PRODUCT INSTALLATION - CONTRACTOR TERMS AND CONDITIONS
These terms and conditions form a contract between Contractor (hereinafter “you” or “your”) and X TECH SOLUTIONS INC. d/b/a CasaTech [www.CasaTech.ph] (the “Website”) that governs the Product Installation Services (“Services”) provided by Contractor to third party clients. Please read these Terms carefully. It is a legally binding agreement between you and Company. By providing your services to our clients, you agree to comply with all of the terms and conditions set out in this document.
The Brand name “CasaTech” (hereinafter referred to as "website") is owned by X TECH SOLUTIONS INC (hereinafter referred to as “we”, “us”, “our”, or “Company”). Company may update these terms and conditions or any provision of this document at any time with 3 days prior written notice to you.
THESE TERMS AND CONDITIONS APPLY TO ALL INSTALLATION SERVICES PROVIDED BY YOU TO COMPANY’S CLIENTS UNLESS OTHERWISE EXPRESSLY STATED TO THE CONTRARY. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS AND CONDITIONS.
- DEFINITION.: In this Agreement and unless the context otherwise requires, the following expressions shall have the following respective meanings. Words in the singular shall include the plural and vice versa. Words importing a gender include all gender.
“Products” means all products and other material which are to be the subject of the Services;
"Services" means all or any of the services or other services provided by the Contractor for Products, as described in this document, including but not limited to, installation services;
“Sub-Contractor” means a firm or person that carries out work for you as part of a Subcontractor Agreement; and
"Terms" means the Terms and Conditions as set out in this document.
- ACCEPTANCE OF THIS AGREEMENT: If you provide Installation Service(s) by signing MEMORANDUM OF AGREEMENT (“MOA”), you have accepted this Agreement and agree to be bound by its terms.
- COMPANY’S RIGHT TO REFUSE: These Terms and Conditions expressly deny Company’s status as product installer and Company disclaims all liabilities and claims related to your installation services to Company’s clients. Company, in its sole discretion, reserves the right to refuse the Product Installation Services for a particular person or for any particular class of Products.
- CONTRACTOR’S OBLIGATIONS AND WARRANTIES
4.1 Information: The Contractor hereby represents and warrants that all information provided by him pertaining to its business and the services shall be true and correct; and the Contractor shall hold Company harmless from any and all liability, expenses or claims arising from the disclosure or use of such information.
4.2 Brand Agent: In case of Branded Products, the Contractor acknowledges that he is the authorized Contractor of any Branded Product/(s) for the purpose of installation services provided under these terms or under the terms of MOA.
4.3 Dangerous Goods Disclosure: The Contractor shall notify the Company before the commencement of the installation of any product if those products are Dangerous Goods. Contractor shall disclose and provide all relevant information regarding the Dangerous Goods. The Contractor may at its discretion refuse to carry any installation of Dangerous Goods or may agree with the third party Client, in writing, terms and conditions relating to the carriage of any such installation other than these terms and conditions.
4.4 Wrong/Damage Products: The Contractor will conduct the inspection test on the product upon opening of the product packaging. In the event of any shortage, damage or discrepancy in or to a shipment of Product, the Contractor, will immediately thereafter give notice thereof to the Client or vendor and will furnish such written evidence or other documentation of damage as the Contractor may deem appropriate. If such evidence indicates, in the Vendor’s judgment, that such shortage, damage or discrepancy existed; the Vendor will promptly replace such product from the manufacturer or provide repair work on such products on manufacturer’s request. In case Contractor fails to give such notice it will be assumed that the products were received by the client and given to the contractor in good condition for installation.
4.5 SUBCONTRACTOR: Both Company and Contractor acknowledge and agree that Contractor shall be entitled to engage Subcontractors in respect of the performance of the Services or portion thereof. Contractor shall be solely responsible for paying each Subcontractor for services. Subcontractor shall not relieve the Contractor from its liability and responsibility with respect to the installation services provided under these terms.
4.6 LICENSES/PERMITS: Contractor is responsible for the costs of permits, licenses, and/or bonds required to perform specified worked under this contact to comply with all applicable local laws, rules and regulations.
4.8 RESTRICTIONS: Except as set forth in this Agreement, Contractor agrees not to (a) use or authorize use of the website for any purpose not specified in this Agreement; (b) copy, transfer, sell, lease, syndicate, sub-syndicate, lend, or use for unauthorized purposes the website or access thereto; (c) modify, prepare derivative works of, translate, reverse engineer, reverse compile, disassemble the website, source code or any portion thereof; or (d) attempt to do any of the foregoing.
4.9 WORK ORDER; QUOTATION AND ADDITIONAL WORK: The Company will contact the Contractor with the complete scope of the client’s project. The Contractor's sole responsibility shall be to directly contact the client with its quotation and installation time within 48 hours in accordance with the terms of this Agreement. The Contractor shall have no right to supply and install other products directly or indirectly to Company’s Clients location unless authorized by Company in writing. The Contractor shall not have the authority to make any commitments whatsoever on behalf of the vendor or Company. Any additional work shall be paid by the client and Company will charge the same commission for all additional work beyond the first contract with the client.
PLEASE NOTE: *A copy of the quotation must be submitted to CasaTech. ** Contractor will be flagged if contractor fails submit a quotation within 48 hours and may be removed from Company’s Contractor List.
- LISTING OF CONTRACTOR: Every product category will have a list of accredited contractors (like Lighting Contractors, Networking Contractors, Sound System and Audio Contractors and VOIP Phone installation Contractors). To become an accredited Contractor, you must be the Contractor recommended by any Specific Brand for its products or the third party Contractor with good Client reviews. You (the “Contractor”) accept all of the terms and conditions in, incorporated by reference in, and provided in our MOA, this agreement.
- CONTRACTOR’S DUTIES AND OBLIGATIONS: Pursuant to this Agreement, Contractor agrees to the following:
11.2To deliver exactly the service that was committed and agreed upon with the client. If any client provides a below satisfactory review of Contractor’s work, Contractor will be require to give an explanation for such non-satisfactory service. Please Note: Any unsatisfactory service may result in suspension or termination of your services;
11.3 To give notice to Company if there are any changes in the work to be performed or in case of any additional work performed; and
11.4 Not to accept any sideline projects from other parties. If any contractor is discovered to be doing sideline business they will immediately be blacklisted from the Company’s accredited Contractors.
- COMMISSION AND PAYMENTS: Vendor will be allowed to provide its installation services in the various categories and Company will charge its commission according to the MOA signed by both the parties. You may contact us thru _________________________ for any inquiries regarding Commission.
- NO IMPLIED LICENSES: “Intellectual Property Rights”means all works of authorship, registered copyrights, common law copyrights, registered trademarks, common law trademarks, trade dress, labels, designs, logos, patents, patent applications, know-how, trade secrets, database rights, design rights, source code, portal and all other intellectual property rights and associated goodwill (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world. Except to the extent set forth herein, (a) Company does not grant to Contractor any other license, express or implied, to Company’s Intellectual Property Rights and (b) nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant either Party any right, title or interest, implied or otherwise, in or to the Intellectual Property Rights of the other Party. Company expressly reserves all Intellectual Property Rights not expressly granted hereunder.
- COLLECTION COSTS: If we use a collection agency or attorney to collect money owed by you, you agree to pay the reasonable costs of collection, including, but not limited to, any collection agency fees, reasonable attorneys’ fees, and arbitration or court costs. If you change your telephone number or other contact information without notifying us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by us or our collection agent as a result of any attempt to collect any debt through the telephone number or contact information you provided, including any costs or liabilities associated with misdirected calls.
- INDEMNIFICATION: The Company is only acting as an intermediary between the Contractor and third-party clients for installation of products. Any claims by third-party client or end-user causing illness, fire, death, or any damage or loss during the installation are strictly the responsibility of the Contractor and the Company will not be liable for the same. Contractor agrees to defend, indemnify and hold Company and its affiliates, service providers, partners and their respective officers, directors, employees and agents (the “Indemnified Parties”) harmless against any claim for damages, losses or any costs, including attorneys’ fees, arising from or related to Installation and Contractor’s Services. Further, Company will not be liable for any law violation, negligence, cost and fines or any government breach by the Contractor.
- TERMINATION: This Agreement may be terminated by either party upon 30 days prior written notice to the other party, except that, if a party becomes bankrupt or insolvent, discontinues operations, or fails to make any payments as required by the Agreement, either party may terminate the agreement upon 7 days written notice. The Company has right to terminate this agreement with immediate effect (7 days prior notice will be provided) in case of the following situations:
(b) Contractor’s Failure to comply in stipulated obligations in the contract; and
(c) Client receives unsatisfactory services from the Contractor.
- MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS:Each Party hereto represents, warrants and covenants to the other Party that: (a) such Party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such Party, and the performance by such Party of its binding obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and (c) when executed and delivered by such Party, this Agreement and MOA will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its representations, warranties, terms and conditions.
- DISCLAIMER:EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE PARTIES IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES. EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CONTRACTOR FROM COMPANY OR THROUGH OR FROM THIS AGREEMENT SHALL CREATE ANY WARRANTY OR OTHER OBLIGATION NOT EXPRESSLY STATED IN THIS AGREEMENT.
- LIMITATION OF LIABILITY: EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR PARTNERS BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER THE COMPANY NOR ANY OF ITS PARTNERS OR REPRESENTATIVES WILL BE LIABLE TO YOU FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR’ SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH THE COMPANY IS TO DISCONTINUE YOUR SERVICES.
- JURISDICTION AND APPLICABLE LAW: The use of the services and any agreements entered into are to be governed by and construed in accordance with the laws’ of the Republic of the Philippines without any conflict of laws.
- ENTIRE AGREEMENT: These terms constitute the entire agreement and understanding between you and the Company. No action of Company, other than an express written waiver, may be construed as a waiver of any part of this agreement, and no employee of Company is authorized to waive it orally.
- WAIVER AND SEVERABILITY: If any provision of these terms is held to be illegal, invalid or unenforceable, this will not affect any other provisions and the Agreement will be deemed amended to the extent necessary to make it legal, valid, and enforceable. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
- CONTACT US [FOR NOTICE AND OTHER COMMUNICATIONS]
X TECH SOLUTIONS INC. d/b/a CasaTech
Unit 502 5752 Limbo Street
Makati city, Metro Manila, Philippines