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Terms And Condition

Saint Pete Sealers LLC

Version Date: 11/14/2024

These Terms and Conditions (“Terms”), located at [WEBSITE URL] are entered into by and between you (“Client”), and Saint Pete Sealers LLC, a for-profit limited liability company duly organized and authorized to do business in the State of Florida (“Vendor”) to provide commercial pressure washing services, including drone-powered services (“Work”). PLEASE READ THE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICE.

Vendor reserves the right to modify these Terms at any time. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms.

NOW THEREFORE, in consideration of the foregoing recitals, the following mutual covenants and conditions, and other good and valuable consideration, Client and Vendor agree as follows:

  1. TERMS OF SERVICE
  2. CONTRACT DOCUMENTS. The Contract Documents, which comprise the entire understanding between Client and Vendor shall only include: (a) these Terms and Conditions (“Terms”), and (b) the invoice detailing the Work (the “Scope of Services”). Each of these documents are incorporated herein by reference for all purposes. If there is a conflict between the terms of these Terms and the Contract Documents, then the terms of these Terms shall control, amend, and supersede any conflicting terms contained in the remaining Contract Documents.
  3. SCOPE OF SERVICES. Vendor shall be responsible for providing all materials, labor, supervision, tools, accessories, equipment, and all other things necessary for Vendor to perform its obligations under these Terms and as set forth in the Scope of Services. The Scope of Services may only be adjusted by mutual written Agreement between Client and Vendor.

2.1 The following are not included in the scope of the Work:

  1. The cost of any processing and filing fees for permits (if applicable);
  2. The cost of any permits (if applicable);
  3. COMPENSATION. The Client agrees to compensate the Vendor for completing the Work as detailed in the Scope of Services, for the total sum agreed upon (the “Agreement Price”). Prior to the commencement of the Work, Client will remit to Vendor fifty percent (50%) of the Agreement Price.

3.1 The Client shall issue the remaining fifty percent (50%) of the Agreement Price to the Vendor within thirty (30) days following completion of the Work. Should payment not be received within this time frame, the outstanding amount will be subject to a late payment fee. This fee will accrue interest at a monthly rate of two percent (2%) until the total outstanding balance is paid in full. In the event of late payment, the Vendor reserves the right to initiate collection procedures. The Client will be responsible for all costs incurred by the Vendor in such collection efforts, including but not limited to reasonable attorneys’ fees, court costs, and collection agency fees. The Vendor retains the right to suspend ongoing Work or withhold the delivery of Work until all outstanding payments, including accrued interest and collection costs, have been received in full. The Client acknowledges that the timely payment of invoices is of the essence in these Terms and agrees to prioritize such payments accordingly.

  1. CHANGE ORDERS. In the event of any change to the Work made at the request of the Client, regardless of whether such request is made and/or agreed to in a formal Change Order, in an oral request, or in a written request by email or other electronic correspondence by Client or its designated representative (a “Change Order”), the Agreement Price and contract time will be adjusted accordingly, including without limitation, any additional overhead, profits, and other costs and expenses associated with the Change Order. Vendor may rely on any Change Order authorized by Client or its designated representative. No Change Order shall be binding on Vendor unless signed by Vendor.  All Work performed on or after the effective date of a Change Order will be billed at the new quoted price level.  Such changes in the Agreement Price will ordinarily be consistent with changes resulting from state, federal, or local legislation, and/or any change in material, labor, shipping, and overall operating costs.  In the event Client changes the scope of the Work in any respect (to the extent, and as permissible under these Terms), Vendor and Client shall execute a Change Order, and Vendor, at its discretion, may adjust the Agreement Price and Agreement Time accordingly.
  2. ACCEPTANCE. Upon completion of the Work, the Client shall have five (5) business days to inspect and either accept or provide written rejection of the Work.

5.1. If the Client elects to reject the Work, the Client must provide a detailed written statement outlining the reasons for rejection and the specific areas of the Work requiring correction. In the event of rejection, the Vendor shall have the right to cure the identified deficiencies within a reasonable time frame, not to exceed ten (10) business days, unless a longer period is necessary due to the nature of the Work or availability of materials. If the Client fails to provide a written rejection within the five (5) business day inspection period, the Work will be deemed accepted by the Client. Acceptance, whether express or deemed, constitutes acknowledgment by the Client that the Work satisfactorily meets the requirements set forth in the Scope of Services.

5.2 Upon deemed or express acceptance, the Client waives any further claims regarding the quality and specification of the Work and agrees to remit the final payment as outlined in the Compensation section of these Terms.

5.3 The Vendor reserves the right to impose a reasonable administrative fee for any additional inspections or work required due to Client’s rejection, which shall be disclosed to the Client in advance of such additional work.

  1. TAXES. The Agreement Price does not include any applicable use, luxury, special, occupancy, excise, sales or other taxes, duties, quotation fees, or other governmental imposition fees, unless so specifically stated, which Vendor may be required to pay or collect under any existing or future law.  Any applicable taxes will be added to Agreement Price. If Vendor fails to collect any such taxes and is required to pay taxes to any taxing authority, Client will make such payments upon demand to Vendor, its agents, suppliers, or, if requested by Vendor, directly to such taxing authority.  This obligation will survive completion of the Work.
  2. DEFAULT. In the event of a default, which occurs if any payment due under these Terms is not made on the due date, the Client will be provided a grace period of five (5) business days to remedy the default. During this period, the Client must cure the default to avoid further action by the Vendor. Time is of the essence with respect to all payment obligations under these Terms.

7.1 If the Client fails to cure the default within the specified grace period, the Vendor, at its sole discretion, may take any or all of the following actions:

  1. Suspend the performance of the Work until full payment, including any accrued interest, is received.
  2. Terminate the Agreement, in which case the Client will be responsible for any Work already performed up to the point of termination, including the costs associated with demobilization and remobilization if the Work is to be continued at a later date.
  3. Initiate legal proceedings to recover the unpaid amount, accrued interest, and any additional costs associated with the collection of the debt, including but not limited to reasonable attorneys’ fees and court costs.
  4. Apply any deposits or payments received from the Client to the outstanding balance.

7.2 The Vendor shall not be responsible for any damages or delays to the Premises resulting from the suspension or termination of the Work due to Client’s default.

7.3 In the event of  Vendor default, Client will give Vendor at least fifteen (15) days prior written notice and opportunity to cure any default under these Terms, or such longer period as is reasonable under the circumstances.

  1. DISCLAIMER; CLIENT OBLIGATIONS.  Client acknowledges and agrees that Client is not permitted to access or make inspections of the structure and/or Work being performed during the period of time that the Work is in progress without being escorted by an authorized representative of the Vendor. Such prohibition is to be strictly enforced for purposes of safety, and to prevent any possibility of liability as a result of bodily injury or property damage. Client hereby agrees to indemnify, defend (with counsel of Vendor’s choice, advance, and hold Vendor harmless from any and all damage, loss or injury, whether to person or property, suffered by Vendor, Client, or any third party suffered at the Premises, as a result of the violation of this provision. Further, Vendor shall not be responsible for water leaks and intrusion, which, at times, may be inevitable due to inadequate seals on windows and doors, or cracks on walls and foundations, or water leaks or intrusion due to Client or its agents, occupants or tenants’ failure to fully close doors, windows or any other building openings prior to the commencement of the Work.

8.1 Client acknowledges that due to the nature of the Work, damage to the landscaping, the pavers, the drives, the parking areas, and the grounds located near or below the area where the Work is performed, is unavoidable. Vendor shall take commercially reasonable precautions to minimize damage, but shall not be liable for any damage thereto.  All expenses incurred by Vendor related to protection of the landscaping, the pavers, the drives, the parking areas, and the grounds shall be reimbursed by Client. Although Vendor shall take commercially reasonable precautions to minimize any water intrusion or other damage caused by a weather event (e.g., rainstorms and high winds), Client acknowledges that such precautions do not guarantee that a property unit or surrounding units will be protected from damage caused by a weather event.  Therefore, the parties agree that Vendor shall not be liable for any water intrusion or other damage caused by a weather event.  All expenses incurred by Vendor related to protect against water intrusion or other damage caused by a weather event shall be reimbursed by Client.

8.2 Client shall provide for unfettered access to the areas Vendor shall require, free of any interference from persons, furniture, fixtures, personal property, boxes, and any other items. In such cases as may be necessary, the installers may need to move furniture and other items. Vendor shall not be held responsible for any damages resulting therefrom and Client waives all damage claims in this regard. Client warrants that he/she/it is the owner, or a duly authorized agent for the owner of the premises at which the Work is to be undertaken. Client shall remove, cover, protect, and preserve Client’s personal property during the Work and hereby assumes full responsibility for any damages resulting from the Work and agrees to indemnify, defend (with counsel of Vendor’s choice), advance and hold Vendor and its agents harmless from any claim or liability arising from any such damages, losses, liability or expense.

  1. CLAIMS FOR CONCEALED OR UNKNOWN CONDITIONS. Change Orders may be required and additional costs may be incurred as a result of any condition which is not readily visible.  Vendor has not performed any testing or other inspections of the project site. Client represents and warrants that site conditions at the Premises will be appropriate for the performance of the Work, without additional expense to Vendor. If conditions are encountered at the site which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in these Terms, or (2) unknown physical conditions, then notice by the observing party shall be given to the other party.  In the event any invoice needs to be revised due to the site conditions which are substantially different from those disclosed to Vendor or as otherwise described herein, Vendor shall be entitled to a Change Order to increase the contract time and Agreement Price for any increase in the costs of the Work, plus reasonable overhead and profit.
  2. INDEMNIFICATION. The Client agrees to indemnify, defend, and hold harmless the Vendor and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers, arising out or resulting from any claim of a third party related to the Work performed under these Terms, except for any such claims arising out of the Vendor’s willful misconduct or gross negligence. This indemnification will extend to, without limitation, any personal injury, death, or property damage claims, and shall survive the termination or expiration of these Terms.
  3. INDEMNIFICATION PROCEDURE. Upon the occurrence of any event or circumstance that may give rise to a claim for indemnification under these Terms, the Client shall promptly notify the Vendor in writing of the claim and shall provide the Vendor with all information and assistance reasonably requested by the Vendor for the defense of the claim.

11.1 The Vendor shall have the sole right to control the defense of any such claim, including the selection of legal counsel, and all negotiations for its settlement or compromise; provided, however, that the Vendor shall not settle any claim admitting fault or liability on the part of the Client without the Client’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed).

11.2 The Client shall cooperate with the Vendor in the defense of any such claim and shall furnish such records, information, and testimony, and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested in connection therewith.

  1. LIMITATION OF LIABILITY.

12.1 IN NO EVENT WILL THE VENDOR BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO THE WORK OR ANY MATERIALS UTILIZED IN THE WORK, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE VENDOR  HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

12.2 THE CLIENT FURTHER AGREE THAT THE AGGREGATE LIABILITY OF THE VENDOR TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE WORK OR ANY MATERIALS UTILIZED IN THE WORK, OR OTHERWISE UNDER THIS TERMS OF SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE LESSOR OF (i)THE AMOUNTS YOU HAVE PAID TO VENDOR FOR THE WORK IN THE TWELVE MONTHS PRIOR TO EVENTS GIVING RISE TO THE CLAIM OR (ii) $1,000.

12.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12.4 EACH PROVISION OF THESE TERMS OF SERVICE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS TERMS OF SERVICE BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS OF SERVICE. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.4 The Client acknowledges that the use of drones for pressure washing services carries inherent risks and agrees that Vendor has established this limitation of liability in consideration of such risks and the Agreement Price.

  1. SALE BY AGENT OR REPRESENTATIVE. No agent, employee or representative of Vendor, other than an officer or manager of Vendor, has any authority to bind Vendor to any modification, representation or warranty concerning these Terms.
  2. MEDIATION; ARBITRATION. In the event of any controversy or claim arising out of or relating to these Terms, such controversy or claim shall be first submitted to non-binding mediation with a mediator selected by Vendor, and each party will pay one-half of the mediator’s fees and expenses. The non-binding mediation will occur within 30 days of demand by either party.  If the parties cannot reach an Agreement during non-binding mediation, then the parties may thereafter seek resolution by filing a claim for binding arbitration in Pinellas County, Florida, by and under the rules or the American Arbitration Association then pertaining to commercial arbitration, and judgment upon any award made under such arbitration proceeding shall be final and may be enforced in any court having jurisdiction thereof.  The costs and expenses of arbitration, or appeals of such arbitration, including the fees of arbitrators and reasonable attorney fees, shall be borne by the losing party or in such proportions as the arbitrators shall determine.
  3. ATTORNEY’S FEES. In any litigation, proceeding, arbitration, or dispute arising out of or relating to these Terms, including breach, enforcement, collection or interpretation, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorney’s fees, costs, and expenses, including without limitation, all fees, costs and expenses incurred through all post judgement and appellate levels and in connection with collection and bankruptcy proceedings.
  4. FORCE MAJEURE. Neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control, including but not limited to acts of God, weather conditions, acts of terrorism, civil disturbances, work stoppage, fire, explosion, or governmental action. In the event that such circumstances occur, the affected party shall notify the other party promptly, detailing the nature and expected duration of the force majeure event. The performance of the affected party’s obligations shall be suspended for the duration of the event plus a reasonable period thereafter to allow the affected party to resume performance.

16.1 If the force majeure event continues for a period longer than thirty (30) days, either party may terminate the Agreement upon written notice to the other party without any further liability, except for the obligations that accrued prior to the occurrence of the force majeure event.

16.2 The Vendor shall not be liable for any additional costs, losses, or damages suffered by the Client as a result of any delay or stoppage of the Work due to a force majeure event.

16.3 The Client agrees to compensate the Vendor for any Work performed prior to the force majeure event and to reimburse the Vendor for any non-recoverable expenses incurred as a result of the commencement of the Work.

  1. GENERAL PROVISIONS. These Terms shall be governed by the laws of the State of Florida and no other laws. Unless otherwise prohibited by law, the exclusive venue for any dispute under these Terms shall be a court of competent jurisdiction in Pinellas County, Florida. In the event that any of the provisions hereof shall be held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect as written.  No right or interest in these Terms arising hereunder shall be assigned in whole or in part by Client and no delegation of any obligation of Client hereunder shall be made without the prior written permission of the Vendor which permission Vendor is not obligated to give.  The individual rights and remedies of Vendor reserved herein shall be cumulative and in addition to any other or further remedies provided in law or equity or in these Terms.  Waiver by any party of a default by the other party to this Agreement shall not be deemed a waiver of future compliance therewith, and such provision shall remain in full force and effect as written.  As used herein, “Client” and “Vendor” include their respective heirs, executors, personal representative, permitted successors and assigns, including their corporate successors by purchase, merger and acquisition.  No delay or omission by the Vendor or its affiliates in exercising any right or remedy under these Terms shall operate as a waiver thereof, or of any other right or remedy.  Vendor may set off any amount payable to Client at any time against all present and future indebtedness or other obligations of Client arising from this or any other transaction (whether or not related thereto).  Any monies due for materials or services furnished hereunder may at Vendor’s option be applied to the payment of any sums which the Client may owe Vendor or to any subsidiary of Vendor.
  2. PHOTOGRAPHY AND IMAGE RIGHTS. The Vendor may, at its discretion, photograph, video, or otherwise record the condition of the Premises before, during, and after the completion of the Work for the purposes of documenting the quality and progress of the Work, for use in marketing materials, or for any other lawful purpose related to the business operations of the Vendor.

18.1 The Client hereby grants the Vendor an irrevocable, perpetual, non-exclusive, royalty-free license to use, reproduce, modify, publish, display, and create derivative works from any images or recordings taken of the Premises, without compensation or acknowledgment to the Client. The Vendor shall be the sole and exclusive owner of all rights, title, and interest in and to such images or recordings, including any intellectual property rights arising therefrom.

18.2 The Client waives any right to inspect or approve the finished photographs, video recordings, or printed or electronic matter that may be used in conjunction with them now or in the future, whether that use is known to the Client or unknown, and the Client waives any right to royalties or other compensation arising from or related to the use of the images or recordings.

18.3 The Vendor agrees to use reasonable efforts to ensure that images and recordings will be used in a lawful and professional manner and will not be used in any way that is derogatory to the Client or the Premises.

18.4 This provision shall survive the termination or expiration of these Terms and Conditions.