1. Parties and Formation of the Agreement
This Service Agreement (the "Agreement") is entered into between Wexora Circuit, an online telecom support and consulting practice with its principal place of business at 201 E Main St, Lexington, KY 40507 ("Consultant," "we," "us," or "our"), and the business client identified in the applicable order or quote ("Client," "you," or "your"). This Agreement applies to every service engagement between the parties, whether ordered through our website checkout or confirmed by email.
An individual engagement is formed when (a) you place an order or accept a written quote, and (b) we confirm the engagement in writing. Each confirmed order, together with this Agreement, our Terms of Service, and our Refund Policy, constitutes the complete contract for that engagement. If a confirmed order contains terms that conflict with this Agreement, the confirmed order controls for that engagement only.
2. Scope of Engagement — The Services
We provide remote, advisory-only telecom support services. We are not a telecommunications carrier; we do not sell connectivity, provide internet service, manage call routing, offer VoIP provider services, install equipment, or handle regulated communications infrastructure. Each engagement is limited to one or more of the following services, as identified in the confirmed order:
- Telecom Bill Review & Summary (from $49): we examine the telecom invoices you provide, identify charges, recurring fees, and apparent anomalies, and deliver a plain-language written summary of what you are paying for and where questions may be worth raising with your providers.
- Internet & Phone Plan Comparison Support (from $59): based on the usage information and candidate plans you supply or ask us to research from publicly available information, we deliver a structured written comparison of options, with observations on pricing, contract terms, and fit for your stated needs.
- Business Communication Setup Checklist (from $75): we prepare a customized digital checklist that maps out, step by step, the administrative and organizational tasks involved in preparing a small business's communication setup, tailored to the situation you describe.
- Telecom Vendor Documentation Organization (from $89): we take the vendor contracts, invoices, correspondence, and account records you provide and return an organized, indexed documentation set with a written orientation summary so your records are easy to navigate.
- Remote Connectivity Process Advisory (from $99): we review your existing remote-connectivity-related processes as you describe and document them, and deliver a written advisory memorandum with practical, non-technical process recommendations.
All deliverables are informational and advisory. Decisions to act on any recommendation, and all implementation activity, remain entirely your responsibility.
3. Client Cooperation and Materials
Our ability to deliver accurate, useful work depends on your cooperation. You agree to provide the documents, account information, and business context we reasonably request, to respond to clarification questions within five (5) business days, and to designate a contact authorized to make decisions about the engagement.
You represent that you have the legal right to share all materials you provide to us and that, to your knowledge, those materials are accurate and complete in all material respects. We are entitled to rely on the materials and information you supply without independent verification. If required materials are not provided within thirty (30) days of our request, we may close the engagement and treat it as terminated by you under Section 10.
4. Delivery Timelines and Remote Delivery Method
All services are performed and delivered remotely. Deliverables are provided in electronic form — written summaries, digital checklists, organized document sets, and advisory memoranda — sent to the email address associated with your order or shared through a mutually agreed file transfer method. We do not perform on-site visits, physical installations, or hands-on configuration of any system.
Estimated delivery windows are stated in the order confirmation and typically range from three (3) to ten (10) business days depending on the service and scope. Timelines begin when we have received both full payment (or agreed invoice terms) and all requested Client materials. Timelines are estimates, not guarantees; they pause during any period in which we are waiting on materials, clarifications, or overdue payment from you, and we will keep you informed of any material change to the expected delivery date.
5. Revisions
Each deliverable includes one (1) round of revisions at no additional charge. To use it, send us a single consolidated set of written revision requests within seven (7) days of receiving the deliverable. Revision requests must fall within the original scope of the engagement — for example, correcting an error, clarifying a section, or reorganizing content that was part of the agreed deliverable.
Requests that expand the scope — additional invoices, new vendors, extra locations, or substantially new questions — are treated as a scope change and quoted separately before any additional work begins. If no revision request is received within the seven-day window, the deliverable is considered final and accepted. Our revision-first approach also interacts with refunds, as described in our Refund Policy.
6. Fees, Expenses, and Late Payment
Fees for each engagement are the fixed amounts stated in the confirmed order or accepted quote. Published prices are starting prices ("from"), and larger or more complex engagements are quoted individually before work begins. Unless the order states otherwise, payment is due in full at ordering; where invoicing has been agreed for a business client, invoices are due within fourteen (14) days of the invoice date.
Because our work is performed remotely using materials you provide, engagements do not ordinarily involve reimbursable expenses; any third-party cost you ask us to incur will be approved by you in writing first and billed at cost. Overdue amounts may accrue a late charge of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower, and we may suspend work and withhold deliverables while any invoice remains overdue.
7. Independent Contractor Status and Non-Solicitation
Wexora Circuit performs all services as an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency between the parties, and neither party may bind the other. We control the manner, means, and methods by which the services are performed, we are responsible for our own taxes, insurance, and business expenses, and you will not withhold taxes from our fees or provide us with employee benefits of any kind.
During an active engagement and for twelve (12) months after its completion, neither party will knowingly solicit or hire any person employed or engaged by the other party who was directly involved in the engagement, without the other party's prior written consent. This restriction does not apply to hiring that results from general public job advertisements not targeted at the other party's personnel, or from an individual approaching a party entirely on their own initiative.
8. Confidentiality
Each party may receive non-public information of the other in the course of an engagement — in your case, our methodologies, templates, and pricing structures; in our case, your bills, contracts, vendor records, usage data, and business plans (collectively, "Confidential Information"). Each party agrees to use the other's Confidential Information solely to perform or receive the services, to protect it with at least the same care it applies to its own confidential information and never less than reasonable care, and not to disclose it to any third party except to personnel and advisers who need it for the engagement and are bound by comparable confidentiality obligations.
Confidential Information does not include information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law or court order, with prompt notice to the other party where legally permitted. These obligations survive for five (5) years after the end of the last engagement, and indefinitely for identified trade secrets.
9. Warranties, Disclaimers, and Limitation of Liability
We warrant that the services will be performed in a professional and workmanlike manner and that deliverables will materially conform to the scope described in the confirmed order. Your exclusive remedy for breach of this warranty is correction of the nonconforming work or, if we cannot correct it within a reasonable time, a refund determined under our Refund Policy. Except as expressly stated above, the services and deliverables are provided "as is," and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Our deliverables are advisory opinions based on the materials you provide and publicly available information; they are not legal, tax, accounting, engineering, or regulatory advice, and we do not warrant any particular savings, vendor outcome, or business result. Vendor prices, plan terms, and offerings change frequently and are controlled by third parties, not by us.
To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost savings, or loss of data, even if advised of the possibility of such damages. Our total aggregate liability arising out of or relating to any engagement will not exceed the total fees actually paid by you for that engagement. This Section operates together with the disclaimers and limitations set out in our Terms of Service, which are incorporated by reference, and nothing in it limits liability for fraud, willful misconduct, or any other liability that cannot lawfully be limited.
10. Term and Termination
This Agreement takes effect upon your first confirmed order and continues until terminated as provided here. Either party may terminate this Agreement, or any individual engagement, by written notice: (a) for convenience, on seven (7) days' notice; or (b) immediately, if the other party materially breaches this Agreement and fails to cure the breach within ten (10) days of written notice describing it.
Upon termination of an engagement, we will deliver any completed work, you will pay fees attributable to work performed through the effective date of termination, and any refund entitlement will be determined under our Refund Policy. Sections 7 through 9 and Sections 11 through 14 survive termination, together with any payment obligations accrued before termination.
11. Force Majeure
Neither party will be liable for delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, severe weather, epidemics, acts of government, labor disputes, widespread internet or power outages, and failures of third-party platforms necessary to the engagement.
The affected party must notify the other promptly and use reasonable efforts to resume performance, and deadlines are extended by the duration of the event. If an event prevents performance for more than thirty (30) consecutive days, either party may terminate the affected engagement on written notice, and fees for undelivered work will be handled under our Refund Policy.
12. Notices and Assignment
All notices under this Agreement must be in writing. Notices to Wexora Circuit should be sent by email to clarity@wexoracircuit.com or by mail to Wexora Circuit, 201 E Main St, Lexington, KY 40507. We may also be reached by telephone at +1 (859) 245-1786 for routine coordination, but formal notices must be given in writing. Notices to you will be sent to the email or postal address associated with your order, and you are responsible for keeping that information current. A notice is deemed given when sent by email without a delivery failure message, or three (3) business days after deposit with a postal or courier service.
You may not assign or transfer this Agreement or any engagement without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of your assets, provided the successor agrees in writing to be bound by this Agreement. We may engage qualified subcontractors to assist with portions of the work, provided we remain fully responsible for their performance and bind them to confidentiality obligations at least as protective as those in Section 8. Any attempted assignment in violation of this Section is void.
13. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to its conflict-of-laws rules. Before either party initiates any formal proceeding, the parties will first attempt to resolve the dispute through good-faith written negotiation between authorized representatives for at least thirty (30) days after one party notifies the other of the dispute.
If negotiation does not resolve the matter, the dispute will be brought exclusively in the state or federal courts located in Fayette County, Kentucky, and each party consents to the jurisdiction and venue of those courts. Each party bears its own attorneys' fees unless a statute or the court provides otherwise, and nothing in this Section prevents either party from seeking injunctive relief to protect Confidential Information or intellectual property.
14. Amendments and Miscellaneous
We may update this Agreement prospectively by publishing a revised version on this website with an updated "Last Updated" date; engagements confirmed before the update remain governed by the version in effect at confirmation. Amendments specific to a particular engagement are effective only if set out in writing and accepted by both parties.
If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain in effect. No waiver is effective unless in writing. This Agreement, together with the documents referenced in Section 1, is the entire agreement between the parties regarding its subject matter and supersedes all prior proposals and understandings.