Terms and Conditions- Construction Consultancy

TERMS AND CONDITIONS

 

Welcome to STRATCO!

 

These terms and conditions (“these Terms”) represent the Agreement between STRATCO (“us,” “our,” “we”) and the Client (“You”) (individually, “Party”, jointly, “Parties”).

 

By executing the order for services to which these terms are attached, you agree to the following terms:

 

  1. Acknowledgment 
  1.   These terms cover your usage of our services and outline the rights and obligations of all parties to this Agreement.  
  2.   Please read these terms and conditions carefully before executing the order for services. Your usage of our Services is dependent on your acceptance of these terms. 
  3.   When you accept these terms, you shall be legally bound by them.

 

  1. Representation and Warranties

 

  1.   You represent and warrant that in the event You are acting as a representative or agent of another Party, Your representation is binding to the said Party and that the Party shall bear direct responsibility to settle any amount due to Us. 

 

  1.   We agree to comply with all applicable federal, state, or local laws pertinent to performance of the Services under this Agreement. We further agree to include the substance of this paragraph in all subcontracts entered into by Us.  WE DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED, INCLUDING IN RELATION TO ANY INACCURACIES OR OMISSIONS; and TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW  
  2.   Both Parties represent and warrant that they have the valid and legal right to enter into this Agreement and that the performance of their obligations hereunder will not violate the terms of any other agreement or understanding to which each of them is a party, nor conflict with the rights of any third party.

 

  • Agreement Sum

 

  1.   For the completion of the Services by Us under this Agreement, You agree to pay Us the amount as set forth on the following schedule (“Proposal”).

 

[ENTER FEE SCHEDULE]

 

  1.   Unless agreed otherwise, the amounts in the aforementioned proposals shall remain for a period of at most ninety (90) days from the date of the proposal.  
  2.   All expenses incurred by Us shall be billed at cost with an additional 10% Administrative Fee.  All expenses must have reasonable supporting data. 
  3.   In the event You contract a third-party regarding the performance of Our services, the fees thus charged will be billed to You with an additional 10% Administrative Fee. 

 

  1.   In the event You request for services whose fees are not contained in the Services, charges for the said services shall follow the following schedule:  

 

Principal ……………………………………………………………. $325 

Vice President………………………………………………………… $275

Director ………………………………………………….…………. $220

Senior Energy Engineer……………………………………………………… $195 

Energy Engineer ……………………………………………………… $160 

Project Engineer/Project Associate…………………………………. $145 

Technician ……………………………………………………….…. $95 

Administrative Assistant……………………………………………… $75

 

  • Payment Terms


  •   You agree to pay any and all amounts due to Us within thirty (30) days of Your receipt of invoices submitted by Us. 
  •   We shall submit invoices to You for Services performed and any expense(s) incurred. Accordingly, You shall make payments upon Your receipt of the invoice (“due date”). 
  1.   Payments made within thirty (30) days following the due date will attract a late fee of 1.5% per month or the maximum fee permitted by law, whichever is lower. 

 

  1.   We shall send you a Notice of Late payment notifying that your payment is due. Following your failure to pay after Your receipt of the said Notice, We shall cancel this Agreement and stop providing Our services to You. We shall only resume the provision of Our services to You upon Your payment of all outstanding dues, including any expense and fees that We incurred consequential to Your failure to make prompt payment.  
  2.   In the event We cancel this Agreement, we shall have all remedies available under the law.  
  3.   You shall take care of all costs and expenses consequential to Our efforts to collect the outstanding amount, including legal fees. 

 

  1. Term

 

This Agreement becomes effective from the date both Parties execute it and shall last as long as We provide Our services to You under this Agreement. 

 

  1. Existing Conditions of the Project Site

 

  1.   You have given Us an opportunity to examine the Work site. 

 

  1.   In the event that We discover any errors, inconsistencies or problems that We did not anticipate regarding the Project Site, then We shall send written notice to You detailing such problems and possible solutions. 

 

  1.   We shall consider repair of such additional unanticipated conditions as a separate Service from the main Service and shall thereby be charged separately.

 

  1.   You agree to secure any item that may interfere with, or damage, any of Our equipment on the project site. 

 

 

  1. Hazardous and Toxic Substances

 

  1.   Hazardous Substances as used herein means any hazardous or toxic substance, material, chemical, pollutant, contaminant, or waste as those terms are defined by any applicable Environmental Laws (including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq. (“CERCLA”) and the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. [“RCRA”]

 

  1.   Our services are not related to the production, carrying, or using any hazardous substance. 

 

  1. Change of Terms

 

  1.   You may change this Agreement, upon a reasonable notice in writing to Us, as allowed by applicable law. This may include changing, adding, or removing terms. You may do this in response to legal, business, competitive environment or other reasons not listed here. 

 

  1.   Upon Our written consent to the proposed changes, You shall adjust Our fees accordingly per the changes. 

 

  1. Independent Contractor

 

It is expressly agreed that the We shall be independent contractors and that the relationship between Us and You shall not constitute a partnership, joint venture or agency. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of such other Party.

 

  1. Limitation of Liability

 

You are hereby expressly put on notice of the limitation of Our liability and agree that any of Our obligations arising in connection with this Agreement shall be limited in all cases to the amount of fees that You pay us, or payable to Us within twelve (12) months immediately preceding the incidence raising the liability. 

 

  1. Force Majeure

 

Neither Party shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation; provided, however, that in the event of a failure or delay, the Party shall use its best efforts to ameliorate the effects of any such failure or delay.

 

  1. Termination

 

  1. Termination following completion of Services

This Agreement shall terminate upon Our completion of Our services under this Agreement. 

 

  1. Termination upon breach

 

Either party may terminate this Agreement immediately by delivering written notice to the other party for any material breach not cured within ten (10) days of receipt of notice of the breach.

 

  • Termination without cause

 

Either Party may terminate this Agreement at any time, for no reason upon thirty (30) days written notice to the other party. In the event You terminate the Agreement pursuant to this Subsection, You shall pay Us all outstanding amounts for Our services offered until the time of termination.  

 

  1. Survival of obligations

 

  1.   Any obligations or duties which, by their nature either before the Parties entered this Agreement, or that extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

 

  1.  Sections 4, 10, 13, and 19 of this Agreement shall survive the termination of this Agreement. 

 

  1. Confidential Information

 

  1.   During the term of this Agreement, both Parties may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to either Party which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. 

 

  1. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. 

 

  1. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. 

 

  1. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. 

 

  1. Intellectual Property

 

  1.   Either Party shall retain all intellectual property owned prior to this Agreement. 

 

  1.  However, We are, and shall be, the sole and exclusive owner of all right, title and interest in and to Our Services, including all intellectual property rights therein. 

 

  1.  All Content, documents, and materials included as part of Our Services, such as text, graphics, logos, button icons, images, audio clips, information, data, forms, photographs, graphs, videos, typefaces, graphics, and other material, and software (“Works”) are Our property and are protected by copyrights, trademarks, trade secrets, or other proprietary rights and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed.

 

  1.  You are expressly prohibited from modifying, removing deleting, augmenting, adding to, publishing, transmitting, adapting, translating, participating in the transfer or sale of, creating derivative works from, or in any way exploiting any of the Works, in whole or in part. Any use other than as contemplated herein, except as specifically permitted herein, is strictly prohibited.

 

  1.  Any violation of this provision by You shall entitle amount to a material breach for the purposes of Section 12 of this Agreement. Upon a breach of this subsection, We are also entitled to other remedies provided by law.  
  2. Rights of photographic representation, and name use.

 

  1.  You hereby grant Us the rights to make representations of the project work in form of photographs, with your name for the purposes of promotion of Our services and professional presentation. 

 

  1.  In the event the said photographs are subject to Your intellectual property rights, You agree to grant us a non-exclusive, perpetual, irrevocable, royalty-free license to use the said photographs. 

 

  1. Assignment of Rights and Obligations

 

  1.  This Agreement is personal and cannot be transferred to any other person unless under consent of either Party in writing. 

 

  1.  In the event of a merger or acquisition of either Party, the provisions of this Agreement shall inure and bind the new Party. 

 

  1.  We shall subcontract some of Our services. Accordingly, We shall provide You a proof of the insurance coverage from the subcontractor. 

 

  1. Notices

 

  1.   All Notices or communications shall be in writing and shall be sent by personal delivery; nationally recognized overnight courier; or certified mail, return receipt requested or via e-mail with a written confirmation from recipient of the receipt of such Notice. All Notices shall be deemed to be given on the date received. Either party may change its address by Notice given as provided in this Contract.

 

  1. Address for Notice shall be: (a) if to You: at the address set forth below Your signature to this Agreement; (b) If to Us: to Jeffrey Perlman, President, Stratco, Inc. 11 Hanover Square, 21st Floor, New York, NY 10005.

 

  1. Dispute Resolution

 

If the Parties have any concerns or disputes under this Agreement, they agree first to try to resolve the dispute informally by formal communication. If that fails, the dispute will be settled through mediation administered by the American Arbitration Association under its Commercial Mediation Agreement Procedures. In the event the dispute cannot be solved by mediation, it shall be settled and determined by arbitration in New York City before a panel of one (1) arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. 

 

  • Obligation to provide data

 

You shall take all necessary steps, at Your cost, to provide Us all information required by Us for the performance of Our services, including a Letter of Authorization on behalf of the tenants.

 

  1. Indemnification

 

Except to the extent permitted by applicable law, You agree to indemnify and hold Us harmless, and Our respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any Your act or omission, that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

 

  1. Insurance

 

We agree to maintain at all times all required insurance coverage and provide written evidence of such coverage to You upon request.

 

  1. General Provisions

 

  1.   Governing Law

 

This Agreement be governed by and construed in accordance with the laws of the State of New York without giving effect to the application of principles of conflicts of laws.

 

  1. Severability 

 

If an arbitrator or court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, such holding shall not affect the remainder of the Agreement, and the said remainder of the Agreement(s) shall remain in full force or effect.

 

  • Entire Agreement and Waiver


  •  The parties agree that the Complete Terms and Conditions, our Terms of Use Agreement and Privacy Policy set forth their entire Agreement and there are no promises or understandings other than those stated herein. 

 

  1. No waiver by either party of any breach of any of the covenants or conditions herein contained, performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition. 

 

  1. Authorization

 

By signing this agreement, You give Us and/or Our utility data provider(s), including WegoWise, permission to: 

 

  1. Retrieve data for energy and water accounts of any Property from Your energy and water distributors and suppliers, distribution companies, utilities and/or other interested third parties (collectively “Utility Companies”) (e.g., through Utility Companies’ websites and/or communication with Utility Companies’ representatives);  
  2. Post information about any Property to EPA’s Energy Star Portfolio Manager (“Portfolio Manager”) tool on Your behalf;  
  3. Store information and utility bill data for any property on Your secure computer servers;  
  4. By submitting third-party data, passwords, usernames, PINs, other login information, materials and other account information (“Third-Party Account Information”) to the ESC Website or to Us, as defined in our Terms of Use Agreement incorporated herein, you: 

 

  1. expressly authorize and permit Us to use and store such Third-Party Account Information to access the Third-Party Content for the purpose of providing Content and Services; and  
  2. warrant and represent that such Third-Party Account Information may be used for the purposes set forth herein without subjecting Us to any obligations or limitations, including any obligation to pay any fees. Third Party Content and Third-Party Account Information may be referred to collectively herein as “Third Party Data.”

 

In Witness of whom, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:

 

___________________________________ ___________________________

                    Your Signature                                             Date

 

___________________________________ ___________________________

                    Our Signature                       Date

 

 

 

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, we will be able to prepare the legal document within the shortest time possible.