Terms and Conditions

Last Modified: 2022-08-15

All services provided by 360 Apartment Renovations shall be governed by these Terms and Conditions unless a separate contract is in place, and the Customer expressly acknowledges and accepts these Terms and Conditions by requesting our services by any means including phone, text message, e-mail, or submitting requests via our Customer Portal.

1. Definitions

1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:

"Business Day" means any weekday other than a bank or public holiday in the United States of America;

"Business Hours" means the hours of 8:00AM to 5:00PM on a Business Day;

"Charges" means the cumulative amount of services in a Work Order:

"Contract" means a particular contract made under these Terms and Conditions between the Supplier and the Customer;

"Customer" means the person or entity identified as such in Section 1 of the Statement of Work;

"Customer Confidential Information" means any information disclosed by the Customer to the Supplier during the Term (whether disclosed in writing, orally or otherwise) that, at the time of disclosure, was marked as confidential, was described by the Customer as confidential, or should have been reasonably understood by the Supplier to be confidential;

"Customer Premises" means any premises owned or controlled by the Customer at which the parties expressly or impliedly agree the personnel of the Supplier shall provide Services;

"Customer Representatives" means the person or persons identified as such and any additional or replacement persons that may be appointed by the Customer giving to the Supplier written notice of the appointment;

"Effective Date" means the date of execution of a Statement of Work incorporating these Terms and Conditions;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Materials" means those materials, products, parts, spares and other goods that the Supplier supplies, or has an obligation to supply, to the Customer under these Terms and Conditions;

"Supplier" means 360 Apartment Renovations, a company incorporated in Texas its registered office at 6404 Carmel Falls Ct, McKinney, TX 75072;

"Supplier Equipment" means the equipment owned or sourced by the Supplier that is used, or to be used, by the Supplier in the course of providing the Services;

"Supplier Representatives" means the person or persons identified as such by Supplier;

"Services" means the maintenance services specified in Section 2 of the Statement of Work;

"Statement of Work" means a written statement of work agreed by or on behalf of each of the parties;

"Term" means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and

"Terms and Conditions" means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time.

2. Term

2.1  The Contract shall come into force upon customer submitting a request in writing, by phone, e-mail, or through our Customer Portal.

2.2  The Contract shall continue in force indefinitely, subject to termination in accordance with Clause 18.

2.3  Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

3. Services, Guarantees, and Warranty

3.1  The Supplier shall provide the Services to the Customer in accordance with these Terms and Conditions.

3.2  The Supplier shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service Supplier in the Supplier's industry.

3.3  If the Customer believes that any element of the Services does not meet the standard specified in Clause 3.2, then the Customer must promptly notify the Supplier within 3 business days and allow the Supplier to investigate the matter (including where applicable allowing the Supplier to inspect the results of those Services) and, if those Services do not meet that standard, re-perform those Services. These requests for “Call backs” should me made by phone or e-mail to the Supplier’s Scheduling team. Work completed by Supplier and signed-off by Customer via digital signature are considered final. Supplier at its own discretion will perform a no-charge Callback.

3.4  The Supplier shall devote such of its personnel's time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.

3.5  The Supplier shall provide the Services in compliance with all applicable laws.

3.6  The Supplier shall comply with all reasonable requests and directions of the Customer in relation to the Services.

3.7  The Supplier shall use reasonable skill and care in preparing any estimate that the Supplier communicates to the Customer of the time it will take to provide the Services or some part of the Services. Subject to this:

1 (a)  the Customer acknowledges that any such estimate may be inaccurate; and

2 (b)  the Supplier shall not be bound by or liable in respect of any such estimate.

3.8  Upon the completion of the Services the Supplier shall remove and properly dispose of any waste materials and debris arising out of the provision of the Services.

3.9  The Supplier warranties its Resurfacing service for a period of 12 months from the date of service provided the Customer or its tenants follow the care guidelines provided by the Supplier.

4. Services appointments

4.1  The Supplier shall provide the Services during appointments commencing on the date(s) and at the time(s) either specified in the Work Order or agreed from time to time between the parties.

4.2  The Customer acknowledges that work for other customers may from time to time lead to the Supplier's personnel arriving late for a Services appointment, and agrees that the Supplier will not be in breach of the Contract by virtue of the Supplier's personnel being not more than 4 hours late for a Services appointment.

4.3  If a party wishes to reschedule a Services appointment, then that party must give to the other party a written request for such rescheduling at least 1 Business Days before the Services appointment is due to commence. In these circumstances, each party will use all reasonable endeavors to agree an alternative Services appointment.

4.4  The Customer may cancel a Services appointment by giving to the Supplier at least 2 days' written notice of cancellation. If the Customer cancels a Services appointment in accordance with this Clause 4.4, then the Customer shall be released from any liability to pay Charges in respect of the relevant Services, and shall be entitled to a refund of any Charges previously paid in respect of those Services.

4.5  If the Customer cancels a Service appointment within 24 hours of the scheduled start time of the Service appointment, the Supplier reserves the right to charge a $45 cancellation fee.

4.6  If the Supplier is unable to attend a Services appointment by reason of personnel shortage or illness, then providing the Supplier has used reasonable endeavors to engage alternative personnel and does not cancel more than 2 consecutive Services appointments, the Supplier may by written notice to the Customer cancel the Services appointment, in which case:

(a)  the Supplier shall not be in breach of these Terms and Conditions or otherwise liable to the Customer in respect of a failure to supply the relevant Services; and

(b)  the Customer shall be released from any liability to pay Charges in respect of the relevant Services, and shall be entitled to a refund of any Charges previously paid in respect of those Services.

5. Supplier personnel

5.1 The Supplier shall ensure that all personnel involved in the provision of the Services:

  1. (a)  have been interviewed by the Supplier;

  2. (b)  have supplied proof of identity and satisfactory references to the Supplier;

  3. (c)  have been properly trained and are adequately experienced in the provision of the Services; and

  4. (d)  hold all necessary qualifications and certifications required for their work in relation to the Services.

6. Materials

6.1  The Supplier shall supply to the Customer those Materials:

  1. (a)  that are specified in the Statement of Work;

  2. (b)  that are the subject of a written quotation agreed by the parties; and/or

  3. (c)  the supply of which is reasonably necessary to enable the provision of the Services by the Supplier to the Customer.

6.2  Each written quotation for the supply of Materials given by the Supplier to the Customer shall be deemed to be an offer by the Supplier to the Customer to supply those Materials subject to these Terms and Conditions. If the Supplier issues a written quotation in accordance with this Clause 6.2, a contractual obligation for the Supplier to supply the Materials to the Customer will come into force when the Customer gives or sends to the Supplier its written acceptance of the quotation, providing that the acceptance is received by the Supplier within 10 Business Days following the date of issue of the quotation.

6.3  Unless the parties agree otherwise in writing, the Materials shall be delivered by the Supplier to the Customer Premises and, where applicable, installed by the Supplier through the Services.

6.4  The Supplier shall be responsible for arranging the loading, transportation and unloading of the Materials, and for paying all costs relating to the loading, transportation and unloading of the Materials.

6.5  Risk in the Materials shall pass from the Supplier to the Customer when they come into the physical possession of the Customer or of a person identified by the Customer to take possession of the Materials.

6.6  Legal and equitable title to the Materials will pass from the Supplier to the Customer upon the later of:

  1. (a)  the installation of the Materials; and

  2. (b)  receipt by the Supplier of all amounts due from the Customer in respect of the supply of the Materials and the Services.

7. Customer Premises

7.1  The Customer shall:

  1. (a)  promptly provide to the Supplier such access to the Customer Premises as is reasonably required by the Supplier for the provision of the Services;

  2. (b)  maintain the Customer Premises in good order for the supply of the Services and in accordance with all applicable laws;

  3. (c)  if the Customer is not a consumer, be responsible for ensuring the health and safety of the Supplier's personnel whilst they are at the Customer Premises;

  4. (d)  if the Customer is not a consumer, inform the Supplier of all health, safety and security rules, regulations and requirements that apply at the Customer Premises; and

  5. (e)  ensure that no third-party service Supplier will be working at the Customer Premises during the provision of the Services at the Customer Premises by the Supplier.

7.2  Unless agreed otherwise by the Supplier, the Customer must ensure that prior to the commencement of the provision of the Services at the Customer Premises, those areas of the Customer Premises where the Services will be provided will be clear of all furnishings, appliances, equipment, items, waste and debris that will or may prevent or inhibit the provision of the Services or be damaged by the carrying out of the Services.

7.3  The Supplier shall use all reasonable measures to secure any keys, and any other means of access, supplied by the Customer to the Supplier for the purpose of enabling the Supplier's personnel to enter and work at the Customer Premises.

8. Customer obligations

8.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Supplier, or procure for the Supplier, such:

(a) co-operation, support and advice; and

(b) information and documentation,
as are reasonably necessary to enable the Supplier to perform its obligations under the Contract.

9. Supplier Equipment

9.1  The Supplier may store the Supplier Equipment at the Customer Premises. This applies to standard equipment used during the course of work including but not limited to fans, blowers, dehumidifiers, ozone machines, and ladders.

9.2  The Customer must not use, move or otherwise interfere with Supplier Equipment stored at the Customer Premises, save with the express consent of the Supplier.

9.3  Save to the extent caused by the actions or omissions of the Supplier, its personnel and its representatives, the Customer shall be responsible for all damage to and loss of Supplier Equipment whilst it is at the Customer Premises.

9.4  Within 10 Business Days following the termination of the Contract, the Customer will make available for collection by the Supplier all Supplier Equipment in the possession or control of the Customer on the date of termination.

10. Representatives

10.1 The Customer shall ensure that all instructions given by the Customer in relation to the matters contemplated in the Contract will be given by a Customer Representative to a Supplier Representative, and the Supplier:

  1. (a)  may treat all such instructions as the fully authorized instructions of the Customer; and

  2. (b)  may decline to comply with any other instructions in relation to that subject matter.

11. Charges

11.1  The Customer shall pay the Charges to the Supplier in accordance with these Terms and Conditions and the agreed-upon Price List.

11.2  Items for services provided by the Supplier may be added or eliminated from time to time and Prices are subject to change at the Supplier’s discretion. Supplier will inform Customer of any such changes with a 30- day advance notice.

11.3  All quotes and prices are subject to any federal, state or local taxes where applicable. Quotes are good for 30 day assuming scope does not change.

12. Change Requests and Purchase Orders

12.1  The Supplier will contact the Customer to process a change request when scope requested by Customer does not match what is needed to complete the work in a professional manner.

12.2  The Customer should process these change requests on a timely basis (within 30 minutes) in order to not delay commencement of work and avoid re-scheduling Service appointments.

12.3  The Customer should delegate power to make such decisions to its staff as needed (for example to an assistant manager or maintenance manager).

12.4  Failure to approve, reject, or request changes to change requests within the time window defined, will result in an implicit approval to proceed with the recommended change request to avoid any delays in completing the work.

12.5  The Customer is responsible for submitting Purchase Orders (if required) via the Supplier’s Customer Community. The Supplier will make its best effort to obtain a Purchase Order from Customer before invoicing (when Customer requires it), but will process Invoices without a Purchase Order if the Purchase Order is not submitted within 3 days of the date of service.

12.6  The Customer is required to review invoices submitted by the Supplier within 5 business days for any disputes. After 5 business days all invoices are considered final and cannot be contested.

13. Payments

 

13.1  The Supplier shall issue invoices for the Charges to the Customer at any time after the relevant Services have been delivered to the Customer.

13.2  The Customer must pay the Charges to the Supplier within the period of 30 days following the issue of an invoice in accordance with this Clause 12.

13.3  The Customer must pay the Charges by bank transfer of check (using such payment details as are notified by the Supplier to the Customer from time to time).

13.4  If the Customer does not pay any amount properly due to the Supplier under these Terms and Conditions, the Supplier may:

  1. (a)  charge $25 late payment fee

  2. (b)  charge the Customer interest on the overdue amount at the rate of 1.5% per month (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

  3. (c)  Submit unpaid invoices for Collections

  4. (d)  Process a Mechanic’s Lien

13.5  Billing errors, disputed invoice, or other credits should be brought up to the Supplier’s attention within 3 business days of date of service.

13.6  a $25.00 Returned Check Fee will be charged on all Returned Checks.

14. Supplier's confidentiality obligations

14.1  The Supplier must:

  1. (a)  keep the Customer Confidential Information strictly confidential;

  2. (b)  not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;

  3. (c)  use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Supplier uses to protect the Supplier's own confidential information of a similar nature, being at least a reasonable degree of care; and

  4. (d)  act in good faith at all times in relation to the Customer Confidential Information.

14.2  Notwithstanding Clause 13.1, the Supplier may disclose the Customer Confidential Information to the Supplier's officers, employees, professional advisers, insurers, agents and subcontractors who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

14.3  This Clause 13 imposes no obligations upon the Supplier with respect to Customer Confidential Information that:

  1. (a)  is known to the Supplier before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

  2. (b)  is or becomes publicly known through no act or default of the Supplier; or

  3. (c)  is obtained by the Supplier from a third party in circumstances where the Supplier has no reason to believe that there has been a breach of an obligation of confidentiality.

14.4  The restrictions in this Clause 13 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Supplier on any recognized stock exchange.

14.5  The provisions of this Clause 13 shall continue in force indefinitely following the termination of the Contract.

15. Warranties

15.1  The Supplier warrants to the Customer that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

15.2  The Customer warrants to the Supplier that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

15.3  All of the parties' warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.

16. Customer indemnity

16.1 The Customer shall indemnify and shall keep indemnified the Supplier against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Supplier and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions.

17. Limitations and exclusions of liability

17.1  Nothing in these Terms and Conditions will:

and, if a party is a consumer, that party's statutory rights will not be excluded or limited by these Terms and Conditions, except to the extent permitted by law.

  1. (a)  limit or exclude any liability for death or personal injury resulting from negligence;

  2. (b)  limit or exclude any liability for fraud or fraudulent misrepresentation;

  3. (c)  limit any liabilities in any way that is not permitted under applicable law; or

  4. (d)  exclude any liabilities that may not be excluded under applicable law,

17.2  The limitations and exclusions of liability set out in this Clause 16 and elsewhere in these Terms and Conditions:

  1. (a)  are subject to Clause 16.1; and

  2. (b)  govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

17.3  The Supplier will not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

17.4  The Supplier will not be liable to the Customer in respect of any loss of profits or anticipated savings.

17.5  The Supplier will not be liable to the Customer in respect of any loss of revenue or income.

17.6  The Supplier will not be liable to the Customer in respect of any loss of business, contracts or opportunities.

17.7  The Supplier will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

17.8  The liability of the Supplier to the Customer under the Contract in respect of any event or series of related events shall not exceed the greater of:

  1. (a)  $1,000; and

  2. (b)  the total amount paid and payable by the Customer to the Supplier under the Contract in the 12-month period preceding the commencement of the event or events.

17.9  The aggregate liability of the Supplier to the Customer under the Contract shall not exceed the greater of:

  1. (a)  $5,000; and

  2. (b)  the total amount paid and payable by the Customer to the Supplier under the Contract.

18. Force Majeure Event

18.1  If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

18.2  A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:

  1. (a)  promptly notify the other; and

  2. (b)  inform the other of the period for which it is estimated that such failure or delay will continue.

18.3  A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

19. Termination

19.1  The Supplier may terminate the Contract by giving to the Customer 5 days written notice of termination. The Customer may terminate the Contract by giving to the Supplier 5 days written notice of termination.

19.2  Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

  1. (a) the other party commits any material breach of the Contract, and the breach is not remediable;

  2. (b)  the other party commits a material breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

  3. (c)  the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).

 

19.3  Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

  1. (a)  the other party:

  2. (i)  is dissolved;

  3. (ii)  ceases to conduct all (or substantially all) of its business;

  4. (iii)  is or becomes unable to pay its debts as they fall due;

  5. (iv)  is or becomes insolvent or is declared insolvent; or

  6. (v)  convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

    1. (b)  an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

    2. (c)  an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under the Contract); or

    3. (d)  if that other party is an individual:

      1. (i)  that other party dies;

      2. (ii)  as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

      3. (iii)  that other party is the subject of a bankruptcy petition or order.

19.4  The Supplier may terminate the Contract immediately by giving written notice to the Customer if:

  1. (a)  any amount due to be paid by the Customer to the Supplier under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

  2. (b)  the Supplier has given to the Customer at least 30 days' written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 18.4.

20. Effects of termination

20.1  Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6.6, 9.4, 12.2, 12.4, 13, 15, 16, 19, 20.2, 22 and 23.

 

20.2  Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.

21. Status of Supplier

21.1  The Supplier is not an employee of the Customer, but an independent contractor.

 

21.2  The termination of the Contract will not constitute unfair dismissal; nor will the Supplier be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Contract.

22. Notices

22.1  Any notice given under these Terms and Conditions must be in writing, whether or not described as "written notice" in these Terms and Conditions.

22.2  Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

  1. (a)  delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

  2. (b)  sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,

  3. 22.3  The addressee and contact details may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 21.

23. General

23.1  No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.

23.2  If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

23.3  The Contract may not be varied except by a written document signed by or on behalf of each of the parties.

23.4  The Customer hereby agrees that the Supplier may assign the Supplier's contractual rights and obligations under the Contract to any successor to all or a substantial part of the business of the Supplier from time to time, providing that, if the Customer is a consumer, such action does not serve to reduce the guarantees benefiting the Customer under the Contract. The Customer must not without the prior written consent of the Supplier assign, transfer or otherwise deal with any of the Customer's contractual rights or obligations under the Contract.

23.5  The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.

23.6  The main body of these Terms and Conditions and the Statement of Work shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

23.7  The Contract shall be governed by and construed in accordance with the laws of the state of Texas.

23.8  The courts of Texas shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

24. Interpretation

24.1  In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

  1. (a)  that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

  2. (b)  any subordinate legislation made under that statute or statutory provision.

24.2  The Clause headings do not affect the interpretation of these Terms and Conditions.

24.3  References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

24.4  In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Non- Solicitation Agreement

  1. Customer will not, for a period of 36 months after termination of this contract approach any employee or contractor of Supplier for purposes of seeking employment or business arrangements in competition of Supplier’s line of business.

  2. Customer will not for a period of 36 months following termination of this agreement approach, entice, solicit, or contact any individual working or providing services to Supplier.

  3. Customer acknowledges that any breach of this contract will be subject to courtrulings in Texas for direct and indirect damages.

  4. If any of all terms of this Non-solicitation agreement are found to be invalid or unenforceable in a court of law, then this agreement and all remaining terms will remain in full force and effect as if such invalid or unenforceable term had never been included with unenforceable term being replaced by a similar enforceable term as agreed by both parties.