A Few Words From Timothy:

“I contacted Your company name and a few other companies during an emergency. Your company name were the first to return my call, and I will be forever grateful. Their service is impeccable, and they helped me in so many ways with planning and risk management. Not to mention, I still haven't heard back from some of the other companies I've contacted that day. There is nothing better than coming to work to a cleaned-up area, so I recommend them to everyone!" 

Timothy Smith, IT solutions

“We will NEVER work with anyone else! Your company name was quick and efficient in response to our call for help. They helped us when our hotel got buried in snow during a storm and made that experience super easy for us. We were overwhelmed with the service, attitude, and professionalism. Your company name, you are the best!"

- John | Hotel owner -

Introduction

These Terms and Conditions for Provision of Snow Services (“Terms”) are the only terms that govern the sale and provision of Services (as defined below) by Your company name. These Terms prevail over any of Customer’s general terms or conditions of purchase regardless of whether or when Customer submitted its order or alternate terms.  
THESE TERMS ARE SUBJECT TO CHANGE WITHOUT PRIOR WRITTEN NOTICE AT ANY TIME, IN ITS SOLE DISCRETION. CUSTOMER SHOULD REVIEW THESE TERMS before PURCHASING ANY PRODUCT OR SERVICES THAT ARE AVAILABLE, AND CUSTOMER’S PURCHASE OF ANY PRODUCT OR SERVICES AFTER THE “LAST UPDATED DATE” WILL CONSTITUTE CUSTOMER’S ACCEPTANCE OF AND AGREEMENT TO SUCH CHANGES.

1. Services

(a) Services: During the Term (as defined below), Your company name shall perform the services described in the Order, which generally consist of snow plowing, snow removal, de-icing, and ice control services (collectively, the “Services”) for Customer, at the location(s) identified in the Order (the “Service Location(s)”).  Customer may request changes to the Services at any time upon written request, provided that the Parties shall enter into a written amendment to the Order documenting any adjustments to the Services and resulting changes to the Fees, Service Location(s), and/or other terms before the implementation of any such change(s). The customer shall be responsible for paying an administrative fee of up to $250 per change transaction.  Unless otherwise specified in an Order, Your company name shall perform the Services as follows:

(i) Snow Plow Specifications: Services will commence upon one (1) inch of accumulation during a snow/ice storm event and will continue to occur on a reasonable basis throughout each snow/ice storm event.  Plowing during snow/ice events will include main lanes in such parking lots, entrances, and loading docks designated in the Order. Snow will be pushed to designated areas at the Service Location as agreed upon by Your company name and Customer in the Order.  Final clean-up plowing will be completed at the end of each snow/ice event. De-icing materials will be applied in a manner consistent with the Customer's service level classification and identified on the Order.

(ii)Snow Shoveling Specifications: Services will take place on a reasonable basis throughout each snow event of such portions of the Service Location as are designated in the Order and continue until the snow event is complete.  De-icing materials will be applied in a manner consistent with the Customer's service level classification and identified on the Order.

(b) Equipment and Materials: Your company name shall provide all necessary and adequate personnel, materials (including, without limitation, all salt and de-icing materials), tools, equipment, and vehicles (including, without limitation, snowplows, skid loaders, trucks, and shovels) necessary to perform the Services at the Service Location(s).  Customer acknowledges that product and material shortages or other circumstances beyond our reasonable control may require Your company name to make material/substance substitutions and/or modifications, including without limitation the addition or separate use of grit and sand during icing conditions.  Unless otherwise specified in an Order, the Services do not include clean-up of sand or de-icing material (which may be contracted for separately). Your company name reserves the right to add or pass-through any surcharges that it incurs on de-icing materials due to shortage or shipment from other markets.  Site limitations or use, topography, and/or lack of natural surface at Service Location(s) may require us to recommend loader services on a storm-by-storm basis, which services would be performed at an extra charge.

(c) Determination of Accumulation: Customer understands that snow/ice accumulations may vary throughout a region and that drifting snow may necessitate Services for a particular Service Location, regardless of the total snowfall totals. Your company name will monitor weather conditions and the need to perform Services at any Service Location(s) based upon site inspections and independent weather-service measurements (i.e., Trueweather or similar service).  The report and on-site inspection will be compared, and the deepest depth will be used to determine total accumulation.  

(d) Extreme Weather Conditions: The customer acknowledges that Services may be delayed or unavailable in the event of extreme weather conditions (such as blizzard type conditions or temperatures or wind chill factors below -20ºF). Your company name reserves the right to delay or stop work during such extreme conditions to create unsafe working conditions for its employees and contractors.  

2.  Fees and Payment

Subject to the terms and conditions of this Section 2, and as the sole consideration for the Services' performance under this Agreement, Customer shall pay all properly invoiced fees per and as outlined in the Order and/or this Agreement (the “Fees”).  The Fees shall be based on hours of service (rounded up to the nearest hour) and on snow depth, as measured by the official reading of the National Weather Service and/or on-site measurement by Your company name or its representatives, and the cost of loading and hauling snow shall be filled on a time and materials basis.  Your company name may, in its sole discretion, increase Fees by up to five percent (5%) at the beginning of each contract year upon written notice to Customer (which notice may be contained in the first invoice of the season).

3. Term and Termination 

a) Term: The Services under this Agreement shall commence upon the later of (a) the Effective Date outlined in the Order, (b) the date that Customer signs and delivers the fully executed Order to Your company name or (c) the date that is thirty (30) days after Customer completes Services On-Boarding Meeting with our personnel, and shall continue for the period of time outlined in the Order (the “Term”).
(b) Termination: If Customer defaults in any payment when due, fails to perform any of its other obligations under this Agreement, becomes the subject of any bankruptcy or insolvency proceeding, or whenever, in Your company name’s discretion, there is doubt as to Customer’s financial stability, we may, in its sole discretion and without prejudice as to its other lawful remedies, cancel or defer performance and/or demand immediate payment of all of Customer’s outstanding invoices or account balances (plus any additional costs, expenses, losses or damages, including without limitation, lost profits, incurred by it as a result of such cancellation, delay, default or bankruptcy), condition future performance against payment of cash in advance and/or terminate any Order or this Agreement.

(c) No Early Termination: Customer may not cancel or defer its rights or obligations under this Agreement or any Order unless expressly agreed in advance in writing by Your company name. The customer will be responsible for a $500 early termination fee for each Order terminated before the Term's expiration.  If Customer fails to pay any amounts as and when due, we may, upon seven (7) days written notice and without prejudice as to its other legal rights or remedies, stop performing Services under any Order until all amounts due are paid in full.  If Services are stopped due to Customer non-payment for a period of more than thirty (30) days, this Agreement and all Orders will automatically terminate (and Customer shall be liable for the resulting early termination fee(s)).

4. Warranties 

Your company name represents and warrants that it shall perform the Services: (i) per the terms and conditions of this Agreement, (ii) using personnel of required skill, experience, and qualifications, (iii) in a timely, professional and professional manner, (iv) per the highest professional and generally acceptable industry standards in the snow-removal industry, and to the reasonable satisfaction of Customer.

5. Limitation of Liability

(a) Nothing in this Agreement shall constitute an agreement, commitment, or guaranty by Your company name to obtain and/or maintain at any time a 100% snow-free or ice-free environment at the Service Location(s).  Based on temperatures and type of precipitation, it will take varying amounts of time for de-icing and snowmelt materials to affect and mitigate conditions. The use of salt or other de-icing material is meant to expedite melting ice and snow in target areas.  Its application may not provide instant or complete attainment of these goals and will be affected by such variables as air/ground temperature and moisture content of precipitation (among others). Customer acknowledges that snow plowing, snow removal, and de-icing may not clear a particular area to “bare pavement” and that slippery or dangerous conditions may continue even after the Services' performance hereunder. Slip, trip, and fall hazards or conditions may be present or remain before, during, and after Your company name has performed the Services required under this Agreement.  Your company name assumes no liability concerning naturally occurring hazardous conditions, including without limitation, those that result from melting and refreezing conditions.  The Customer’s responsibility is to immediately contact Your company name if it has concerns regarding the performance of the Services or the current conditions at any Service Location.

(b) Unless directly caused by the sole negligence or willful misconduct of Your company name, its agents, subcontractors or representatives, Your company name shall in no event be liable or responsible to Customer for: (i) any damage to plant material or turf/grass caused by de-icing products; (ii) any damage to turf/grass caused by our mechanical equipment (including without limitation snowplows and shovels), except that Your company name shall repair such damage with topsoil and seed only; (iii) any spalling or flaking of concrete surfaces or any scratches, scrapes, nicks or gouges (or other similar types of damage) to curbs, drive lanes, gutters, concrete protrusions or speed bumps or other unknown or unmarked objects or items at the Service Location(s); (iv) Customer’s inadequate maintenance of, or the existence of unsafe or unsuitable conditions at, any Service Location (including without limitation, poor site drainage, disrepair of cement or asphalt, or unsafe conditions resulting from melting or falling snow or ice from building overhangs, roof drains or awnings); (v) lack of storage space for snow, loss of parking spaces and/or reduced driving areas at the Service Location; 

(c) Customer shall indemnify and hold Your company name harmless from any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest penalties, fines, fees, costs, or expenses of any whatever kind (including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers) incurred by Your company name relating to, arising out of or resulting from (i) any limitations or restrictions Customer has imposed upon the performance of the Services or Customer’s refusal or rejection of Services offered by Your company name to Customer (whether in the Order or other written communication); or (ii) the site conditions at the Service Location(s).

(d) IN NO EVENT SHALL Your company name BE LIABLE TO CUSTOMER OR ANYONE CLAIMING BY, THROUGH OR UNDER CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, INCLUDING, WITHOUT LIMITATION, DELAY, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL, EVEN IF Your company name HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  Customer must notify us (i) within 24 hours of Customer becoming aware of any alleged slip and fall or other personal injuries that occur in, on, or about the Service Location (and provide reasonably detailed supporting documentation), (ii) within 72 hours of any obvious or visible alleged damage resulting from the Services, and (ii) no later than May 1st of each calendar of any alleged damage that resulted from the Services but was not reasonably apparent until after all snow and ice were melted from the Service Location.  Failure to report such alleged injuries or damages promptly shall constitute a waiver and release of claims relating thereto.  Customer’s aggregate recovery from Your company name for any claim other than those excluded herein shall not exceed the Fees paid by Customer for the Services giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty, or otherwise.  If for any reason, the foregoing limitations are found by a court to be invalid or inapplicable under any applicable state or federal law, Customer agrees that Your company name’s total liability for all losses of any kind or nature shall be limited to actual damages without regard to any punitive or exemplary damages provided by any applicable law.

6. Insurance  

During the Term, Your company name shall, at its own expense, maintain and carry insurance in full force and effect, which includes, without limitation, commercial general liability, umbrella, and workers’ compensation with financially sound and reputable insurers.  Upon Customer’s request, Your company name shall provide Customer with a certificate of insurance from Your company name’s insurer evidence such insurance coverage.

7. Relationship of Parties

Your company name is, and shall act in all respects as, an independent contractor and shall have exclusive control over the manner and method of performing the Services, including how its subcontractors perform the Services.  Nothing herein shall authorize or empower either party to assume or create any obligation or responsibility whatsoever, express or implied, on behalf or in the name of the other party, or to bind the other party in any manner, or make any representation, warranty, or commitment on behalf of the other party.

8. Force Majeure 

Your company name shall not be liable to Customer or third parties for any delay in, or failure of, performance caused by acts or circumstances beyond its direct control, including but not limited to acts of God, fire, flood, explosion, war, governmental action, terrorist threats or acts, civil unrest, major equipment failure, accident, labor disputes, strikes, non-performance by a third party, shortage or inability to obtain materials (including without limitation de-icing products and related materials), equipment, power or transportation. If the delay is caused by any such circumstances, Your company name shall have the option to cancel all or any portion of this Agreement and/or extend any date upon which performance hereunder is due, without liability to either party.

9. Assignment

Customer may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Your company name.

10. Entire Agreement

These Terms and the Order constitute the entire agreement between the Parties concerning the subject matter contained herein and supersede any previous agreements between the Parties, whether written or oral, concerning such subject matter. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly outlined in writing and signed by the Party so waiving.  If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

11. Execution  

This Agreement may be executed in multiple parts counterparts, each of which is deemed an original, but all of which together are deemed to be the same agreement.  A signed copy of this Agreement delivered by facsimile, email of a portable document format (.pdf) copy, or other means of electronic transmission is deemed to have the same legal effect as delivering an original signed copy of this Agreement.  Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement, are intended to authenticate this writing and to have the same force and effect as manual signatures.