Service Order Terms and Conditions
Acceptance. These Terms and Conditions (“Terms) are applicable to Service Orders issued by homewatchguru (HWG). (The Terms, S.O., and any additional terms that you agree to, are referred to together as “Agreements”) The Client agrees, with respect to this Service Order, to be bound by the following provisions. HWG’s acceptance of any Service Orders from Client is strictly conditioned upon the Client’s acceptance of these Terms and Conditions. Client shall be conclusively deemed to have accepted the same upon any of the following by Client, its agents or representatives: (i) written or electronic acknowledgment or acceptance hereof, (ii) transmission to HWG, any order for Services (iii) acceptance of or payment for any service covered in the S.O..
License. Client hereby grants HWG a non-exclusive and a non-transferable license to enter the premises of the Service Location identified in the Service Order to perform HWG’s obligations under the Service Order.
Completion Criteria. HWG shall have fulfilled its obligations when HWG performs the Services identified in the S.O.
Substitution of Service. HWG is entitled to ensure the fulfilment of the Service Order by making available an adequate substitute; This may also be an external company retained by HWG, if necessary; in such case, HWG commits itself to a careful selection and instruction.
Termination. HWG reserves the right to terminate the S.O.
Remedies. Client’s failure to provide payment according to the terms identified in the S.O. shall constitute breach of contract by Client. In such an event, HWG shall have the right to submit invoices older than 30 days to a collection agency.
Dispute Resolution. The parties will attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the following Alternative Dispute Resolution (ADR) procedure: Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
Confidentiality. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. The HWG agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the HWG has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement. All written and oral information and material disclosed or provided by the Client to the HWG under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the HWG.
Disclaimer of Warranty. THE HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES AND NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HWG DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE.
Independent Contractor. HWG will be retained as independent contractors for the length of this Agreement. HWG will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement.
Entire Agreement. The Service Order and Terms contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior Agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing (email is acceptable) and signed by all of the parties hereto.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Exclusive jurisdiction and venue shall be in Pinellas County, Florida.
Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement.
Payment Milestones. In the event Client fails to make any of the payments owed, HWG shall have the right to immediately cease all Services payment in full is paid.
Indemnification. Client hereby agrees to hold HWG harmless from, and to defend HWG against, any and all claims, debts, demands and lawsuits. Client agrees to pay HWG’s attorney’s fees related to HWG’s Services at the Service Location.
Time is not of the essence.
Client will not rely on the representations of HWG, other than those found explicitly in this agreement and has not relied upon any current or prior representations or understandings and waives any rights or claims arising from the same.
Liability.EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.
Force Majeure. Neither party hereto shall be responsible for any losses or damages to the other occasioned by delays in the performance or non- performance of any of said party’s obligations when caused by Acts of God, strike, acts of war, inability of supplies or material or labor or any other cause beyond the reasonable control of the said party at any time for performance of any services or shall be extended by the period of such delay.
Severability and Waiver. In the event any portion of this Agreement is deemed to be invalid or unenforceable, such portion shall be deemed severed and the parties agree that the remaining portions of this Agreement shall remain in full force and effect. No waiver of any breach of any provision of this Agreement will be effective or binding unless in writing and signed by the party purporting to give the same, and will be limited to the specific breach waived unless otherwise provided in the written waiver.
Counterparts. This Agreement may be executed in counterparts in the same form and such parts so executed shall together form one original document and be read and construed as if one copy of the Agreement had been executed. Execution and delivery of this Agreement by e-mail or fax transmission shall constitute legal and binding execution and delivery of this Agreement.