Terms & Conditions
Please carefully read our Terms & Conditions for J2 Services purchased online. J2 Building Consultants, Inc. (“J2”) and the “Client” mutually agree to the following terms and conditions:
1. Definition of Agreement. When the term “Agreement” is used herein, such term shall include and refer to this Project Agreement (Terms and Conditions) and the J2 Proposal describing the specific services ("Scope of Work"), and any modifications to any of these documents to which the parties agree in compliance with Section 15 below. Client is defined as the property owner, or an authorized agent of the property owner.
2. Services Provided. Client hires J2 to perform the services provided in the attached Proposal, as it may be amended from time to time, all of which services may be referred to in this Agreement as the “Project.” These services will be performed in accordance with a standard of care, skill, and diligence consistent with that ordinarily exercised by professional consultants providing the same or similar services under similar circumstances in the same or similar locality. In the event J2 fails to provide such standards, J2 shall at its own costs, correct its provided services.
3. Compensation. J2’s compensation for the Project shall be as described in the Proposal. The rates for hourly work are shown in Exhibit A. J2 will bill Client monthly for the work J2 performs on the Project at the hourly rates and costs in effect when the work is actually performed, or on a percent complete basis, if fixed fee.
4. Billing and Payment. J2 will provide Client with an invoice for the services J2 has performed and the costs it has advanced on the Project during the prior month. Client agrees to pay J2 for such services and costs upon receipt of invoice. If the invoice has not been paid in full within thirty (30) days, Client’s account will become delinquent. If Client’s account becomes delinquent J2 will assess interest at the rate of one percent (1%) per month against any past due amounts. If necessary, collection fees will be added to the outstanding invoiced amount. If the account remains past due after 60 days, J2 may cease all work on the Project and retain all records and work product related to the Project, until the account is brought current. Client understands that the property may be liened if payment is not received within the timeframe outlined herein.
5. Retainer. Client shall provide a retainer if requested in the proposal. J2 will hold this retainer until it completes the Project, or its services are terminated, as provided in Section 13 below. At such time, the retainer will be credited against any remaining unpaid invoices and the balance will be released to Client.
6. Insurance. J2 presently has insurance coverage as follows: (a) Workers’ Compensation -- as required by State Law; (b) Comprehensive General Liability -- $1M per occurrence and $2M in the aggregate; (c) Automobile -- $1M combined; (d) Professional Liability -- $1m per claim and $1m in the aggregate; and (e) Umbrella -- $5m. If Client requires additional insurance coverage in excess of the above limits, Client agrees to reimburse J2 for the cost of additional coverage.
7. Limitation of Liability. The Parties agree that the liability of J2 (which includes J2’s shareholders, directors, officers, employees, and agents) to Client for any loss or damage (personal or property) of Client related in any way to J2’s performance or nonperformance under this agreement shall be limited to the following provisions (additional coverage and premiums are available upon request):
- 7.1 Industry Standard Limitation: In recognition of the limitations of scope, budget, and schedule as controlled by Client and the relative risks and benefits of the Project to both Client and J2, Client agrees, to the fullest extent permitted by law, to limit the liability of J2 for damages or claims of whatever kind and nature to not more than $50,000 or J2’s fees paid, whichever is greater.
- 7.2 Acts by Others: J2 is not responsible the acts, errors or omissions of Client, any contractor, third parties, or suppliers.
- 7.3 Consequential Damages: Neither Party shall be liable for indirect, incidental, special or consequential damages incurred by either party or any third party in connection with this agreement, regardless of the nature of the claim, including negligence.
- 7.4 In the event the Client makes a claim against J2 and/or its staff or otherwise, for any alleged errors, omission, or other act arising from the performance of J2’s professional services, and the Client fails to prove such claim or prevail in an adversary proceeding, then the Client will pay all costs incurred by J2 and/or its professional staff in defending itself against the claim, including reasonable attorney’s fees.
- 7.5 Additional Coverage for Fee: In the event Client does not wish to limit our professional liability in section 7.1, we shall waive this limitation upon the Client’s written request, initialing below, at the time of initial authorization of this contract, provided that the Client agrees to pay for this waiver with an additional fee of $2500 to have access to the limits of J2’s Professional Liability Policy.
8. Indemnity. Client waives any claim against J2 and agrees to indemnify and hold J2 harmless from any claim, cause of action, or liability of injury or loss including all attorney’s fees and defense costs, arising, or allegedly arising from or in any way connected with J2’s services under this Agreement, except to the extent that such claim or liability is caused by the gross negligence of J2.
9. No Warranties and No Third-Party Beneficiaries. J2 does not make or intend to make any warranty, expressed or implied, by performing any of the services provided in the Scope of Work. Specifically, Client acknowledges that building forensics is an inexact process based in part in a process of elimination and therefore J2 does not warrant or guaranty that it will locate all the preexisting and hidden conditions of the building which is the subject of the Project. Further, the parties do not intend, and no such intent shall be inferred, that J2 assume a direct obligation to any third party by entering into this Agreement.
10. Dispute Resolution.
- 10.1 Good Faith Negotiation: In the event there is a dispute between the parties arising out of or relating to this Agreement, the parties shall attempt in good faith to resolve the dispute promptly by negotiation. To facilitate the dispute both parties shall exchange information and documents 5 days prior to the negotiation meeting.
- 10.2 Mediation: At any time following a dispute either party to this Agreement may make a request in writing (“Dispute Notice”) to the other party to submit the dispute to non-binding mediation by a construction experienced mediator. The parties agree to participate in the mediation in good faith and to share equally in its costs.
- 10.3 Arbitration: If a dispute is not resolved through Negotiation or Mediation within 45 days from issuance of the Dispute Notice, or such longer period as may be agreed to by the parties, either party may refer the dispute to binding arbitration. Unless the parties agree otherwise, the arbitration shall be administered by the American Arbitration Association in accordance with the Construction Industry Arbitration Rules in effect on the date of this agreement. The arbitration shall be conducted by a single arbitrator and the parties shall be entitled to full discovery pursuant to the civil procedure rules of the applicable jurisdiction. Awards rendered by the arbitrator shall be final, and judgement may be entered upon it in accordance with the applicable law in any court having jurisdiction thereof.
- 10.4 Attorney’s Fees, Costs and Expenses: Should a formal dispute occur between the parties, all reasonable proceeding expenses, collection expenses, witness fees, court costs, and attorney’s fees incurred by the prevailing party shall be paid by the non-prevailing party.
- 10.5 Governing Law: This Agreement shall be governed by the laws of the jurisdiction within which the J2 office making the Proposal is located, and shall be enforced, construed, and interpreted in accordance with those laws.
- 10.6 Time Limit for Claims: To all claims brought against J2 related to or in connection with this agreement, such claims shall be deemed to have accrued on the date of the acts or omissions giving rise to the claim (“Accrual Date”), and all such claims against J2 shall be brought by Client within 2 years of the Accrual Date, or such claims shall be waived, released, or barred.
11. Notices. Any notice required under this Agreement shall be in writing addressed to the appropriate party at its address set forth in the proposal and either delivered personally to that party or mailed by registered or certified mail, postage prepaid, or by commercial courier services. All notices shall be effective as of the date of receipt.
12. Survival and Severability. The terms and conditions of this Agreement shall survive the completion of the Project and the termination of this Agreement, whether for cause or for convenience. If any term or condition of this Agreement is ever held to be unenforceable, all remaining terms and conditions shall continue in full force and effect.
13. Termination. Either party may terminate this Agreement by providing the other party with written notice at least ten days before the termination date provided in the notice. J2 shall be paid for services performed and costs incurred up to the termination date. If this Agreement is terminated by Client in the absence of default by J2, J2 shall be entitled to their anticipated profit of fifteen percent (15%) of the value of services not performed.
14. Ownership of Work Product. Ownership of the originals of any reports, data, studies, surveys, drawings, specifications, figures, photographs, memoranda, and any other documents which J2 develops, compiles, or produces in connection with this Agreement (hereafter, “Instruments of Service”), whether or not completed, shall be vested in J2. J2 grants to Client a nonexclusive license to reproduce the J2 Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that Client shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. Any termination of this Agreement prior to completion of the Project shall terminate this license. The Instruments of Service may not be used for any other purpose without J2’s written approval.
15. Modifications. This Agreement represents the entire and integrated Agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may only be modified by written agreement by both parties.
16. Assignment. Neither party may assign all or a portion of its rights under this Agreement or delegate all or a portion of its obligations under this Agreement without the express written consent of the other party.
17. Independent Review. The parties acknowledge that they have read this Agreement and fully understand its terms, and that they have had the full opportunity to be advised by their independent legal counsel.
18. Client Materials Retention. Client provided plans, photos, and samples of the project will be discarded 90 days after completion of the J2 report or conclusion of services unless Client advises J2 in writing to save or return them.
19. Site Safety & Means and Methods. Client agrees that the project contractor(s) shall be solely responsible for job site conditions, including safety in, on and about the site, safety of all persons and property during the performance of the work, in compliance with applicable regulations. Under no circumstances, shall J2 services include any review of the adequacy of the contractor’s safety measure in, on, or about the construction site. J2 shall not be held in any way responsible for or to guarantee any contractor’s work, nor to assume the responsibility for the means, methods, techniques, sequencing, or application used by any contractor nor to assume responsibility for a contractor’s compliance with laws and regulations or for contractor’s errors, omissions, or defective work. On-site services provided by J2 shall not relieve Client’s construction contractor of its responsibilities to perform the construction work in accordance with Client’s construction agreement, the project drawings and specifications, and applicable laws. All field review services are provided to determine that the construction is being performed in general conformance with the design documents. The Client acknowledges that such field reviews shall comprise a sampling of the work and that J2 cannot be responsible for the contractor’s omissions.
20. Hazardous Materials. J2 shall have no responsibility or liability for the identification, removal, or disposal of any toxic substances. Client assumes full responsibility and costs for compliance with the provisions of RCRA/Asbestos/Lead, and any other federal or state statute or regulation governing the sampling, handling, treatment, storage, and disposal of pollutants.
21. Other Advice. J2 does not provide legal, insurance, or financial advice. Upon Client request, J2 will provide review of construction contracts, project budgets and financing, review of insurance policies, reports and other project specific documents and will provide consulting opinions to Client for Client’s decision-making process.
22. Right of Entry. Client provides J2 with the right of entry to property for J2 to perform its services per this Agreement.
23. Promotion. Unless requested by Client in writing, or prohibited under a confidential or non-disclosure agreement, J2 may use project photos, renderings, and other information in J2’s promotional content.
24. Force Majeure. Neither party shall be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to, acts of God, War, terrorism, governmental orders, severe weather, pandemics, strikes, or any other force majeure event.