By signing or confirming a Purchase Order for services to be supplied by Vast Construction Projects | Tier1 Civils, our clients acknowledge that they have read and understood Vast Construction Projects' | Tier1 Civils General Contracting Terms and Conditions and accept that the terms and conditions therein apply to the Purchase Order or Deposit even in the absence of a separate written agreement.
Customized terms are available through a negotiated frame agreement with an optional Client Service Level Agreement (CSLA) and Non-Disclosure Agreement (NDA).
The purpose of this Agreement is to provide a framework for the delivery of services that meets/exceeds the expectations of the Client and to provide the conditions that shall govern both Contractor and Client relations and the delivery of Services.
1.2 Effective Date
This Agreement has an effective date of (“Effective Date”). This Agreement commences on the Effective Date for an initial period as agreed in the quotation submitted.
2. Statement of Work
2.1. Statement of Work Definition
The Client will provide a Statement of Work including their purchase order number or proof of deposit. The Contractor will perform Services as described in the Statement of Work (“SOW”) or written quotation. Modifications to either must always be in writing.
2.2. Order Acceptance
The Contractor will send an Order Confirmation to the Client, upon acceptance of the quotation provided. The Contractor shall not send an Order Confirmation to the Client without its prior approval.
If the Contractor discovers discrepancies between the quotation and materials received in connection with the assignment, it will be obliged to inform the Client of this immediately. This may, for example, concern the size and scope of the assignment as well as the source quality and other conditions which may affect the Contractor’s ability to carry out the assignment to a level satisfactory to the Client. Should this situation arise, we will communicate this immediately with the Client.
2.3. Change of Scope
Client may, at any time, modify or add to the scope of the Services agreed to between the parties upon written notice to the Contractor specifying the desired modifications or additions to the same degree of specificity as in the original specifications. The Contractor must confirm receipt of this information. If the Contractor should consider that the requested modifications or additions are not substantial, they will be carried out by the Contractor at no additional cost. If the requested modifications are substantial, the Contractor will submit to Client an estimate of the time and cost to effect such modifications or additions (“Quote”) within 24 hours of notification by Client. The parties must agree to the Quote in writing, prior to either party being bound to its terms. The performance of any modified or augmented Services by the Contractor shall be governed by the terms and conditions of this Agreement.
2.4. Project Cancellation
If the Client wishes to cancel a project, the Client must promptly notify the Contractor. The Contractor may invoice the Client solely for the amount of work that has been approved and completed at the time the written cancellation was received. A written cancellation notifying the Contractor should be sent via email and confirmed by phone and email whenever possible.
3.1 Delivery Expectations
Delivery shall take place in the way indicated in the Statement of Work (SOW) or quotation. Delivery is performed at or before the date and time indicated therein.
4. Use and Ownership of Project Related Materials
The Contractor shall not make use of any information disclosed to, produced or accessed by the Contractor in connection with this Agreement for any purpose other than to supply Services. There will be on occasion, times where we have ordered more materials than required for the project, this does not mean that any of the left over material belongs to the client. If all work is completed the balance of materials is the sole ownership of Vast Construction Projects.
4.1. Work Product Materials
The Client will be the exclusive owner of the Developments and of all intellectual property rights, should the Developments be detailed in the standing SOW. If the Contractor must absorb the cost of developing terminology, file filters, or processes not included in the SOW in order to satisfy the service requirements, any such developments would remain the property of the Contractor. For the work detailed in the standing Statement of Work, the Contractor hereby assigns to the Client all right, title, and interest throughout the world, including without limitation, all copyright, trade‑marks, trade secrets, patent rights, and any other intellectual property right in and to each Development, effective at the time each is created, whether such time is before or after the date of this Agreement.
5. Fees and Expenses
5.1. Standard Fees
The standard fees to be applied for individual Statement of Work, as well as a description of what these fees cover, are specified in the Statement of Works or Quotation. The cost of the work as specified in either shall not be amended without prior written agreement of both parties. If the fee indicated in the Statement of Work differs from the one indicated in the quotation, the former takes precedence.
5.2. Invoicing Terms
Upon delivery of services, the Contractor will submit an invoice to the Client including the detail of the services provided, the total fees payable, and the breakdown of how these fees have been calculated. If at any point the client does not agree with payment requests, the contractor will halt all work on site until an agreement has been made, any delays incurred will be required to be added to the expected completion date. Vast Construction Projects holds the client responsible for any payment delays, we will not be held responsible for time lost on site due to this non payment delay and all timeframes will be added to expected project completion date.
5.3. Payment Terms
The Client will make full and complete payment within thirty calendar days after receipt of the final invoice.
If without prior arrangement, the Client is late in making an undisputed payment under a specific Purchase Order, the Contractor reserves the right to withhold any warrantee, guarantee, certificates until this final payment has been made.
6. Warranties and Remedies
6.1. Quality of Service
The Contractor represents and warrants that the Services and any deliverables will meet the quality criteria as described in the individual Statement of Work, which meet or exceed the requirements as detailed in standards ISO17100
6.2. Ability to Perform Services
The Contractor and its sub-contractors and all those involved in the delivery of services have the necessary knowledge, experience and skills to perform the services.
6.3. Third-Party Claims
The Contractor represents that it has no agreement with or obligations to others which would prevent it from performing the Services hereunder or that would require it to obtain the prior consent of any third party in order to perform the Services.
6.4. Services Warranty Period
The client is entitled to submit a complaint within a period of 30 days from receipt of the materials. Should the volume of the materials require more than 30 days to assess, a longer warranty period would be negotiated before the acceptance of the work.
The client should itemize the errors or deficiencies and types of errors as specifically as possible when submitting a complaint. If it is shown that the client is justified in making a complaint, the Contractor will bear financial responsibility for the defect. The Contractor agrees to repair such defect as soon as possible by assigning the same amount of resources as for the initial review.
6.5. Force Majeure
Except in respect of payment liabilities, unforeseeable fire, water damage, strike, lockout, acts of war, earthquake, flood, riot, embargo, sabotage, or governmental acts and other similar force majeure events exempt the Contractor from the obligations set out in these conditions to the extent and for the period of the duration of the obstructing event. Neither Party shall be considered to be in default pursuant to this Agreement if the fulfillment of all or part of its obligations is delayed or prevented due to “force majeure”, provided the affected party gives the other party prompt notice of the reasons for such cause.
7.1. Site Access
The Contractor will assume that the client has provided sufficient security measures to secure all tools, materials and staff during the entre duration of the project. If it is agreed, we will provide a separate quotation for security to be on site 24 hours a day until the project is completed or other security measures made that will be regarded as suitable control of access to the site. Security measures in either regard will be at the clients expense.
10.1. Termination for Convenience
This Agreement may be terminated at any time by either party, upon receipt of a written notice by the terminating party, will be in affect as soon as all materials; tools and staff are removed from site.
10.2. Termination for Cause
If either party fails to perform its obligations under this Agreement, and does not, within 30 days of receiving written notice describing such failure, cure such failure, then this Agreement may be terminated forthwith.
10.3. Payment on Termination
Upon termination of a SOW or this Agreement by the Client, the Contractor shall be paid for any authorized work performed through the date of termination provided that, in no case, the amount paid shall exceed the total amount payable under the particular SOW.
11. General Provisions
11.1. Entire Agreement
This Agreement constitutes the entire agreement between the Parties hereto and supersedes and cancels any prior agreements or communications, whether oral or written, between the Parties hereto relating to the subject matter hereof.
11.2. Changes to the Agreement
Any change made in the provisions of this Agreement and applicable to a specific undertaking, must be in writing and be approved by both parties before the work concerned is begun in order to be effective. SOWs entered into hereunder shall be deemed to incorporate therein the terms of this Agreement. In the event of any conflict between the terms of an SOW and this Agreement, the SOW will control.
The Contractor will maintain, throughout the term and at its own expense, Contractors General Liability insurance.
11.4. Independent Contractor
The Contractor is an independent contractor and shall not be deemed for any purpose to be an employee of the Client. The Contractor shall not be entitled to participate in any Client employee benefits programs. Client shall not be responsible to the Contractor for any payroll-related taxes related to the performance of the Services.