STANDARD SERVICE AGREEMENT
1. General.
Texas Professional Surveying and its subsidiaries and affiliates (individually and collectively “Texas Professional Surveying”) are providing custom or contract services in regards to property and land surveying. This Standard Service Agreement and any schedule(s), attachment(s) and exhibit(s) agreed and executed by Texas Professional Surveying shall govern the provision of all custom/contract survey services (“Services”) by Texas Professional Surveying to service purchaser. Service purchaser is hereby referred to as “Client.” Texas Professional Surveying and Client are hereby collectively referred to as “Parties.”
2. Service Agreement.
Unless acknowledged and signed by Texas Professional Surveying in writing, any additions or alterations by Client shall not bind Texas Professional Surveying. Texas Professional Surveying’s failure to object to any amendments, alterations, additions or proposals contained in any work order or other form or document from Client shall not be construed as a waiver of the Service Agreement nor an acceptance of any such amendments, alterations, additions or proposals.
3. Scope of Work.
A detailed scope of work (“Scope”) shall be provided by Client and attached hereto as schedule A. The scope of work shall specify the details of the work, the design, information desired, data and materials to be provided by Client, required completion time and all other matters relating to the completion of the Agreement. Client shall be deemed to assent to the terms of the Service Agreement by submitting the Scope. The submission of Scope shall be deemed as an offer by Client. The acceptance occurs upon the execution and acknowledgement of the Scope by Texas Professional Surveying in writing.
4. Changes of Scope/Services.
Changes to the Scope or Services must be agreed upon and authorized by representatives of Texas Professional Surveying and Client in writing. If such changes result in an increase in the cost and labor of the Services or affect the projected date of completion of the Services (or portions thereof), the compensation for the Services and/or completion date(s) shall be adjusted to a degree commensurate with such changes agreed upon by Texas Professional Surveying and Client in writing. Cancellation of Services in progress will result in a partial charge commensurate with the percentage of work completed at the time of cancellation, in addition to any approved expenses beyond recall at the time of termination which incurred prior to termination, and any other actual costs and charges incurred due to the early termination. Texas Professional Surveying has the right to terminate the Service Agreement without any liability to Client if no agreement could be reached regarding the changes and adjustment of compensation and costs by Texas Professional Surveying and Client in writing.
5. Compensation and Payments.
The Client shall pay Texas Professional Surveying for the Services rendered from the date of the invoice(s), or, if applicable, according to the compensation rate and payment schedule as set forth in quotation or Texas Professional Surveying representative. Invoices shall be sent to Client upon completion of the Services and delivery of the applicable Deliverable(s) to Client, or, according to the schedule B. If Client defaults in any payment when due, Texas Professional Surveying, at its option and without prejudice to its other lawful remedies, may delay performance, defer delivery, charge higher interest rate to the maximum amount allowed by law on undisputed amounts owed, and/or terminate the Services Service Agreement. All payments due hereunder shall be made in the currency specified by Texas Professional Surveying in writing in the Invoice.
6. Taxes and Other Charges.
Unless Parties agree in writing, Client will be responsible for any use tax, sales tax, excise tax, custom duty, inspection or testing fee, or any other taxes, fees, duties or charges imposed by any governmental authority, relating to or measured by the transaction, in addition to the prices quoted or invoiced in the Service Agreement. If Texas Professional Surveying is required to pay any such taxes, custom duties, fees or charges, Client shall reimburse Texas Professional Surveying thereof or provide Texas Professional Surveying an exemption certificate or other document acceptable to the authority imposing the taxes, duties, fees, or charges at the time the order is placed.
7. Information.
Client will provide Texas Professional Surveying with sufficient amount of its information and materials such as property information, deeds and previous survey work needed to complete the Services (“Client Materials”), as well as comprehensive data or information concerning requirements of such Client Materials needed by Texas Professional Surveying to complete the Services. Texas Professional Surveying will use Client Materials in accordance with the Service Agreement and only in the execution of Services for the benefit of the Client.
8. Limited Warranty.
The Service Agreement is a contract for Services only. Texas Professional Surveying’s sole warranty with respect to the Services is that Texas Professional Surveying will perform the Services in accordance with the standard of performance set forth above.
9. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TEXAS PROFESSIONAL SURVEYING (OR ITS SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE UNDER ANY LEGAL THEORY AS A RESULT OF TEXAS PROFESSIONAL SURVEYING’S PERFORMANCE OF THE SERVICES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF CUSTOMERS, CLIENT OR GOODWILL.
10. Indemnification.
Client shall indemnify and hold harmless Texas Professional Surveying, its subsidiaries and affiliates, and their respective officers, directors, employees, and agents from and against any and all expenses, damages, costs, judgments, and losses arising from any Client’s product or service based in whole or in part on Deliverables delivered hereunder or any portion thereof.
11. Termination.
Texas Professional Surveying may terminate the Service Agreement in the event that Client breaches or fails to comply with any material provision of the Service Agreement, and fails to remedy the breach or failure to the satisfaction of Texas Professional Surveying.
12. Force Majeure.
Except with respect to the obligation to make payment, neither Texas Professional Surveying nor Client shall be responsible for failure or delay in performance of its obligations related to the Services due to causes beyond its reasonable control, including but not limited to, acts of God, governmental actions, fire, labor difficulty, shortages, civil disturbances, transportation problems, interruptions of power or communications, failure of suppliers or subcontractors, or natural disasters.
13. Additional Notes for Customer Services.
Client shall acknowledge and agree that these additional services are provided free of charge and are provided for informational purposes only.. Client shall agree that it remains Client’s responsibility to evaluate such suggestions before adopting them. Finally, by placing an order with Texas Professional Surveying, Client will be deemed to have read, understood, and agreed to the above Service Agreement.