Agreement .
The agreement between Client and Company consists of these Terms and Conditions, as well as additional agreements between the Client and Company including, but not limited to, proposals, scopes of work, commercial terms, privacy policies, advertising polic ies, pages, groups, and events policies, and payment terms, that the Company may provide from time to time (collectively the “ Agreement ”). The Company reserves the right and ability to make changes to the Agreement and to the Services (as defined herein) f rom time to time and all of the documents encompassed in the Agreement shall govern the relationship between Company and Client.
Company provides services which include but are not limited to: (i) Quantity Takeoff/Bill of Materials; (ii) Budgetary Estimates; (iii) Scope Review; (iv) Project Scheduling; (v) Change Order Management; (vi) O&M Manuals ; and (vii) General Construction Consulting (the “ Services ”). T he P arties shall negotiate each project’s price, delivery and scope ( on a project - by - project basis ) , and the terms of each project shall be reflected on a detailed s cope of w ork (each “ Scope of Work ”) , which will be controlled by these Terms and Conditions.
B oth P arties acknowledge, covenant, and agree that Company’s Services may be subject to delay for causes beyond the Company’s control, including without limitation inclement weather, differing site conditions, strikes, labor disputes or shortages, nat ural disast ers, acts of war or protest, acts of God, unavailability or shortage of materials regardless of its source, stoppage required to c omply with any governmental order or regulation, delays by any municipality or governing authority, the acts or interference b y Client, or the failure of the Client to provide the Company reasonable access to the Property. Company shall not be liable to the Client for any loss, expense, or damage resulting from or arising out of a delay or inability to perform under this Agreemen t relating to the events described within this Section 3 . In the event there is a delay or inability to perform under this Agreement, Company shall be given additional time to compl ete its work under this Agreement. In no event shall the additional time be less than the number of days or hours that the Company was so delayed.
4.1. Cost. In consideration of Company’s S ervices, Client shall pay Company the amount set forth in each project’s proposal or Scope of Work ( the “ Cost ”) and in accordance with the payment schedule set forth t herein
4.2. Payment. Client shall make payment(s) of the Cost to the Company in accordance with the payment provisions memorialized in each project’s Scope of Work .
Client may not set off amounts due to Company , nor shall it withhold payments due hereunder for any reason. Payments must be made in accordance with the payment schedule provided in each proposal , with no exceptions.
6.1. Client warrants it has the necessary authority to enter into this Agreement and has the full authority and ability to abide b y the terms herein.
6.2. Client warrants that it has no agreements with other third parties and no pending legal actions, which would prevent it from entering into or abiding by the terms of this Agreement.
6.3. Client warrants that they have the authority to retain Company to perform the work it is requesting of Company
6.4. Client shall not give directions or orders to anyone other than Company’s duly authorized agent and shall not interfere with the Company’s performance of its work or negotiate, retain, or turn away any of the Company’s agents or subcontractors
6.5. Client ag rees to defend, indemnify, and hold Company , its officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal and accounting fees, a rising out o f or in any way connected to: (i) Client’s access, use, or misuse of the Services ; and (ii) Client’s breach of any term of the Agreement; and (iii) any negligence or violation of the law by Client .
7. Company’s Warranties.
7.1. Expert Handling . Each project undertaken by Company shall be managed by an industry expert who exercises all reasonable care to provide accurate and reliable work products .
7.2. Informational Purposes Only . Notwithstanding the foregoing, the takeoffs and estimates provided b y the Company shall be intended for informational purposes only , and do not constitute legally binding documents.
7.3. Independent Verification . In performing its Services, Company shall comply with all statutes, ordinances, regulations, and laws of all federal, state, county, municipal, or local governments applicable to performing its Services , provided however, that Client is advised to independently verify all provided wo rk before making any final project decisions or entering any contracts.
7.4. Exclusive Deliverables . Company reserves the right to sell its Services to any of its clients; however , Company will NOT sell the same Services and scope on a project to multiple clients. The first client that approves and funds a project will have the exclusive rights to Company’s deliverables for that specific combination of project, service, and scope.
7.5. Marketing Materials . Company reserves the right to use its deliverables on any project in marketing materials , as long as any client - supplied proprietary information is redacted.
7.6. Third - parties. Notwithstanding the foregoing or any other provision contained herein, Company does not warrant any work completed by any third - party contractors.
7.7. Limitation of Liability . Company shall have no liability for any errors, omissions, or inaccuracies in the information provided under the Agreement . The Client shall bear full responsibility and liability for verifying the accuracy and reli ability of the information before proceeding with any project - related decisions and Client agrees to assume all such risk . TO THE FULLEST EXTENT PERMITTED BY LAW, THE WARRANTIES SET FORTH IN THIS SECTION 7 ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE WORK TO BE PERFORMED BY COMPANY HEREUNDER. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW THE COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES PERTAINING TO ITS WORK . FURTHERMORE , COMPANY’S TOTAL LIABILITY , WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, IN TORT OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT OF SERVICES SOLD UNDER EACH PROJECT AND STATEMENT OF WORK . IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES TO THE FULLEST EXTENT SUCH LIABILITIES MAY BE LIMITED UNDER THE LAW.
8. Miscellaneous.
8.1. Survival. The representations, warranties, and indemnification rights set forth in this Agreement shall survive the execution of this Agreement, the performance of the obligations of Company hereunder, and the cancellation or termination of this Agreemen t.
8.2. Governing Law & Venue. This Agreement will be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any other laws or rules that would conflict or cause the application of any other l aws. Venue in a ny dispute arising from this Agreement or any Exhibit thereto including all amendments or addendums to the same shall be, to the fullest extent permitted by law, and the Parties hereby submit to the jurisdiction and venue of said courts. Provided however t hat if for whatever reason a court situated in or presiding over the Property is unable to hear the dispute, then said dispute may be br ought in any court of competent jurisdiction.
8.3. Successors and Assigns. This Agreement shall be binding and inure to the benefit of the Parties and their respective successors, heirs, and assigns.
8.4. Waiver. No waiver by any party of any provision hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will o perate or be construed as a continuing waiver and no failure or delay in exercising any right, remedy, power or privilege shall preclude any further exercise of said right, remedy, power, or privilege.
8.5. Merger. This Agreement and all other documents sign ed in connection with this Agreement shall represent the final, entire, and integrated agreement between the P arties and supersedes all prior or contemporaneous agreements, warranties, or representations whether express or implied or written or unwritten. There are no other agreements, warranties, or representations pertaining to the subject matter hereof unless otherwise contained in this Agreement.
8.6. Modification. This Agreement may only be modified if done so in a writing, which is signed by the parties hereto.
8.7. Severability. If one or more of the provisions of this Agreement or any word, phrase, clause, sentence, or other portion thereof are held to be illegal or unenforceable for any reason then it shall be excluded from this Agreement and shall not af fect the balance of the Agreement. Provided however that if an adjudicator of competent jurisdiction finds that it is unenforceable but that by l imiting said word, phrase, clause, sentence, or other portion it shall become valid and enforceable then it sha ll be deemed so limited and construed to the maximum extent permitted by law.
8.8. Headings. Headings herein are for convenience of the parties only and shall not be used in the interpretation of this Agreement.
8.9. Attorneys’ Fees & Costs of Collection. In the event that Company should have to bring suit in connection with this Agreement or due to Client’s failure to pay amounts due under this Agreement, Client shall be responsible for its costs of collection a nd reasonable attorneys’ fees and expenses in connection with any future litigation or arbitration. Should the matter not proceed to suit but Company incurs cost in filing a lien or otherwise attempting to collect amounts due under this Agreement, Client shall pay all costs and expenses in connection with doing so including but not limited filing fees and reasonable fees payable to attorneys or to collection agencies.
8.10. Counterparts and Signatures. Th e Agreement may be executed in any number of counterparts, each of which shall be an original but all of which shall constitute one instrument. A P arty’s signature sent by email or facsimile shall be deemed an original and binding signature. Moreover, a cop y of this Agreement shall have the same force and effect for all purposes the same as the original.
8.11. Construction. No presumption or rule requiring that the terms of this Agreement must be construed against the party that drafted it or prepared it shall a pply to this Agreement
8.12. No Third - Party Beneficiaries. There are no third - party beneficiaries to th e Agreement .
8.13. Nature of Relationship . The Agreement establishes the relationship of independent contractor between the Parties; nothing herein shall be deemed to create between the Parties the relationship of partners, employer and employee, joint venturers or any other relationship except tha t of independent contractors.
8.14. Electronic Delivery . In furtherance of its obligations under the Agreement, each Party may (a) conduct business electronically, (b) receive documents and notices by electronic delivery, (c) sign documents electronically, a nd (d) to participate through an online or electronic system established and maintained by the Parties or a third party designated by the Parties. CLIENT ACKNOWLEDGES THAT CLIENT’S ELECTRONIC SUBMISSIONS CONSTITUTE CLIENT’S AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR THE AGREEMENT AND TRANSACTIONS CONTEMPLATED BY THE AGREEMENT. CLIENT’S AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS OF CLIENT WITH THE COMPANY, INCLUDING PROPOSALS, SCOPES OF WORK, NOTICES OF CANCELLATION /TERMINATION , POLICIES, AND OTHER RELATED CONTRACTS.
Every opportunity is different. Sometimes things have to be turned around in a few days, other times 24-hours. Impulse Takeoffs never fails to respond, and I am not waiting two or three days for answers. Using Impulse Takeoffs, I save the expense of another full-time employee yet always have access to just the right amount of additional capacity in estimating.
Our Firm has been working with Paul and his team for about 6 months now. It has been a major asset in allowing us to keep management in the field and Quality Control at a high level. Their product is done in a clear and easy to interpret format that allows us to quickly get all the footages and take-off info that we need
We have undertaken a very expensive experiment over the past 6 months. We handed the same projects to several different local and online takeoff and estimating services to find out who was the best fit for our company. Honesty, accuracy, and a willingness to help us customize the data we need to be most competitive was our criteria. Impulse Takeoffs stood out head and shoulder against all competition and has earned our trust and business. We have a winner!
After considering a number of estimating companies we chose Impulse Takeoffs primarily because they were local. After working with them for a few months we came to really appreciate their fast turn times and good communication. They have really come through for us while we went without a chief estimator for several months.
It has been a pleasure getting to know him and working with him. He understands we are all aiming for the same goal in takeoffs but go about it in different ways. This means his takeoffs may need to be adjusted to suite my needs rather than what may have been done for another company with the same trade. These are the kind of people I take pleasure in working with.
Impulse Takeoffs is a value compared to the cost of a full-time employee. Their professionals read the plans and produce the calculations exactly as I want them, and the hours are allocated as needed to meet my actual workload.
Using Impulse Takeoffs, we confidently propose on more projects and win more work. It really frees up my project managers to be in the field overseeing the work instead of at a desk doing takeoffs. It saves us time and money and helps us concentrate our most valuable resources where we need them.
Accuracy in quantities is definitely important and the backup is always just what I’m asking for. Sending their calculations on to my supplier is basically a copy/paste exercise that really doesn’t involve a lot of risk on my part with Impulse Takeoffs on board.
Obviously, all of this involves a lot of money and a fair amount of risk for the contractor regardless if you are building a high-rise in New York City or hanging drywall in Kansas. Impulse Takeoffs’ willingness to deliver quantity calculations using my logic, my assumptions, and my level of detail allows me to see apples-to-apples against the calculations we are generating in-house.
Impulse Takeoffs, in particular their owner Paul, has been a pleasure to work with and they really helped us during our time of significant growth and the loss of our inhouse estimating personnel. For almost two years we relied solely on the take offs that Impulse provided in order to prepare our estimates and during that time we continued to win work on jobs that have remained profitable. We look forward to continuing to use Paul’s team into the foreseeable future.
We have been working with Impulse Takeoffs for many years, and their service has consistently exceeded our expectations. Paul is always available to address any questions or concerns, and they reliably come through for us with last-minute requests. The spreadsheet format they provide makes quoting jobs both effective and accurate. I highly recommend Impulse Takeoffs for anyone needing outsourced estimating services.
