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    Master Agreement

    Terms and Conditions

     

    These Terms and Conditions constitute the Agreement between BLUE HAT CLEANING, INC. (the “Company”) and you, the customer (“Owner”), relating to services and deliverables described herein. In consideration of the mutual covenants and agreements in this Agreement, the parties agree as follows:

     

    1. Services and Deliverables. Company shall perform the services (“Services”) and provide materials, equipment or goods (“Deliverables”) in accordance with this Agreement and as provided in any fully executed statement of work, purchase order, or other ordering document  as mutually agreed by the parties in writing (each, a “SOW”). Company may contract with or use subcontractors to perform some of the Services or provide Deliverables in Company’s sole discretion. This Agreement is a non-exclusive agreement as to Owner and Company.  Nothing herein requires any minimum number of SOWs be executed hereunder.  The details of the method and manner for performance of the Services by Company shall be determined by Company in its sole discretion, except as otherwise specifically agreed by the parties in writing. 

     

    1. Estimates/Change Orders. Estimates are not binding until memorialized in a fully executed SOW. Any material change to a SOW shall be set forth in a change order by a writing duly executed by the parties, or their authorized representatives (a “Change Order”).

     

    1. Integration and Amendment. The parties expressly agree and acknowledge that this Agreement and each mutually agreed upon and duly executed SOW constitute the sole, complete, and entire agreement of the parties concerning the subject matter hereof. No statements, promises or representations have been made by either of the parties, or are relied upon, and no consideration has been or is offered, promised, expected or held out, other than as stated herein. Neither of the parties is relying on any representations other than those contained within this Agreement and the SOWs.  No conditions precedent to the effectiveness of this Agreement exist.

     

    1. Confidentiality. Owner shall, and shall ensure that its officers, directors, consultants, employees, subcontractors and agents (collectively the “Representatives”), keep confidential (using at least the same standard of care as it uses to protect proprietary or confidential information of its own, but in no event less than reasonable care) and not publish or otherwise disclose and not use for any purpose except as permitted herein, any Confidential Information furnished to it by the Company. “Confidential Information” means any information, in whatever form, including without limitation, Personal Information, as hereafter defined, and information relating to the Company’s business activities, know-how, business plans, trade secrets, demographics, information technology, systems, market research, general customer information and other confidential business information related to the conduct or strategy of the Company, and any other information provided to a party which by its nature would reasonably be considered confidential. Personal Information” means information which alone or in combination with other information can identify or reasonably be associated with a specific individual, device and/or household and includes but is not limited to any information subject to all applicable law including data protection or data privacy laws. Each party acknowledges that remedies at law may be inadequate to protect the other party against any actual or threatened breach of this Section. Owner agrees that any violation of any of the covenants in this Section would cause substantial and irreparable injury to the Company whereupon, without prejudice to any other rights and remedies otherwise, the Company will be entitled to injunctive relief without proof of actual damages or posting of bond.

     

    1. Payment. All payments must be made by credit card or ACH draft unless otherwise expressly agreed in an executed SOW. Before any work is scheduled a valid credit card or ACH bank draft agreement must be on file.  All work is billed on Tuesday of the week following service unless otherwise expressly agreed in a fully executed SOW.Owner hereby waives presentment, notice, and demand. No failure of the Company to demand payment shall be deemed a waiver of Company’s right to payment for Services or Owner’s obligation to pay for the same. If Owner fails to pay in accordance with the deadlines set forth in this Agreement and/or any SOW, then the unpaid balance shall be subject to a late fee of $75 and interest on the outstanding balance, compounded monthly. All late payments by Owner shall bear interest at the rate of 12% per annum, calculated daily and compounded monthly. If an action or suit by an attorney is necessary, Owner shall also reimburse Company for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees, with or without suit (and including appellate attorneys’ fees). Any check returned for insufficient funds shall incur an NSF fee of $_40, which shall be due and payable from Owner to Company upon demand.

     

    1. Owner Obligations. Owner shall: (a) Designate an agent to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Owner Contract Manager”), with such designation to remain in force unless and until a successor Owner Contract Manager is appointed; AND (b)  Require that the Owner Contract Manager respond promptly to any reasonable requests from Company for instructions, information, or approvals required in order to provide the Services; and (c)  Cooperate with Company in its performance of the Services and provide access to Owner’s premises as required to enable Company to provide the Services.

     

    1. Termination and Survival. Either party may terminate this Agreement or an SOW, effective upon written notice to the other party. Owner shall, however, remain liable for any amounts owed to Company for Services provided through the date of termination.

     

    1. Ownership of Materials. The Company shall retain Ownership of all equipment and materials of the Company utilized in performing the Services. No equipment or materials left at a job site by the Company shall be deemed abandoned and Owner shall cooperate with the Company in the Company’s retrieval of the same.

     

    1. Warranty and Performance. Company represents, warrants, and covenants that all Services and Deliverables, as applicable, will be performed and/or delivered: (a) in a professional, good and workmanlike manner; (b) in compliance with the specifications contained herein and in the applicable SOW; and (c) within the time frames set forth in this Agreement or the applicable SOW or, if no time frame is specified, within a reasonable time.

     

    1. Insurance and Indemnification. To the fullest extent permitted by law, Owner will on behalf of itself and its Representatives, at Owner’s sole cost and expense, indemnify, defend and hold Company, its affiliates, and each of their respective representatives, successors, and assigns harmless from and against any and all third party claims, actions, suits, allegations, demands, proceedings and regulatory actions (each a “Claim” and collectively, “Claims”) and all liabilities, damages, judgments, fines, penalties, settlements, costs, expenses (including reasonable attorneys’ fees) and charges (collectively “Losses”) directly or indirectly arising from or related to a Claim from, or in connection with any actual or alleged negligence, gross negligence, recklessness, willful misconduct, or alleged breach of applicable law by Owner.

     

    1. Limitation of Liability. Except as otherwise provided in this Agreement, Company shall not be liable to Owner for any consequential, indirect, exemplary, or punitive damages (including lost profits) arising in connection with this Agreement without regard to the nature of the claim (e.g., breach of contract, negligence or otherwise), even if Company has been advised of the possibility of such damages. 

     

    1. Term and Termination. This Agreement will commence as of the Effective Date and will continue until terminated in accordance with its terms.

     

    1. Fees and Expenses. Fees for the Services and Deliverables will be as set forth in a SOW. Unless otherwise specified in the SOW, invoices will be due and payable upon receipt.

     

    1. Assignment. Owner shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement (including payments due hereunder) without the prior written consent of Company. Any purported assignment or delegation in violation of this section shall be null and void.

     

    1. Jurisdiction, Venue and Choice of Law. Each party irrevocably and unconditionally agrees that any lawsuit in any way arising from or relating to this Agreement and/or any SOW shall be brought only in the courts of Westmoreland County, Pennsylvania. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. Any claim relating to or arising out of this Agreement or any SOW shall be governed by, and construed in accordance with, the laws of Pennsylvania, without giving effect to the conflict of laws provisions thereof, except that any mechanics lien claim shall be governed by the laws of the state where the subject real estate is located and venue shall be in the county where the real estate is located.

     

    1. Mechanics Lien Law. The Parties acknowledge and agree that the Services and materials provided under this Agreement shall fall within the Virginia Mechanics Lien Law, Code of Virginia, Title 43 (the “Act”). The Services and materials provided by the Company under this Agreement and/or any SOW shall be deemed labor and materials for the construction, removal, repair, or improvement of the subject real estate under the Act. Company shall have the right to seek collection from Owner for any payments due and unpaid pursuant to the provisions of the Act and Owner expressly and knowingly waives any claim or defense that the Services, labor, or materials provided hereunder are not recoverable under, or within the purview of the Act.

     

    1. Miscellaneous. Any notice(s) to be given under this Agreement shall be given in writing at the addresses provided by the parties in writing. Notice shall be given to the Company at the office of its registered agent located at 4445 Corporation Lane STE 264 Virginia Beach, VA 23462.

     

    No amendment of this Agreement will be effective unless in a signed writing. No waiver or forbearance by the Company of any default hereunder shall be construed as a waiver of any subsequent default or as a course of conduct between the parties.

    In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable in any respect, such holding will not affect any other provisions of this Agreement, which will remain in full force and effect.

     

    This Agreement, together with any SOW(s) constitutes the entire agreement between the parties.

     

    The indemnification and confidentiality obligations will survive termination of this Agreement.

     

    Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, employer-employee or joint venture relationship between the parties. No party shall incur any debts or make any commitments for the other.