Standard Terms and Conditions

Rev. 04/01/2022

This document outlines HTA Companies LLC (“HTA”) Standard Terms and Conditions (“Terms”). All services performed by HTA are subject to these Terms unless otherwise agreed to in writing by HTA. Customer’s written initiation of the services detailed in a proposal shall constitute a binding agreement (“Contract”) between HTA and the Customer, subject to these Terms. These Terms supersede all previous oral and written agreements made before the date of the Contract. These Terms prevail over any of Customer’s general terms and conditions regardless of whether or when Customer has submitted for proposal, order, or provided such terms. HTA provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to amend or modify these Terms. It is the Customer’s responsibility to review these Terms. All desired addendum / change orders must be agreed upon by both HTA and the Customer and shall be clearly documented.
Customer understands and agrees that delays in payments made to HTA may result in suspension of services, and appropriate legal action being taken to collect monies owed to HTA. Customer agrees that costs of such legal action, including without limitation, lawyer’s fees, costs, and expenses of suit or collection, will be Customer’s obligation to pay when HTA is the prevailing party in any litigation. Any checks that are returned to HTA for insufficient funds will be accessed an additional $25.00 service fee. This service fee will be added to the Customer’s account balance and become due immediately.
All work will be completed to the specifications outlined in the Contract and these Terms. Additional specifications such as call or check-ins requirements, service logging/reporting, specialized invoicing, or any other special consideration which causes HTA to incur additional cost may be subject to a revision of the Contract or additional fee.
Customer shall notify HTA in writing, within twenty-four (24) hours of discovery of any damage to Customer’s property, including irrigation system, suspected to be caused by services performed by HTA. HTA shall not be liable for any damages unless given opportunity to investigate and repair. The quality of repairs is to be governed by industry standards.
In no event shall HTA be liable to customer or to any third party for any loss of use, revenue or profit, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not HTA has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
The Contract may be terminated or modified by Customer only as follows: For termination by convenience, ninety (90) day written notice to HTA of Customer’s intent to terminate the Contract is required to avoid a termination fee (termination fee is to be twenty-five (25) percent of the greater of Contract value on the notice date or previous 12-month’s billings.) In the event Customer wishes to terminate the Contract for service delivery and/or quality issues, written notice to HTA of intention to terminate Contract and specific violation(s) of work specifications is required. HTA will be allowed thirty (30) working days after said notice to correct cited violation(s). If after thirty (30) working days the violations have not been corrected or satisfactory arrangements for the completion thereof made, the Contract may, at the option of the Customer, be terminated without a termination fee. In the event of termination of any kind, HTA will evaluate the value of work completed to date and generate a final invoice. Payment in full for all installments and/or services performed to date of termination and any applicable termination fee shall become due in fifteen (15) days.
HTA reserves the right to terminate the Contract without notice in the event of Customer’s failure to make timely payments, pending bankruptcy or sale of property, and/or actions by Customer to circumvent, interrupt or otherwise adversely impact, any relationship between a subcontractor and HTA. In addition, abusive or threatening behavior towards HTA will not be tolerated and will be grounds for immediate Contract termination and the imposition by HTA of the termination fee described in paragraph 10 above.
HTA reserves the right to add surcharges and amend pricing should extreme market conditions occur which are beyond the scope of HTA control. Examples include, but are not limited to, gasoline or diesel prices increasing more than 20% since the Proposal Date, as determined by http://www.eia.gov/dnav/pet/pet_pri_gnd_dcus_r20_m.htm; global or national raw material shortages supported by multiple sources; an annual Cost-of-Living Adjustment greater than 5% (https://www.ssa.gov/cola/); or a Consumer Price Index increase greater than 5% in a year-over-year period (https://www.bls.gov/cpi/home.htm). A surcharge which is determined to be necessary is applicable regardless of Contract billing type. HTA commits to informing Customer of any potential surcharge prior to billing.
For the purposes of these Terms, references to “snow clearing” or “clearing” shall refer to plowing and/or shoveling. Quoted rate is for clearing that is done as part of a regular service when all other accounts are being checked or cleared. Weather conditions permitting, snow services will be performed between the hours of 12:00 AM and 7:00 AM. Customer acknowledges the timeliness of services may be affected by late snowfall, wet/heavy snow, elevated accumulations, fast accumulating snowfall, equipment breakdowns, or other unforeseen and uncontrollable circumstances.
Customer agrees to allow HTA to decide if clearing is warranted based upon snow accumulations at the site where clearing is to take place. Customer waives any claim against HTA based on such decision and agrees to indemnify, defend and hold HTA, its owners, directors, officers, employees, successors, assigns and contractors harmless for any claims brought against HTA by any third party related to or arising out of, directly or indirectly, such decision. Such indemnification to include payment to HTA of all attorney fees and other costs incurred in defense against such claims. HTA will exercise its best judgment based upon weather forecasts and existing conditions at the time. Customer is aware that weather may change rapidly and without notice. Changes in weather conditions are considered to be an “Act of God” for which HTA assumes no liability.
Additional clearing services such as clearing an area where cars were parked when original clearing occurred, clearing areas where ice and snow pack has loosened to slush, clearing areas which have snow accumulation due to drifting, and any other reason other than new snow accumulation of one (1) inch will be subject to a fee.
In the event of significant snowfall over a prolonged period of time, return visits may be made only after all properties serviced by HTA have been cleared at least once and available resources allow. For contracts where billing is determined by quantity of visits, should snowfall cleared during one visit exceed six (6) inches of new accumulation, two (2) occurrences of the service shall be counted/invoiced. If snowfall cleared during one visit exceeds ten (10) inches, plowing and shoveling services may be billed on a time and material basis for any contract-type as larger equipment and/or additional time will be needed to properly clear the snow. This may also apply to situations where less than ten (10) inches of new accumulation occurs, but due to drifting snow or layout of area, equipment other than the standard plowing equipment factored for the Contract, becomes required to safely and effectively clear the contracted area.
HTA will clear snow from surfaces only in areas where it is deemed safe. To avoid damage, there will always be a small strip of snow along garage doors and other objects/buildings that will not be plowed. In the event HTA is unable to clear the entire contracted area due to obstacles outside of HTA control, such as parking spot(s) between two (2) parked cars, or the open half of a 2-stall driveway with a vehicle parked in it, only areas accessible and safe will be cleared. HTA does not prorate services in this instance.
Customer understands that snow plowing, by its very nature, involves pushing a steel blade over the surface of the pavement. If the pavement is defective, deteriorated, weakened, frost heaved, or was installed improperly, the results of these previous conditions are more likely to appear after snow plowing. Customer acknowledges and agrees that HTA is not responsible for damages to or resulting from objects hidden in the snow, such as but not limited to; speed bumps, manhole covers, or truck chocks. In addition to the general scraping damages which are expected from normal plowing, HTA shall have no liability for any damages occurring as a result of plowing asphalt before the final coat. Customer accepts the responsibility to notify HTA in writing of any specification concerning the type of plow or material needed for their property and understands communication of this information after the Contract has been executed could result in revision to pricing.
Customer understands that clearing and/or salting of a particular location may not clear to “bare pavement” and slippery conditions may continue to prevail even after clearing or salt application. Unless otherwise stated in the Contract, it shall be the responsibility of the Customer to notify HTA in writing in the event that weather conditions cause melting and re-freezing of any previously treated surface area. Customer understands that HTA assumes no liability for this naturally occurring condition and agrees to release HTA from liability therefore and to defend and hold harmless and indemnify HTA, its owners, directors, employees, officers, successors, assigns, and contractors, from and against all claims that may arise as a result of or are in any way related to this naturally occurring condition.
HTA will clearly stake the areas to be plowed as needed. Customer allows HTA to use our best judgment as to where snow should be stored unless otherwise specified. If Customer does not believe snow should be stored in a particular area of the property, it is their responsibility to make HTA aware of this preference in writing prior to proposal generation and signing. If a small number of snow storage areas are designated, Customer is aware that additional damage may be caused to the landscaping as a result of all the snow being piled in only a few places. Customer agrees to pay for the associated repair costs which are above and beyond the standard expectation, as determined by HTA. Additionally, HTA operators are only authorized to operate equipment on paved surfaces. Customer will be responsible for all landscape repair costs resulting from instructing/requesting HTA operators to leave the paved surface to store snow, or for any other purpose.
Customer understands that sidewalk crews may not work safely if temperature and wind conditions combine to make wind chill factors below zero (0) degrees Fahrenheit. Customer agrees and understands that HTA reserves the right to stop working in these severe conditions (without penalty) so as not to force unsafe conditions upon employees.
In no event shall HTA aggregate liability arising out of or related to these terms or the contract, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the aggregate amounts paid or payable to HTA in the twelve (12) month period preceding the event giving rise to the claim.
All matters arising out of or relating to these Terms and the Contract are governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Michigan.
These Terms and the Contract may only be amended or modified in a writing which specifically states that it amends these Terms or the Contract (as applicable) and is signed by an authorized representative of each party.
Customer shall not assign any of its rights or delegate any of its obligations under these Terms or the Contract without the prior written consent of HTA. Any purported assignment or delegation in violation of this paragraph is null and void. No assignment or delegation relieves Customer of any of its obligations under these Terms or the Contract.