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Terms and Conditions


  1. ENTIRE AGREEMENT. These Terms and Conditions, together with any documents incorporated by reference, constitute the entire agreement (the “Agreement”) for the described services (the “Services”) between Independent Facility Consulting LLC(“Consultant”) and the client as defined in the Proposal (“Client”). This Agreement supersedes all prior proposals or negotiations regarding the Services. These terms apply to any contract, change order, or purchase order issued by Client for future services, whether or not expressly incorporated by reference. In the event of any conflict, these terms shall control unless the conflicting document expressly supersedes specific provisions hereof. This Agreement may only be modified in writing executed by both parties.
  2. SERVICES. The Services will be performed in material compliance with this Agreement. Client has reviewed the Agreement and agrees that the Services are appropriate to meet Client’s needs. Unless specified otherwise, Consultant shall provide all technical and professional services, including labor, materials, supplies, equipment, transportation, and supervision of Consultant’s personnel. Client acknowledges that Consultant may utilize third-party service providers. Consultant shall at all times be an independent contractor, and no persons involved shall be considered employees of Client.
  3. FEES, INVOICING AND PAYMENT. Charges for all services shall be invoiced and paid in accordance with the Lump Sum Price or Fee Schedule in the Agreement. Unless otherwise specified, invoices will be submitted at time of report delivery. Payment is due upon receipt and shall be made within thirty (30) days of the invoice date. Payment of Consultant’s invoices is the primary, absolute, and non-contingent obligation of Client, not conditioned upon the closing of a loan, transaction, or any other event. Should cancellation occur after a verbal report of findings has been provided, Client agrees to pay 80% of the total cost due at cancellation. Amounts not paid within thirty (30) days are subject to a late charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by law. If any invoice is disputed, only that portion may be withheld until resolved. Consultant may suspend or terminate performance for non-payment upon reasonable notice. Consultant has no responsibility or liability, and Client has no right to rely on any report, until all invoices are paid in full. Consultant is entitled to all legal fees, including attorney’s fees, for collection of unpaid invoices.
  4. CONFIDENTIALITY. Information Client identifies as confidential upon provision to Consultant, which is not publicly available or is identified as proprietary, will be treated as confidential in accordance with industry standards. However, Consultant has no liability for disclosure of confidential information in notifications or reports revealing potential issues related to public health, safety, or welfare; subject to court order or mandate; or pursuant to public policy. Client shall defend, indemnify, and hold harmless Consultant from any claims, demands, liabilities, costs, and expenses, including reasonable attorney’s fees, incurred in connection with such notifications or reports. If a Consultant employee is identified as a witness in litigation or legal proceedings relating to the Services, Client agrees to pay the regular hourly rate for time expended, including responding to subpoenas, testifying, preparation, and travel, plus all costs and expenses.
  5. LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, PROFITS, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT AND CONSULTANT AGREE THAT CONSULTANT’S AGGREGATE LIABILITY SHALL BE LIMITED TO GENERAL MONEY DAMAGES NOT TO EXCEED TWENTY THOUSAND DOLLARS ($20,000.00), REGARDLESS OF THE CAUSE OF ACTION OR LEGAL THEORY. THE PARTIES ACKNOWLEDGE THIS ALLOCATION OF RISK IS REASONABLE.
  6. WARRANTY. Consultant warrants that Services will be performed in a good and workmanlike manner in accordance with prevailing standards. CONSULTANT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  7. SAMPLING. If sample collection is required, Client recognizes that Consultant acts as a bailee and never assumes title to samples. Client acknowledges that sampling may affect, alter, or damage property, terrain, vegetation, or structures, and accepts this risk. Consultant will exercise reasonable efforts to limit such damage. Unless otherwise agreed, Consultant is not responsible for repair or restoration costs. Consultant may discard samples immediately following analysis. Client may request in writing that samples be retained, in which case Consultant will ship them to Client’s designated location at Client’s expense. Consultant may arrange storage at mutually agreed charges upon written request. This is the only notice of intention to discard samples.
  8. INFORMATION PROVIDED TO CONSULTANT. Client shall provide Consultant with requested materials in Client’s possession or control. Client shall provide sufficient access to the Property and grants permission for entry unless discussed otherwise in advance. Consultant has no liability for any loss, damage, claim, or expense arising from Client’s failure to provide accurate or complete information or documentation, including Client’s failure to provide a complete copy of the Report to any third party.
  9. RELIANCE. No party may use or rely on any report(s) or information until payment in full is made for all outstanding invoices. Client understands Services are strictly for its sole use and benefit. Use for any other purpose or by any party not identified as an intended user without Consultant’s prior written consent is prohibited. Consultant accepts no responsibility or liability for any unauthorized use. No third party, including heirs, devisees, representatives, successors, assigns, affiliates, or subsidiaries, may rely on or raise any claim relating to the Services or this Agreement. Neither the whole report, nor any part, nor reference thereto, may be published without Consultant’s prior written approval.
  10. INDEMNIFICATION. If Client permits a third party to rely upon this Agreement, Services, or reports in breach of Paragraph I, and said third party files a claim or lawsuit against Consultant, Client agrees to indemnify and hold Consultant harmless from any damages, losses, liabilities, and costs, including reasonable attorney fees and expert witness fees.
  11. NON-SOLICITATION. Client shall not hire or solicit Consultant’s employees for one (1) year following any services rendered. If Client hires a Consultant employee within twelve (12) months, Client agrees to pay a referral fee of twenty-five percent (25%) of the employee’s previous annual compensation plus all training and licensure costs expended by Consultant during the previous year.
  12. TERMINATION. This Agreement may be terminated: (i) by either party prior to substantial completion with thirty (30) days written notice; or (ii) by Consultant at any time for cause, including Client’s breach, failure to pay invoices, or fraud or willful misconduct, effective immediately upon written notice. Upon termination, Consultant reserves the right to complete analyses and records necessary to place files in order and, where necessary to protect professional reputation, to complete a report on Services performed. Consultant shall receive a reasonable termination charge covering such costs and compensation for all Services performed. Upon termination, Client has no rights of use or reliance on the work. Paragraphs A, C, D, E, F, G, I, J, K, L, M, N, O, P, Q, R, and S survive termination.
  13. RESOLUTION OF DISPUTES. This Agreement is governed by and construed in accordance with the laws of the State of Georgiaand the United States of America, without regard to conflict of law provisions. Except for disputes arising from failure to pay invoices, any claim shall be submitted to mandatory non-binding mediation through a mutually agreed third-party mediator. A “Notice of Mediation” shall commence the process and stay the limitations period for 60 days unless otherwise agreed. If mediation fails, parties may proceed to litigation in the State or Federal courts located in Georgia, subject to Paragraph L. Except for payment disputes, each party pays its own attorneys’ fees and expenses.
  14. LIMITATIONS PERIOD. Except for actions for nonpayment of invoices, any legal action must be filed within eighteen (18) months from the date of delivery of the Report. This period is not extended by incapacity or delay in discovery of claims.
  15. CORPORATE PROTECTION. Consultant’s services shall not subject Consultant’s employees, officers, or directors to personal legal exposure. As Client’s sole and exclusive remedy, any claim shall be directed only against Independent Facility Consulting LLC, not against any individuals.
  16. NO WAIVER. Failure to exercise any right or remedy shall not constitute a waiver of such right or any other rights.
  17. SEVERABILITY. The provisions are severable. Invalidity of any part shall not invalidate the remainder.
  18. OWNERSHIP AND RETENTION OF DOCUMENTS. Except for Consultant submittals and deliverables (jointly owned), all documents, data, field notes, photographs, and analyses remain Consultant’s physical and intellectual property as instruments of service, not “work for hire.” Consultant retains records for two years (sixty months for appraisal services), after which they may be discarded.
  19. NO ASSIGNMENT. Neither party may assign rights under this Agreement without prior written consent, which shall not be unreasonably withheld. Each party represents it has full power and authority to bind the party represented.