PRIZM WEBSITE TERMS AND CONDITIONS
Version: 0.8.1
Effective Date: August 17, 2026
Last Updated: August 17, 2026
These Terms explain the basic rules for using Prizm's website and the commercial terms that apply when a Prizm proposal incorporates them. They are intended to set clear, practical expectations for both Prizm and its customers.
PART 1 — WEBSITE TERMS OF USE
1. Website Information
This website is provided by Prizm Companies, Inc., doing business as Prizm Coatings & Restoration ("Prizm"). Website content is general information only. It is not a proposal, professional engineering advice, a product warranty, or a promise that a particular coating system is suitable for a specific facility or service environment.
Project scope, pricing, schedule, and technical requirements are established only through a written Prizm proposal or other agreement accepted by the parties.
2. Permitted Use and Intellectual Property
Visitors may use the website for legitimate business and informational purposes. Website text, photographs, graphics, branding, and other original content belong to Prizm or are used with permission. They may not be copied, republished, sold, or used to misrepresent an affiliation with Prizm without written permission.
Visitors may not interfere with the website, attempt unauthorized access, introduce malicious code, scrape the website in a manner that impairs its operation, or use it unlawfully.
3. Third-Party Information and Links
References or links to manufacturers, suppliers, technical resources, or other third parties are provided for convenience. Prizm does not control third-party websites and is not responsible for their availability, content, or separate terms.
4. Information Submitted to Prizm
If a visitor submits contact, project, or facility information through the website, Prizm may use it to respond, evaluate the opportunity, prepare a proposal, maintain business records, and communicate about related services. Do not submit confidential, export-controlled, personal-health, payment-card, or other sensitive information through a general website form unless Prizm has specifically requested it through an appropriate channel.
5. Website Availability
Prizm may update, correct, suspend, or discontinue website content. Prizm makes reasonable efforts to keep the website useful and accurate but does not promise uninterrupted access or that every item will always be current or error-free.
6. Contact
Questions about this website or these Terms may be directed to:
Prizm Companies, Inc. DBA Prizm Coatings & Restoration
204 South Prairie Avenue
Dwight, Illinois 60420
815-673-9500
PART 2 — STANDARD COMMERCIAL TERMS
1. When These Commercial Terms Apply
These Standard Commercial Terms apply to commercial, industrial, institutional, and governmental work only when a Prizm proposal identifies these Terms by version or effective date and incorporates them. They do not apply by themselves to consumer home-repair or remodeling transactions.
The parties' agreement consists of the accepted Prizm proposal, these Terms, and any project-specific amendment signed by both parties. If those documents conflict, a mutually signed project-specific amendment controls, followed by the Prizm proposal and then these Terms. Mandatory law and expressly accepted public-project requirements control where applicable.
Nothing posted on the website changes a previously accepted agreement unless the change is incorporated as provided in Section 21 below.
2. Proposal, Scope, and Project Information
Unless a proposal states otherwise, it is open for acceptance for 30 days. Prizm may reasonably rely on drawings, specifications, quantities, coating histories, test results, access information, and other project information supplied by the customer or its representatives.
If material information is incomplete or inaccurate, or concealed or differing conditions are encountered that could not reasonably have been accounted for when the work was priced, Prizm will notify the customer when practicable. The parties will address the resulting scope, price, and schedule effects through a change order.
3. Changes and Additional Work
Work outside the accepted scope requires written approval by authorized representatives of both parties. Email approval is sufficient when it identifies the changed work and the price, rate, or pricing method.
If the customer directs Prizm in writing to proceed before a final price is agreed, Prizm may perform the changed work on a time-and-material basis at the rates and markups stated in the proposal or provided before the work proceeds. Daily reports and time-and-material tickets document labor, equipment, and materials but do not prevent either party from raising a good-faith question about entitlement or accuracy.
Prizm may take reasonable emergency action without advance approval when needed to protect people, property, completed work, or the project from imminent harm. Prizm will notify the customer promptly. Reasonable additional cost and time will be addressed as a change to the extent the emergency was not caused by Prizm.
4. Access, Coordination, and Customer-Provided Resources
The proposal will identify important access, phasing, mobilization, shutdown, utility, staging, parking, waste-disposal, lighting, sanitary-facility, and work-hour assumptions. The customer will provide the items assigned to it and coordinate facility operations and other trades so Prizm can perform safely and productively.
If access or an agreed customer-provided resource is unavailable, or Prizm is delayed or required to remobilize for reasons outside its reasonable control, Prizm will give notice and take reasonable steps to limit the effect. Documented additional time and cost are handled through a change order. Prizm remains responsible for delays and costs caused by its own failure to perform the agreed work.
5. Schedule, Environmental Conditions, and Cure
Project schedules are good-faith estimates based on the conditions and sequencing stated in the proposal. Coating work depends on suitable temperature, humidity, dew point, substrate condition, access, and cure time. Prizm will not knowingly apply a coating outside mandatory manufacturer requirements unless a lawful, technically acceptable alternative is agreed in writing.
Weather mitigation, temporary heat, cooling, dehumidification, enclosure, or accelerated work is included only when stated in the proposal. If additional measures become necessary, Prizm will present available options and related cost or schedule effects before proceeding when practicable.
The customer will protect completed work, maintain agreed environmental conditions during cure, and keep traffic and other trades away from restricted areas. Prizm is not responsible for a failure to the extent caused by premature return to service, damage by others, or failure to maintain the required cure conditions.
6. Safety and Confined Spaces
Prizm is responsible for the safety of its work and personnel and for the employer duties applicable to it. The customer is responsible for disclosing known facility hazards, coordinating shutdown and isolation of customer-controlled systems, and performing safety responsibilities assigned to it by law or the proposal.
For confined-space work, each party will perform the host-employer, controlling-contractor, entry-employer, and other duties applicable to it. Prizm may stop work immediately when it reasonably and in good faith believes conditions are unsafe or unlawful. Advance notice is not required before removing personnel from exposure; Prizm will notify the customer as soon as reasonably practicable. A stop for a genuine safety concern is not a breach, and Prizm is not required to resume until the condition is corrected or an acceptable written work plan is agreed. The parties will promptly determine the appropriate corrective action and any resulting change in scope, cost, or schedule.
7. Hazardous and Regulated Materials
Before pricing and throughout the work, the customer will disclose known or reasonably suspected hazardous or regulated materials affecting the work area and provide available surveys, sampling results, coating histories, and related records. Prizm may reasonably rely on that information.
Testing, abatement, special containment, transport, and disposal are excluded unless the proposal specifically includes them. If an undisclosed or unexpected regulated material is encountered, Prizm may stop the affected work, secure the area, and request testing or direction. The parties will allocate the resulting work, cost, and time according to responsibility, applicable law, and an agreed change order.
Nothing in these Terms changes a generator, transporter, employer, owner, operator, or other regulatory status imposed by law.
8. Coating Selection, Existing Conditions, and Appearance
Prizm's coating recommendations are based on disclosed service conditions, available records, observed conditions, manufacturer information, and stated assumptions. The customer is responsible for accurately describing the service environment and approving the final system. Where the owner, engineer, specification, or customer mandates a product or system, that party retains responsibility for the selection unless Prizm expressly accepts design responsibility in writing.
Existing coatings, concealed corrosion, moisture, contamination, substrate movement, hydrostatic pressure, and prior repairs can affect performance. Prizm is responsible for performing the included preparation and application in material accordance with the agreed specification, but is not responsible for a failure to the extent caused by an undisclosed condition, an excluded condition, or failure of an underlying material that Prizm did not install.
Normal characteristics of field-applied coatings—such as reasonable variations in texture, sheen, or color within an approved mockup, manufacturer tolerance, or accepted industry practice—are not defects. A special architectural appearance standard must be identified and priced in the proposal.
9. Materials, Availability, and External Charges
Materials and equipment are subject to availability. If a specified item becomes unavailable, is discontinued, or has a materially extended lead time, Prizm may propose a reasonably equivalent substitute, subject to required customer, owner, or design-professional approval.
Pricing is based on supplier, manufacturer, distributor, carrier, and governmental charges known on the proposal date. A new or increased external charge imposed after that date and before Prizm purchases or commits to the affected item may be added to the price. Examples include documented material increases, manufacturer or distributor surcharges, tariffs, customs duties, import or export charges, taxes and environmental fees, freight, fuel, hazardous-material or dangerous-goods charges, detention, demurrage, storage, handling, and currency-related supplier adjustments.
Prizm will give reasonable notice and, on request, reasonable supporting documentation. The adjustment will be limited to the actual increase plus any material, procurement, or subcontractor markup stated in the proposal. Before Prizm commits to the increased cost, the customer may approve the adjustment, approve an available substitute, defer the affected item, or remove or terminate the affected scope while paying reasonable noncancelable and closeout costs already incurred.
10. Inspection, Punch List, and Completion
The customer will make required inspections and hold-point decisions within the time stated in the proposal or project documents. If no time is stated, the parties will coordinate a reasonable inspection period that avoids unnecessary interruption.
After notice that an area or the work is substantially complete, the customer will inspect it and provide a reasonably detailed punch list within 10 business days. Use or occupancy of the work may constitute acceptance of readily visible conditions, but it does not waive a timely claim for a concealed condition, Prizm's failure to complete the agreed scope, fraud, willful misconduct, or a right that cannot lawfully be waived. Prizm is not responsible for damage occurring after care and protection of the completed area has transferred to the customer.
11. Payment
The proposal controls deposits, progress billing, unit-price billing, retainage, and payment timing. If the proposal does not state a payment date, an undisputed invoice is due 30 days after receipt. Unit-price work is billed using actual measured quantities at the agreed unit rate.
The customer may withhold a reasonable amount directly related to work disputed in good faith but will timely pay the undisputed balance. Past-due undisputed amounts bear interest at 10% per year or the maximum lawful rate, if lower. Each party retains all prompt-payment, lien, bond, trust-fund, and other nonwaivable rights available under applicable law.
12. Suspension and Termination
Immediate protective suspension. Prizm may suspend all or an affected portion of the work without advance notice when Prizm reasonably and in good faith believes continued performance would:
expose a person, property, completed work, or the environment to a material safety or damage risk;
require or materially pressure Prizm to act unlawfully, violate a mandatory manufacturer requirement, or perform work that cannot materially conform to the agreed specification;
proceed despite an undisclosed hazardous condition or a material misrepresentation or intentional concealment concerning the site, scope, access, shutdown, substrate, regulated materials, or other condition affecting the work;
be materially obstructed by denial of agreed access or resources, interference by the customer or others under its control, threats, violence, or exclusion of Prizm from the site; or
continue after the customer has definitely and unequivocally stated or demonstrated that it will not perform a material payment, access, coordination, or other contractual obligation.
Prizm will give written notice of the reason for an immediate suspension as soon as reasonably practicable, but it need not leave personnel or equipment exposed while notice is prepared or a dispute is discussed. A good-faith protective suspension is not abandonment. Prizm is not required to resume until the condition is corrected, the customer confirms an acceptable corrective plan, and the parties address resulting cost and schedule effects.
Past-due payment. If an undisputed payment remains past due, Prizm may suspend the affected work after at least seven calendar days' written notice, unless a different notice period is required by law or the project agreement. This notice period preserves the statutory suspension remedy where applicable; Prizm need not continue work during a separate immediate protective suspension that is independently justified above.
Termination for cause. Either party may terminate for the other party's material breach if the breach is not cured within the notice and cure period stated in the proposal or, if none is stated, within seven calendar days after written notice when cure is reasonably possible. Prizm may keep the affected work suspended during that period when an immediate protective-suspension ground exists.
Prizm may terminate immediately by written notice, without an additional cure period, when the customer's breach cannot reasonably be cured; the customer definitely and unequivocally repudiates a material obligation; the customer excludes Prizm or makes lawful, specification-compliant performance impossible; the customer engages in fraud, intentional material misrepresentation, threats, or violence affecting the work; the same material breach recurs after prior written notice and an opportunity to cure; or immediate termination is required by law or a governmental authority.
Customer-directed stop or removal. The customer may direct Prizm to stop work or leave the site. Unless that direction is based on an immediate safety concern or Prizm's material breach after any required opportunity to cure, it is treated as a customer termination for convenience—not an abandonment by Prizm. The customer will pay for conforming work performed, materials reasonably ordered, noncancelable commitments, restocking and cancellation charges, and reasonable protection, demobilization, and closeout costs through the termination date.
For any suspension or termination, the schedule will be reasonably extended and responsibility for documented standby, protection, demobilization, remobilization, and closeout costs will follow the cause of the event. These remedies do not limit rights that applicable law does not permit the parties to waive.
13. No General Warranty
Prizm does not offer a general workmanship warranty or guarantee a particular coating service life. Any Prizm warranty must be expressly stated in the project proposal or a separate writing signed by Prizm. Manufacturer warranties, if any, are governed solely by the manufacturer's written terms. If an assignable manufacturer warranty is issued to Prizm, Prizm will assign it to the customer after full payment and reasonably assist with a claim, but Prizm does not enlarge or independently guarantee it.
To the fullest extent permitted by law, Prizm disclaims other express, implied, and statutory warranties, including implied warranties of merchantability and fitness for a particular purpose. This does not relieve Prizm of its obligation to perform the expressly included work in material accordance with the agreed specification and applicable law.
14. Responsibility for Losses
Each party is responsible for direct loss, bodily injury, and property damage to the extent caused by its own negligent or willful acts or omissions or those of persons for whom it is legally responsible.
Neither party is liable to the other for indirect, special, exemplary, punitive, or consequential damages, including lost profits, lost production, or business interruption, except to the extent such damages cannot lawfully be excluded. Prizm's aggregate liability arising from the affected scope will not exceed the amount paid or payable for that scope. This limit does not apply to fraud, willful misconduct, gross negligence where it cannot lawfully be limited, insured bodily injury or property damage to the extent of applicable insurance proceeds, or another liability that cannot lawfully be limited.
15. Mutual Indemnity
To the fullest extent permitted by law, each party will indemnify and hold the other harmless from third-party claims for bodily injury, death, or property damage, but only to the extent caused by the indemnifying party's negligent or willful act or omission or that of a person for whom it is legally responsible. Neither party is required to indemnify the other for the other party's own negligence or willful misconduct.
The party seeking indemnity will give prompt notice and reasonable cooperation. The indemnifying party may control the defense with qualified counsel reasonably acceptable to the other party, while the other party may participate at its own expense.
16. Insurance
Prizm maintains commercial general liability and workers' compensation insurance. Certificates are available on request. Insurance limits, endorsements, or project-specific coverage beyond Prizm's standard program must be disclosed before pricing and may affect the contract price.
17. Events Outside Either Party's Control
Neither party is responsible for delay or failure caused by an event beyond its reasonable control, including severe weather, fire, flood, epidemic, labor disruption, material shortage, carrier delay, utility failure, governmental action, civil unrest, or interference by others. The affected party will give reasonable notice, take reasonable steps to limit the effect, and receive an appropriate schedule extension. Documented additional project cost will be addressed equitably, considering the cause and the parties' ability to avoid or mitigate it.
18. Dispute Resolution and Mediation
A formal dispute begins when either party sends a written Notice of Dispute identifying the project, the material facts, the amount claimed or relief requested, and the supporting information then reasonably available. Routine field discussions, requests for information, punch lists, invoice questions, and change-order negotiations do not begin this process unless expressly identified as a Notice of Dispute.
Within 10 business days after notice, representatives of both parties with authority to resolve the matter will confer in good faith by telephone, video, or in person.
If a contested dispute involving more than $25,000 remains unresolved, the parties will participate in one nonbinding mediation session before filing a lawsuit. They will attempt to select a neutral mediator experienced in commercial construction within 10 business days and hold the mediation remotely or in Livingston County, Illinois, within 30 days after selection unless they agree otherwise. If they cannot agree on a mediator within that period, either party may proceed to court. Each party pays its own professional fees and one-half of the mediator's fee. One full-day session or the mediator's declaration of impasse satisfies this requirement. A settlement is binding only when written and signed.
For disputes of $25,000 or less, mediation is optional after the conference. Arbitration is not required unless both parties separately agree to it in writing after the dispute arises.
These steps do not delay a mechanic's lien, bond claim, statutory notice, collection of an undisputed amount, filing needed to preserve a limitations period, or emergency or provisional remedy.
19. Governing Law and Court Location
Illinois law governs these Terms. A lawsuit relating to an Illinois project may be filed in the state court serving Livingston County, Illinois, or the applicable federal court. For work outside Illinois, mandatory project-location law and venue requirements control to the extent they cannot lawfully be changed.
20. Notices
Formal notices under these Terms must be in writing and delivered personally, by recognized overnight carrier, by certified United States mail, or by email to the project representatives identified in the proposal or the parties' most recent written notice. Email is effective when sent unless the sender receives a delivery-failure message.
21. Updates and Continuing Relationships
Prizm may update these Terms for future use. A new project is governed by the version identified in its accepted proposal.
For a continuing master agreement, service relationship, or project extending into a later calendar year, Prizm may give at least 30 days' written notice that updated Terms will apply beginning January 1. The update applies only to new task orders, purchase orders, service calls, renewals, additional phases, change orders, materials not yet committed, or other work newly authorized on or after that date. It does not change the price or terms of previously authorized fixed-price work, completed work, earned payment, or an accrued claim unless both parties agree in writing.
If the customer does not accept an update, the existing terms continue for previously authorized work, but Prizm may decline new authorizations after the proposed effective date. External charges covered by Section 9 remain adjustable according to that section.
22. General Provisions
Neither party waives a right by delaying its exercise. A waiver or amendment must be written and signed by the party against whom it is enforced. Neither party may assign the agreement without the other's reasonable written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all related assets.
If a provision is unenforceable, it will be narrowed or severed only to the extent necessary, and the remaining provisions will continue. The accepted proposal, these Terms, and mutually signed project-specific amendments are the entire agreement concerning the work. Electronic signatures and counterparts are effective.
Prizm Companies, Inc. DBA Prizm Coatings & Restoration
Effective Date: August 17, 2026 · Version: 0.8.1