I. CONTROLLING PROVISIONS
This document contains the terms and conditions for the sale of services (these “Terms and Conditions”) by SCOUT SERVICES, LLC, an Illinois limited liability company (“Scout”). Each client (“Client”) of any service of Scout agrees to be bound by these Terms and Conditions.
II. SERVICES AND SCOPE
Client may engage Scout to perform such services as the parties may agree (the “Services”), such as applying for building permits, licenses, registrations, authorizations, and or other consents or instruments (the “Government Approvals”). Client agrees that Scout is acting only as an agent for Client with respect to the Services and applying for Government Approvals. All Government Approvals will be solely in Client’s name, and Client hereby authorizes Scout to perform the Services and apply for the Government Approvals on Client’s behalf and in Client’s name.
Client acknowledges that the Services are comprised of Scout compiling and submitting the Client provided information to the governmental entities or agencies responsible for the issuance of the desired Government Approvals, and that Scout neither determines the approval of nor issues any Government Approvals. Scout is not sanctioned by, nor does Scout act on behalf of, any governmental entity or agency. Accordingly, Client acknowledges and agrees that Scout has no liability for the action taken by the applicable governmental entities or agencies with respect to the Government Approvals sought by Client. Scout does not guarantee the approval or issuance of the Governmental Approvals.
In connection with the Services, Client grants authority to Scout to file applications, supporting documents, and other similar instruments on behalf, and in the name, of Client.
III. CLIENT RESPONSIBILITIES
Client shall provide Scout with the information required for Scout to provide the Services. Initial information may be provided in writing, via questionnaires or forms, or via Scout’s website. Scout may request additional or supplemental information from the Client in connection with the performance of the Services and Client shall promptly respond to such requests.
Client is solely responsible for confirming the accuracy of the information it provides to Scout. Client acknowledges and agrees that Scout has no duty to verify the accuracy or completeness of the information that Scout receives from Client. Client hereby represents, warrants, and covenants that all information provided to Scout is true, accurate, complete and not misleading. Client agrees to promptly notify Scout of any inaccuracy or incompleteness and update, change, or otherwise correct such deficiency. Client shall provide full cooperation to Scout or the applicable governmental entities or agencies.
IV. QUOTATIONS, PRICE ESTIMATES, AND FEES
Scout’s standard fees are as specified on its website or provided by an authorized Scout employee, which may be revised from time to time. Rates in a written quotation, including any discounts or rebates, expire as provided in the quotation. In connection with the Services, Client will be responsible for all filing, application, or other fees payable to the applicable governmental entities or agencies. Scout may provide estimates of such fees based on its experience with such governmental entities or agencies. Notwithstanding anything to the contrary, Scout makes no representations or warranties as to the final amount of such fees, and Client acknowledges that such fees may change without notice. Regardless of the amounts estimated by Scout, Client will remain solely responsible for all filing, application, or other fees. If Client submits to Scout fees payable to governmental entities or agencies, Scout shall pass such fees through to such governmental entities or agencies and for a set fee or percentage of the fee passed through.
V. TERMS OF PAYMENT
Client may make payment through Scout’s website. At Scout’s discretion, Scout may invoice Client for the Services. In such cases, payment terms are as indicated on the invoice. A finance charge of 1 ½% per month or the highest permitted under applicable law may be charged on all past due balances. No refunds shall be given for failure to procure any Governmental Approval sought.
Prices specified do not include sales, excise or other taxes payable on account of this transaction. All such taxes in effect and/or hereafter levied which are applicable to this transaction are in addition to such prices and shall be paid by Client.
VII. LIMITED WARRANTY; LIMITED OF LIABILITY
Scout warrants that the services will be performed in a professional workmanlike manner. THIS LIMITED WARRANTY IS IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, AND OF ANY OTHER OBLIGATIONS OR LIABILITY ON SCOUT’S PART.
UNDER NO CIRCUMSTANCES SHALL SCOUT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISING IN CONNECTION WITH THE SERVICES OR THESE TERMS AND CONDITIONS. IN NO EVENT SHALL SCOUT’S LIABILITY FOR BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR STRICT LIABILITY EXCEED THE AMOUNTS PAID BY CLIENT FOR THE SERVICE(S) GIVING RISE TO THE CLAIM. Some states do not allow the exclusion or limitation of consequential, incidental or special damages, so the above limitation or exclusion may not apply to you. This limited warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
Client shall indemnify, defend, and hold harmless, Scout, its affiliates, members, managers, officers, employees, and agents, from and against all claims, damages, liabilities, losses, costs, and expenses (including, reasonable attorneys’ fees) arising out of or related to (A) any breach of representation or warranty of Client herein, (B) any breach of covenant by Client, (C) any information provided or omitted by Client to Scout in connection with the Services, (D) any Governmental Approval sought by or issued to Client, or (E) any underlying construction or other project or service that is the subject of the Governmental Approval sought by or issued to Client.
In case Client shall fail to make payments in accordance with the terms as set forth in this acknowledgement, Scout, in addition to its other rights and remedies, may at its option, terminate the Serivces until such payments are made, or may terminate the contract, and Client shall not have any cause of action or be entitled to any offset, counterclaim or recoupment against Scout by reason of any such action. Client agrees to pay any legal fees which may be necessary to effect collection.
X. FORCE MAJEURE
In the event Scout’s performance of the Services is limited or prevented in whole or in part by acts of God, fire, war, civil disorders, strikes, explosions, embargoes, accidents, epidemics, floods, storms, shortages or failure of any source of supply or transportation upon which Scout is dependent, or by any rule, regulation, order or other action taken by any governmental authority or causes not reasonably within Scout’s control whether or not specifically provided herein, Scout shall be excused, discharged and released of performance to the extent such performance is limited or prevented without liability for damages of any kind. Nothing herein contained shall be construed as requiring Scout to accede to any demands of labor or labor unions, suppliers or other parties which Scout considers unreasonable, if by reason of any of the aforesaid circumstances Scout’s supply of any of the goods shall be insufficient to meet an of Scout’s requirements hereunder, Scout’s orders with its customers and for Scout’s own uses, Scout shall have the right at Scout’s option and without liability hereunder to apportion Scout’s available supply of the material among any and all of Scout’s customers, including Scout’s affiliates and itself in such manner as Scout in Scout’s sole discretion considers equitable.
No assignment of any right or interest or delegation of any obligation or performance of Client under this order may be made without the prior written consent of Scout. Any attempted assignment or delegation will be wholly void and totally ineffective for all purposes.
XII. GOVERNING LAW
This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Illinois, U.S.A. notwithstanding any conflict of laws principles thereof. The parties agree that the courts of the State of Illinois and/or the United States District Court for the Northern District of Illinois shall have exclusive jurisdiction over any litigation arising between the parties, and the parties hereto hereby agree to submit themselves to the personal jurisdiction of said courts.
Any waiver by Scout of any breach or default by Client of any of Clients obligation; hereunder, and any failure by Scout to enforce any rights arising hereunder, shall not be construed as a waiver of any other breach or default by Client or of Scout’s right to enforce its rights arising hereunder in any other circumstances.