TERMS & CONDITIONS FOR OUR SERVICE PROVIDERS
LAST UPDATE: 4/29/2022
TERMS & CONDITIONS FOR OUR SERVICE PROVIDERS
0. AGREEMENT TO TERMS
“ADDITIONAL TERMS” means any terms beyond those set forth in the Terms, a Purchase Order or Agreement, as agreed upon in writing by the parties.
“AGREEMENT” means, if applicable, the underlying agreement between Cleanable and Service Provider.
“CHANGE ORDER” means any change or amendment to a Purchase Order or Agreement.
"CLIENT”, "WE", "US", "OUR", or “CLEANABLE", means Cleanable, LLC.
“CONSTRUCTION CLEAN” means cleaning service(s) which occurs after construction work, where the main objective is to remove as much dust as possible and may include dusting, vacuuming, cleaning floors, windows, surfaces, removing paint, caulking, adhesive, and any other tasks required by industry standards or requested by User.
“PROJECT” means the Services performed under a Purchase Order or assignment.
“PROJECT NUMBER” means the ID number for a given Service provided, each Service has its own unique Services number.
“SERVICES EXECUTION DATE” means the date a Purchase Order is fully executed, or the date Services begin, whichever comes first.
“PROPERTIES” mean our systems, website, project managers, staff, , mobile application, and other associated elements of our business.
“PURCHASE ORDER” means the document issued by Cleanable to Service Provider describing the Services.
"SERVICES PERIOD(S)” means the time from when you agree to view a job location to the completion of Services to the complete satisfaction of Cleanable.
"SERVICES" means the products, services, tasks or work being assigned to you by Cleanable and accepted by you.
“SERVICE ARRIVAL WINDOW” means the period of time the Service Provider has to arrive to be considered on time.
“USER” means the person(s), entities, and businesses who has hired us and are the end users of the service and benefit from the services provided. A Project may have several different Users.
“WALKTHROUGH” means an inspection of the work site for the purpose of evaluation.
Each Project will have its own Purchase Order, which will outline the respective Services, including but not limited to Contract price, Project Number, Project address, and other information required to perform the Services. The Project shall automatically terminate upon the completion of the Services, written notice by us or as otherwise agreed upon by the parties. No advance notice is required from Cleanable to terminate a Project. After you have executed a Purchase Order with us, you agree to communicate all possible events or circumstances that may hinder or prevent you from completing the Services to the full satisfaction of Cleanable. If you sign a Purchase Order and need to cancel, you will provide 48 hours advance notice. All cancelations within 48 hours may be subject to deductions in payment owed to you under the applicable Purchase Order or any other Purchase Order if such cancellation requires Cleanable to hire a replacement.
3. CHANGES TO TERMS
We may modify the Terms at any time. A current version of the Terms shall be posted to our website and shall be effective upon posting and shall automatically be incorporated into any applicable Purchase Order or Agreement. Please review the terms each time you consider or provide Services, as your continued Services after such changes 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.
4. RELATIONSHIP OF PARTIES
You acknowledge and agree that in providing the Services, you act in the capacity of an independent contractor and not as an employee or agent of Cleanable. Except as otherwise provided herein or pursuant to any Purchase Order, Agreement or as otherwise agreed upon by the parties, no party shall have any right, power, or authority to create any obligation, express or implied, on behalf of any other party. Nothing in these Terms or any agreement between the parties is intended to create or constitute a joint venture, partnership, agency, trust, or other association of any kind between the parties or persons referred to herein.
5. PROVIDING PROPOSALS & PRELIMINARY INSPECTIONS
By providing a quote or proposal to Cleanable for the provision of Services, you agree that you have fully read, understand, and accept the Terms.
5.1 QUOTES & PROPOSALS
5.1.1 By opening emails, documents, or materials related to Cleanable Projects, you agree to keep the information provided to you confidential, as set forth below.
5.1.2 You acknowledge that any information received from Cleanable has been provided for the sole purpose of creating a quote for the Services and that such information is strictly confidential.
5.1.3 You agree not to use the information provided to you for anything other than its intended purpose.
5.1.4 If you provide a quote and we have questions about the scope of work, pricing, labor, crew size, equipment, or anything else related to the Project, you agree to answer any questions within two (2) business days.
5.1.5 You agree that all submitted proposals will have complete, accurate and truthful information contained therein.
5.2 PRELIMINARY INSPECTIONS
On a preliminary inspection of the prospective job site for a Project (the “Preliminary Inspection”), Service Provider acknowledges and agrees to the following terms:
5.2.1 You agree that the purpose of your Preliminary Inspections is obtain information so that you can provide an accurate quote for Cleanable.
5.2.2 You agree to not go to a Project location unless a Cleanable representative has coordinated the date and time of the inspection for you. You may not arrive to a prospective job site without our prior consent.
5.2.3 You will not make any representations, promises, guarantees or warranties on behalf of Cleanable during a Preliminary Inspection.
5.2.4 You agree to not take photographs of the Project location without our consent.
5.2.5 At all times during the Preliminary Inspection, you agree to conduct yourself with the requisite degree of professionalism.
5.2.6 You will observe and comply with all applicable safety standards.
5.2.7 You may identify the name of your company to third parties present on the prospective job site, but you must also clarify that you provide Services as an independent contractor for Cleanable.
5.2.8 You will not accept payment for your work directly from the User or solicit any work from the User.
5.2.9 You agree not to discuss, disclose or communicate any information relating to the Project or Services thereunder, including but not limited to price, payment terms, arrangements, start times, dates, scope of work, equipment, labor, crew size, or logistics to the User or User parties during the course of your Preliminary Inspection.
5.2.10 You agree not to use the information provided by Cleanable or acquired during the inspection for anything other than to provide a quote to Cleanable for the Services.
5.2.11 You agree to keep any and all information acquired during the Preliminary Inspection confidential. You further agree that you are solely responsible for any misappropriation or abuse of confidential information and these actions may result in fines, civil penalties and criminal charges, including legal fees.
6. SERVICE POLICY
Included in this Section are Cleanable’s Service Policies. Failure to comply with any Service Policy may result in immediate termination from the Project without pay.
6.1 GENERAL SERVICE STANDARDS
You agree that, by accepting performing Services for Cleanable:
6.1.1 You will fully comply with our Terms including the Service Policy in this Section 6.
6.1.3 Any materials, supplies, or equipment provided by Cleanable to You shall only be used in the manner intended and consistent with applicable laws and best industry standards.
6.1.4 You will complete the work in a professional manner, with the requisite degree of skill and care that is required by best industry standards.
6.1.5 You will complete the Services in a timely manner (including, if applicable, within any specified time/schedule/completion requirements provided by Cleanable for the particular job).
6.1.6 You are performing the work as an independent contractor of Cleanable, LLC and may work together with Cleanable staff as one collective team. Due to the nature of your work on assignments and projects, and in the interest of minimizing confusion with different parties, Service Provider is permitted to identify Service Provider's company name however Service Provider should explain that they are part of the Cleanable network.
6.1.7 You will strictly comply with all applicable laws, rules and regulations.
6.1.8 You will not engage in any acts of wrongdoing, dishonesty or unethical business practices, including but not limited to, bait and switch tactics, misleading advertising or claims, or calling or continuing to call a User who has requested not to be called.
6.1.9 You will not engage in spoofing or any other false identification, whether by telephone, text (SMS), email or other means.
6.1.10 You will not make any representations, promises, guarantees or warranties on behalf of Cleanable without Cleanable prior written consent.
6.1.11 You will promptly disclose any conflicts of interest with the User or the Project owner to Cleanable.
6.1.12 You will not accept payment for your work directly from the User or solicit additional work directly from the User.
6.1.13 You will not subcontract the Services, except with our prior, express written approval from Cleanable, which Cleanable may withhold in its sole discretion.
6.1.14 You agree that all media, photos, video, and documents created during the course of your work on Projects, are exclusively the property of Cleanable, even if the materials originate from your device.
6.1.15 No one under the age of 18 is allowed to work on a Project.
6.1.16 You agree that you will have the appropriate safety equipment, PPE, or clothing required for the Project and work site. Failure to have such safety equipment, PPE, or clothing may result in your denial of access to the work site. It is your responsibility to understand the requirements before each Project.
You agree that, by accepting a Project for the performance of Services for Cleanable:
6.2.1 You will solicit, accept and perform the Services only if you possess the qualifications, experience and skill necessary to complete such Services.
6.2.2 You will have (and will continue to maintain) current valid licenses, authorizations, insurance, and bonding required by all applicable authorities, and as may be requested by Cleanable, for any Services you solicit, accept or perform.
6.2.3 To the extent professional liability insurance is required for the kind of Services you are providing (e.g., under applicable laws, rules, and regulations, as a requirement of taking certain Projects from Cleanable or as requirement for participation in certain Projects), you will obtain and maintain such policies.
6.3 SERVICE PROTOCOL
By signing our Purchase Order, you fully understand, accept, and will comply with the Terms. You agree that failure to read these Terms does not release your obligations hereunder.
You agree to be fully responsible for ensuring the compliance of our policies and Terms to your staff, crew members, employees, and/or contractors. We encourage you to review the Terms before the commencement of Services on a Project.
You agree that our Projects require flexibility in schedule and all dates provided to you are tentative until confirmed. You agree that all tentative dates are subject to change, and you should expect the date to change. Potential scheduling conflicts must be disclosed prior to acceptance of the Purchase Order. Scheduling conflicts disclosed after the acceptance of the Purchase Order will not be accepted and you will be fully responsible for the timely completion of the Project.
6.3.2 TIMELY RESPONSE
You agree to respond to us immediately during the Service Period(s). If you do not timely respond, Cleanable reserves the right to replace you with a different Service Provider and to terminate the Purchase Order without payment for all unfinished portions of the Service. This term applies even if you have partially completed the Service and we cannot reach you to complete the Services. Because time is of the essence, and our Projects vary in priority, Cleanable reserves the right to decide what is “timely”.
6.3.3 CONFIRMATION OF SERVICE
You agree to confirm with us the Service details at least one (1) business day before the tentative start date of the Service. Details include start times, number of crew members, scope of work, equipment required, User contact information, and sign off instructions.
6.3.4 ON TIME ARRIVAL
You agree it is your responsibility to arrive within the Service Arrival Window. If you arrive more than fifteen (15) minutes after the Service Arrival Window, Cleanable reserves the right to send that Project to another Service Provider and to terminate the Purchase Order without payment for all unfinished portions of the Service and to assess the Cancellation Fee (as defined in this Section 6.3.4).
You will immediately notify us if you believe you will be late.
If you fail to appear for a Service or miss a Service, you will be terminated without payment for all unfinished portions of the Service. Additionally, you will be assessed a cancellation fee equal to 100% of the missed Service, provided that such fee shall be no less than $700.00 (the “Cancellation Fee”). You expressly agree and acknowledge that the Cancellation Fee is reasonable and appropriate to compensate Cleanable for the acquisition of emergency, replacement Service Providers. The Cancellation Fee will be deducted from any outstanding invoice, or billed to you in a separate invoice. If you become aware that you will miss a Service, you must notify Cleanable immediately. Failure to provide at least 72 hours-notice will result in the assessment of the Cancellation Fee.
6.3.5 EMERGENCY SERVICES
From time to time, Cleanable may engage you for emergency services (“Emergency Services”). Emergency Services are to be performed consistent with these Terms. The price for Emergency Services will be negotiated by you and Cleanable at the time such request for Emergency Services is made. If you fail to appear for or cancel any accepted Emergency Services, you will be assessed the Cancellation Fee, as described in Section 6.3.4, and regardless of whether any notice was provided.
6.3.6 CHECKING IN
You will check in with us within 30 minutes of arriving at the Project location. “Checking In” means to notify us that you have arrived, either by text message, email, or phone call. If you fail to Check-In, you may terminated under Section 6.4 and the Cancellation Fee may be assessed.
6.3.7 BEFORE PHOTOS
On Post Construction Projects, you agree to take clear photographs of the work site (unless restricted) before work begins.
6.3.8 NO FRAGMENTATION
All persons on your crew will arrive together and leave together. The number of people in the crew must match the number provided during the check in. Unless otherwise instructed, you will not be permitted to leave the job site once you have arrived until you are finished for the day. If only part of your crew is on site your crew will be considered “fragmented”. In the event of fragmentation, you will notify us immediately and provide us with an estimated time of arrival (“ETA”). If you fail to notify us and we discover your crew is fragmented, we reserve the right to find a replacement and you will lose your right to work on this Project without payment. When your crew has completed a Project, you are required to communicate it to us while the crew is still on site. Failure to notify us when your complete crew is on site may result in reductions in payment or termination of the Purchase Order.
You further agree that if your crew is smaller than the crew confirmed, we reserve the right to make reductions in payment or termination of the Purchase Order. We will not be responsible for the mismanagement of schedules or unreliability of your crew members, and you will not be paid extra for overages incurred.
22.214.171.124 You agree to have the User conduct a Walkthrough to check the quality of the Services after completion of a Project.
126.96.36.199 Cleanable will provide you the name(s) of individuals who are authorized to conduct the Walkthrough on behalf of the User.
188.8.131.52 You will make note of the full name and title of the person who conducts the Walkthrough with you.
184.108.40.206 If no authorized person is on site to conduct the Walkthrough or you fail to conduct the Walkthrough as described herein, you agree to return to the Project location immediately upon receiving notice from us that any portion of the Services are unsatisfactory or have been rejected by the User. If you fail to return to the Project location, Cleanable reserves the right to obtain a replacement provider and assess a fee equal to the cost of the replacement provider’s Services.
6.3.10 COMPLETION PHOTOS
Provided that the Project allows it, you agree to send us a minimum of five (5) clear completion photos within 24 hours of finishing the job through email or text message. The photos should be a representation of the Services you completed. Blurry or unusable photos will not be considered. Invoices will not be paid until completion photos are provided.
6.3.11 JOB CONDITIONS
You will immediately notify us if the work site is in a condition not conducive to the successful and timely completion of the Project, including obstructions, active trades working, lack of electricity, lack of supervision, inaccessible job site, or any other problems. You understand in this event, while those conditions are out of your control, you are responsible for the timely and detailed documentation of the situation, which may include times, dates, names, trades, descriptions, and photos so that we can escalate and resolve the matter.
You agree that failure to timely notify us of unsatisfactory Project conditions may result in you being held responsible for any failure to timely perform the Services.
6.4.1 NO SUBCONTRACTING
You will not subcontract any portion of your Project or responsibilities outlined in the respective Purchase Orders to any other entity or third-party company without our express written consent and authorization, which shall be in the sole discretion of Cleanable. Failure to comply with this term may result termination without pay.
6.4.2 NO EXCLUSIONARY COMMUNICATION
You agree that you will have no communication with the User outside of Project-related matters. If a User initiates contact with you in regard to instructions or requests regarding the Services you are performing, you are required to immediately notify us. You agree that no party other than Cleanable has the authority to modify the scope of work or payment terms of a Project. Further, you agree that failure to immediately notify us of such communication may result in non-payment for the undisclosed tasks.
6.4.3 NO PARTIAL PERFORMANCE
Due to the nature of the Services being contracted for and the necessity of full and complete performance, you agree that anything less than full and complete performance of the scope of work under Purchase Orders issued to you will be considered a material breach and relieve Cleanable, and any affiliates, partners, associates, or subsidiaries associated with the Cleanable, of any duty to issue the agreed upon payment either in part or in full.
6.4.4 CLEANING PRODUCTS AND CHEMICALS
You agree to exclusively use safe, non-toxic chemicals and cleaning products during Your performance of the Services. You agree to provide us a list of all chemicals and cleaning products You intend to use. We may, at our sole discretion, require You to use alternative cleaning products if we deem Your list of cleaning products as unsatisfactory. Certain Users have cleaning products on site that You may be required to use. We may, in our sole discretion, terminate a Purchase Order if you do not use satisfactory non-toxic chemicals and cleaning products or if You fail to use the required cleaning products.
6.4.5 SERVICE PROVIDER EMPLOYEE INFORMATION
Users and Projects may require additional security protocols as a condition to perform the Services. Cleanable has the right to require You to provide employee information for security purposes, which may include background checks of individuals performing the Services. Cleanable may require Your employees to identify themselves to the User before the commencement of any Services. Cleanable may supply, and Your employees may be required to wear, identification badges, which shall be visible and prominently displayed at all times while Services are provided.
7. USER INFORMATION
Cleanable may provide you with personal information relating to Users that are seeking products or services. You agree that:
7.1 You will not use such personal information except as required to provide your products or services to such individual.
7.2 You will not disclose, rent, sell or otherwise provide this information to others without Cleanable’s and such individual’s consent (and, if Cleanable so notifies you with respect to your participation in certain programs, the consent of the third party that referred the individual to Cleanable).
7.3 You will not use this information to market your products or services (or those of any third party) to such individual, unless Cleanable notifies you that such marketing is permitted in connection with your participation in certain programs.
7.4 You will not use, or attempt to use, this information in a manner that would violate the terms or for any purpose not intended by Cleanable.
7.5 You will take reasonable and appropriate administrative, physical and technical measures to protect the security, integrity and confidentiality of user information that you receive from Cleanable; and you will promptly report all data breaches or other information security events involving user information to Cleanable.
7.6 If your account with Cleanable is no longer active or is terminated, you will not represent that you provide services through any Cleanable program or network.
7.7 You will not represent that you are an employee or agent of Cleanable, you are not an employee or agent of Cleanable and you, not Cleanable, are responsible for the Services.
8. DISPUTE RESOLUTION
You agree that you will cooperate with Cleanable if we attempt to facilitate the resolution of any dispute or complaint between you and a User to whom you provide (or have been booked to provide) Services. However, we will not be liable to you, the User or any other person for the resolution of (or failure to resolve) any such matter. We reserve the right to charge you for any amounts we pay to a User in connection with any such dispute or complaint, including disputes regarding your performance of or failure to perform Services, and you agree to reimburse Cleanable for any such payments and for any costs, expenses or attorneys’ fees that we incur in connection with such dispute.
You agree that Cleanable has the right to disclose any information we have regarding you to any authorities requesting information from us regarding any Services you have provided or proposed to provide or any services we have provided to you.
9. INFORMATION REQUESTS
You acknowledge and agree to comply with Cleanable's informational requests from time to time in connection with the Services, including providing information to be used by Cleanable (or our service providers) to perform background checks, credit checks, evaluations of reputation and character and other assessments, and to confirm status if you have accepted a Project. You agree to immediately notify us if: (i) any information you have provided to Cleanable, or any relevant information about you, has changed, (ii) a User has notified you that they have a complaint with you or any products or Services provided by you, (iii) you have received notice of any complaint, investigation, fine or adverse action taken by a governmental authority with respect to your professional license or your products or services, or (iv) you have been notified of any termination, suspension, or lapse of any professional license, insurance or bonding.
10. CONFIDENTIAL INFORMATION
You agree that, as a condition of performing work for Cleanable you are bound to our Non-Disclosure Policy in Section 10.1.
If you receive Confidential Information (as defined below) from Cleanable, until such information is no longer considered confidential, you agree not to use it or disclose it to any third party except as necessary to perform your obligations contemplated by the Purchase Order, Agreement or as otherwise agreed upon by the parties.
10.1 NON-DISCLOSURE POLICY
You, the Service Provider, including its officers, directors, executives, managers, employees, agents, attorneys, representatives, related and subsidiary entities, affiliates, successors and assigns agree to the following confidentiality terms and conditions
“Confidential Information” shall mean all business information, including but not limited to Cleanable’s fees, marketing plans, financial results, pricing schedules, product lines, product plans, proprietary technology, research information, policies and practices, trade secrets, the identity of any User, specifications related to any Project, and any and all other information that is not generally known to the public, disclosed or furnished by Cleanable or any of its Representatives, either directly or indirectly, whether in written, oral, electronic, web site-based or other form, and includes any copies, reports, analyses, compilations, studies, notes, interpretations or other documents prepared by a Service Provider which contain, otherwise reflect or are generated from such information.
The Confidential Information shall be kept confidential and Service Provider shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that the Service Provider may disclose the Confidential Information only to those of the Service Provider’s representatives who need to know such information for the sole purpose of conducting business between the parties, who agree to keep such information confidential and who will be bound by the terms hereof to the same extent as if they were parties hereto. In any event, the Service Provider shall be responsible for any failure to comply with the terms contained herein by any of its Representatives and the Service Provider agrees, at its sole expense, to take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. “Representative” shall mean, any of Cleanable’s parent entity, affiliates, directors, officers, members, partners, employees, agents, advisors (including financial advisors, legal counsel and accountants) and controlling persons.
Additionally, without the prior written consent from the Cleanable, Service Provider and their representatives shall not disclose to any other person that the Confidential Information has been made available to the Service Provider, that meetings, discussions or negotiations have taken, are taking, or will take place between the parties concerning the conduct of business between the parties or any of the terms, conditions or other matters discussed with respect thereto (including the status thereof), except as may be required by law. Service Provider will use the Confidential Information solely for the purpose of conducting business between the parties, and not for the purpose of forming, operating, or participating in a competitive venture or any other purpose.
Service Provider’s duty to protect Confidential Information expires five (5) years from the Services Execution Date. Service Provider will use the same degree of care, but no less than a reasonable degree of care, as the Service Provider uses with respect to its own similar information to protect the Confidential Information and to prevent (a) any use of Confidential Information not authorized in this Agreement, (b) dissemination of Confidential Information to any employee of Service Provider without a need to know, (c) communication of Confidential Information to any third party or (d) publication of Confidential Information.
Service Provider acknowledges that money damages for improper disclosure of Confidential Information or other breach of this Agreement would not be a sufficient remedy; therefore, Cleanable shall be entitled to equitable relief, including injunction, preliminary injunction and specific performance, in addition to all other remedies available at law or in equity. The obligations and duties imposed by this Agreement with respect to any Confidential Information may be enforced by Cleanable if any of the above provisions pertaining to Confidential Information are breached.
11.0.1 We agree to pay you upon the successful completion of the Services for each Project. You understand that you can only invoice for the work you have completed, and all invoices must exactly match a Purchase Order executed by you for each project. Purchase Order amounts shall be inclusive of taxes and fees. You understand that you are not permitted to invoice in advance and any invoice in advance will be rejected. You understand that you are not permitted to invoice amounts which exceed the Purchase Order amount, unless a Change Order has been provided to you. All invoices must match a Purchase Order or Change Order or they will be rejected.
11.0.2 You agree, unless otherwise agreed in writing, that all Agreement amounts owed for products and services where the total Project value of your contract(s) is under $14,999.99 will be paid to you on net 30 days payment terms. This means we will make all reasonable efforts to initiate payment on your invoice on the first check run of AFTER the thirtieth (30th) day from the day we receive your invoice. Net 30 day term does not mean 30 days from the day the service was performed, "Net 30" is from the day you send us the invoice to firstname.lastname@example.org. For example, if you complete the service on Oct 30th and send an invoice on Nov 1st, your invoice will be paid on the first check run after Dec 1.
11.0.3 You agree, unless otherwise agreed in writing, that all Agreement amounts for products and services, where the total Project value of your contract(s) is over $15,000, will be paid if Cleanable receives payment from the User. If the User has only paid a portion of the total Project value, we will pay you the same ratio of payment as we received from User. For example, if you send us an invoice for $20,000 and we receive 25% of our invoiced amount to the User, we will pay you $5,000 (25% of $20,000).
11.0.4 We may deduct from you any amounts due, or to become due to you, any sum or sums owed by you to Cleanable resulting from a breach of the Terms, or in the event of the assertion of other parties of any claim or lien against us or User. You agree, we have the right to retain out of any payments due, or to become due to you, any amount sufficient to compensate Cleanable from any and all loss, damage or expense there from, until the situation has been satisfactorily remedied by you.
11.1 INVOICE POLICY
You agree to follow and comply with Cleanable’s invoice policy, outlined in this section. Given the large number of Projects We handle, these policies will streamline the way Service Providers are paid.
(a) You agree to invoice Cleanable after the completion of each Service and no later than ten (10) business days following the completion of the Services.
(b) All invoices must include a Cleanable Project number, Project name, full address of the Project and the name of the representative who hired you. If Your invoice is missing these details payment may be delayed
(c) Invoices must be sent electronically through e-mail to email@example.com. This is the only way we will accept your invoice
(d) You agree to ONLY send invoices in PDF format. Handwritten invoices and pictures of invoices will not be accepted and will not be paid. Text message, MMS messages, faxes or hard copies of invoices mailed to our offices will not be accepted and not be paid.
(e) If you are unable to send an invoice in the proper format, it is Your responsibility to notify the person who hired you (Listed as the stakeholder on your Purchase Order) in writing, within 7 business days of the Service Execution Date.
(f) Failure to invoice on time will result in delay of payment
(g) You agree that if no invoices are sent to us after 30 calendar days after the Services Execution Date, you waive your right to payment and we will have no obligation to pay you for those Services.
(h) You agree that your invoice(s) will match the conditions outlined in section.11.0.1
You agree to properly register to collect sales, use, excise and other taxes, duties, and other governmental assessments in connection with your products or services ("Taxes"), and to collect and timely remit such Taxes to the applicable tax authorities. You acknowledge and agree that you are responsible for collecting, withholding, remitting and reporting all applicable Taxes on the provision of your products or services to Users, except for those Taxes or tax-related payments that Cleanable is required by law to collect or withhold. You agree that you, and not Cleanable, are solely responsible for all matters related to Taxes. You agree to provide a current and correct W-9 to Cleanable upon request.
All references to “dollars” or “$” in the Terms or on the Properties refer to United States dollars. Unless otherwise indicated, the words “include,” “includes” and “including,” when used in the Terms, shall be deemed in each case to be followed by the words “without limitation.”
12.2 TIME IS OF THE ESSENCE
You, the Service Provider agree that time is of the essence and will begin work on the date and time requested by us, unless otherwise notified by Cleanable.
The Terms, and any rights and licenses granted in any Purchase Order may be transferred or assigned by you only with Cleanable’s prior written consent, but may be assigned by Cleanable without restriction and without notice to you.
12.4 COMPLIANCE WITH LAWS
Service Provider agree to comply in all respects with all applicable legal requirements governing the duties, obligations, and business practices of that party and shall obtain any permits or licenses necessary for its operations. Service Provider shall not take any action in violation of any applicable legal requirement that could result in liability being imposed on Cleanable or the User.
The terms set forth herein shall control over any conflicting terms in any referenced agreement or document unless such document specifically modifies these terms.
12.6 NO DISPARAGEMENT OR MISAPPROPRIATION
At no time (i.e., indefinitely) following the Services Execution Date shall the Service Provider (i) make any statements, or take any other actions whatsoever, to disparage, defame, sully or compromise the goodwill, name, brand or reputation of Cleanable, the User or any of its affiliates (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 the Cleanable, User or its affiliates. The Service Provider hereby represents and warrants that, prior to the Services Execution Date, the Service Provider has not committed any of the foregoing actions described herein.
12.7 PROPRIETARY RIGHTS AND GOODWILL
You acknowledge and agree that all know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, client files, trade secrets and any materials or intellectual property made or developed by you or by Cleanable (collectively, “Proprietary Information”) are the property of Cleanable and/or its parent entity or affiliates. and shall not be used by you in any way adverse to the Cleanable’s interests. You shall not deliver, reproduce or in any way allow such Proprietary Information to be delivered or used by any third party without the specific direction or consent of the Cleanable.
12.8 NON-SOLICITATION OF EMPLOYEES
For a period ending three (3) years from the Services Execution Date as provided herein (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 third-party service partners, active or inactive, with whom it has contact, or who becomes known to it, 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 the Cleanable.
12.9 NON-SOLICITATION OF CLIENTS
For the Protected Period, you agree not to, either directly or through others, solicit, initiate discussions with or attempt to solicit any former or current, direct and indirect Users or other customers of Cleanable or any of Cleanable’s parent entity or affiliates, with whom you have had contact, or who becomes known to you, during the conduct of business between the Service Provider and Cleanable.
You agree that you will not, directly or indirectly, for your benefit or on behalf of any person, corporation, partnership or entity whatsoever, call on, solicit, perform services for, interfere with or endeavor to entice away from Cleanable or Cleanable’s parent entity any User or other Cleanable client to whom the Cleanable provides services for at any time during the Protected Period. This provision includes any prospective client or clients to whom has becomes known to you during the course of finalizing a Purchase Order with Cleanable to perform Services for the User. Cleanable’s clients may include Users including but not limited to general contractors, superintendents, client supervisors, project managers, store managers, store employees, brand representatives, landlords, construction managers, developers, consultants and any other parties affiliated with Cleanable’ clients and their affiliates.
You agree and acknowledge that money damages for breach of this non-solicitation clause would not be a sufficient remedy; therefore, Cleanable shall be entitled to equitable relief, including injunction, preliminary injunction, punitive damages, and specific performance, in addition to all other remedies available at law or in equity. The obligations and duties imposed by a Purchase Order or Agreement with respect to any Confidential Information and non-solicitation may be enforced by Cleanable if any of the above provisions are breached.
12.10 LIABILITY AND LIMITATION OF LIABILITY
You agree to perform all Services in a timely, good, and workmanlike manner, and shall conform to all laws, codes, rules and regulations of any agency or government, to complete the Services in a timely manner. You agree to furnish all supervision, labor, equipment and supplies as requested and in working order, unless otherwise agreed upon by the parties.
Any claim arising from or regarding the Terms, Purchase Orders, Agreements, Services, Projects, or other agreements, brought by Service Provider against Cleanable, Service Provider’s damages shall be limited to the amount of the Purchase Order.
IN NO EVENT SHALL CLEANABLE OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL (EITHER DIRECT OR INDIRECT), OR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR LOST BUSINESS OPPORTUNITIES, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THE TERMS, PURCHASE ORDERS, AGREEMENTS, SERVICES, PROJECTS, OR OTHER AGREEMENTS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT CLEANABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
We make no representation with respect to the physical condition or safety of any work site or job location which is assigned to you. You, at your own expense, preserve and protect from injury employees engaged in the performance of the Services and all property and persons which may be affected by its operations in performing the Services.
12.12 WAIVER OF LIEN
You agree not to file or permit to be filed any mechanic's notice of intent to lien, or any other lien for the Services to be performed under Purchase Orders or an Agreement. In the event you violate this provision, you will be held liable for all damages arising from said breach, including compensatory damages, attorney's fees and expenses. We reserve the right to suspend any and all payments due to you until the dispute has been resolved.
12.13 HOLD HARMLESS & INDEMNITY
To the fullest extent permitted by law, you will indemnify and hold harmless Cleanable, their 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 Service Provider, its officers, directors, agents, employees and subcontractors. Service Provider 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 Service Provider 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. Service Provider hereby expressly permits Cleanable to pursue and assert claims against the Service Provider for indemnity, contribution and common law negligence arising out of claims for damages for bodily injury, property damage, death and personal injury.
12.14 BINDING MANDATORY ARBITRATION
Any dispute, controversy or claim arising out of or relating in any way to the Purchase Order, Agreement 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.
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.
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.
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.
The parties shall not be entitled to discovery in the arbitration.
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.
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 Purchase Orders.
12.15 GOVERNING LAW
All terms & conditions shall be governed by and construed in accordance with the internal laws of the State of Ohio, U.S.A., without reference to any conflicts of law provisions.
12.16 MANDATORY VENUE
Any judicial proceeding brought with regard to, or arising from, the Terms, Purchase Orders, Agreements, Services, Projects, or other agreements shall be exclusively brought in the courts having jurisdiction in the State of Ohio in Franklin County.
In the event of any disputes between you and Cleanable regarding interpretation of the Services, work, schedule, progress of work, terms, conditions, payment amounts, Purchase Orders, Agreements, or Change Orders, you agree to be bound to us to the same extent that we are bound to User, or its representatives both by the terms of any agreement between us and the User and by any and all decisions or determinations made thereunder by the party or board so authorized in such agreement. Until such disputes are resolved, Cleanable reserves the right to withhold all payments owed to Service Provider. Service Provider agrees to assert any claims arising from the Service, Project, or any other agreement with Cleanable within 91 days of the time Service Provider became, or should have become, aware of the facts underlying such claim. Alternatively, if applicable state law requires a longer notice period to submit a claim, then such time period shall apply to any claims Service Provider may have arising from the Service, Project, or any other agreement with Cleanable.
You agree that if you breach any Terms detailed herein, we will provide written notice to you via email (“Compliance Request”). If such breach is not cured by the date and time set forth on the notice (the “Compliance Deadline”), or we believe you reasonably cannot cure the breach, we reserve the exclusive right to terminate any Purchase Order with the Service Provider, without penalty, with written notice. Termination shall go into effect immediately on receipt of the Termination Notice and Service Provider shall not be entitled to any payment for Services not yet completed or performed.
Notwithstanding anything to the contrary, Cleanable, in its sole discretion, may terminate any Purchase Order, Agreement or other understanding between Cleanable and Service Provider, immediately upon written notice. Upon such termination, Service Provider’s only remedy shall be fees owed for Services provided to date.
12.19 TERMINATION FOR INSOLVENCY
We have the right to terminate a Purchase Order where Service Provider becomes insolvent, fails to pay its bills when due, makes an assignment for the benefit of creditors, goes out of business, ceases production, or becomes unresponsive.
These Terms govern all Services and may only be modified in a writing signed by authorized representatives of both parties. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, and the remainder of these Terms shall remain in full force and effect.
12.21 CONTACT US
If you have questions about these Terms, please contact us in writing at 815 E Superior Ave, Suite 1618, Cleveland, OH 44114. You are also welcome to call us 24/7 at 725-977-9744 or using the form on our contact page.
FOUR ANALYTICS, INC.
4265 San Felipe St 11th Floor
Houston, TX 77027
Toll Free: 1-877-774-1495
Phone: 725 977 9744
Fax: 725 220 4147
FOUR ANALYTICS, INC. © 2018 All Rights Reserved.