, your violation of these Terms, or your violation of any law or third-party right.

12. Term & termination

These Terms remain in effect while you use the website or Services. The term and termination of paid Services are governed by your Service Agreement. We may suspend or terminate your access to the website or Services if you materially breach these Terms and do not cure the breach within a reasonable period after notice. Upon termination, provisions that by their nature should survive — including intellectual property, disclaimers, limitations of liability, and indemnification — will continue to apply.

13. Governing law

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The state and federal courts located in New York will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and you consent to their jurisdiction and venue.

14. Changes to these terms

We may update these Terms from time to time. When we do, we will revise the “Last updated” date above. Material changes will be communicated where appropriate. Your continued use of the website or Services after changes take effect constitutes acceptance of the revised Terms.

15. Contact us

If you have questions about these Terms, contact us: