GENERAL TERMS AND CONDITIONS FOR SERVICES

These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by iFixOnWheelz LLC and any of its affiliates, employees, or third-party providing services on its behalf (together, “Service Provider”) to you (“Customer”). The online inquiry and accompanying order confirmation (together, the “Order Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, the Order Confirmation shall govern.  These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.

  1. Services: Service Provider shall provide the services to Customer as described in the Order Confirmation (the “Services”) in accordance with these Terms.

  2. Performance Dates: Service Provider shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only.

  3. Fees and Expenses; Payment Terms; Interest on Late Payments; Taxes.  

  4. In consideration of the provision of the Services by Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the estimated fees set forth in the Order Confirmation.

  5. Added costs may apply to orders where the Service required exceeds the scope of work for Services set forth in the Order Confirmation or Service is performed outside the standard service area as called out during the scheduling process. Customer agrees to pay up to the estimate amount. After evaluation, but before Service begins, Service Provider will obtain Customer’s approval for services that exceed the estimate set forth in the Order Confirmation. If Customer paid for the Services with a credit card, Service Provider will keep Customer’s secured card on file to be used for those added costs. In limited situations, added costs may be payable by use of an alternative credit card or check. Although Service Provider will not charge Customer for travel and out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services, Customer will be required to reimburse Service Provider for travel and out-of-pocket expenses (including charges for parking) if Customer is not present at the premises or does not admit Service Provider to the premises within fifteen minutes of Customer’s appointment time.

  6. Customer shall pay all invoiced amounts due to Service Provider’s invoice. Customer shall make all payments hereunder in US dollars by [credit card[OTHER PAYMENT METHOD]].

  7. In the event payments are not received by Service Provider [within [30] days] after becoming due, Service Provider may (i) charge interest on any such unpaid amounts at a rate of [1%] per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (ii) suspend performance for all Services until payment has been made in full.

  8. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder.

4. General Customer Obligations; Adult Consent. Customer shall (a) cooperate with Service Provider in all matters relating to the Services and provide such access to Customer’s premises, and such office accommodation and other facilities as may reasonably be requested by Service Provider, for the purposes of performing the Services; (b) ensure that an adult at least 18 years old is present to authorize and approve all work completed; (c) respond promptly to any Service Provider request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement; and (d) provide such customer materials or information as Service Provider may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects.

5. Safety.  Service Provider requires a safe working environment and reserve the right to refuse or reschedule service due to conditions Service Provider deems dangerous or unsafe, including but not limited to possible code violations, extreme temperatures, natural disasters, or other hazards - real or perceived. Some items to be hauled away may require additional equipment/personnel to safely remove, which may result in a delay or rescheduling of the haul-away.

6. Access / Workspace Conditions. Service Provider requires access to the premises and product related to service, Customer’s cooperation, and electrical power. Some Services may not be performed if minimum system requirements are not met, technical issues are encountered (such as wiring or overcoming physical/technical barriers), or requirements are unusual or extensive, as determined by Service Provider. Customer is responsible for moving/removing furniture or valuables from the work area prior to Service Provider’s arrival, as the work area must be clear of obstacles. Services may be denied and a cancellation fee charged if Service Provider arrives for an appointment and no adult is present or Service Provider determines that it do not have appropriate access or cooperation from those on-site. If Service Provider’s ability to render Service is impaired by Customer or circumstances beyond Service Provider’s control, Service Provider may elect to not provide Service. For any un-installation service, Service Provider is not responsible for repairing any changes made to the premises. Service Provider will not disassemble or break down product for haul-away service even if necessary for removal.

Repair Services. Service Provider may use new or rebuilt replacement parts or replacement products that perform to the factory operational specifications of your product. Products and parts that are replaced become Service Provider’s property, except where prohibited by law.

Permits. Service Provider will charge Customer at the time of installation the actual cost of any permit fee(s) required by local code or rule for the Services performed.

Plaster. Installations on plaster surfaces may result in cracking/chipping. Service Provider will use reasonable efforts to try to eliminate that possibility but is not responsible for chipping/cracking that may occur from the Services.

Outlets. Customer must have electrical work (e.g., add/more outlet) performed prior to Service unless that electrical work is described in Order Confirmation.

Changes/Cancellations. Customer must notify Service Provider of any change or cancellation at least [24] hours in advance of Customer’s scheduled appointment. Service Provider may cancel an order if, due to no fault of its own, Service has not been completed or rescheduled within [45] days of placement.

Customer’s Acts or Omissions. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or his, her or its agents, subcontractors, consultants or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

PC/Tablet Use. Some Services may require access to Customer’s personal computer, tablet, smartphone, telephone, or other personal electronic device. Service Provider may use tools it deems necessary for diagnostics/repair, including remote access. Service Provider may install software that allows Customer to obtain additional technology services (including in order to enable Service Provider to perform “data transfer” Services). For software installations, Service Provider may accept end user license agreements on Customer’s behalf.

Customer Data/Software. Customer is solely responsible for backing up any data/software on Customer’s product and removing any media (e.g., memory card) prior to Service. Service Provider will NOT back up any data/software unless Customer specifically requests Service Provider to do so before Service begins and pays an additional fee. Service Provider is not responsible for the loss/alteration/corruption of any data/software or any lost media. Service Provider may request Customer’s user name and user password for Customer’s product in order to perform the Services. Customer will change its password after the service is completed

Delays. Service Provider will try to complete Service as quickly as possible, but is are not responsible for delays caused by factors beyond Service Provider’s control.

Removal. If Service Provider removes Customer’s product for Service and damage or loss (other than minor cosmetic damage or loss) occurs while in Service Provider’s custody, Customer is entitled to repair, replacement, or refund of its fair market value, as determined by Service Provider at its sole discretion. Replacement may be made with a product of comparable quality and features.

Photos/Videos. In situations where it is necessary or warranted Service Provider may take, transmit, and/or use photos/video of Customer’s product(s) (including its contents, connected products, accessories and surroundings) for Service, claim, and/or quality assurance purposes.

Phone Calls & Texting. Service Provider may call or text Customer at the phone number Customer provided (including any mobile number) to inform Customer about order status, scheduling, Service requirements, and to follow up regarding Customer’s Service appointment. Calls may be live or pre-recorded and calls or texts may be made via automated dialing system. Voice and Data rates may apply.

Labor Warranty: [Service Provider provides a one-year workmanship warranty on applicable Services]. This warranty begins from the date of Service completion. Service Provider shall not be liable for any breach of such warranty unless Customer gives written notice of the defective Services, reasonably described, to Service Provider within [15] days of the time when Customer discovers or ought to have discovered that the Services were defective. Subject to the preceding sentence, Service provider shall, in its sole discretion, either (i) repair or re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate. Service warranty must be applied only if the replacement part is still intact with the device in its original form where the service provider is able to diagnose and conclude its defectiveness. THE REMEDIES SET FORTH IN THE PRECEDING SENTENCE SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION. Pysical or liquid damages to a replacement part void the warranty regardless of whether it accured by the customer's intention or accidentally.

Disclaimer of Warranties. EXCEPT FOR THE LABOR WARRANTY SET FORTH ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

Limitation of Liability.  

  1. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

  2. IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT.

Termination. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if Customer (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Force Majeure. Service Provider shall not be liable or responsible to Customer, nor be deemed to have defaulted 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 or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Massachusetts.

Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, 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.

Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.