Professional Services Agreement
Last Modified: September 28, 2022

Terms & Conditions

Parties. The parties to this legal Agreement are your Company (“Company”), and SAFECO, INC. DBA SAFETY PLUS (“SAFETY PLUS INC.”). If you are not acting on behalf of yourself as an individual, then “you”, “your”, and “yourself” and “the Buyer” means your company or organization or the person you are representing. All references to “we”, “us”, “our”, “the Provider”, or “the Seller” shall be construed to mean Safety Plus Inc.

Services. The company hereby employs Safety Plus to perform the services stipulated in an Order Form in accordance with the terms and conditions set forth in this agreement. Safety Plus may consult with the officers and employees of the company concerning matters relating to matters outlined by the Order Form. Safety Plus will provide, to the best of its ability, the indicated services in accordance with the Order Form.

Compensation. Payment for services outlined in an Order Form will be due upon receipt of a valid invoice or credit card charge. Additional fees may be included when mutually agreed upon for other services. The company will pay Safety Plus for its direct cost of mailing, packaging, shipping, emergency or excessive travel, and other costs incurred by Safety Plus on behalf of the company in accordance with this agreement and an applicable Order Form.

Cancellation and Damage Policy. The Company may provide written notice to Safety Plus informing Safety Plus of its intent to cancel scheduled services without incurring a cancellation fee if the written notice is received by Safety Plus at least one week in advance of the scheduled service. However, the Company will still be responsible for the direct costs of travel incurred by the Service Provider that were pre-booked. If the Company cancels the scheduled service within one week, the full agreed upon rate will be charged. If the Company damages any equipment, it will be responsible for covering replacement costs.

Independent Contractor. Both the company and Safety Plus agree that Safety Plus will act as an independent contractor in the performance of its duties under this contract. Accordingly, Safety Plus shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the “service provider’s” activities in accordance with this contract.

Confidential Information. Safety Plus agrees that any information it receives during the period of this agreement, which concerns the personal, financial or any other affairs of the company will be treated by Safety Plus in full confidence and will not be revealed to any other persons, firms or organizations without a court order. This includes but is not limited to the name of the company, its officers, representative or directors.

Risk Allotment. Due to the various industries and businesses that Safety Plus serves, the numerous laws, regulations, standards, restrictions, and mandates that may differ with each, and the fact that the company maintains complete operational control over its worksites, Safety Plus will not be responsible for any fines, penalties, or other judgments against the company resulting from lack of compliance or completeness of the services. The company agrees to hold-harmless, indemnify, and defend Safety Plus and its directors, officers and shareholders from and against all claims, demands, liabilities, damages, losses, costs, and expenses, including attorneys’ fees and costs of investigation asserted against, incurred by or imposed upon Safety Plus associated with the services to the company. Nothing in this agreement will be construed or will imply that Safety Plus will provide engineering, equipment placement advice, suitability studies, or any other form of equipment appropriateness advise, and Safety Plus expressly does not warrant against defect any such opinion no matter how interpreted.

Disclaimer of Warranties. The Client expressly acknowledges and agrees that the Client’s use of the Services and Solutions is at the Client’s sole risk, and that the Service Provider does not warrant against defects, inaccuracy, interruptions in, incompleteness of, usefulness, accuracy or completeness of any inspection, audit, review, recommendations, compliance ideas, material reviews, or other information used or reviewed in conjunction with this Agreement the Services or the Solutions. ALL SERVICES AND SOLUTIONS ARE PROVIDED “AS IS.” THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PURPOSE. THE SERVICE PROVIDER FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES ARISING FROM USAGE OF TRADE AND COURSE OF DEALING. THE CLIENT IS RESPONSIBLE FOR MAINTAINING BACK-UPS OF DATA AND THE SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY OF THE CLIENT’S INFORMATION, DATA AND/OR SOFTWARE THAT MAY BE LOST, DAMAGED, OR CORRUPTED DUE TO CLIENT’S FAILURE TO DO SO.

Limitation of Liability. In no event shall the Service Provider be responsible for AND THE SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL LIABILITY FOR any direct, indirect, incidental, special, or consequential damages (including, but not limited to: procurement or substitute goods for services; loss of use, data, or profits; or business interruption) however caused and under any theory of liability whatsoever, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of any services, Solutions, training materials, trainers, inspection results and any other information provided to the Client, even if the service provider has been advised of the possibility of such damage.

This disclaimer of liability, and non-warranty against defects applies to any damages or injury, including but not limited to those caused to employees, THIRD persons, or others by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of materials, whether for breach of contract, tortious behavior, negligence, or under any other cause of action.

The Client expressly understands that these disclaimers of warranties against defect, accuracy, and use of materials, reports, and information provided by the Service Provider in any form whatever, are at the Client’s sole discretion, and may be required to be investigated, validated or supplemented at any time by the Client’s independent resources.

Choice of Law. The validity, interpretation and performance of this agreement shall be controlled by and construed under the laws of the State of Alabama to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or proceeding may be instituted.

Arbitration. In the event of dispute or conflict arising out of this agreement, both parties agree to legal and binding arbitration in accordance with the laws of the State of Alabama.

Notices. All notices pertaining to this agreement shall be in writing and transmitted either by personal hand delivery or through the United States Post Office. The addresses set forth above shall be where notices are sent, unless written notice of change of address is given.

Severability. If any part or parts of this Contract shall for any reason be deemed invalid or unenforceable, all remaining parts shall remain binding and in full force and effect. If any part or parts of this Agreement conflict with more specific Terms specified in an Order Form, those more specific Terms will supersede this Agreement.