(a) These terms and conditions for use of service (these “Terms”) are the only terms which govern the services (“Services”) provided by Four Analytics, Inc (‘Four Analytics”) and Cleanable, LLC (“Cleanable” and collectively, “We”, “Ours”, “Us”, “Our”) to you, the client (“You,” “Your,” or “Client”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the Services described herein, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
(b) These Terms, together with any Quote or Invoice issued by Us in connection with the Services (collectively, the “Agreement”), comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Your general terms and conditions regardless of whether or when You have submitted Your purchase order or such terms. Performance of the Services does not constitute acceptance of any of Your terms and conditions and does not serve to modify or amend these Terms. Indeed, to the extent Client’s terms conflict with these Terms, Client’s terms are specifically rejected.
(c) Notwithstanding anything to the contrary contained in this Agreement, Cleanable may, from time to time change the Services without Your consent provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Invoice.
(d) Cleanable may modify the Terms at any time. A current version of the Terms shall be posted to our website at https://www.fouranalytics.com/client-terms and shall be effective upon posting and shall automatically be incorporated into any applicable Quote or Invoice. Please review the terms each time You request Services, as Your solicitation of Services will constitute acceptance of, and agreement to, the then-existing Terms. You waive any right you may have to receive specific notice of such changes.
2. Performance of Services.
(a) You understand that Cleanable will use third parties to perform the Services (the “Service Providers”). Any reference to “Cleanable” in these Terms includes Cleanable’s, parent company, affiliates, and any Service Providers, as applicable.
(b) Unless otherwise agreed in writing by the parties, Cleanable will provide the Services requested (the “Project”) for the location specified in a Quote (the “Project Site”). The Project may contain one or more requests for Services and each individual request is considered a separate assignment (“Assignment”). Assignments may consist of one or more definitive tasks, goals, or milestones (“Work”). The Work may require the Service Provider to visit the Project Site one or more times (“Trips”), as determined by Cleanable and based on the scope provided in Your request for Services.
(c) Cleanable shall use reasonable efforts to meet any performance dates and times to render the Services specified in the Quote, and any such dates and times shall be estimates only.
(d) With respect to the Services, You shall (i) cooperate with Cleanable in all matters relating to the Services and provide such access to the Project Site, and such office accommodation and other facilities as may reasonably be requested by Cleanable, for the purposes of performing the Services; (ii) respond promptly to any Cleanable request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Cleanable to perform the Services in accordance with the requirements of this Agreement; and (iii) provide such customer materials or information required to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects. Failure to strictly comply with the terms of this Section may result in a change in Price for the Services or Work.
(e) Service Providers may be required to conduct a preliminary inspection prior to performing the Services. If necessary, more than one Service Provider will perform a preliminary inspection. You agree that during the preliminary inspection, You will not solicit, engage, recruit, refer, or otherwise attempt to hire, the Service Provider. You will not attempt to discover the Service Provider’s quote or anything related to the Services.
(f) Client agrees to allow Cleanable to take before-and-after photographs of the site and that Client may use such photographs in its marketing and advertising. All media, photos, video, and documents created during the course of Service Provider’s work are exclusive the property of Cleanable.
(g) Client agrees that Cleanable may publish Client’s name and the location of the Services.
(h) Client agrees that it will never pay or attempt to pay the Service Provider for the Services.
(i) Client will provide sufficient notice if conditions unique to the Project Site require specialized safety equipment, PPE, or clothing required for the Service Provider to perform the Services.
3. Client’s Acts or Omissions.
(a) If Cleanable’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Cleanable shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.
(b) Client is not permitted to solicit, engage, recruit, refer, or otherwise attempt to hire the Service Providers. All communications with the Service Providers must be made through or include Cleanable unless such communication relates directly to the safety of the Service Provider or the Service Provider’s completion of the Work. If You have concerns or questions about the Service Provider’s Work, You must immediately communicate such concerns or questions to Cleanable. Concerns or questions reported after the completion of the Work will not be acknowledged by Cleanable.
(c) Each Assignment will have its own Quote, which will outline the respective Work, including but not limited to the Price, Project Site, and other information pertinent to the scope of the Services. After You approve the Quote in writing and schedule a time for the Work to commence (either orally or in writing), You agree to communicate all possible events or circumstances that may hinder or prevent the Service Provider from completing the Work. If You need to cancel the Work, You will provide at least three days advance notice. All cancellations within three days of the commencement of the Work are subject to a reasonable cancelation fee, at Cleanable’s sole discretion. Work scheduled with less than three business days advance notice will be subject to a Cancelation Fee equal to the Full Contract Price. Rescheduled Services within the three-day window will be treated the same as a cancelation. You will be permitted to reschedule the Work a maximum of three (3) times. Additional changes to the schedule are at the sole discretion of Cleanable, must be agreed to in writing, and may be deemed a cancellation.
(d) You must provide accurate information about the scope of Services requested. If You provide inaccurate information in connection with Your request for Services, any pricing in Cleanable’s Quote or Invoices are subject to change.
(e) Any changes to the Work must be in writing and must be approved by Your authorized representative. By requesting such changes, You agree that such change to the Work is authorized. Cleanable will not perform any changes to the Services unless such changes are in writing.
4. Inspection and Rejection of Services.
(a) You shall conduct a walkthrough with the Service Provider to inspect the Services as soon as the Work is complete. You will be deemed to have accepted the Services unless You notify Cleanable in writing of any unsatisfactory Services within 48 hours and furnish such written evidence or other documentation as reasonably required by Cleanable. “Unsatisfactory Services” means Services or Work that is incomplete.
(b) If Client timely notifies Cleanable of any Unsatisfactory Services, Cleanable shall, in its sole discretion, (i) correct at its cost the Unsatisfactory Services by reperforming the Services, or (ii) credit or refund the Price for such Unsatisfactory Services. Any Services performed to correct the Unsatisfactory Services shall be subject to these Terms.
(c) Client acknowledges and agrees that the remedies set forth in Section 4(b) are Client’s exclusive remedies for Unsatisfactory Services.
(d) If You fail to conduct the walkthrough with the Service Provider, You will be deemed to have waived and entitlement to the remedies set forth in this Section.
(a) Client shall pay Cleanable for the Services as set forth in Cleanable’s Quote or Invoice. Quotes are only valid for thirty (30) days and Cleanable reserves the right to adjust the Price for Services performed more than 30 days after a Quote is provided.
(b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable
by Client. Client shall be responsible for all such charges, costs and taxes; provided, that, Client shall not be responsible for any taxes imposed on, or with respect to, Cleanable’s income, revenues, gross receipts, personal or real property, or other assets.
(c) All discounts, offers, and promotions relating to any of Our Services are subject to change. We retain the right to bring any promotion or offer to an end at any time and we are under no obligation to notify you that any promotion has ended or expired.
6. Payment Terms.
(a) Client shall pay all invoiced amounts due to Cleanable within 30 days from the date of Cleanable’s Invoice. Client shall make all payments hereunder by wire transfer, check, or credit card and in US dollars. Payments made after 75 days from the date of Cleanable’s Invoice shall be subject to a late fee equal to 27% of the Invoice amount or $600, whichever is greater.
(b) Client shall pay interest on all late payments at the lesser of the rate of [1.5%] per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall reimburse Cleanable for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Cleanable does not waive by the exercise of any rights hereunder), Cleanable shall be entitled to suspend the performance of any Services if Client fails to pay any amounts when due hereunder for any Work.
(c) Client shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Cleanable, whether relating to Cleanable’s breach, bankruptcy or otherwise.
7. No Warranty.
WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
8. Limitation of Liability.
(a) IN NO EVENT SHALL CLEANABLE BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY DIRECT OR INDIRECT CONSEQUENTIAL DAMAGES, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CLEANABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL CLEANABLE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO CLEANABLE FOR THE SERVICES SOLD HEREUNDER.
(c) The limitation of liability set forth in Section 8(b) shall not apply to (i) liability resulting from Cleanable’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Cleanable’s acts or omissions.
To the fullest extent permitted by law, Client will indemnify and hold harmless Cleanable, its officers, directors, partners, representatives, agents and employees from and against any and all claims, suits, liens, judgments, damages, losses and expenses, including legal fees and all court costs and liability (including statutory liability) arising in whole or in part and in any manner from injury and/or death of person or damage to or loss of any property resulting from the acts, omissions, breach or default of the Client, its officers, directors, agents, employees and subcontractors. Client will bear all costs of defending any actions or proceedings brought against Cleanable and/or its officers, directors, agents and employees, arising in whole or in part out of any such acts, omission, breach or default. The foregoing indemnity shall include injury or death of any employee of the Client and shall not be limited in any way by an amount or type of damage, compensation, or benefits payable under any applicable workers compensation, disability benefits or other similar employees benefit act. Client hereby expressly permits Cleanable to pursue and assert claims against the Client for indemnity, contribution and common law negligence arising out of claims for damages for bodily injury, property damage, death and personal injury.
10. Dispute Resolution.
(a) Any dispute, controversy or claim arising out of or relating in any way to the Quote, Invoice, the Terms, the Services or any other understanding between You and Cleanable, including without limitation any dispute concerning cleaning services, validity, interpretation, enforceability or breach of any agreement between the parties, shall be exclusively resolved by binding arbitration upon a party’s submission of the dispute to arbitration. In the event of a dispute, controversy or claim arising out of or relating in any way to the agreement, the complaining party shall notify the other party in writing thereof. Within thirty (30) days of such notice, management level representatives of both parties shall meet in Columbus, Ohio to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the Complaining party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after sixty (60) days from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach.
(b) This agreement to arbitrate shall be specifically enforceable in the courts of the State of Ohio. The laws of the State of Ohio shall be applied in any arbitration proceedings, without regard to principles of conflict of laws.
(c) The arbitration shall be conducted by an arbitrator who is mutually agreed upon by You and Cleanable. The parties shall agree in writing to the selection of the arbitrator. If the parties are unable to mutually agree upon an arbitrator within twenty (20) days of commencement of an arbitration proceeding by service of a demand for arbitration, the arbitrator shall be selected by the American Arbitration Association or a Franklin County judge in the State of Ohio.
(d) It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within ninety (90) days from the date the arbitrator is appointed. The arbitrator may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award.
(e) The parties shall not be entitled to discovery in the arbitration.
(f) The parties shall exchange a copy of all exhibits for the arbitration hearing and shall identify each witness who will testify at the arbitration, with a summary of the anticipated testimony of such witness ten days before the arbitration hearing.
(g) Each party shall pay its own proportionate share of arbitrator fees and expenses. The successful party in the arbitration shall be entitled to any fees incurred (including any fees and costs incurred as a result of an enforcement of such award), including without limitation, arbitration fees, reasonable attorneys’ fees and costs, as determined by the arbitrator, and shall be awarded as part of the arbitrator’s award. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section by bringing suit in any court of competent jurisdiction. This Section shall survive the termination or cancellation of any Quote, Invoice, or Services.
11. Compliance with Law.
Client shall comply with all applicable laws, regulations, and ordinances. Client shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
In addition to any remedies that may be provided under these Terms, Cleanable may terminate this Agreement with immediate effect upon written notice to Client, if Client:
(a) fails to pay any amount when due under this Agreement and such failure continues for seven days after Client’s receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
No waiver by Cleanable of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Cleanable. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
14. Confidential Information.
All non-public, confidential or proprietary information of Cleanable, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Cleanable to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Cleanable in writing. Upon Cleanable’s request, Client shall promptly return all documents and other materials received from Cleanable. Cleanable shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Client at the time of disclosure; or (c) rightfully obtained by Client on a non-confidential basis from a third party.
15. Force Majeure.
Cleanable shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Cleanable including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of fourteen days, Client shall be entitled to give notice in writing to Cleanable to terminate this Agreement.
Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Cleanable. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement. Cleanable shall be entitled to assign its rights and obligations under this Agreement with or without Client’s consent and without notice to Client.
17. Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
18. No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
19. Communication with Service Providers.
Client will not have any communications with Service Provider outside of Service-related matters. If Service Provider initiates contact with You in regard to instructions or requests regarding the Services, Client is required to immediately notify Cleanable. Client agrees that no party other than Cleanable has the authority to modify the Service Provider’s scope of work or the Service Provider’s payment for the Services. Further, Cleanable will not be liable for any additional costs or fees incurred or earned by the Service Provider as a result of Your modification of the Services unless Cleanable approves such modification in writing via Change Order.
20. Non-solicitation of Employees.
For a period ending three (3) years from the date of Services (the “Protected Period”), You agree not to, either directly or through others, solicit, initiate discussions with or attempt to solicit for employment any of Cleanable’s employees, or to offer any employment agreements or opportunities to any present or former officers or employees of Cleanable. It is expressly understood that this provision includes any Service Providers, active or inactive, with whom Client has contact, or who becomes known to Client, during the conduct of business between the Service Provider and the Cleanable. You will not encourage present or former, officers, employees, other Service Providers or contractors to terminate their relationship with Cleanable.
21. No Disparagement.
At no time (i.e., indefinitely) following the Services shall the Client (i) make any statements, or take any other actions whatsoever, to disparage, defame, sully or compromise the goodwill, name, brand or reputation of Cleanable (collectively, the “Company Goodwill”) or (ii) commit any other action that could likely injure, hinder or interfere with the business, business relationships or Company Goodwill of Cleanable.
22. Use of Names and Logos.
The Parties authorize each other to mention the company name of the other party in their commercial documents and websites as a reference should they wish to do so, unless either Client or Cleanable states in writing otherwise.
23. Governing Law.
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Ohio.
24. Submission to Jurisdiction.
Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio in each case located in the City of Columbus and County of Franklin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Quote or Invoice or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Price, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction, and Survival.
28. Amendment and Modification.
These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.
If you have questions about these Terms, please contact us by email at firstname.lastname@example.org or in writing at 815 E Superior Ave, Suite 1618, Cleveland, OH 44114.
FOUR ANALYTICS, INC.
4265 San Felipe St 11th Floor
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Toll Free: 1-877-774-1495
Phone: 725 977 9744
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