1. PROFESSIONAL SERVICES – STS Company agrees to provide the Client, and the Client, by executing this Agreement, hereby engages STS Company to provide, the consulting and professional service(s) described below (collectively, the “Services”):
As Described in Attached Proposal
2. TERMS OF AGREEMENT – Any provision hereof that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, including, without limitation, Sections 7, 9 and 13 hereof, shall survive the expiration or earlier termination of this Agreement.
3. SERVICES AND FEES – In consideration of the Services and subject to Section 8 hereof, Client shall pay STS Company a “Service Fee” of As Described in the Proposal
4. TERMS OF PAYMENT – Client covenants to pay STS Company in full for Services, prior to the commencement thereof.
5. OPERATIONS AND ADMINISTRATION; STATUS – STS Company shall provide and devote to the performance of the Services such employees as it deems appropriate. STS Company is responsible for completing the necessary paperwork for the Services, provided that Client shall provide all information necessary for the completion of such paperwork and shall be solely responsible for the truth, accuracy, completeness and results thereof.
STS Company shall perform the Services as an independent contractor, retaining control over and responsibility for its own operations and personnel. This Agreement and the Services shall not be deemed to create a joint venture, partnership, fiduciary or agency relationship between Client and STS Company for any purpose.
6. WORK ENVIRONMENTS – Client agrees and covenants that it will comply with all laws, regulations, guidelines and other requirements imposed by any government authorities, including, without limitation, federal, state and local authorities. The Client will report to STS Company all errors and or changes to any paperwork provided by STS Company within a 24-hour period after provision thereof. If Client does not provide any corrections or changes within 24-hours after receiving such paperwork, it shall be conclusively deemed to have approved such paperwork in all respects and to have waived any right to make corrections or changes. STS Company agrees to make any necessary corrections or changes requested by the Client within two (2) business days after its receipt of a request therefor from Client.
7. HOLD HARMLESS – Client agrees to defend, indemnify and hold Special Trade Services Company harmless from, and against any and all liabilities, expenses (including attorneys’ fees and court costs) and claims for damage of any nature whatsoever, which STS Company may incur, suffer, become liable for, or which may be asserted or claimed against STS Company as a result of the acts, errors or omissions of Client. Client understands and agrees that any application prepared by STS Company does not constitute any verification of the information provided by Client and that Client shall be solely responsible therefor. STS Company does not make any covenants, guarantees, representations or warranties that the Client will be approved for the license or application being applied for.
8. Client Delays – Client acknowledges that the Service Fee was calculated based upon STS Company’s hourly rate, multiplied by the estimated time to complete the Services. In the event that Client’s actions or omissions delay STS Company’s completion of the Services or increase the time necessary to complete the Services, including, without limitation, failure to timely respond to STS Company’s requests, Client shall be responsible for all additional costs and expenses caused thereby, including, without limitation, an increase in the Service Fee for any such additional time expended by STS Company. Any such additional costs and expenses shall be paid by Client to STS Company no later than seven (7) days after invoicing therefor.
9. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS OR ANY FORM OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING BUT NOT LIMITED TO TORT (INCLUDING NEGLIGENCE), CONTRACT AND BREACH OF WARRANTY, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL STS COMPANY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SERVICES EXCEED THE AMOUNT OF THE SERVICE FEE.
10. Cancellation – Client shall notify STS Company of any cancellation or intent to reschedule Services by contacting STS Company promptly. Client must notify STS Company of its intent to cancel or reschedule Services prior to the commencement of Services by STS Company and no refund shall be issued by STS Company following the commencement of Services.
STS Company reserves the right to cancel or reschedule Services to Client for any reason and at any time whatsoever.
Your Access to and Control Over Information
You may opt out of any future contact from us at any time by written request. You can do the following at any time by contacting us via email:
• See what data we have about you, if any.
• Change/correct any data we have about you.
• Have us delete any data we have about you.
• Express any concern you have about our use of your data.
STS Company takes precautions to protect your information. When you submit sensitive information via our website, STS Company will use reasonable precautions to ensure your information is protected both online and offline.
12. Consent to Release and Obtain Information – Client authorizes STS Company to release or obtain information related to ALL Services Client has hired or inquired STS Company about to and/or from ANY third party, to the extent necessary or appropriate in order for STS Company to provide the Services.
a. Entire Agreement – The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, whether oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein. Except as otherwise set forth herein, no modifications of this Agreement shall be binding upon either party hereto unless approved in writing by both parties hereto.
b. No Waiver- Failure by either party to claim a breach of any provisions of this Agreement will not be construed as a waiver of any subsequent breach nor prejudice either party, as regards to any subsequent action. Any waiver must be in writing and signed by the waiving party.
c. Severability – If a court of competent jurisdiction holds than any provision of this Agreement is illegal, invalid or unenforceable, then such holding shall not affect the other provisions of this Agreement or this agreement as a whole; such provision shall be deemed modified to the extent necessary, in the court’s opinion, to make it fully legal, valid or enforceable while preserving, to the fullest extent permissible, the intent and agreement of the parties set forth in this Agreement; and this Agreement and the and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with such modification. If such court does not modify any such provision as contemplated herein, but instead declares it to be wholly illegal, invalid or unenforceable, then such provision shall be severed from this Agreement; this Agreement and the rights and obligations of the parties hereunder shall be construed and enforced as if this Agreement did not contain such severed provision; and this Agreement otherwise shall remain in full force and effect.
d. Assignment – The Client may not assign any obligations hereunder to any other party without the prior written consent of STS Company, which shall not be unreasonably withheld, conditioned or delayed. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assignees of the parties hereto.
e. No Third Party Beneficiaries – No provision of this Agreement is intended, nor will any such provision be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any third parties, other than the permitted successors and assigns of a party hereto.
f. Governing Law; Venue All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without giving effect to any choice of law or conflict or law provision or rule that would cause the application of the law of any jurisdiction other than the State of South Carolina. Any action, suit or other legal proceeding arising from or based on this Agreement must be brought in a court of competent jurisdiction in Columbia, South Carolina.
g. Interpretation – The headings of sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation.
h. Counterparts – This Agreement may be executed and delivered by each party in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
i. Waiver of Jury Trial – THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT OR OTHERWISE.
14. Notices – All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to be given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee is sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d)on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 14):
If to Client: The address set forth in the introductory paragraph to this Agreement.
If to STS Company: Special Trade Services Company
105 Oak Park Drive, Suite E
Irmo, SC 29063
15. Disclaimer – Client acknowledges that, while STS Company may provide general information related to the law, it: (i) is not a law firm; (ii) does not employ attorneys; and (iii) does not provide legal advice. No attorney-client confidential relationship exists or will be formed between Client and STS Company or any of STS Company’s representatives. Although STS Company goes to great lengths to ensure it provides accurate and useful information, Client further acknowledges that STS Company has advised Client to consult with an attorney with respect to any legal advice desired by the Client.
16. Force Majeure – STS Company shall not be liable or responsible to the Client, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond STS Company’s reasonable control, including, without limitation, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other events beyond the reasonable control of the Impacted Party.