TIDY TOUCH CLEANERS LLC

TERMS OF SERVICE

THIS TIDY TOUCH CLEANERS LLC SERVICE AGREEMENT (the “Agreement”) is effective as of September 12, 2024, by and between TIDY TOUCH CLEANERS LLC, a Colorado limited liability company (“Company”), and Customer.  Company and Customer agree as follows:

1. CONTRACTED SERVICES.  The Company agrees to provide cleaning services to the Customer’s home or business premises as detailed in the attached schedule or quote (the “Services”). The Services shall include but not be limited to basic cleaning, deep cleaning, and other agreed-upon tasks. The scope and cost of Services will be as outlined in any written estimate or invoice provided by the Company to the Customer.

2. FEES AND PAYMENT TERMS.  The Customer agrees to pay the Company based on the quote provided for the Services. Payment is due upon completion of the Services, unless otherwise specified in writing. If the Customer fails to pay within seven (7) days after receipt of the invoice, the Company reserves the right to charge interest on overdue amounts at a rate of 1.5% per month.   

3. ADDITIONAL FEES FOR UNEXPECTED CONDITIONS. The initial pricing for Services is based on the condition of the premises as disclosed by the Customer at the time of estimation. If the premises are found to be in significantly worse condition than disclosed, including but not limited to excessive wear and tear, unsanitary conditions, or any unforeseen damage, the Company reserves the right to assess additional fees to cover the extra labor, time, and resources required. The Company will notify the Customer of the condition and provide an updated estimate. The Customer must approve these additional charges in writing (including via email or text message) before work continues. Failure to approve within two (2) hours may result in suspension or termination of Services at the Company’s discretion.

4. SCHEDULING AND CANCELLATION POLICY.  The Customer agrees to schedule Services in advance. If the Customer needs to cancel or reschedule an appointment, the Customer must notify in writing the Company at least 24 hours in advance. Cancellations made with less than 24 hours’ notice may result in a cancellation fee of $250.

5. QUALITY OF SERVICES.  The Company agrees to perform all Services using reasonable skill, care, and diligence. If the Customer is dissatisfied with the quality of Services provided, the Customer must notify the Company within three (3) business days after completion of the Services, and the Company will make reasonable efforts to address the concerns.

6. USE OF INDEPENDENT CONTRACTORS AND COMPANY LIABILITY. The Company utilizes independent contractors to perform the services it offers to Customers. These contractors are not employees, agents, or representatives of the Company, and the Company does not assume any responsibility or liability for the actions, omissions, or conduct of independent contractors while performing services. Each independent contractor is solely responsible for their work, conduct, and adherence to applicable laws and regulations, including but not limited to labor, employment, safety, and insurance requirements. Customers acknowledge and agree that the Company is acting solely as a referral service, and any services performed are between the independent contractor and the Customer. The Company shall not be liable for any claims, damages, losses, or expenses arising out of or related to the work, conduct, or performance of independent contractors.

7. LIMITATION OF LIABILITY.  The Company shall not be liable for any damage or injury resulting from the Services, except for damages directly caused by the gross negligence or willful misconduct of the Company or its employees. The Customer is responsible for securing and protecting any valuables, fragile items, or personal property during the time Services are being performed.

8. COMPLIANCE WITH LAWS.  The Company will comply with all applicable federal, state, and local laws, regulations, and licensing requirements in performing the Services.

9. INDEMNIFICATION.  The Customer agrees to indemnify and hold harmless the Company, its employees, and agents from and against all claims, damages, losses, and expenses arising out of or resulting from the Customer's breach of this Agreement, or from any unsafe conditions in the Customer's premises.

10. TERMINATION.  Either party may terminate this Agreement upon ten (10) days written notice to the other party. In the event of termination, the Customer shall be responsible for payment for all Services rendered up to the termination date. The Company reserves the right to terminate this Agreement immediately if the Customer violates the terms or conditions of this Agreement, or for any reason related to unsafe or unsanitary conditions.

11. NOTICE.  Any notice required under this Agreement must be in writing and delivered by email, certified mail, or personal delivery. The notice will be effective upon receipt if delivered personally, by email, or by mail.

12. GENERAL.  

(a) Construction.  This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions; each and every provision of this Agreement shall be construed as though all of the parties participated equally in the drafting of the same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.

(b) Assignment; Successors. Customer shall not assign any of its rights or delegate any of its duties, obligations, or responsibilities under this Agreement without the advance written consent of the Company (which it may refuse in its sole discretion), and any purported assignment or delegation without the advance written consent of the Company will be invalid and ineffective against the Company.  The Company may assign its rights under this Agreement without Customer’s consent to any assignee or successor in interest of all or any part of its business, whether pursuant to a merger, reorganization, or sale, lease, or exchange of its assets or stock.  This Agreement is binding on, may be enforced by, and ensures to the benefit of, the Company's successors and assigns.  Upon assignment of the Company's rights under this Agreement, (a) every reference to "the Company" will include the assignee, and (b) if the assignee expressly assumes in writing or by operation of law all the liabilities of the assignor generally or under this Agreement specifically, the assignor will be released from all its obligations to Customer under this Agreement.  

(c) Entire Agreement; Amendment.  This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes any prior written or oral understandings, as well as agreements between them respecting the within subject matter.  Furthermore, this Agreement shall not be modified in the future except in writing signed by the parties hereto.

(d) Severability.  Whenever possible, each provision of this Agreement should be construed and interpreted so that it is valid and enforceable under applicable law.  However, in the event that any provision contained in this Agreement or the application thereof to any circumstance is for any reason held to be invalid or unenforceable, such provision shall be ineffective to the minimum extent of such invalidity or unenforceability and the remainder of this Agreement will remain valid and enforceable according to its terms with respect to all other circumstances.

(e) Headings.  The descriptive headings or the sections and subsections of this Agreement are inserted for convenience of reference only and shall not control or affect the meaning, interpretation or construction of any of the provisions hereof.

(f) Legal Matters.  The validity, construction, enforcement, and interpretation of this Agreement are governed by the laws of the State of Colorado and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to resolution of conflicts with laws of other jurisdictions.  The parties to this Agreement (a) consent to the personal jurisdiction of the state and federal courts having jurisdiction over this Agreement, (b) stipulate that the proper, exclusive, and convenient venue for every legal proceeding arising out of this Agreement or Customer’s relationship with the Company is Boulder County, Colorado, and (c) waive any defense, whether asserted by motion or pleading, that Boulder County, Colorado is an improper or inconvenient venue. 

(g) Attorneys’ Fees and Costs; Right to Setoff.  In the event of a dispute between Customer and Company arising under or relating to this Agreement and/or Customer’s relationship with Company, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and cost, including attorneys’ fees and cost incurred in litigating entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of recoverable attorneys’ fees and costs.  If Customer becomes indebted to the Company for any reason during or after the term of their contractual relationship, the Company may (but is not obligated to) setoff and collect any amount due the Company from Customer out of any compensation, prepayment, or other amount that it is being held by Company on behalf of Customer.

(h) Waiver of Breach.  A waiver of any duty, obligation, or responsibility of a party under this Agreement will be valid and effective only if it is evidenced by a writing signed by or on behalf of the party against whom the waiver is sought to be enforced.  No course of dealing or delay by either party to this Agreement in exercising any right, power, or remedy under this Agreement will operate as a waiver of any right, power, or remedy of that party, except to the extent expressly manifested in writing by that party.  The failure at any time of either party to require performance by the other party of a provision of this Agreement will not affect the party's right thereafter to enforce the provision or this Agreement.  In addition, a waiver by either party of a breach of a provision of this Agreement will not constitute a waiver of a succeeding breach of the provision or a waiver of the provision itself.  

(i) Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same document.  This Agreement shall not be effective until both Customer and Company have executed this Agreement.