This Service Agreement ("Agreement") is made between SLATE Design House, LLC, a North Carolina limited liability company, with offices at 3201 Edwards Mill Rd. Ste. 141, Raleigh, NC 27612 ("SLATE") and ("CUSTOMER"). SLATE and CUSTOMER agree as follows:
1. TERM: This Agreement shall be effective on the Effective Date and shall continue until the Services are completed. Either party may cancel this Agreement for any or no reason by providing the other party with fifteen (15) days advance written notice.
2. SERVICE(S): SLATE shall perform the services that are described and set forth in Addendum A ("Services"). CUSTOMER is responsible for obtaining all required governmental and third party permits, licenses or approvals for the performance of Services.
3. PAYMENT: SLATE shall submit invoices to CUSTOMER for Services performed for CUSTOMER. CUSTOMER shall pay SLATE the service fees set forth in Addendum A and the applicable invoice ("Service Fees"). Payment is due within (X) days from the date of the applicable invoice. Should CUSTOMER fail to pay on time, SLATE may suspend further Services hereunder. Past due amounts will be charged 1.5% per month finance charge(Annual Percentage Rate 18%) or such lesser rate as is the maximum permitted by law. CUSTOMER shall pay all costs of collection, including reasonable attorney’s fees and court costs incurred by SLATE in addition to the other amounts due.
4. EXPENSES: In addition to the Service Fees, CUSTOMER will reimburse SLATE for all its out-of-pocket expenses, including all travel expenses, mileage at standard mileage rates (currently $.535 per mile), parking and all other incidentals.
5. INDEPENDENT CONTRACTOR: SLATE is an independent contractor, with all its attendant rights and liabilities, and is not an agent of CUSTOMER.
6. LIMITED WARRANTY: SUBJECT TO THE LIMITATIONS CONTAINED IN THE "DISCLAIMER OF ALL OTHER WARRANTIES," "LIMITATION OF REMEDIES" AND "NOTICE OF CLAIMS" SECTIONS BELOW, SLATE warrants that Services performed directly by SLATE will be performed in a professional manner. SLATE makes no warranty with respect to any furnishings, parts or materials manufactured or supplied by others, but will, on request, to the extent permitted, pass on to CUSTOMER any applicable manufacturer’s warranty. Furthermore, SLATE makes no warranty with respect to any services performed by contractors, skilled tradesmen or freelance workers (i.e., handymen, painters, carpenters, etc), but will, on request, to the extent permitted, pass on to CUSTOMER any applicable warranty provided by such contractors, skilled tradesmen or freelance workers.
7. DISCLAIMER OF ALL OTHER WARRANTIES: THE LIMITED WARRANTY CONTAINED IN SECTION 6 (LIMITED WARRANTY) IS SLATE'S SOLE WARRANTY WITH RESPECT TO SLATE'S PERFORMANCE OF THIS AGREEMENT AND THE FURNISHINGS, PARTS OR MATERIALS RECOMMENDED OR PROVIDED PURSUANT TO THIS AGREEMENT AND ARE MADE EXPRESSLY IN LIEU OF AND EXCLUDE ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS, AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, OR IMPLIED.
8. LIMITATION OF REMEDIES: CUSTOMER'S EXCLUSIVE REMEDY AND SLATE'S TOTAL LIABILITY TO CUSTOMER FOR ALL "CLAIMS" [DEFINED TO INCLUDED ALL ASSERTIONS OF ANY CAUSES OF ACTION WHETHER BASED ON EXPRESS OR IMPLIED WARRANTY, CONTRACT, STRICT LIABILITY (OR OTHER TORT ACTION), NEGLIGENCE, CONTRIBUTION, SUBROGATION, INDEMNIFICATION, OR OTHERWISE RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT], IS LIMITED TO THE REFUND OF THE AMOUNTS PAID FOR THOSE SPECIFIC SERVICES WITH RESPECT TO WHICH DAMAGES ARE CLAIMED, EXCEPT; HOWEVER, SLATE’S TOTALLY LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED $500. CUSTOMER WAIVES ALL OTHER CLAIMS BY CUSTOMER AGAINST SLATE AND SLATE SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES.
9. NOTICE OF CLAIMS: ALL CLAIMS BY CUSTOMER SHALL BE DEEMED WAIVED UNLESS MADE BY CUSTOMER IN WRITING AND RECEIVED BY SLATE WITHIN 30 DAYS OF THE PERFORMANCE OF THE SERVICES.
10. SAFETY AND SECURITY: While on CUSTOMER'S premises, SLATE shall abide by all CUSTOMER rules and procedures made known to SLATE.
11. RESPONSIBILITY & INDEMNIFICATION: CUSTOMER consents to the organizing and de-junking process (which includes the disposal or sale of personal property) as determined and conducted in good faith by SLATE. SLATE shall not be responsible nor liable for any of the following (collectively, “Valued Property”): (1) broken, damaged or lost items or property, (2) items of a monitory or sentimental value or of a personal nature that are sold for the benefit of CUSTOMER regardless of whether done in error, ignorance, mistake or otherwise as part of the de-junking process or as otherwise part of the SERVICES, or (3) items of a monitory or sentimental value or of a personal nature that are discarded, junked, or disposed of regardless of whether done in error, ignorance, mistake or otherwise as part of the de-junking process or otherwise part of the SERVICES. CUSTOMER accepts sole and complete responsibility for Valued Property and is responsible for taking all necessary steps to protect, safeguard and preserve Valued Property. CUSTOMER shall indemnify, defend and hold SLATE harmless against all claims, loss, liability and expense (including, without limitation, reasonable attorneys' fees) on account of any damage to property or injury or death of persons arising out of each of the following: (1) the negligence of CUSTOMER or its employees, contractors, agents, residents, visitors or guests, (2) the Services (including, without limitation, the performance of Services hereunder), except any injury or damages caused solely by the willful misconduct of SLATE, (3) the furnishings, parts or materials manufactured or supplied by others to CUSTOMER irrespective of whether arranged for by SLATE or supplied directly to CUSTOMER or indirectly through SLATE, (4) services performed by contractors, skilled tradesmen or freelance workers (i.e., handymen, painters, carpenters, etc) irrespective of whether arranged by SLATE or supplied directly to CUSTOMER or indirectly through SLATE, and (5) the willful or negligent acts or omissions of such contractors, skilled tradesmen or freelance workers.
12. NOTICES: Any notice provided for in this Agreement shall be considered as having been given if delivered personally, or if mailed, by certified mail, postage prepaid to the addresses set forth above.
13. SURVIVAL: The rights and obligations of the parties pursuant to Sections 3, 4, 7, 8, 9, 11, 12, 13, 14 and 19 shall survive the termination or expiration of this Agreement.
14. GOVERNING LAW/DISPUTES: The parties intend that this Agreement shall be governed by the laws of State of North Carolina without giving effect to its choice of law principles. Venue and jurisdiction for any cause of action arising out of the performance or alleged breach of this Agreement shall solely reside in the courts of Wake County, North Carolina.
15. FORCE MAJEURE: Neither party shall be liable for defaults or delays in performance of any obligation under this Agreement where such failure or delay is caused by force majeure, being any event, occurrence or circumstance reasonably beyond the control of that party, including but not limited to the following: failure or delay caused by or resulting from acts of God, strikes, fires, floods, accidents, wars, riots, restrictions imposed by any governmental authority (including allocations, priorities, requisitions quotas and price controls).
16. ASSIGNMENT: Customer may not assign this Agreement without the prior written consent of SLATE.
17. NON-WAIVER: A party's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege hereunder shall not be deemed to waive any other right or privilege.
18. THIRD PARTY RIGHTS: This Agreement does not establish third-party beneficiary rights in any party.
19. SEVERABILITY: If any provision of this Agreement is held invalid, such invalidity shall not affect the other provisions of this Agreement.
20. ENTIRE AGREEMENT: This Agreement, with its Addendum A, embodies the complete, exclusive and final agreement between the parties with respect to Services and can be modified only by written amendment signed by both parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.
to the Service Agreement between SLATE and CUSTOMER
SERVICES AND SERVICE FEES
SLATE will provide the Following Services to CUSTOMER:
o Services are provided with respect to the following location: (“Location”)
o Services provided will be the following:
- Organizing, de-junking, designing, and (“other specified services”) the following rooms (“room”); and
- The services described in parts (“part”) of the Initial Consultation Report.
o Initial Consultation Fee is $275 (“Fee”). Upon payment of the Fee, the Fee will be applied as a credit towards any amounts owed SLATE for other Services provided under this Agreement.
o After the Initial Consultation, the following fees apply:
- $65 per hour per person from SLATE’s team. This hourly rate may change upon (“days”) days advance written notice.
- Hourly charges shall include time spent shopping for CUSTOMER (whether online or at a store location), including travel time.
- SLATE will not mark-up the price paid for third party supplied goods (e.g., furnishings, parts or materials) or for services performed by contractors, skilled tradesmen or freelance workers (i.e., handymen, painters, carpenters, etc). SLATE will provide you with a copy of the receipt or invoice supporting any third party purchases or services for which reimbursement is sought.
- SLATE estimates that the total Service Fees (including expenses and purchases of third party supplied goods and third party supplied services) will equal $(“X”). SLATE will not exceed $(“X”) in Service Fees (including expenses and purchases of third party supplied goods and third party performed services) without CUSTOMER’s written consent. SLATE’s Estimate is broken out as follows:
- (“X”) hours x $65.00 = $_(“X”)_
- $_(“X”)_ expenses
- $_(“X”)_ third party supplied goods (e.g., furnishings, parts or materials)
- $_(“X”)_ services performed by contractors, skilled tradesmen or freelance workers (i.e., handymen, painters, carpenters, etc).
- [$425 Travel Fee (if applicable).]
o Travel time from SLATE’s office will be billed to the CUSTOMER at the standard rate of $65.00 per hour when the Location is further than 25 miles. Travel time to the Location will not be billed if it is within 25 miles of SLATE’s office.
Travel Fee for Services performed at a Location greater than 25 miles from SLATES business office: $425. This is in addition to charges for travel time, mileage reimbursement and other travel related costs set forth in this Agreement.