Terms of ServiceThese Terms of Service (“TOS”) govern the relationship between PTAC Crew, LLC (“Crew”) and you (the “Client” or “You”) regarding the Services (as defined below) that Crew will perform for You. The defined terms used in these TOS are contained in Exhibit A, all of which begin with a capital letter. Any words used in these TOS with the same spelling as the defined terms in Exhibit A but which do not begin with a capital letter will not be a defined term. The meanings of defined terms are applicable equally to both the singular and plural forms of such terms.
1. What You Can Expect.
1.1. The Client has hired Crew to perform the Services because Crew is an industry leader in quality and reliability; accordingly:
1.1.1. Crew will perform a detailed checklist during and after providing the Services to ensure that the results meet its high standards.
1.1.2. Crew trains its Teams to arrive on time and to perform the Services on schedule.
1.1.3. Crew enforces a strict safety policy and trains its Teams to always be aware of potential hazards.
1.1.4. Crew develops its Teams to present Crew and your business in a professional, polite, and efficient manner.
1.1.5. Crew trains its Teams to manage sites with care given to cleanliness, organization, and guest comfort.
2. Our Commitment to You.
2.1. Crew will perform the Services in accordance with the descriptions and specifications listed on the Job Order governing the Services.
2.2. As the Services are being performed, Crew will quickly notify the Client if any unforeseen difficulties are encountered which will require additional expenses and obtain Client approval before incurring the additional expenses.
2.3. All right, title, and interest in the PTACs that are removed by Crew will pass to Crew, and the removed PTACs will be refurbished or disposed of in accordance with EPA regulations.
3.1. Crew desires to make sure that any PTACs suffering from a manufacturing defect are quickly remedied. If a PTAC is found to be defective, the following procedures will apply:
3.1.1. If the Client purchased the PTAC from Crew, Crew will coordinate with the manufacturer to resolve the warranty claim.
3.1.2. If the Client purchased the PTAC elsewhere, then Crew will help the Client contact the supplier of the PTAC so that the Client and the supplier can resolve the warranty claim.
4.1. Each time Crew is hired to provide Services, a separate Job Order will be provided by Crew and Client must accept the Job Order in order for Crew to commit the time and resources to perform the Services for Client.
4.2. Job Orders must be paid by the Client in United States dollars.
4.3. Crew may require a deposit, which will be described on the Job Order if applicable.
4.4. Full payment for the Services is due as specified on the final invoice sent to Client by Crew. Client’s failure to timely pay the final invoice amount will allow Crew to: (i) file a mechanic’s lien (or similar lien) for the Services performed; and (ii) charge interest of five percent (5%) per quarter or the maximum allowed under applicable law on the unpaid amount. Crew will generate and send a final invoice to Client within seven (7) days of the completion of the Services.
5. Responsibilities of Client.
5.1. Once Crew has verified that a PTAC in a room or other single location is properly installed and operational, Client will have forty-eight (48) hours to verify that such PTAC is properly installed and operational. This is Client’s sole opportunity to inspect each newly-installed PTAC to note any problems and request any corrections. Client must ensure that it has an agent, employee, officer, owner, or authorized agent on the Job Site while the Services are being performed so that Client may inspect the newly installed PTACs within the time period described in this Section 5.1 and so Client may point out any concerns and note any problems with the PTACs to Crew while Crew is at the Job Site; a failure to provide such an individual will waive Client’s right to raise any problems with the PTACs installed (outside of a warranty claim for a manufacturing defect).
5.2. Crew will require an area for staging equipment, supplies, and PTACs so that it can perform the Services; Client must continuously provide Onsite Staging to Crew beginning on the Property Ready Date unless stated otherwise in the Job Order.
5.3. The Job Order will contain a Property Ready Date, and it is the Client’s responsibility to provide Crew’s Teams with access to the rooms and areas where the Services are to be provided beginning on the Property Ready Date and then continuously throughout the period required by Crew to complete the Services; a failure by Client to provide such access will result in Client being responsible for a Delay Charge for each day or instance on which the failure occurs.
5.4. If Crew’s Teams will be providing the Services in rooms or areas that are rented or occupied by guests of Client, Client must also provide an agent, employee, officer, owner, or authorized agent of Client to accompany Crew’s Teams while Crew’s Teams are providing the Services in such rented or occupied rooms or areas.
5.5. Client must provide adequate electricity and electrical outlets for Crew to provide the Services.
5.6. Client must ensure that any rooms or other areas where Crew’s Teams will be providing the Services are safe to enter and provide adequate space for Crew’s Teams to perform the Services.
5.7. It is Client’s responsibility to ensure that any PTACs or other equipment installed by Crew are supplied with clean electricity in the proper voltage.
5.8. It is Client’s responsibility to ensure that any PTACs or other equipment installed by Crew are properly handled and stored and used in accordance with the manufacturer’s instructions and recommendations.
5.9. Client will indemnify and hold harmless Crew for and against any and all claims, actions, damages, judgments, settlements, costs, expenses, or other liabilities (including reasonable attorneys’ fees) for personal injury, death, disease, property damage, or other harm for which recovery of damages is sought or suffered by any person or persons, entity or entities, that may arise out of or result from Client’s breach of any of the provisions contained in these TOS, or by any act or omission of Client, its officers, employees, principals, agents, contractors, or subcontractors, in connection with the provision of the Services hereunder.
5.10. Client will not, for a period of three (3) years after the date Crew last performs Services for Client, directly or indirectly, on its own behalf, or on behalf of others, (i) solicit, divert or appropriate, or attempt to solicit, divert or appropriate any business from Crew, whatsoever, or (ii) hire or attempt to hire, induce, or contract with any employees or contractors or subcontractors of Crew to enter into any direct or indirect relationship or arrangement with Client, whatsoever.
5.11. Client will not discuss, disseminate, release, or otherwise disclose any confidential, technical, strategic, or proprietary information of Crew, including but not limited to the pricing for the Services.
6.1. Crew incurs substantial costs before any Services are performed, and therefore Client may cancel the Job Order and the Services as follows:
6.1.1. By providing written notice to Crew by email, provided such cancellation notice is received by Crew at least twenty-one (21) days before the Property Ready Date.
6.1.2. If Client cancels the Job Order and the Services between twenty (20) days and seven (7) days before the Property Ready Date, Client must pay a cancellation fee of seven and one-half percent (7.5%) of the total amount to be due as shown on the Job Order for the Services.
6.1.3. If Client cancels the Job Order and the Services at any time within six (6) days of the Property Ready Date, Client must pay a cancellation fee of fifteen percent (15%) of the total amount to be due as shown on the Job Order for the Services.
6.1.4. If Client cancels the Services while they are being performed, Client must still pay Crew the entire amount shown on the Job Order governing the provision of the Services, and Section 4 of these TOS will apply to all amounts due from the Client.
6.2. Crew may cancel its provision of Services at any time and for any reason upon at least three (3) days advance written notice. Should Client breach these TOS at any time then Crew may terminate the Services immediately and without advance notice.
7.1. Each Job Order provided by Crew will expressly incorporate these TOS and these TOS will govern the relationship between Crew and the Client and the responsibilities of Crew and Client. The terms of any Job Order are meant to supplement these TOS, and should the terms of any Job Order, or any final invoice, conflict with the terms of these TOS, the terms of these TOS will control.
7.2. These TOS, and the terms of any Job Order, will become legally binding upon Client’s acceptance of the Job Order. Acceptance may be manifested by allowing Crew to perform the Services, by email or other electronic communication indicating acceptance of or consent to the Job Order, by electronic signature or any other form of signature on the Job Order, or by verbal acceptance of or consent to the Job Order.
7.3. These TOS do not create any employment, agency, franchise, joint venture, partnership or other similar legal relationship between Crew and Client.
7.4. Crew may subcontract with third-parties to provide the Services, at its sole discretion.
7.5. Termination of the Services will not relieve the Client of its payment obligations or indemnity obligations as described in these TOS, which will survive indefinitely.
7.6. If any provision of these TOS is declared by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of these TOS will continue in full force and effect, and the offending provision will be construed so as to be valid and enforceable in keeping with the parties’ intent.
7.7. These TOS, together with any Job Order and final invoice, constitutes the entire agreement between the parties, and merges all previous negotiations and discussions. All prior and contemporaneous agreements, representations, statements, negotiations, understandings, and undertakings are superseded by these TOS. These TOS may be modified only in a writing signed by both parties which expressly states that it is intended to modify these TOS.
7.8. These TOS will be construed under the laws of the State of Tennessee, regardless of conflict of law principles. Any legal actions arising from these TOS must be filed within a court located in Knox County, Tennessee. Any legal action filed within any other jurisdiction shall be immediately removed to a court within Knox County, Tennessee.
7.9. The waiver by Crew of a breach of any provision of these TOS by Client will in no way be construed as a waiver of any succeeding breach of such provision or a waiver of the provision itself. No waiver of any provision of these TOS, whether by conduct or otherwise, in any one or more instances, will constitute a waiver of any other provision, nor will such waiver constitute a continuing waiver, and no waiver will be binding unless executed in writing.
7.10. Any communication required or desired to be given under these TOS must be written and sent via email to the email address listed for Crew on the Job Order or to Client’s email address.
7.11. Should Crew employ an attorney for the purpose of enforcing these TOS or any judgment based thereon in any court, including bankruptcy court, courts of appeal, or arbitration proceedings, it will be entitled to receive its reasonable attorneys' fees and costs.
7.12. Under no circumstances will Crew be liable for special, indirect, liquidated, or consequential damages of any kind, including but not limited to lost profits, business interruption, costs of replacement services, or increased costs of operation, maintenance, or staffing.
7.13. In no event will Crew’s combined, aggregate, and lifetime liability, regardless of legal theory or culpability, exceed, for all claims, losses, damages, judgments, awards, settlements, expenses, and costs (including but not limited to attorneys’ fees), an amount equal to twenty-five thousand dollars ($25,000.00).
7.14. The rights and remedies of Crew under these TOS are not exclusive, but are cumulative, and are in addition to all other rights and remedies provided by law or equity.
As referenced in the PTAC Crew, LLC Terms of Service (“TOS”), this Exhibit and the additional terms contained herein have been and hereby are confirmed to be incorporated into the TOS. Any other defined terms used herein shall mean the same as those defined terms referenced within the TOS.
“Delay Charge” will mean a fee of three hundred dollars ($300.00) for each hour, or pro rata portion thereof, that Crew’s Team(s) are delayed from performing the Services because Client failed to provide Crew’s Team(s) with access to the rooms and areas where the Services are to be provided. Crew’s Team(s) typically work ten (10) hours per day, so the maximum Client will be charged for delays is three thousand dollars ($3,000.00) per day.
“Job Order” will mean a document titled “Job Order” that is provided by Crew to the Client prior to the performance of the Services and which will contain critical details about the performance of the Services including but not limited to: the Job Site; the number of PTACs to be removed or installed (if applicable); the price to be charged for the Services; the Property Ready Date; and any other pertinent information determined by Crew. If Crew is performing Services at multiple locations for the Client, then each location may require a separate Job Order.
“Job Site” will mean the location where the Services will be performed.
“Onsite Staging” will mean space in a parking lot or parking garage under the control of Client and located on or within one hundred (100) yards of the Job Site, for which there is no cost to Crew to use and which will allow Crew to place two semi-truck trailers to house the new PTACs to be installed and the old PTACs to be removed.
“Property Ready Date” will mean the date listed on a Job Order on which the Client will make the Job Site available so the Services can begin.
“PTAC” or “PTACs” will mean one or more packaged terminal air conditioning/heat pump units.
“Services” will mean any labor, products, or other services provided by Crew or a subcontractor of Crew, to the Client, or to anyone else at the request of the Client.
“Team” or “Teams” will mean the personnel employed or subcontracted by Crew to perform Services.