1.0 INTRODUCTION: These Terms and Conditions are incorporated into the request for services you ("Client") have made to the [Inspection Company] (IC). For purposes of these Terms and Conditions, the IC shall include the contractors assigned to perform the inspection services, as well as the agents relied upon for certification services. By acknowledging these Terms and conditions and proceeding, the Client indicates acceptance of these Terms and Conditions between Client and IC which shall govern the performance of the stated services and that IC may proceed with the services. The IC shall inform the Client promptly if it declines to proceed with the services.
2.0 LIMITED WARRANTY: IC warrants that if any of its completed services fail to conform to professional standard, the IC will, at its own expense, perform corrective services of the type originally performed as may be reasonably required to correct such defects, of which the IC is notified in writing within six months of the completion of services. No other representation, express or implied, and no warranty or guarantee is included or intended in this Agreement, or in any report, opinion, document or otherwise.
3.0 PAYMENT TERMS: In connection with the services, the Client may receive invoices, submitted in accordance with paragraph 6.0 herein, are due and payable to IC, at its offices, within thirty (30) calendar days after receipt of invoice, and client agrees to pay reasonable collection costs if necessary in the event of non-payment.
4.0 CLIENT INFORMATION: Client represents that the information supplied to the IC regarding the property to be inspected and/or tested, is accurate and complete and Client has informed IC concerning any dangerous or potentially dangerous characteristics of such property which could cause injury during the performance of the work and Client also acknowledges that IC is relying upon such information in providing the services. The Client agrees to hold the IC harmless and indemnify the IC from any liability of whatever kind or nature, including but not limited to court costs and reasonable attorney’s fees if information provided by the Client is inaccurate or incomplete.
5.0 PROPOSAL PRICE, SCHEDULE AND REPORTS: The IC will work diligently to provide the requested services according to the costs and schedule stated. Client recognizes and agrees that the proposal is a good faith estimate of the costs for the services to be provided and time of completion, but such estimate is not a guarantee of the total costs or time that may be involved in completing the proposal. The IC will not exceed the authorized estimate amount without written authorization of Client and will endeavor to notify Client in advance of requirements for additional funding to meet the necessary costs to complete the services or to complete the additions and changes authorized by the Client. The Client shall be responsible for providing access to the property to be evaluated. Reports will be made utilizing a standard format unless otherwise agreed to in writing. All reports shall be subject to the limitations set forth in the report. Other than the IC satisfying requests for data from Program Sponsors, only the Client is authorized to copy or distribute a report of the services provided and then only in its entirety. Beyond a report or certificate, any use of the IC name or one of its marks, or the name or mark of an IC contractor, for the sale or advertisement of the property, product or service must first be approved in writing by the IC.
6.0 INVOICING: If not prepaid by credit card or paid at time of service by credit card, invoices will generally be issued monthly, or upon project completion, whichever occurs first. In certain instances, invoices may be issued bi-weekly, e.g. where high labor and/or expense costs are incurred by IC in a short time period. Invoices shall be paid according to the terms in Section 3.0.
7.0 INSURANCE: The IC and its contractors declare that they maintain workers' compensation and employer's liability insurance on their employees in a form and amount as required by applicable laws. This insurance does not cover any employees of Client or third parties who may be involved with the work to be performed or may be at the property when the services are provided.
8.0 INSTRUMENTS OF SERVICE:
8.1 The Client agrees to waive any claim against the IC and defend, indemnify, and hold the IC harmless from any and all causes of action, lawsuits, proceedings or claims allegedly arising as a result of unauthorized and/or inappropriate use of an IC report or certificate, including data, calculations, estimates, notes and other documents prepared by the IC in the course of providing services to the client. The client further agrees to compensate the IC for all legal fees and expenses incurred by the IC in defense of such causes of action, lawsuits, proceedings or claims. The Client further agrees to indemnify the IC for any breach by the Client arising out of clause 4.0 (Client Information) above.
8.2 Notwithstanding any other provision to the contrary, the IC retains any and all rights of ownership of any concepts, ideas, inventions, patents or copyrights arising from its internal documents, processes and procedures used to provide services to the Client. The IC agrees that information received from the Client, regarding the property where the services are provided shall remain the property of the Client, and will be returned to the Client upon demand, except for that which is necessary as a basis for the IC report or certificate. Client may designate in writing any information provided by Client to the IC as confidential and proprietary. If Client has done so, the IC will not release to third parties any such information without the prior written consent of the Client or only in response to a proper Court Order or document. As to that information, the IC may make and retain copies.
9.0 LIMITS OF LIABILITY:
9.1 The Client agrees to limit IC liability arising from its professional activity, errors, or omissions, including its contractors, such that the total aggregate liability of the IC shall not exceed the IC’s total fee for the services rendered on the project in question, except in the case of a finding of gross negligence or willful misconduct on the part of the IC by a court of competent jurisdiction.
9.2 The IC shall not be liable to the Client for any consequential damages incurred by Client due to the fault of the IC, regardless of the nature of this fault, whether it was committed by the IC, its employees, agents or subcontractors. Consequential damages include, but are not limited to, loss of use and loss of profit.
9.3 For the avoidance of doubt, the Client agrees to extend any and all limitations, indemnifications, and waivers provided by the Client to the IC to those individuals and organizations retained for proper execution of the work. These shall be deemed to include but are not necessarily limited to the IC's officers and employees and their heirs and assigns, as well as the IC's agents, subcontractors and their officers, employees, heirs and assigns.
9.4 Client acknowledges that inspection or testing, including preparation of a property for testing or inspecting, may damage Client's property. Client agrees to hold the IC harmless from any and all responsibility for such damage.
9.5 Client agrees that although the IC agrees to abide by Client’s safety procedures for property under construction, the IC shall not be responsible for injury to any of Client’s personnel.
10.0 GOVERNING LAW: This proposal, and any work performed pursuant to this proposal, shall be governed by the laws of the State of Florida. Any action hereon shall be brought in said jurisdiction.
11.0 SEVERABILITY: Any provision of this proposal that may be held invalid, void or unenforceable for any reason, shall not affect any other term or condition of this proposal, and such term or condition shall be replaced or interpreted to accomplish the intent of the parties.
12.0 MODIFICATIONS: No modification, waiver or amendment of any of these terms and conditions shall be binding upon the IC unless identified in writing as to modification, waiver or amendment of such terms and conditions, and such writing is signed by an agent of the IC.