Terms & Conditions

These Terms and Conditions ("Terms") govern your use of the website and services provided by Williams Lighting Control Services, LLC, doing business as Wilco Services ("Company," "we," "us," or "our"). By accessing or using our website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our website or services. These Terms are governed by the laws of the State of Texas.

1. Services

Wilco Services provides commercial lighting control services, including but not limited to system design, programming, commissioning, startup, servicing, repair, user training, and manufacturer startup services. The specific scope, deliverables, and pricing for any project will be defined in a separate written agreement, proposal, or statement of work between the Company and the client.

2. Use of Website

You agree to use our website only for lawful purposes and in a manner that does not:

• Violate any applicable federal, state, or local law or regulation
• Infringe upon the rights of others
• Interfere with or disrupt the website or servers
• Attempt to gain unauthorized access to any portion of the website
• Transmit any harmful code, viruses, or malicious software
• Collect or harvest personal information of other users

3. Intellectual Property

All content on this website, including but not limited to text, graphics, logos, images, and software, is the property of Williams Lighting Control Services, LLC or its content suppliers and is protected by United States and international copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any content on this website without our prior written consent.

4. Client Responsibilities

When engaging our services, clients agree to:

• Provide accurate and complete information necessary for the performance of services
• Ensure safe and reasonable access to project sites
• Communicate project requirements, changes, and concerns in a timely manner
• Make payments in accordance with the terms outlined in the applicable agreement or invoice

Wilco Services' ability to perform services accurately depends on the completeness and accuracy of information provided by the client, including but not limited to floor plans, fixture schedules, control zone layouts, system drawings, network configurations, and project specifications. The client is solely responsible for the accuracy of all information provided to Wilco Services. Wilco Services shall not be liable for errors, omissions, or deficiencies in any deliverable that arise directly from inaccurate, incomplete, or outdated information supplied by the client or its representatives. Any rework required to correct such errors will be billed at the applicable hourly rate.

5. SMS and Mobile Messaging

By providing your mobile phone number to Wilco Services — whether through our contact form, project intake process, or any direct communication — you acknowledge and agree to the following terms governing text message (SMS) communications from us.

Message and Data Rates

Message and data rates may apply. Standard carrier message and data rates may be charged by your mobile service provider for any SMS messages you send to or receive from Wilco Services. These charges are determined solely by your wireless carrier and are not controlled by the Company.

Messaging Frequency

Message frequency varies and is based on the nature of your engagement with Wilco Services. Text messages are sent only as needed in connection with active inquiries, project coordination, scheduling, or service communications. We do not operate a recurring promotional SMS subscription program.

Opt-Out

You may opt out of receiving text messages from Wilco Services at any time by replying STOP to any message you receive from us. You may also contact us at [email protected] to request removal from our messaging list. After opting out, you may receive one final confirmation message. Reply HELP to any message or contact us via email for assistance.

Non-Sharing of Mobile Numbers

No mobile information will be shared with third parties, affiliates, or lead generators for marketing or promotional purposes at any time. Mobile phone numbers and mobile opt-in data collected by Wilco Services are used solely for direct communications related to your project or service request and will never be sold or disclosed to any third party for marketing, advertising, or lead generation purposes. For full details on how we handle your information, please review our Privacy Policy.

Employee Messaging (WLCS)

By accepting employment with Williams Lighting Control Services, LLC ("WLCS"), you acknowledge and agree that WLCS may contact you via text message (SMS) and other electronic communications for business-related purposes, including weather alerts and operational notifications.

This consent is provided as a condition of employment-related communications and is intended to ensure timely coordination and safety. Message frequency may vary. Standard message and data rates may apply depending on your mobile carrier and plan.

Employee mobile information will not be shared with third parties, affiliates, or lead generators for marketing or promotional purposes at any time.

6. Payment Terms

Payment terms will be specified in individual project agreements, proposals, or invoices. Unless otherwise agreed in writing, invoices are due upon receipt. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted under Texas law, whichever is less. The client is responsible for all costs of collection, including reasonable attorney's fees, in the event of non-payment.

Prepaid Hourly Support Blocks

Wilco Services offers prepaid hourly support blocks at a discounted rate, subject to the following terms:

• Minimum purchase: 18 hours per block.
• Rate: $125.00 per hour (vs. the standard $150.00/hr rate), applicable only to the hours within the purchased block.
• Non-refundable: Prepaid blocks are non-refundable once purchased. Unused hours have no cash value and will not be reimbursed.
• Expiration: Prepaid hours must be used within twelve (12) months of the purchase date. Hours not used within this period expire and are forfeited without refund.
• Non-transferable: Prepaid blocks apply only to the client account for which they were purchased and may not be transferred to another entity or project without prior written consent from Wilco Services.
• Block depletion: If a prepaid block is exhausted during an active engagement, any additional time will be billed at the then-current standard hourly rate unless a new block is purchased in advance.
• No rollover: Unused hours from an expiring block do not roll over into a new block purchase.

7. Limitation of Liability

To the fullest extent permitted by Texas law, Williams Lighting Control Services, LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising out of or related to the use of our website or services, regardless of the theory of liability.

Our total liability for any claim arising out of or related to these Terms or our services shall not exceed the total amount paid by the client to the Company for the specific services giving rise to the claim.

8. Disclaimer of Warranties

Our website and its content are provided on an "as is" and "as available" basis 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 the website will be uninterrupted, error-free, or free of harmful components.

Services are performed in a professional and workmanlike manner consistent with industry standards. Any warranties related to specific project work will be outlined in the applicable project agreement.

No Guarantee of Overall System Performance

Wilco Services warrants only the programming and commissioning work it directly performs. The overall performance of a lighting control system depends on numerous factors outside Wilco Services' control, including but not limited to: the quality and compatibility of hardware specified or supplied by others; the accuracy of electrical installation performed by the licensed electrical contractor; the stability and configuration of the facility's network infrastructure; manufacturer firmware and software behavior; and environmental conditions at the facility.

Wilco Services makes no warranty, express or implied, that the lighting control system as a whole will meet the client's performance expectations where system-level performance is dependent on hardware, installation, or infrastructure outside the scope of Wilco Services' direct work. Wilco Services will work in good faith to identify and communicate root causes of system issues, but is not responsible for remediation of problems originating outside its scope.

Third-Party Software & Platform Disclaimer

Wilco Services utilizes and recommends third-party software platforms, cloud services, mobile applications, and digital tools — including but not limited to GoFormz, manufacturer programming platforms, remote access tools, and network diagnostic utilities — in the course of delivering services. These platforms are owned and operated by independent third parties.

Wilco Services makes no warranty regarding the availability, reliability, accuracy, security, or continuity of any third-party platform. Wilco Services shall not be liable for service outages, data loss, feature discontinuation, security breaches, or changes in functionality attributable to third-party software or platforms. Clients are encouraged to review the terms of service and privacy policies of any third-party platform used in connection with their project.

9. Indemnification

You agree to indemnify, defend, and hold harmless Williams Lighting Control Services, LLC, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to your use of our website, violation of these Terms, or infringement of any rights of a third party.

10. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Harris County, Texas, and you consent to the personal jurisdiction of such courts.

11. Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or our services, the parties agree to first attempt to resolve the dispute through good-faith written negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days of written notice by either party, the parties agree to submit the dispute to non-binding mediation in Harris County, Texas before initiating any litigation. Mediation shall be administered by a mutually agreed mediator or, if the parties cannot agree, through the American Arbitration Association (AAA) or JAMS under their applicable mediation rules, with the cost of mediation shared equally by both parties. Neither party may initiate litigation until mediation has been attempted and concluded or declared at an impasse by the mediator, except for claims seeking emergency injunctive or equitable relief.

12. Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, labor disputes, supply chain disruptions, or utility failures.

13. Severability; No Waiver; Headings

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible.

No Waiver. The failure of either party to enforce any provision of these Terms on one or more occasions shall not be construed as a waiver of that party's right to enforce such provision in the future, nor shall it be construed as a waiver of any other provision. All waivers must be in writing and signed by an authorized representative of the waiving party to be effective.

Headings. Section headings in these Terms are included for convenience and reference only. They do not define, limit, or affect the interpretation or construction of any provision of these Terms.

14. Changes to These Terms

We reserve the right to update or modify these Terms at any time. Any changes will be posted on this page with an updated "Last updated" date. Your continued use of our website or services after any changes constitutes your acceptance of the revised Terms.

15. Entire Agreement

These Terms, together with our Privacy Policy and any separate project agreements, constitute the entire agreement between you and Williams Lighting Control Services, LLC regarding the use of our website and the services described herein. In the event of a conflict between these Terms and a separate written project agreement, the project agreement shall control with respect to the specific services covered by that agreement.

These Terms supersede all prior oral or written representations, communications, proposals, negotiations, and understandings between the parties relating to the subject matter hereof, whether made before or after the date these Terms were accepted, unless expressly incorporated into a signed written agreement. No prior course of dealing, usage of trade, or prior conduct shall be used to interpret or supplement these Terms.

16. GoFormz — Change Orders, Programming Requests & Startup Service FSRs

Wilco Services uses GoFormz, a third-party digital forms platform, to deliver and process operational documents. Current forms include, but are not limited to:

• New Account Form — used to establish a new client or vendor account with Wilco Services.
• Change Order Form — used to document and authorize changes to scope, schedule, or cost on active projects.
• Programming Request Form — used to submit lighting control programming requests for review and scheduling.
• Startup Service Field Service Report (FSR) — used to document manufacturer startup services performed by Wilco Services on behalf of a lighting controls manufacturer or end client.
• Other GoFormz forms — any additional forms delivered by Wilco Services through the GoFormz platform are subject to the same terms described in this section.

Automated Email Notifications

When you submit or are assigned one of the above forms, GoFormz may automatically send transactional email notifications to the email address(es) associated with that form. These emails are generated solely to confirm receipt, request signatures, or deliver a completed copy of the form. By submitting or participating in a GoFormz-delivered form, you consent to receiving these transactional notifications.

No Marketing or Recurring Emails

Wilco Services does not use GoFormz to send marketing emails, promotional communications, or any recurring email program. Automated emails generated through GoFormz are limited to transactional notifications directly related to the specific form submission or workflow in which you are a participant.

Data Handling

Information submitted through GoFormz forms is used solely for the operational purposes of the specific form (e.g., processing a change order, scheduling a programming request, or documenting a startup service). Wilco Services does not store your personal information collected via GoFormz in any separate marketing database and does not use it for purposes unrelated to the transaction for which it was provided. GoFormz is a third-party service provider; their data practices are governed by GoFormz's Privacy Policy.

17. Licensing & Compliance Disclaimer

Williams Lighting Control Services, LLC provides lighting control programming, commissioning, startup, design consultation, troubleshooting, and end-user training services. Wilco Services is not a licensed general electrical contractor and does not perform electrical installation work, conduit runs, panel wiring, or any work requiring a master or journeyman electrician license under Texas law.

All electrical installation work associated with a project is the sole responsibility of the licensed electrical contractor engaged by the client or general contractor. Wilco Services bears no liability for electrical installation defects, code violations, or unsafe conditions created by others. The client is responsible for ensuring that all applicable federal, state, and local codes and permit requirements are satisfied by the appropriate licensed trades.

18. Remote Access Authorization

Out-of-area clients requiring remote support must provide Wilco Services with authorized access to the lighting control system prior to scheduling remote service. By granting remote access, the client represents and warrants that they have the authority to provide such access and that doing so does not violate any third-party agreement, security policy, or applicable law.

Remote access is granted solely for the purpose of performing the agreed-upon services. Wilco Services will not access systems beyond the scope of the authorized work. The client is responsible for maintaining secure and current credentials and for revoking access promptly upon completion of services. Wilco Services shall not be liable for any system condition, data loss, or security incident caused by pre-existing vulnerabilities, unauthorized access by third parties, or the client's failure to maintain secure network infrastructure.

Data Security & Credential Confidentiality

In the course of providing services, clients may share with Wilco Services sensitive system credentials, including network passwords, IP addresses, VPN access information, manufacturer platform login credentials, and building management system access details ("System Credentials"). Wilco Services commits to the following with respect to System Credentials:

• System Credentials will be used solely for the purpose of performing the agreed-upon services and will not be shared with unauthorized third parties
• Wilco Services will not retain System Credentials beyond the active period of the engagement unless the client explicitly requests ongoing remote access and provides written authorization
• Upon project completion or client request, Wilco Services will confirm deletion of stored credentials from its systems
• Wilco Services will notify the client promptly in writing if it becomes aware of any suspected unauthorized access to or disclosure of System Credentials

Clients are strongly encouraged to change system passwords and revoke remote access credentials promptly following project completion. Wilco Services shall not be liable for any security incident arising from the client's failure to rotate credentials after services are complete.

19. Site Readiness & Substantial Completion

Programming, commissioning, and startup services require that the lighting control system and associated electrical infrastructure be substantially complete and energized prior to the scheduled service date. "Substantially complete" means, at minimum: all lighting control devices are installed and wired, all control panels are powered, network cabling is in place and terminated, and the space is accessible and safe for work.

If Wilco Services arrives on site and the system is not in a substantially complete state as required for the scheduled scope of work, the client will be billed at the applicable hourly rate for all time spent on site, including travel time, regardless of whether the scheduled work could be completed. Rescheduling fees may apply. Wilco Services reserves the right to reschedule or cancel service visits where site conditions present a safety hazard or make performance of the work impractical.

20. Change Order Process

Any change to the agreed-upon scope of work, schedule, or pricing must be documented in a written change order prior to the performance of additional work. Wilco Services uses a GoFormz Change Order Form for this purpose (see Section 16).

Verbal authorizations are not binding. Work performed outside the original scope without a signed change order may result in additional charges that the client is nonetheless obligated to pay if the client directed or accepted the additional work. The client agrees not to authorize or request additional work and then dispute the associated charges on the grounds that no written change order was executed where the client's conduct constituted implied acceptance of the work.

21. Subcontractor & Third-Party Coordination

Wilco Services may coordinate with or work alongside other trades, subcontractors, system integrators, or manufacturers' representatives on a project. Wilco Services is responsible only for the specific scope of work it directly performs and is not responsible for delays, defects, errors, or omissions caused by other contractors, vendors, or parties outside its direct control.

If delays caused by other trades or site conditions prevent Wilco Services from completing its scheduled scope of work, the client remains responsible for any billable time incurred and any costs associated with rescheduling. Wilco Services shall not be liable for system performance issues arising from improperly installed hardware, incorrect wiring, or deficient work performed by other contractors.

22. Equipment & Materials

When Wilco Services procures equipment or materials on behalf of a client, title to those materials passes to the client upon delivery to the project site or upon full payment, whichever occurs later. Risk of loss or damage during shipping is governed by the terms of the applicable carrier or vendor.

All hardware warranties are provided solely by the respective manufacturer. Wilco Services does not extend any additional warranty on equipment or materials and will not be liable for manufacturer defects, premature failure, or product discontinuation. Wilco Services will assist the client in coordinating manufacturer warranty claims as a courtesy but assumes no obligation to replace or repair hardware at its own expense.

23. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with an engagement, including but not limited to system configurations, programming files, project documentation, pricing, business processes, and client or end-user information ("Confidential Information"). Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform the agreed-upon services.

This obligation of confidentiality survives the termination of any project or engagement and shall remain in effect for a period of three (3) years following the conclusion of the applicable project, unless a longer period is required by law or agreed to in writing by both parties.

24. Programming Warranty — Scope & Exclusions

Wilco Services provides a lifetime warranty on all lighting control programming performed directly by Wilco Services, subject to the exclusions below. This warranty covers defects in the programming logic, sequence of operations, or configuration as originally delivered and documented.

This warranty does not apply and is void if:

• Unauthorized changes are made to the programming by any party other than Wilco Services without prior written consent
• Firmware, software, or operating system updates are applied to any system component that alter or break existing programming functionality
• Hardware components are replaced, substituted, or added without Wilco Services' involvement
• Network infrastructure changes (IP addressing, VLAN configuration, firewall rules, etc.) disrupt system communication
• Power events, electrical surges, or utility failures damage or corrupt system components
• Physical damage, vandalism, water intrusion, or environmental conditions degrade system performance
• The system is used in a manner inconsistent with its intended design or manufacturer specifications

Warranty service is provided remotely where feasible. On-site warranty service for clients outside the Houston, TX area requires prior remote troubleshooting and is subject to scheduling and travel cost reimbursement by the client.

25. Photo & Documentation Release

Wilco Services may photograph, record, or document completed work for internal records, portfolio use, training materials, and marketing purposes. By engaging our services, the client grants Wilco Services a non-exclusive, royalty-free license to use photographs and documentation of completed project work for these purposes, provided that no personally identifiable information about the client's employees or end users is disclosed without separate written consent.

Client or facility names will not be publicly referenced in marketing materials without the client's prior written approval. If the client does not wish to have project work documented for marketing purposes, they must notify Wilco Services in writing before the commencement of services.

26. Electronic Signatures

The parties agree that electronic signatures — including signatures executed through GoFormz or any other electronic signature platform — are legally valid and binding to the same extent as original ink signatures, in accordance with the Texas Uniform Electronic Transactions Act (UETA), Tex. Bus. & Com. Code § 322.001 et seq., and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq.

Electronic records and signatures relating to change orders, field service reports, project approvals, and other business documents shall not be denied legal effect solely because they are in electronic form.

27. Suspension of Work

Wilco Services reserves the right to suspend work on any project if an invoice remains unpaid for more than fifteen (15) days past the due date, or if the client fails to fulfill any material obligation under these Terms or the applicable project agreement. Written notice of suspension will be provided via email to the client's address on file.

Wilco Services shall not be liable for any damages, delays, or consequential losses resulting from a work suspension due to the client's non-payment or breach. Work will resume upon receipt of all outstanding payments and a written confirmation that the conditions causing the suspension have been resolved. Resumption of work is subject to Wilco Services' then-current scheduling availability.

28. Project Abandonment

If a project becomes dormant due to client inaction, site delays, or lack of communication for a period of sixty (60) days or more after Wilco Services has completed its then-current scope, the project may be considered abandoned. In such cases, Wilco Services will provide written notice to the client via email.

Upon resumption of an abandoned project, a project restart fee may apply to cover re-familiarization, updated system assessment, and rescheduling. Any work performed prior to abandonment will be invoiced in full regardless of project completion status. Wilco Services assumes no obligation to hold scheduling availability for abandoned projects.

29. Scope of Work Acknowledgment

Prior to the commencement of services, the client agrees to review and confirm the scope of work as outlined in the applicable proposal, statement of work, or project agreement. By proceeding with a purchase order, signed proposal, electronic approval, or payment, the client acknowledges that they have read, understood, and accepted the defined scope of work.

Any assumptions, exclusions, or dependencies identified in the scope document are incorporated by reference into these Terms. The client is responsible for promptly identifying and communicating any discrepancies between the documented scope and the actual project conditions before work begins. Failure to do so may result in additional charges for work outside the original scope.

30. Manufacturer Startup Services — Third-Party Scope

Wilco Services performs manufacturer startup and commissioning services on behalf of lighting controls manufacturers as an authorized startup provider. When engaged in this capacity, Wilco Services' obligations are defined by a separate agreement with the manufacturer and are limited to the scope specified therein. The building owner, general contractor, or end client is not a party to that manufacturer engagement and may not assert claims against Wilco Services under these Terms or otherwise arising from Wilco Services' performance of manufacturer- directed startup services.

Wilco Services' role as a manufacturer startup provider does not create an ongoing service relationship with the end client unless a separate written agreement is executed directly between Wilco Services and that client. Any post-startup support, warranty service, or follow-up work requested by the end client will be subject to Wilco Services' standard rates and a separate engagement agreement.

31. Energy Code Compliance Documentation

When Wilco Services prepares energy code compliance documentation — including but not limited to documentation for ASHRAE 90.1, IECC, California Title 24, UL-924, or other applicable standards — such documentation reflects the observed condition of the lighting control system at the time of commissioning or inspection, based on information provided by the client and conditions present at the time of the site visit.

Wilco Services does not provide legal or code enforcement opinions. Compliance determinations are the responsibility of the authority having jurisdiction (AHJ). Ongoing code compliance following project completion is the sole responsibility of the building owner or facility manager. Wilco Services shall not be liable for code violations, failed inspections, or compliance deficiencies arising from post-commissioning changes to the system, facility, or applicable code requirements.

32. Training Services

End-user training provided by Wilco Services is based on the lighting control system as commissioned and documented at the time of delivery. Training content is tailored to the audience and scope agreed upon in advance. Wilco Services is not responsible for ensuring that personnel who do not attend a scheduled training session receive equivalent instruction.

Re-training sessions required due to personnel turnover, organizational changes, or client request after initial training has been delivered are considered additional services and will be billed at the applicable hourly rate. All training materials, presentations, handouts, and documentation developed by Wilco Services remain the intellectual property of Williams Lighting Control Services, LLC. The client receives a non-exclusive license to use such materials internally for the specific system trained on; redistribution or use for other systems or facilities requires prior written consent.

33. Consulting Services

When Wilco Services is engaged to provide consulting services — including system design recommendations, manufacturer selection guidance, energy code strategy, or technology assessments — all recommendations and opinions are based on information available at the time of the engagement and on the professional judgment of Wilco Services personnel.

Consulting recommendations do not constitute engineering certifications, licensed design documents, or guarantees of outcome. Implementation of any recommendation is the sole responsibility of the client and must be carried out by appropriately licensed professionals where required by law. Wilco Services shall not be liable for outcomes arising from the client's implementation of consulting recommendations by parties other than Wilco Services, or from changes in project conditions, equipment availability, or code requirements occurring after the consulting engagement concludes.

34. Safety & Site Conduct

Wilco Services personnel will comply with all applicable OSHA regulations, site safety requirements, and any site-specific safety rules communicated in advance by the general contractor or facility owner. Wilco Services holds OSHA 30 certification and is committed to maintaining a safe work environment on every project.

The general contractor, facility owner, or controlling employer is responsible for overall site safety, including but not limited to maintaining a safe work environment for all trades, providing required personal protective equipment (PPE) notifications, and ensuring that hazardous conditions are identified and mitigated prior to Wilco Services' arrival.

Wilco Services reserves the right to stop work immediately and without liability if site conditions present an imminent safety hazard to its personnel. In such cases, all time spent on site up to the point of work stoppage will be billed at the applicable rate. Work will not resume until the client or general contractor confirms in writing that the hazardous condition has been resolved.

Assumption of Risk

The client acknowledges that commercial construction, renovation, and facility environments carry inherent risks, including but not limited to: exposure to energized electrical equipment, elevated work areas, active construction activity, uneven or obstructed surfaces, and other hazards common to commercial project sites. Wilco Services personnel assume certain inherent occupational risks associated with performing lighting controls work in these environments.

The client agrees to hold Wilco Services harmless for personal injury, property damage, or other harm arising from inherent site risks that are outside Wilco Services' reasonable control, provided that Wilco Services personnel acted in a safe and professional manner consistent with applicable OSHA standards and industry practice. This assumption of risk does not limit the client's independent obligations to maintain a safe work environment as the controlling employer or facility owner.

Hazardous Materials

Wilco Services is not qualified, licensed, or equipped to identify, handle, disturb, or remediate hazardous materials, including but not limited to asbestos, lead paint, mold, PCBs, or other regulated substances that may be present in older or renovated facilities. If Wilco Services personnel encounter or reasonably suspect the presence of hazardous materials during a site visit, work will be stopped immediately in the affected area and the client will be notified.

Wilco Services shall not be liable for any claims, damages, remediation costs, or regulatory penalties arising from pre-existing hazardous materials at a project site. The client is responsible for ensuring that hazardous materials assessments are completed and any required remediation is performed by qualified, licensed professionals before Wilco Services is asked to work in the affected area. All time incurred due to a work stoppage caused by suspected hazardous materials will be billed at the applicable rate.

35. Travel & Expenses

For project work outside the Houston, TX metropolitan area, travel and expenses are billed at cost and invoiced separately from labor. Reimbursable expenses include:

• Airfare (coach/economy class unless otherwise agreed)
• Hotel accommodations at a reasonable rate for the project location
• Rental car (intermediate/midsized class or equivalent) or ground transportation at cost
• Personal vehicle mileage at the then-current IRS standard mileage rate
• Meals and incidentals at actual cost, not to exceed $75.00 per day
• Baggage fees, parking, tolls, and other reasonable incidentals

Travel time for out-of-area projects is billable at fifty percent (50%) of the applicable hourly rate, portal to portal, unless otherwise agreed in writing. Travel arrangements are made at Wilco Services' discretion unless the client specifies otherwise in advance. Non-refundable travel costs incurred for a project that is subsequently cancelled or postponed by the client will be reimbursed in full by the client.

36. Cancellation & Rescheduling

Cancellations or reschedules of scheduled on-site service visits are subject to the following policy:

• More than 72 hours before the scheduled visit: No cancellation fee. Any non-refundable travel costs already incurred will be reimbursed by the client.
• Between 24 and 72 hours before the scheduled visit: A cancellation fee equal to four (4) hours at the applicable hourly rate, plus any non-refundable travel costs already incurred.
• Less than 24 hours before the scheduled visit, or same-day cancellation: A cancellation fee equal to one (1) full day at the applicable hourly rate, plus all non-refundable travel costs incurred.

Rescheduling is subject to Wilco Services' availability and does not waive cancellation fees already incurred. Cancellations must be communicated in writing via email to be effective.

37. Proprietary Programming Files & Intellectual Property

This section distinguishes between publicly available manufacturer software and custom programming work performed by Wilco Services.

Publicly Available Manufacturer Software

Software, firmware, applications, and tools that are publicly available from a lighting controls manufacturer — including manufacturer-provided programming platforms, configuration utilities, and mobile apps — are the property of the respective manufacturer and are subject to that manufacturer's license terms. The client has full rights to access and use such publicly available software in accordance with the manufacturer's licensing terms, independent of any engagement with Wilco Services.

Custom Programming

All custom programming work performed by Wilco Services — including but not limited to configuration files, scene and schedule programming, sequence-of-operations logic, custom scripts, templates, and macro development ("Custom Programming") — is created specifically for the client's site and system as designed and documented. Custom Programming is site-specific and is not inherently transferable to another facility, system, or project without additional engineering and reprogramming work.

Upon full payment of all invoices associated with a project, the client receives a non-exclusive, non-transferable license to use the Custom Programming solely for the operation and maintenance of the specific lighting control system and facility for which it was created. The client may not:

• Distribute, sell, or sublicense the Custom Programming to any third party
• Use the Custom Programming as a template or basis for programming other systems or facilities without a separate written agreement with Wilco Services
• Reverse-engineer, decompile, or modify the Custom Programming for use outside the licensed system
• Remove or alter any proprietary notices, authorship credits, or identifiers contained in the Custom Programming

Wilco Services retains the right to retain copies of Custom Programming for warranty service, support, and internal reference purposes.

38. Insurance

Williams Lighting Control Services, LLC maintains commercial general liability insurance and such other coverage as appropriate for a lighting controls commissioning and programming services provider. Clients, general contractors, or facility managers may request a Certificate of Insurance (COI) by submitting a written request to [email protected] with reasonable advance notice. Certificates will be issued within a commercially reasonable timeframe.

Wilco Services has obtained the maximum levels of insurance coverage available and financially practicable for a business of its size and scope. Wilco Services will not increase, modify, or supplement its insurance coverage based on the requirements, preferences, or requests of any individual client, project, or contract. The coverage maintained by Wilco Services represents its standard and final insurance position for all engagements.

Any additional insured requirements, waiver of subrogation endorsements, or project-specific insurance requirements must be communicated to Wilco Services in writing prior to project commencement. Such requirements will be accommodated only to the extent they fall within Wilco Services' existing policy terms and do not require the procurement of additional or increased coverage.

39. Background Checks & Site Access Requirements

Certain project sites — including but not limited to airports, correctional facilities, government buildings, data centers, and other secure or regulated environments — may require background checks, security clearances, access badges, escort arrangements, or other access approvals for Wilco Services personnel prior to entry.

It is the client's responsibility to communicate all such requirements to Wilco Services in writing at least fourteen (14) business days prior to the scheduled service date, and to coordinate and facilitate all required access approvals. Wilco Services will cooperate in good faith with reasonable access requirements. However, Wilco Services shall not be liable for any project delays caused by the client's failure to arrange timely access approvals, and all billable time incurred due to access-related delays remains the client's responsibility.

Any costs associated with background checks, badging, or access compliance required specifically for a project site will be reimbursed by the client.

40. Non-Solicitation

During the term of any active engagement and for a period of twenty-four (24) months following the conclusion of that engagement, the client agrees not to directly solicit, recruit, hire, or retain — as an employee, independent contractor, or in any other capacity — any current or former employee or subcontractor of Wilco Services who was involved in providing services to the client under these Terms, without the prior written consent of Williams Lighting Control Services, LLC.

This provision applies regardless of whether the individual was introduced to the client through the course of a project or through any other channel during the engagement period. A violation of this provision shall entitle Wilco Services to seek liquidated damages equal to twelve (12) months of the affected individual's then-current compensation with Wilco Services, in addition to any other remedies available at law or in equity.

41. Assignment

Neither party may assign, transfer, or delegate its rights or obligations under these Terms or any project agreement without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the foregoing, Williams Lighting Control Services, LLC may assign these Terms or any project agreement without client consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the Company's assets, provided that the successor entity assumes all obligations under these Terms.

Any purported assignment in violation of this section shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

42. Testimonials & Reviews

If a client provides a written or verbal testimonial, review, or endorsement of Wilco Services, the client grants Williams Lighting Control Services, LLC a non-exclusive, royalty-free, perpetual license to quote, reproduce, and publish that testimonial in marketing materials, on its website, and across its social media and professional profiles, subject to the following conditions:

• The testimonial will be attributed as agreed (by name, title, company, or anonymously at the client's preference)
• The content will not be altered in any way that changes its meaning
• The client may withdraw consent at any time by written notice, after which Wilco Services will remove the testimonial from future publications within a commercially reasonable timeframe

43. Audit Rights & Time Records

For engagements billed on a time-and-materials or prepaid hourly block basis, Wilco Services maintains records of time spent on client projects. Upon reasonable written request, Wilco Services will provide a summary of time entries associated with a specific invoice or prepaid block within ten (10) business days.

If a client disputes a time entry in good faith, both parties agree to engage in prompt, good-faith discussion to resolve the discrepancy. Disputes that cannot be resolved informally are subject to the Dispute Resolution process outlined in Section 11 of these Terms.

44. Currency & Invoicing

All rates, estimates, proposals, invoices, and payments under these Terms are denominated in United States Dollars (USD). Invoices are issued in USD and must be paid in USD. Wilco Services does not accept payment in cryptocurrency, foreign currency, or non-cash instruments unless separately agreed in writing.

Invoices will be delivered electronically to the email address on file for the client. It is the client's responsibility to maintain a current and accurate billing contact. Failure to receive an invoice due to an outdated or incorrect email address does not excuse or delay payment obligations.

46. Punch List & Final Acceptance

Upon Wilco Services' notification that the agreed scope of work has been substantially completed, the client shall have ten (10) business days to review the deliverables and provide written notice of any specific deficiencies or items requiring correction ("Punch List Items"). Punch List Items must be described in reasonable detail in writing and submitted to Wilco Services via email within this period.

Wilco Services will address valid Punch List Items within a commercially reasonable timeframe. Items that fall outside the original agreed scope will be treated as change orders and billed accordingly. If the client does not submit written Punch List Items within the ten (10) business day review period, the deliverables shall be deemed accepted by the client, and Wilco Services' obligations under the applicable scope of work shall be considered fulfilled. Final invoices become due and payable upon acceptance, whether express or deemed.

Deemed acceptance does not affect the client's rights under the lifetime programming warranty described in Section 24, which remains in effect subject to its stated terms and exclusions.

47. Texas Lien Rights Notice

Williams Lighting Control Services, LLC hereby provides notice that it reserves all rights available to it under the Texas Property Code, including but not limited to the right to file a mechanic's and materialman's lien against real property improved by its services in the event of non-payment for services rendered.

In accordance with Chapter 53 of the Texas Property Code, Wilco Services may serve the required statutory notices and, if necessary, file lien claims to protect its right to payment for labor, services, and materials furnished to a project. The client and property owner are on notice of this right from the commencement of services. Wilco Services' exercise of lien rights is not a waiver of any other remedy available at law or in equity, including the right to pursue collection through litigation.

Nothing in these Terms shall be construed as a waiver of Wilco Services' lien rights, and any purported contractual waiver of lien rights is void and unenforceable unless separately agreed to in a written instrument signed by an authorized officer of Williams Lighting Control Services, LLC.

48. Documentation Turnover Commitment

Wilco Services is committed to delivering complete project documentation to the client upon project completion. Documentation turnover will occur within thirty (30) calendar days following the conclusion of the project's programming and commissioning scope, unless a different timeline is agreed upon in writing. Standard turnover documentation may include, as applicable to the project scope:

• As-programmed documentation reflecting the final system configuration
• Sequence of operations documentation
• Energy code compliance documentation (ASHRAE 90.1, IECC, Title 24, or other applicable standards)
• Commissioning reports and test records
• Device and zone schedules
• Any manufacturer startup reports or field service reports completed by Wilco Services

Documentation will be delivered via the method agreed upon with the client, which may include shared cloud folder (OneDrive or similar), USB drive, QR code, laminated on-site copies, or a combination thereof. The client is responsible for maintaining and backing up all received documentation. Wilco Services retains copies for warranty and support purposes but is not responsible for long-term archiving on the client's behalf.

Delays in documentation turnover caused by client-side factors — including failure to provide required project information, incomplete commissioning due to site access issues, or outstanding punch list items requiring resolution — will extend the turnover deadline accordingly.

49. Contact Us

If you have questions about these Terms and Conditions, please contact us at: