Terms of Service Agreement:
Scope of Services: The Sewer Scope Company agrees to provide the following services to the Client:
Inspection of the sewer line(s) using a video camera in an attempt to identify any defects, obstructions, or other issues.
Provision of a video recording of the inspection, which shall be made available to the Client upon request.
The Sewer Scope Company shall perform the services in a professional and workmanlike manner, and shall comply with all applicable laws, regulations, and industry standards. The Sewer Scope Company shall use reasonable care and skill in performing the services, and shall exercise due diligence and diligence consistent with industry standards to ensure that the services are performed in accordance with the Scope of Services. The Sewer Scope Company shall have the right to subcontract any of the services provided under this Agreement, provided that it obtains the prior written consent of the Client.
Fees and Payment: The Sewer Scope Company shall charge the Client a fee for the services provided, as outlined in the Scope of Services. The Client shall pay the Sewer Scope Company the agreed-upon fee in full prior to the provision of services. The Sewer Scope Company may require a deposit to be paid prior to the provision of services, which shall be applied to the total fee. The deposit shall be non-refundable if the Client cancels the services, except in the event of cancellation by the Sewer Scope Company. Any additional costs incurred by the Sewer Scope Company, such as travel expenses, shall be reimbursed by the Client. The Client shall pay all fees and expenses due under this Agreement without setoff or deduction, and shall pay all amounts due within 10 days of receipt of the invoice. The Sewer Scope Company may charge a late fee of 1.5% per month on any unpaid amounts after 10 days.
Warranties and Guarantees: The Sewer Scope Company warrants that the services provided under this Agreement shall be performed in a professional and workmanlike manner and in accordance with all applicable laws and regulations. The Sewer Scope Company further warrants that the results of the sewer scope inspection shall accurately reflect the condition of the sewer line(s) at the time of the inspection, to the best of its knowledge, based on the information available to it at the time of the inspection.
The Sewer Scope Company guarantees that if any defect or issue is identified during the sewer scope inspection, it shall recommend appropriate repairs or maintenance to correct such issues. However, the Sewer Scope Company makes no guarantee as to the future performance of the sewer line(s), and is not responsible for any defects or issues that may arise after the inspection.
If any defects or issues are identified during the sewer scope inspection and the Sewer Scope Company recommends repairs or maintenance, the Sewer Scope Company shall not be responsible for the cost of such repairs or maintenance, unless otherwise agreed to in writing by the parties.
The warranties and guarantees set forth in this Agreement are in lieu of all other warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. The Sewer Scope Company shall have no liability for any damages or losses arising out of or related to the services provided under this Agreement, except as provided for in the Indemnification and Liability section of this Agreement.
Liability and Indemnification: The Sewer Scope Company agrees to perform the services in a professional and workmanlike manner. However, the Sewer Scope Company shall not be liable for any damages, costs, or expenses arising out of or related to the services provided, except in the event of gross negligence or willful misconduct. The Client agrees to indemnify and hold harmless the Sewer Scope Company, its officers, directors, employees, and agents, from any and all claims, damages, losses, or expenses arising out of or related to the services provided, except in the event of gross negligence or willful misconduct by the Sewer Scope Company. The Sewer Scope Company shall have the right to select legal counsel to defend any claims covered by this indemnification provision.
Termination: Either party may terminate this Agreement at any time for any reason upon written notice to the other party. In the event of termination, the Sewer Scope Company shall be entitled to receive payment for all services rendered up to the date of termination.
The termination of this Agreement shall not relieve either party of any obligations or liabilities that have accrued prior to the date of termination. Any provisions of this Agreement that by their nature survive termination, including but not limited to the Indemnification and Liability, Confidentiality, and Governing Law and Dispute Resolution sections, shall remain in effect after termination.
In the event of termination by the Client, the Sewer Scope Company shall provide a copy of the sewer scope inspection report to the Client, provided that all fees and charges owed to the Sewer Scope Company have been paid in full. The Sewer Scope Company shall retain all rights and ownership in and to any data, information, or materials generated during the course of the sewer scope inspection, except as otherwise agreed to in writing by the parties.
Confidentiality: The Sewer Scope Company acknowledges that it may have access to confidential and proprietary information of the Client during the course of providing services under this Agreement. The Sewer Scope Company shall hold in strict confidence and not disclose any confidential or proprietary information of the Client to any third party without the prior written consent of the Client, except as required by law or to the extent necessary to perform the services under this Agreement.
The Sewer Scope Company agrees to take reasonable measures to safeguard the confidentiality of the Client's information, including but not limited to physical, technical, and administrative safeguards. The Sewer Scope Company shall notify the Client promptly in the event of any unauthorized access or use of the Client's information.
The obligations of confidentiality and non-disclosure shall survive the termination of this Agreement and shall continue for a period of five (5) years from the date of termination. The obligations of confidentiality and non-disclosure shall not apply to information that: (i) is or becomes publicly known through no fault of the Sewer Scope Company; (ii) is rightfully received by the Sewer Scope Company from a third party without breach of any obligation of confidentiality; or (iii) is independently developed by the Sewer Scope Company without use of or reference to the Client's confidential or proprietary information.
Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without giving effect to any choice or conflict of law provision or rule. Any dispute arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in [insert city and state], and the parties agree to submit to the personal jurisdiction of the courts located therein. The prevailing party in any such arbitration shall be entitled to recover its reasonable attorneys' fees and costs from the other party.
Insurance: The Company shall maintain insurance coverage for commercial general liability, including bodily injury and property damage, with limits of no less than $1,000,000 per occurrence and $2,000,000 in the aggregate. The Company shall also maintain professional liability insurance with limits of no less than $1,000,000 per occurrence and $2,000,000 in the aggregate. The Company shall provide a certificate of insurance to the Client upon request. The Client shall maintain its own insurance for any losses or damages arising from its own negligence or the negligence of its agents or employees.
Miscellaneous Provisions: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between them, whether written or oral, with respect to the subject matter of this Agreement. This Agreement may not be amended or modified except in writing signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce such provision. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.