Terms of service.
Service Agreement
This Service Agreement and any one or more Statements of Work (collectively the “Agreement”) is between you (“you”/“your”/“Client”) and The Betty Brigade (“we”/“our”/“BB”) and is effective as of the Proposal Date on your Statement of Work (“SOW”).
We are pleased to offer the Services more fully described in your SOW and that you have decided to retain BB to perform these Services.
Accordingly, you and BB (each a “Party” and collectively the “Parties”), agree as follows:
1. GENERAL
This Agreement describes the general terms and conditions that apply to all the Services we perform on your behalf with regard to your Project. We have no obligation to perform Services except as described in the SOW that you have agreed to and signed. You may also request additional Services (“Additional Services”) from time to time, and when you do, we will prepare a new SOW for you to sign. If any terms in this Services Agreement conflict with terms in the SOW, the SOW will control. At any point during the term of this Agreement, the Parties may agree to Additional Services. Fees and costs for Additional Services will reflect the rate structure in effect at the time you request Additional Services.
2. PROJECT DETAILS
a. Start Date. BB shall start and complete its Services as noted in the applicable SOW.
b. Retainer. The retainer amount and how to pay it using our payment portal are described below in Section 4 and in your SOW. This retainer serves as your Project deposit and is due and payable before the Start Date. Occasionally, we will need the services of other vendors and/or equipment to assist our BB team. Those details and your total estimated Project fee are all described in your SOW.
**If Virtual** An estimate of services may be provided in your virtual consultation (“initial assessment”). This initial assessment is NON-BINDING and may be adjusted, if necessary, once a BB team member visits the property in person. Your final Project Fee will be set forth in your Statement of Work.
3. FEES
We base our fees on the scope of your Project, the required skill sets of our BB staff, and the costs and expenses associated with equipment rental that may be required. Occasionally, we require the services of other vendors. When we visit the property, we will charge a minimum fee based on our 1/2 -day rate. All Project fees must be paid on or before the Completion Date. These fees and costs are described in detail in your SOW.
a. Appointment Cancellation
You agree to pay the full cost, up to a maximum of $500 of our agreed Service fee, for any and all appointments that you schedule and either fail to show up or do not cancel at least 48 hours prior to the scheduled time. Other cancellation fees once our work on your Project has begun are described in your SOW.
b. Changes In Project Scope
Changes to the scope of your Project may (i) require Additional Services, (ii) increase the Project cost, and / or (ii) negatively affect Project timelines. Scope changes will require the written approval of both Parties. We will bill Additional Services at our then current Standard Rates unless we both agree in writing to different rates. Our current Standard Rates are outlined in your SOW. We will prepare and deliver invoices for Additional Services on a monthly basis and will expect your payment upon completion of our Services and within five (5) days of your receipt of our final invoice.
You are responsible for making any additional payments for changes you require in the Project that were not part of our original Project scope. Any fees resulting from such changes must be paid in advance of our performance of those Services.
c. Late Payment
Your payment is past due if it is not made on or before thirty (30) days from the date of your invoice. We may charge a $45 late payment fee for any invoice more than five (5) business days past its due date. For payments more than thirty (30) days past due, we may assess an interest rate of seven percent (7%) per annum, which will accrue monthly until you make full payment. No late payment or interest charges you pay will be credited toward your Project fees or costs.
4. PAYMENT METHODS
You can pay your retainer and Project fees by going to our secure payment portal here. We accept MasterCard, Discover, Visa, and American Express. We also accept PayPal, ACH/wire transfers, cash, and checks. If you pay by check and it is returned for non-sufficient funds, we will charge you $45 plus any other related charges that may be assessed by the bank.
5. TERM; RENEWAL; TERMINATION
a. Term. The term of this Agreement shall extend through the Completion Date of any then-current SOW.
b. Delays; Renewal. Because delays can happen, the Agreement and your SOW will remain in effect and automatically renew on a monthly basis as long as: (i) our Services on your Project are ongoing, and (ii) we have not reached your Completion Date.
c. Termination. Either party shall have the right to terminate this Agreement for any reason or no reason. This Agreement will terminate on the earlier of the date of (i) your final payment of our last Project invoice to you indicating that we have reached the Completion Date, or (ii) a Party’s receipt of the other Party’s decision to terminate the Agreement by transmitting a written notice via US Mail, or commercial courier, but if you are the terminating Party, the termination is effective only if you have paid all outstanding fees for our Services on your Project.
6. LIMITATION OF LIABILITY
THE LIABILITY, IF ANY, OF BB AND ITS AGENTS, SERVANTS, REPRESENTATIVES, AND EMPLOYEES FOR ANY CLAIM OR ACTION, WHETHER IN CONTRACT OR TORT OR PURSUANT TO STATUTE OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY), RELATED TO ANY LIABILITIES OF ANY KIND WHATSOEVER, SHALL BE LIMITED TO ACTUAL, DIRECT DAMAGES IN AN AMOUNT THAT DOES NOT EXCEED IN THE AGGREGATE THE TOTAL PAYMENTS YOU HAVE PAID UNDER THIS AGREEMENT. IN NO EVENT SHALL BB BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SAME, OR ANY PUNITIVE OR EXEMPLARY DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.
7. MISCELLANEOUS PROVISIONS
a. Governing Law; Waiver of Jury Trial. This Agreement will be governed by the laws of the State of Michigan without regard to its choice of law principles. The Parties irrevocably consent to the jurisdiction and venue of the courts located in Washtenaw County, Michigan, in connection with any action arising out of or relating to this Agreement. Neither Party is relying on warranties, representations, assurances, or inducements except those that are expressly set forth in this Agreement. The Parties agree to waive, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily and intentionally, any right they may have to a trial by jury in any litigation based upon or arising out of this Agreement. Neither Party will seek to consolidate, by counterclaim nor otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.
b. Entire Agreement; Amendment; Non-Waiver; Cumulative Remedies. This Agreement, including all Exhibits, sets forth the entire understanding and agreement of the Parties and supersedes any and all oral or written agreements or understandings between the Parties. Only a writing signed by authorized representatives of both Parties may change this Agreement. Neither Party is relying on warranties, representations, assurances, or inducements except those that are expressly set forth in this Agreement. No failure or delay by either Party in exercising any right, power or remedy under this Agreement, except as specifically provided, will operate as a waiver of any such right, power, or remedy. Except as expressly provided to the contrary, the remedies allowed by this Agreement are cumulative of other remedies provided in this Agreement and of any and all remedies provided by law and equity.
c. Attorney’s Fees. If we have to take any legal action to enforce our rights under this Agreement, you agree to reimburse us of all costs and expenses of having to take such action.
d. Best Efforts. BB agrees to use good faith and best efforts to fulfill its obligations under this Agreement as soon as practicable. If we encounter an unforeseen problem (not caused by us) that may delay completion of your Project, then a representative of BB will contact you and inform you of the problem and the anticipated delay. BB will use its best efforts to complete your Project in a timely fashion. You also agree to act in good faith and use your best efforts to cooperate with BB workers and staff.
e. Assignment. Either BB or Client may assign his/her/its rights under this Agreement, but neither may, without the written consent of the other, delegate performance to another party, although BB may from time to time employ an independent contractor to perform services to be provided under this Agreement.
f. Notice. Any notice that either Party may give or is required to give under this Agreement shall be in writing and, if mailed, be effective three (3) days after being sent by certified or registered mail, postage prepaid, addressed to the other Party address as listed below or at any other address that the other Party provides in writing.
If to The Betty Brigade: 1901 Sunrise St, Ann Arbor, MI 48103
If to the Client: Client’s address in the applicable SOW
g. Dispute Resolution. In all instances, and prior to any formal litigation, the Parties shall attempt in good faith to resolve any disputes, claims, or counterclaims (“Dispute”) arising out of or relating to this Agreement promptly by negotiation. Any Party may give the other Party written notice of any Dispute not resolved in the normal course of business.
h. Limitations on Action. No legal actions against BB under this Agreement may be asserted more than two (2) years after the event giving rise to the cause of action.
i. Lien on Property. BB will place a lien on all personal property and real property which Client owns or has an interest in until the full sums due to BB under this Agreement are paid. You agree to assist and cooperate with our execution of the necessary documents to file such lien.
j. Independent Contractors. The Parties to this Agreement are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither Party shall have the power to obligate or bind the other Party.
k. Binding Effect. The terms of this Agreement are binding on and shall inure to the benefit of the Parties and their respective heirs, representatives, successors, and permitted assigns.
l. Severability. If any provision in this Agreement is held to be invalid or unenforceable, it shall be ineffective only to the extent of the invalidity, without affecting or impairing the validity and enforceability of the remainder of the provisions of this Agreement.
m. Force Majeure. Neither Party shall be liable for failure to perform any obligation, except payment obligations, under this Agreement to the extent such failure is caused by any event beyond the control of the affected Party including, but not limited to, wars, acts of terrorism, reasonable threats of terrorism, hostilities, revolutions, riots, civil commotion, national emergency, strikes, lockouts, unavailability of supplies, unavailability of the Internet or Internet Service Provider, epidemic, fire, flood, earthquakes, force of nature, explosion, embargo, or any act of God, or any law or order of any court or government with jurisdiction. Such failure to perform shall include infeasibility, which may arise when a Force Majeure event renders an obligation under this Agreement to become economically impracticable to perform.
Updated 7/21/2022