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TERMS OF AGREEMENT

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  1. “Contractor” means Motai Solutions, LLC, a Florida limited liability company, acting by and through its authorized representatives, employees, and contractors. “Customer” means the person or persons (collectively) signing this Agreement, together with the Customer(s) listed on page 1 of this Agreement (if different), jointly and severally. The Contractor is expressly permitted to engage subcontractors for performance of all or any portion of the Services. These Terms of Agreement (these “Terms”), together with the Contractor’s signed proposal which references these Terms and the pages to which they are attached (the “Proposal”), as well as all addenda and exhibits included herewith, as well as any additional pages describing the Services appended hereto constitute the entire, final, and exclusive agreement between Contractor and the Customer concerning the subject matter hereof (collectively, the “Agreement”). The Agreement represents the entire, final, and exclusive form of agreement and understanding made by and between the parties with respect to the subject matter hereof, and expressly supersedes all prior and contemporaneously agreements, representations, and understandings made by or between the parties with respect to the subject matter hereof. In the event of any conflict or inconsistency between the provisions of these Terms of Agreement, and those printed on the Proposal, those granting the greater of rights or protections to Contractor, or imposing the greater of obligations upon Client (as the case may be), as determined by Contractor in its sole and absolute discretion, shall control and govern. The “Effective Date” of a Proposal shall be the date upon which the Contractor first performs services thereunder, or the date upon which Contractor countersigns the Proposal—whichever occurs first.

  2. All capitalized terms on the foregoing and any additional pages describing the Services which may be appended hereto shall have the meanings ascribed to them in these Terms. The term “Services” means the written scope of work set forth in the Contractor’s proposal (and any additional pages describing the Services appended hereto), together with any modifications, additional/supplemental work, or change orders.

  3. This Agreement shall not be valid unless and until either (i). Contractor signs and returns a copy of the same to Customer, or (ii). Contractor begins performance of Services hereunder. All commencement, completion, and other dates stated by Contractor are rough approximations only, and are not intended to be or be construed as guarantees of any kind. Customer grants Contractor the right to take ‘before and after’ photos and to publish the Customer’s property on a ‘references’ list which may be given to prospective customers.

  4. Client shall grant Contractor access to the place of business and its surroundings during regular business hours and other mutually agreeable times, also providing a key and any security codes to Contractor as applicable.

  5. Contractor will bill the Client as set forth in the Proposal portion of the Agreement. Client agrees to pay Contractor the amount due, plus any applicable taxes, under the terms of this Agreement within thirty (30) days of the invoice due date or specified otherwise.

  6. At the end of each twelve (12) month period during the Term, the service fees shall be increased at a rate equal to the greater of: (i) the percentage obtained from Consumer Price Index for All Urban Consumers: U.S. City Average, Hospital Services, for the most recently published twelve (12) month period, as published by the U.S. Department of Labor, Bureau of Labor Statistics; or (ii) three percent (3%). Should the applicable inflation rate over the most recently published twelve (12) month period decrease, the service fees shall not change from the previous year.

  7. Time is of the essence with regard to all of Customer’s obligations under this Agreement. If any payment is not received by Contractor when due, Contractor shall have the right, in addition to all other remedies it may have, to stop performance of the Services until all past due payments are received. Should the Services required by the Client change significantly resulting in an increase or decrease in productive labor staffing, the Agreement price or service charge would be altered by agreement at that time to reflect this change in costs to the Contractor. If the Client does not make payments on or before the dates due under this Agreement, the Client agrees to pay interest at the rate of one and one-half percent (1.5%) per month or the highest lawful rate of the amount due until Contractor receives payment in full. Contractor may, at its option, terminate this Agreement at any time after giving seven (7) days’ prior written notice to the Client unless all overdue amounts are paid before the end of the notice period. In the event of default on payment, Client agrees to pay all costs of collection plus attorney’s fees and court costs.

  8. The Contractor shall begin performing Services as and when specified in the Proposal portion of the Agreement, and shall continue Services in the frequency set forth therein for the duration of the Term set forth therein. However, if no Term is specified in the Proposal, then the term of the Proposal is for twenty-four (24) months from the first day of service (the “Term”) and shall automatically extend for an additional twelve (12) month period upon each anniversary date. In the event of a breach of this Agreement by Client, in addition to any other remedies to which it may be entitled, Contractor may terminate this Agreement upon written notice to Client. In addition, the Contractor may terminate this Agreement for any or for no reason upon three (3) days’ written notice. The Client may only terminate this Agreement upon sixty (60) days’ advance written notice, provided that the Client has first provided written notice and an opportunity to cure to Contractor of no less than ten (10) days.

  9. Client acknowledges that Contractor has invested considerable time, effort, and money into recruiting and training its employees and independent contractors who carry out performance of the Services during the Term (“Protected Personnel”). Accordingly, the Client shall not, during the Term or within the twenty-four (24) months immediately following the end of the Term, either directly or indirectly, either on Client’s behalf or in assistance to any third party, do or permit any other person to do any of the following: (i). induce, recruit, solicit, hire, employ, contract with or otherwise engage in any way with any Protected Personnel for the purpose of performing services similar in nature to the Services; or (ii). solicit, induce, recruit, encourage, or entice any Protected Personnel to leave the employ or engagement of Contractor, or having knowledge that such actions will cause, either directly or indirectly, any Protected Personnel to leave the employ or engagement of Contractor. Client acknowledges that compliance with the terms of this section is necessary to protect the Contractor’s legitimate business interests in retaining qualified personnel. Furthermore, Client understands and agrees that a breach of this section will damage the Contractor in an amount which is difficult, if not impossible, to calculate. Accordingly, in the event the Client either (i). desires to take any action which would be considered a breach of this section, or (ii). actually takes action which constitutes a breach of this section, then Client shall pay to Contractor within thirty (30) days of demand therefor a sum equal to such Protected Personnel’s annual salary, based upon the three (3) months preceding the end of the Term, times twelve, and together with Contractor’s legal fees incurred in enforcing this section. In addition, in any action by the Contractor against the Client arising from this section, the Contractor shall specifically be entitled to injunctive relief against the Client for the breach or threatened breach of this section.

  10. Contractor is expressly permitted, but is not required, to perform work additional and/or supplemental to the Services which Contractor determines is reasonably necessary to a completed job, and Customer’s execution of this Agreement shall constitute Customer’s prior written authorization and request for the same. The cost for such additional or supplemental work shall be agreed upon in a change order, or, if no such change order is executed, then the cost shall be at Contractor’s standard and customary labor rates, together with the cost of all materials, plus twenty percent (20%) on all of the foregoing. The Customer acknowledges that is their sole responsibility to, prior to Contractor’s commencement of Services, inform the Contractor of any pre-existing damage, defects, or conditions at the Property that may affect the Contractor’s Services. Contractor is not responsible for the correction, repair, or replacement of any work arising from or relating to hidden or pre-existing conditions at the Property. Customer understands and agrees that the Indemnified Parties shall not be liable for damage to, or responsible for the replacement of any property or aspects of the Property.

  11. All rights and remedies of Contractor arising from or relating to this Agreement are in addition to, and not to the exclusion of any other rights or remedies which may be available to Contractor, whether at law or in equity. Contractor and Customer agree that neither party, nor its agents (whether actual or apparent) have the capacity or authority to alter or modify the provisions of this Agreement orally. This Agreement may only be amended in the form of a writing signed by an authorized representative of Contractor. This Agreement may be executed in counterparts (electronic or otherwise), each of which shall constitute an original but, when taken together, shall constitute one and the same Agreement. If the Customer includes more than 1 person, all rights of Contractor against Customer, and all liability of Customer arising from or relating to this Agreement shall be joint and several. No failure to enforce this Agreement or to insist upon the Customer’s strict performance hereunder by Contractor shall be deemed a waiver of Contractor’s rights hereunder.

  12. Notwithstanding anything contained in this Agreement or applicable law to the contrary, Contractor shall not under any circumstances be liable to Customer, the property owner, or any third party for any indirect, special, incidental, consequential, punitive, or exemplary damages, including, but not limited to lost profits, arising from or relating to this Agreement, the Services, or the actions, inactions, or negligence of any of the Indemnified Parties, even if Contractor has been made aware of the possibility of such damages. To the maximum extent permitted under applicable law, the total amount of damages which Contractor may be held liable to Customer for shall not exceed the Total Agreement Amount.

  13. In the event that any legal action is taken by either party to enforce any provision of this Agreement against the other party, the prevailing party therefrom shall be entitled to recover from the non-prevailing party all costs, fees, and expenses arising from such legal action, including accounting costs, court costs, attorneys’ fees, and all other reasonably related expenses. In the event the Customer breaches this Agreement, or attempt to terminate the same prior to payment in full, the Customer shall be liable to Contractor for, in addition to all other damages, all costs, fees, and expenses incurred or likely to be incurred by Contractor, including materials fees and payments to contractors.

  14. Venue for any legal action or mediation arising from or relating to either (i). this Agreement; (ii). the Services; or (iii). the action or inaction of Contractor or its employees, contractors, or agents while on or at the property, shall be proper, convenient, and exclusively held in the courts of the county wherein Contractor’s principal place of business is located. Prior to initiating any legal action against Contractor, Customer covenants to participate in mandatory pre-suit mediation between Customer and Contractor as set for the below. Failure to do so will entitle Contractor to recover its attorney’s fees and court costs incurred in defending and/or dismissing such suit.

  15. BOTH PARTIES HERETO EXPRESSLY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION ARISING FROM OR RELATING TO THIS AGREEMENT OR THE WORK, AND EXPRESSLY CONSENT TO THE JURISDICTION AND VENUE OF THE FOREGOING COURTS.

  16. AS AN EXPRESS AND ABSOLUTE CONDITION PRECEDENT TO THE INSTITUTION OR MAINTENANCE OF ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT, EXCEPT FOR ACTIONS BY CONTRACTOR AGAINST CUSTOMER FOR NONPAYMENT, THE PARTIES EXPRESSLY AGREE TO FIRST ATTEND MANDATORY PRE-SUIT MEDIATION. MEDIATION SHALL OCCUR WITHIN NINETY (90) DAYS OF A PARTY’S REQUEST FOR THE SAME, WHICH SHALL BE IN WRITING. MEDIATOR’S FEES SHALL BE BORNE IN EQUAL SHARES BY THE PARTIES. A PARTY’S REFUSAL TO ATTEND MEDIATION OR TIMELY SELECT A MEDIATOR SHALL RELEASE THE OTHER PARTY FROM THE CONDITION PRECEDENT ESTABLISHED HEREIN.

  17. To the fullest extent permitted by law, the Customer hereby covenants and agrees to indemnify, protect, defend, save, and hold harmless Contractor and its agents, affiliates, clients, suppliers, employees, and customers, as well as the employees, contractors, agents, customers, and suppliers of each of them (collectively, the “Indemnified Parties”) from and against any and all claims, allegations, actions, liabilities, losses, damages, expenses, and costs, including, but not limited to reasonable attorney’s fees, brought or alleged against, or incurred by any of the Indemnified Parties arising out of or resulting from the Customer’s actions, inactions, errors, omissions, breach of this Agreement, or negligence, as well as any conditions present on, at, or near the Property. Customer hereby expressly, absolutely, and irrevocably waives all defenses, whether arising in equity or at law, which may now or hereafter be available to Customer, as to the validity and enforcement of this Agreement, including, but not limited to duress, estoppel, failure or lack of consideration, fraud, misrepresentation, lack of capacity, unconscionability, unclean hands, or undue influence. THE CUSTOMER HEREBY EXPRESSLY, IRREVOCABLY, VOLUNTARILY, AND KNOWINGLY WAIVES, RELEASES, AND DISCHARGES ALL INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION OF ANY KIND, WHETHER AT LAW OR IN EQUITY, ARISING FROM OR RELATING TO ANY LOSS, DAMAGE, INJURY, OR DEATH, EVEN IF CAUSED BY AN INDEMNIFIED PARTY, OCCURRING ON, AT, OR NEAR THE PROPERTY, OR RELATING TO THE WORK.

  18. Contractor’s performance of its Services may be delayed, prevented, made impracticable, or made cost prohibitive due to unforeseeable and unavoidable delays or circumstances, including, but not limited to, those caused by federal, state or municipal actions, statutes, ordinances or regulations, acts of god, pandemics, epidemics, biological risks, public health emergency, state of unrest or emergency, hurricanes, earthquakes, war, terrorism, civil strife, strike, material or labor shortage, increase in the cost of materials or labor, or any act, condition, thing, or circumstance which is either beyond Contractor’s reasonable control, is unforeseen or unanticipated by Contractor, or would render Contractor’s continued performance impossible, impracticable, or cost ineffective as determined by Contractor in its sole and absolute discretion (each, a “Force Majeure Event”, and collectively, “Force Majeure Events”).  If Contractor determines that a Force Majeure Event has occurred, then Contractor shall be entitled to, at its option, do any of the following: (i). receive a reasonable extension and modification of the terms of this Agreement (including the service charges and performance schedule); or (ii). suspend or terminate this Agreement, in which case Contractor shall be entitled to payment for all Services performed up to the date of termination or suspension.

  19. This Agreement may be freely assigned by the Contractor upon notice to Client. Upon assignment, Client shall look to the assignee thereof for performance of all obligations of Contractor hereunder. This Agreement may not be assigned by Client except with the prior written consent of Contractor.

  20. The Client shall keep all terms of this Agreement strictly confidential. Any proprietary, technological, business, or cleaning information including, but not limited to, business agreements, written and verbal correspondence, equipment, products, cleaning systems, service lists, employee and client information of the Contractor are confidential in nature.

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