Terms & Conditions
These terms and conditions are the only terms and conditions which govern the provision of services identified in the Estimate (“Services”) provided by Synergy Environmental and Geophysical Specialist, LLC, d/b/a Reed Tech (“Reed Tech”) to the customer (“Customer”). No additional terms and conditions that a party includes in or with any estimate acceptance, order form, purchase order, payment, invoice or any other means shall vary the terms and conditions set forth herein. These terms and conditions comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties and communications, both written and oral, unless and to the extent otherwise expressly agreed to in writing by both parties.
Customer recognizes that subsurface conditions may vary and that observed site conditions may change with time. In addition, some lines, objects and/or obstructions may not be detected due to limitations, including but not limited to, inherent equipment limitations, site and/or ground conditions and site access. Evaluations, observations, data, and recommendations provided by Reed Tech will be based solely on information available to Reed Tech at the time of the provision of Services. Reed Tech will perform the Services with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the same locale. UNDER NO CIRCUMSTANCES DOES REED TECH MAKE ANY WARRANTY OR GUARANTEE, EXPRESSED OR IMPLIED, IN CONNECTION WITH THE PROVISION OF THE SERVICES. REED TECH DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW. ADDITIONALLY, REED TECH MAKES NO WARRANTY OR GUARANTEE THAT IT WILL LOCATE ALL ITEMS. Customer acknowledges and agrees that the Customer is solely responsible for making any determinations to cut, core, drill, bore, excavate, or perform any other destructive or invasive processes. Customer also acknowledges and agrees that (a) any maps or CAD drawings provided by Reed Tech in connection with the Services are not survey quality; and (b) the Services do not include any investigation, analysis, or interpretation of soil composition, soil conditions, or geophysical, geological, engineering, or land surveying information.
Customer understands that the Services are not continuous or exhaustive, and are conducted to reduce - not eliminate - risk. For Customer to obtain the benefit of the Services, Customer agrees to limit Reed Tech’s liability to Customer and to all other parties for claims arising out of Reed Tech’s performance of the Services. Under no circumstances does Reed Tech accept any responsibility or liability arising from (1) undetected, misinterpreted or misrepresented lines, objects and/or obstructions or (2) dangerous or defective conditions existing at the site prior to or during Reed Tech’s performance of Services. Notwithstanding the foregoing, the aggregate liability of Reed Tech will not exceed the amount of Reed Tech’s fee or $25,000, whichever is lesser, for errors, or omissions. Limitations on liability and indemnities are business understandings between the parties voluntarily and knowingly entered into, and shall apply to all theories of recovery including, but not limited to, breach of contract, warranty, tort (including negligence), strict or statutory liability, or any other cause of action. By proceeding with the provision of Services, both Customer and Reed Tech agree that they will not be liable to each other, under any circumstances, for special, indirect, consequential, or punitive damages arising out of or related to the Services.
Customer will grant or obtain free access to the site for Reed Tech to perform the Services. Customer will notify any and all possessors of the site that Customer has granted Reed Tech access to the site. Reed Tech will take reasonable precautions to minimize damage to the site, but it is understood by Customer that, in the normal course of work, some damage may occur and the correction of such damage is not part of the Services. Customer is responsible for accurately providing Reed Tech a layout for scope of services Customer.
In consideration of the provision of Services by Reed Tech, Customer shall pay all invoiced amounts due to Reed Tech upon receipt of invoice. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder. A fee for any additional insurance requirements will be added as an additional cost under invoiced amounts. Reed Tech may add to invoice any additional training courses required, time required, or any other charges not included in the Services.
By proceeding with the provision of Services, Customer hereby waives any and all claims against Reed Tech, its subsidiaries, affiliates, successors, assigns, respective directors, officers, members, managers, and employees (collectively “Reed Tech Indemnitees”), and agrees to defend, indemnify, and hold Reed Tech Indemnities harmless from any and all claims, liabilities or defense costs for injury or loss arising from the provision of Services, including those arising from Reed Tech Indemnitees’ errors and omissions, in excess of Reed Tech’s liability set forth herein. Customer agrees to compensate Reed Tech for any time spent or expenses incurred in defense of any such claim, with compensation to be based upon Reed Tech’s prevailing fee schedule and expense reimbursement.
Reed Tech will provide evaluations, observations, data and recommendations based on only the Services set forth. Customer understands that the Services are not continuous or exhaustive, and are conducted to reduce - not eliminate - risk. Customer assumes sole responsibility for determining whether the quantity and the nature of Services ordered by Customer is adequate and sufficient for Customer’s intended purpose. Customer is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Reed Tech so Reed Tech can perform these Services.
Customer, in addition to Site Access, shall (a) cooperate with Reed Tech in all matters related to the Services; (b) respond promptly to any Reed Tech request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Reed Tech to perform the Services; (c) provide Reed Tech any and all information in Customer’s possession regarding the locations of all subterranean structures and utilities, including but not limited to any drawings, as-builts and maps (d) contact SC811 to locate all public utilities in the area of work prior to any Services being provided; (e) prepare Customer’s premises or any other location where the Services are being performed, including, but not limited to, clearly identifying and providing layout for the area for Services, securing access to such areas, including entry to any locked access points, and keeping such areas clear and free of obstructions; and (f) obtain and maintain all necessary licenses and consents to comply with all applicable laws and regulations in relation to the Services prior to the date of commencement of Services. Reed Tech is not responsible for damages caused by Services not performed due to a failure of Customer to request or schedule Reed Tech’s Services or to comply with Customer’s obligations set forth herein. In addition, if Reed Tech’s performance of the Services is prevented or delayed by any act or omission of Customer, Reed Tech shall not be deemed in breach of its obligations or otherwise liable for any costs, charges, or losses sustained by Customer to the extent arising directly or indirectly from such prevention or delay.
Should Reed Tech provide the Services at a site during construction, Customer agrees that, in accordance with the generally accepted construction practice, the contractor will be solely and completely responsible for working conditions on the site, including safety of all persons and property during the performance of the work and compliance with OSHA regulations. These requirements will apply continuously and will not be limited to normal working hours.
The Services provided are provided for Reed Tech and Customer’s sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product is limited to Customer, and is not intended for third parties.
Customer represents that Customer has made a reasonable effort to evaluate if hazardous materials are on or near the project site, and Customer has informed Reed Tech of Customer’s knowledge or suspicion of the possible presence of such materials. Reed Tech and Customer agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work or termination of services. Reed Tech and Customer also agree that the discovery of unanticipated hazardous materials may make it necessary for Reed Tech to take immediate measures to protect health and safety. Customer agrees to compensate Reed Tech for any costs incident to the discovery of unanticipated hazardous materials. Reed Tech agrees to notify Customer when unanticipated hazardous materials or suspected hazardous materials are encountered. Customer agrees to make any disclosures required by law to the appropriate governing agencies. Customer also agrees to hold Reed Tech harmless for any and all consequences of disclosures made by Reed Tech which are required by governing law. In the event the project site is not owned by Customer, Customer recognizes that it is Customer’s responsibility to inform the property owner of the discovery of unanticipated hazardous materials or suspected hazardous materials, as well as the government disclosure laws and policies associated with the performance of the services and associated discoveries. Notwithstanding any other provision, Customer waives any claim against Reed Tech and, to the maximum extent permitted by law, agrees to defend, indemnify, and hold Reed Tech harmless from any claim, liability, and/or defense costs for injury or loss arising from Reed Tech’s discovery of unanticipated hazardous materials or suspected hazardous materials.
- All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, proprietary code and software, methods, ideas, concepts, expertise, function and technical architectures, techniques and skills, regardless of whether or not such are patentable, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Reed Tech in the course of performing the Services (collectively, the “Deliverables”) shall be owned by Reed Tech. Customer hereby assigns to Reed Tech, without any additional consideration, any and all intellectual property rights that Customer may have as a result of the Services and will provide its reasonable cooperation, at Reed Tech’s expense, to execute any instrument or documentation that may be necessary to effectuate Reed Tech’s rights over such Intellectual Property Rights. To the extent that any such assignment cannot be effectuated, then Customer hereby grants Reed Tech an exclusive, perpetual, royalty-free, sub-licensable, freely assignable, transferrable license to use, reproduce, make, exploit, improve, and sell such intellectual property.
Subject to Customer’s full payment of the Services, Reed Tech hereby grants Customer a license to use all Intellectual Property Rights incorporated within any Deliverables, free of additional charge and on a non-exclusive, worldwide, non-transferable, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services for Customer’s internal business purposes. Under no conditions may Customer commercialize, monetize or sell the Deliverables and does not apply to any third party components, products, or services.
Reed Tech shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Reed Tech including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
All provisions of these terms and conditions for indemnity or allocation of responsibility or liability between Customer and Reed Tech shall survive the completion of the Services. In the event any provision of the terms and conditions is found to be void or unenforceable under law, the court shall instead reform or replace any void or unenforceable provision with a valid and enforceable provision that gives meaning to the intention of the provision or shall strike the provision from the terms and conditions. The remaining provisions shall continue in full force and effect. The terms and conditions and the provision of Services shall be governed in all respects by the laws of the State of South Carolina, and the parties agree that it will not commence any action, litigation or proceeding in any forum other than the District Court of South Carolina or if such court does not have subject matter jurisdiction, the courts of the State of South Carolina sitting in Richland County. Reed Tech reserves the right to revise these Terms at any time. In connection with each revision to these Terms, we will update the Last Modified Date. It the customer's responsibility to review the Terms posted on this site to review the most current version. The customer's use of any of the Services shall constitute acceptance and agreement to be bound to the terms and conditions hereof.
Customer must notify Reed Tech of any claim arising directly or indirectly under this Agreement no later than 72 hours after discovery of the existence of such claim, but in any event no later than 1 month after the Services are performed or Customer waives the right to file any claim, lawsuit, or other action, including any right to any offset of payment for the Services, arising directly or indirectly under this Agreement, including any claim, lawsuit, or other action under any applicable statute of limitations.