GENERAL TERMS AND CONDITIONS
STANDARD OF PERFORMANCE
The standard of care for all work undertaken by Advanced Access Engineering Inc for works such as, Inspection, engineering, consulting and related services performed or furnished by Advanced Access Engineering Inc under this Agreement will be preformed to professional standards and under the care and skill ordinarily used by member’s of Advanced Access Engineering Inc work group which include Engineers, inspectors and other competent personnel. Advanced Access Engineering Inc makes no warranties, expressed or implied, under this Agreement or otherwise, in conjunction with Advanced Access Engineering Inc services.
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INSURANCE
Advanced Access Engineering Inc agrees to procure and maintain, at it’s expense employers, employee liability insurance as required by law; Automobile liability insurance; Commercial general liability insurance; and, Professional liability insurance for claims arising out of the performance of services under this agreement caused by negligent acts, errors, or omissions for which Advanced Access Engineering Inc is legally liable subject to the limitation of liability contained in that section as it appears within these terms and conditions.
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OPINIONS OF PROBABLE COST (COST ESTIMATES)
Any opinions of probable project cost or probable construction cost provided by an engineer are made based on information available to Advanced Access Engineering Inc and on the basis of Advanced Access Engineering Inc experience and qualifications and represents its judgment as an experienced and qualified professional organization. However, since Advanced Access Engineering Inc has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s’) means and methods of determining prices, or over competitive bidding or market conditions, Advanced Access Engineering Inc does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost that Advanced Access Engineering Inc prepares.
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CONSTRUCTION PROCEDURES
Advanced Access Engineering Inc observation or monitoring portions of the work performed under construction contracts shall not relieve the contractor from its responsibility for performing the work in accordance with applicable contract documents. Advanced Access Engineering Inc shall not control or have charge of, and shall not be responsible for, construction means, methods, techniques, sequences, procedures of construction, health or safety programs or precautions contained with the work and shall not manage, supervise, control or have charge of construction. Further, Advanced Access Engineering Inc shall not be responsible for the acts or omissions of the contractor or other parties on the project.
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CONTROLLING LAW
This Agreement is to be governed by the law of the Country where Advanced Access Engineering Inc services are performed or in another jurisdictions that may have registered Advanced Access Engineering offices.
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SERVICES AND INFORMATION
CLIENT will provide all criteria and information pertaining to CLIENT’s requirements for the project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expand-ability, and any budgetary limitations. CLIENT will also provide copies of any CLIENT furnished Standard Details, Standard Specifications, or Standard Bidding Documents which are to be incorporated into the project.
CLIENT will furnish the services of other disciplined personnel that Advanced Access Engineering Inc either cannot supply or do not employ, have staffed or other consultants that include reports and appropriate professional recommendations when such services are deemed necessary by the Advanced Access Engineering Inc. The CLIENT agrees to bear full responsibility for the technical accuracy and content of CLIENT-furnished documents and services.
In performing professional services and related services hereunder, it is understood by CLIENT that Advanced Access Engineering Inc is not engaged in rendering any type of legal, insurance or accounting services, opinions or advice. Further, it is the CLIENT’s sole responsibility to obtain the advices of an attorney, insurance counselor or accountant to protect the CLIENT’s legal and financial interests. To that end, the CLIENT agrees that CLIENT or the CLIENT;’s representative will examine all studies, reports, sketches, drawings, specifications, proposals and other documents, opinions or advice prepared or provided by Advanced Access Engineering Inc and will obtain the advice of an attorney, insurance counselor or other consultant as the CLIENT deems necessary to protect the CLIENT’s interests before CLIENT takes action or forebears to take action based upon or relying upon the services provided by Advanced Access Engineering Inc.
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SUCCESSORS AND ASSIGNS
CLIENT and Advanced Access Engineering Inc, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the covenants of these T&C. Neither CLIENT nor Advanced Access Engineering Inc will assign, sublet or transfer any interest in these T&C’s without the written consent of the other.
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RE-USE OF DOCUMENTS
CLIENT or Advanced Access Engineering Inc may terminate any contract or agreement, in whole or in part, by giving mutually suitable written notice, if the other party substantially fails to fulfill its obligations under any agreement through no fault of the terminating party. Where the method of payment is “Lump Sum”, or “Cost reimbursement”, the final invoice will include all services and expenses associated with the project up to the effective date of termination. An equitable adjustment shall also be made to provide for termination settlement costs Advanced Access Engineering Inc incurs as a result of commitments that had become firm before termination, and for reasonable profit for services performed.
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SEVERABILITY
If any provision of this proposal is held invalid or unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term of condition shall not be construed by the other party as a waiver of any subsequent breach of the same provision, term or condition.
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INVOICES
Advanced Access Engineering Inc will submit monthly or more frequent as appropriate invoices for services rendered and CLIENT will make prompt payments upon receipt in response to Advanced Access Engineering Inc invoices. Labor expense will be charged in accordance with proposed rates and terms. Material and subcontractor expenses will be marked up as per Advanced Access Engineering Inc project specific proposal to cover administrative and insurance costs.
CLIENT shall make prompt payment to Advanced Access Engineering Inc regardless of any other agreements or arrangements with Owner. Advanced Access Engineering Inc compensation shall not be tied to CLIENT’s receipt of payment by the Owner.
Advanced Access Engineering Inc will retain receipts for reimbursable expenses. Receipts will be available for inspection by CLIENT’s auditors upon request and submitted for invoicing purposes.
If CLIENT disputes any items on Advanced Access Engineering Inc invoice for any reason, including the lack of supporting documentation, CLIENT may consult with Advanced Access Engineering Inc and come to an agreeable decision on the disputed item and pay the remaining amount of the invoice. CLIENT will promptly notify Advanced Access Engineering Inc of any dispute and request clarification and/or correction. After any dispute has been settled, Advanced Access Engineering Inc will include the disputed item on a subsequent, regularly scheduled invoice, or on a special invoice for the disputed item only.
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CLIENT recognizes that late payment of invoices results in extra expenses for Advanced Access Engineering Inc. Advanced Access Engineering Inc retains the right to assess CLIENT interest at the rate of one percent (1%) per month, but not to exceed the maximum rate allowed by law, on invoices which are not paid within forty-five (45) days from the date of the invoice. In the event undisputed portions of Advanced Access Engineering Inc invoices are not paid when due, Advanced Access Engineering Inc also reserves the right, after seven (7) days prior written notice, to suspend the performance of its services under this Agreement until all past due amounts have been paid in full.
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CHANGES
The parties agree that no change or modification to any proposal or any attachments hereto, shall have any force or effect unless the change is produced in writing, dated, and made part of this proposal. Adjustments in the period of services and in compensation shall be in accordance with applicable paragraphs and sections of this Agreement. Any proposed fees by Advanced Access Engineering Inc are estimates to perform the services required to complete the project as Advanced Access Engineering Inc understands it to be defined. For those projects involving conceptual or process development services, activities often are not fully definable in the initial planning. In any event, as the project progresses, the facts developed may dictate a change in the services to be performed, which may alter the scope. Advanced Access Engineering Inc will inform CLIENT of such situations so that changes in scope and adjustments to time of performance and compensation can be made as required. If such change, additional services, or suspension of services results in an increase or decrease in the cost of or time required for the performance of the services, and equitable adjustment shall be made, and the Agreement modified accordingly.
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CONTROLLING AGREEMENT
These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal, contract, purchase order, requisition, notice-to proceed, or like document.
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HAZARDOUS MATERIALS
CLIENT represents to Advanced Access Engineering Inc that, to the best of its knowledge, no hazardous materials are present at the project site. However, in the event hazardous materials are known to be present, CLIENT represents that to the best of its knowledge it has disclosed to Advanced Access Engineering Inc the existence of all such hazardous materials, including but not limited to asbestos, PCB’s, petroleum, hazardous waste, or radioactive material located at or near the project site, including type, quantity and location of such hazardous materials. In the event Advanced Access Engineering Inc or any other party encounters undisclosed hazardous materials, Advanced Access Engineering Inc shall have the obligation to notify CLIENT and, to the extent required by law or regulation, the appropriate government officials, and Advanced Access Engineering Inc may, at its option and without liability for consequential or any other damages to CLIENT, suspend performance of services on that portion of the project affected by hazardous materials until CLIENT: (i) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the hazardous materials; and (ii) warrants that the project site is in full compliance with all applicable laws and regulations. CLIENT acknowledges that Advanced Access Engineering Inc is performing professional services for CLIENT and that Advanced Access Engineering Inc is not and shall not be required to become and “arranger,” “operator,” “generator,” or “transporter” of hazardous materials, as defined by law and transportation regulations. If Advanced Access Engineering Inc services hereunder cannot be performed because of the existence of hazardous materials, Advanced Access Engineering Inc shall be entitled to terminate this Agreement for cause on 30 days written notice. To the fullest extent permitted by law, CLIENT shall indemnify and hold harmless Advanced Access Engineering Inc, its officers, directors, partners, employees, and sub consultants form and against all costs, losses, and damages (including but not limited to all fees and charges of engineers, CLIENTs, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) caused by, arising out of or resulting from hazardous materials, provided that (i) any such cost, loss or damage is attributable to bodily injury, sickness, disease, or death, or injury to or destruction of tangible property (other than completed Work), including the loss of use resulting therefrom, and (ii) nothing in this paragraph shall obligate CLIENT to indemnify any individual or entity form and against the consequences of that individual’s or entity’s sole negligence or willful misconduct.
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EXECUTION
The Agreement, including schedules made a part thereof, constitute the entire proposal and agreement between Advanced Access Engineering Inc and CLIENT, supersedes and controls over all prior written or oral understandings. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by the parties.
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LIMITATION OF LIABILITY
Advanced Access Engineering Incs total liability to CLIENT for any loss or damage, including but not limited to special and consequential damages arising out of or in conjunction with the performance of services or any other cause, including Advanced Access Engineering Inc professional negligent acts, errors, or omissions, shall not exceed if applicable Advanced Access Engineering Inc compensation for reports or opinions, or otherwise the lessor of the total compensation received by Advanced Access Engineering Inc hereunder, except as otherwise provided under this proposal, and CLIENT hereby releases and holds harmless ENGINEER from any liability above such amount.
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SOCIAL MEDIA
Advanced Access Engineering Inc information and client data is useable as social media advertisement and marketing material by the CLIENT and also on special terms by Advanced Access Engineering Inc. The CLIENT is free to use data, information, photo, video and other delivered materials as they please and as accepted by their own social media policies and practices. These terms and conditions also include provisions to give Advanced Access Engineering Inc special promotions via client social media accounts, direct client social media accounts and any parent or partner accounts as well that they can influence and get approval for posts. The CLIENT agrees to the following, A) Advanced Access Engineering Inc can emit social media advertisements and self promotion during a project only with CLIENT approval on Advanced Access Engineering Inc specified forms. B) Advanced Access Engineering Inc can emit upon completion of any project social media advertisements it sees to be in professional and in good taste for both organizations. C) Upon formal request CLIENT agrees to accept and post a mutually agreed social media post that reflects a positive view of both organizations. D) For mutually beneficial posts the use of Hashtag’s # are promoted and also using the social media outreach method of “@” to tag and recognize each organization to followers or potential followers.
As with all projects special provisions can be implemented in the T&C that are mutually agreeable.
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ACCEPTANCE
Upon review or acceptance of a proposal or the T&C document itself the CLIENT agrees that Advanced Access Engineering Inc T&C’s are accepted and are in effect. Written notice for agreeable changes must be formally made via written letter or electronic exchange and recorded accordingly.
These Terms and Conditions are publicly available and shall be in force and effect hereto.
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For further details please contact: Contact@AdvancedAccessEngineering.com