Per-Project Service Agreement

1. Purpose and Application

This Per-Project Service Agreement (“Agreement”) establishes the terms and conditions governing quantity takeoff and estimating services provided by Takeofix Solutions (“Takeofix,” “we,” “us,” or “our”) to the client accepting a quotation (“Client” or “you”).

This Agreement applies to project-based services provided by Takeofix. The applicable quotation specifies the project scope, deliverables, fees, and estimated delivery timeframe. This Agreement and the accepted quotation shall be read together and govern the relevant engagement.

2. Acceptance of the Agreement

• 2.1. This Agreement is provided with Takeofix’s quotation and forms part of the terms governing the quoted services.
• 2.2. By accepting a quotation, the Client acknowledges that they have had the opportunity to review this Agreement and agrees to be bound by its terms.
• 2.3. Acceptance may be communicated through written email confirmation or other written electronic communication clearly indicating acceptance of the quotation, by authorizing Takeofix to begin work, or by paying an invoice for the quoted services.
• 2.4. The Client should review both the quotation and this Agreement before authorizing work to commence. If the Client does not agree to these terms, they must notify Takeofix before accepting the quotation or authorizing work.
• 2.5. The accepted quotation and this Agreement constitute the agreement between the parties for the relevant project. Where a project-specific term in the accepted quotation expressly conflicts with a general provision of this Agreement, the accepted quotation shall prevail for that specific matter.
• 2.6. Any variation to this Agreement must be expressly agreed in writing by both parties.
• 2.7. The version of this Agreement published on Takeofix’s website on the date the Client accepts the quotation applies to that engagement. Later updates apply only to future engagements unless both parties agree otherwise in writing.

3. Scope of Services

• 3.1. Takeofix provides construction quantity takeoff services and estimating support where expressly included in the accepted quotation.
• 3.2. Depending on the agreed scope, services may include material quantity takeoffs, trade-specific quantity calculations, quantity schedules, cost estimates, or related estimating deliverables.
• 3.3. The specific trades, deliverables, file formats, measurement requirements, exclusions, and expected delivery timeframe shall be as described in the accepted quotation.
• 3.4. Services not expressly included in the accepted quotation are excluded from the agreed fee. Additional trades, alternative estimates, revised deliverables, or other work outside the agreed scope may incur additional charges.
• 3.5. Takeofix shall perform the agreed services with reasonable professional care and skill. Unless expressly agreed otherwise in writing, Takeofix provides quantity takeoff and estimating support and does not act as the Client’s architect, engineer, contractor, construction-site supervisor, or professional of record.

4. Client Responsibilities

• 4.1. The Client shall provide complete, legible, and reasonably current drawings, specifications, schedules, addenda, and other information reasonably necessary to perform the services.
• 4.2. The Client is responsible for identifying the applicable drawing revisions, project specifications, measurement conventions, preferred material assumptions, and other project-specific requirements.
• 4.3. Takeofix may rely on the information supplied by the Client without independently verifying the accuracy, completeness, or suitability of the source documents.
• 4.4. If information is missing, unclear, inconsistent, or materially revised, Takeofix may request clarification. Any resulting impact on the delivery timeframe shall be communicated to the Client.
• 4.5. The Client shall review the deliverables before relying on them for purchasing, tendering, bidding, budgeting, or construction purposes and shall promptly notify Takeofix of any identified discrepancies.

5. Fees, Invoicing, and Payment

• 5.1. The project fee shall be the amount stated in the quotation accepted by the Client.
• 5.2. Payment terms shall be determined and communicated before work commences. Takeofix may offer payment after delivery to business clients that satisfy its verification and account-approval requirements. Payment after delivery is not automatically available to every client or project.
• 5.3. For clients or projects that do not qualify for post-delivery payment, Takeofix may require full or partial advance payment before commencing work. Any applicable deposit, advance payment, or milestone payment shall be stated in the quotation.
• 5.4. Where post-delivery payment is approved, Takeofix shall issue an invoice upon delivery of the agreed deliverables. The Client shall pay the invoice by the due date stated in the accepted quotation or invoice, as applicable. Where no payment deadline has been expressly agreed, payment shall be due upon receipt of the invoice.
• 5.5. Where advance or milestone payments apply, the Client shall pay in accordance with the payment arrangement stated in the accepted quotation.
• 5.6. Any additional work or change to the agreed scope that may incur an additional fee must be communicated to the Client and approved in writing before the additional work begins. No additional fee shall be charged without prior written approval.
• 5.7. Applicable taxes, bank charges, and payment processing fees shall be handled in accordance with the accepted quotation, invoice, and applicable law.
• 5.8. If an invoice remains overdue, Takeofix may issue a written payment reminder and suspend further work or withhold undelivered deliverables until overdue amounts are paid, subject to applicable law. Any resulting effect on the delivery schedule shall be communicated to the Client.
• 5.9. The payment terms agreed in the accepted quotation shall not be changed unilaterally after acceptance. Any subsequent change must be mutually agreed in writing.

6. Revisions and Changes to Scope

• 6.1. The Client shall notify Takeofix in writing of any errors or discrepancies directly attributable to Takeofix in the originally agreed scope within fourteen (14) calendar days after delivery of the relevant deliverables. Takeofix shall correct substantiated errors within the originally agreed scope without additional charge. This reporting period does not restrict any rights or remedies that cannot lawfully be limited under applicable law.
• 6.2. Revisions arising from changed drawings, new specifications, additional trades, altered assumptions, changed measurement requirements, or other changes to the original scope are not automatically included in the quoted fee.
• 6.3. Where changes require additional work, Takeofix shall communicate any additional fee and material change to the delivery timeframe for the Client’s written approval before proceeding.
• 6.4. The Client should provide clear and consolidated revision comments where reasonably practicable to avoid unnecessary rework.
• 6.5. Corrections under this section do not include redesigning the project, undertaking new estimating work, or preparing alternative deliverables outside the original scope unless expressly included in the quotation or separately approved in writing.

7. Delivery and Project Timelines

• 7.1. Takeofix shall use reasonable efforts to deliver the agreed work within the timeframe stated in the accepted quotation.
• 7.2. Delivery timelines depend on receiving the necessary drawings, information, clarifications, and approvals in a timely manner.
• 7.3. Where delays arise from incomplete information, changes to scope, delayed Client responses, payment issues, or circumstances beyond Takeofix’s reasonable control, the delivery timeframe may be reasonably extended.
• 7.4. Takeofix shall communicate material delays to the Client when reasonably practicable.
• 7.5. Deliverables shall be provided electronically in the agreed file format or through another mutually agreed delivery method.

8. Nature and Limitations of Takeoffs and Estimates

• 8.1. Quantity takeoffs and estimates are prepared using the drawings, specifications, assumptions, measurement conventions, and other information available to Takeofix at the time of preparation.
• 8.2. The accuracy and completeness of the deliverables depend in part on the quality, accuracy, and completeness of the source documents and information supplied by the Client.
• 8.3. Unless expressly included in the agreed scope, Takeofix does not independently verify site conditions, conduct physical measurements, undertake engineering design, verify structural adequacy, confirm regulatory compliance, or guarantee supplier pricing, labour rates, market prices, or material availability.
• 8.4. The Client remains responsible for reviewing the deliverables against the project documents and actual requirements before placing orders, submitting tenders, committing to prices, or commencing construction.
• 8.5. Takeofix does not guarantee that a quantity takeoff or estimate will match actual site consumption, final procurement quantities, subcontractor quotations, or the final cost of construction. The reporting period in Section 6.1 applies to the notification of errors, subject to any rights or remedies that cannot lawfully be limited under applicable law.
• 8.6. Nothing in this Agreement excludes responsibility for a failure to exercise the standard of care required by applicable law.

9. Cancellation and Termination

• 9.1. The Client may request cancellation of a project by written notice to Takeofix.
• 9.2. Once work has commenced, the full quoted project fee shall remain payable if the Client cancels the project, subject to applicable law and any express written agreement to the contrary. The parties acknowledge that Takeofix may have allocated resources and undertaken work in reliance on the accepted quotation.
• 9.3. Where cancellation occurs before work commences, any payment obligations shall be determined in accordance with the accepted quotation, any agreed cancellation terms, and applicable law.
• 9.4. If Takeofix becomes unable to perform the agreed services, it shall notify the Client and the parties shall discuss an appropriate resolution, including any refund or adjustment required by the circumstances and applicable law.
• 9.5. Either party may terminate the engagement for a material breach by the other party if the breach is not remedied within a reasonable period after written notice, where the breach is capable of remedy.
• 9.6. Termination does not extinguish payment obligations that have already accrued or provisions intended to survive termination, including confidentiality, intellectual property, liability, and dispute resolution provisions.
• 9.7. Once the final deliverables have been delivered, the project fee is non-refundable. Where an error attributable to Takeofix is reported in accordance with Section 6.1, Takeofix’s obligation is to correct it. This section does not affect any rights that cannot lawfully be limited under applicable law.

10. Confidentiality and Third-Party Tools

• 10.1. Each party shall take reasonable care to protect confidential information received from the other party in connection with the services.
• 10.2. Confidential information may include drawings, specifications, pricing, project details, customer information, business information, and non-public operational or commercial information.
• 10.3. Confidential information shall be used only for purposes reasonably connected with the services and shall not be disclosed to third parties except to personnel or service providers who reasonably require access to perform the services and are subject to appropriate confidentiality obligations, or where disclosure is required by law.
• 10.4. Confidentiality obligations do not apply to information that the receiving party can demonstrate is publicly available without breach, was lawfully known before disclosure, was independently developed without use of the confidential information, or was lawfully obtained from a third party without a confidentiality restriction.
• 10.5. Each party shall take reasonable steps to prevent unauthorized access, use, or disclosure of the other party’s confidential information.

11. Intellectual Property and Use of Deliverables

• 11.1. Upon full payment of all amounts due for the relevant project, the Client may use the final deliverables for the project and purposes for which the services were commissioned.
• 11.2. Takeofix retains ownership of its pre-existing materials, methodologies, templates, internal processes, know-how, and general tools used to perform the services.
• 11.3. Unless expressly agreed in writing, the Client shall not resell, redistribute, publish, or commercially exploit the deliverables as a standalone product for unrelated third parties.
• 11.4. The Client is responsible for ensuring that it has the necessary rights to the drawings, specifications, and other materials supplied to Takeofix.

12. Limitation of Liability

• 12.1. To the maximum extent permitted by applicable law, Takeofix’s total aggregate liability arising out of or in connection with a particular project, whether in contract, tort, negligence, or otherwise, shall not exceed the fees paid or payable to Takeofix for that project.
• 12.2. To the maximum extent permitted by applicable law, Takeofix shall not be liable for indirect, incidental, special, exemplary, or consequential losses, or for loss of profit, loss of business opportunity, loss of anticipated savings, or losses arising from the Client’s use of deliverables without appropriate review.
• 12.3. The limitations in this section do not apply to liability that cannot lawfully be excluded or limited under applicable law.
• 12.4. Nothing in this Agreement is intended to exclude or restrict any non-excludable statutory rights or remedies.

13. Indemnity

• 13.1. The Client shall be responsible for claims, losses, or expenses arising from the Client’s unlawful use of materials supplied to Takeofix, or from the Client’s breach of third-party intellectual property rights in those materials, to the extent caused by the Client’s conduct.
• 13.2. Neither party shall be required to indemnify the other for losses to the extent caused by the indemnified party’s own breach, negligence, wilful misconduct, or unlawful conduct.
• 13.3. Any indemnity under this section is subject to applicable law and the liability limitations in this Agreement to the extent legally permitted.

14. Independent Service Provider

• 14.1. Takeofix acts as an independent service provider. Nothing in this Agreement creates a partnership, joint venture, employment relationship, agency, or fiduciary relationship between the parties.
• 14.2. Neither party may bind the other party to obligations with third parties unless expressly authorized in writing.

15. Force Majeure

Neither party shall be liable for delay or failure to perform to the extent caused by circumstances beyond its reasonable control, including natural disasters, widespread service interruptions, governmental restrictions, or other comparable events. The affected party shall notify the other party within a reasonable period and take reasonable steps to mitigate the impact. Payment obligations for services already performed shall remain enforceable, subject to applicable law.

16. Notices and Electronic Communications

• 16.1. Notices and communications relating to a quotation, project, payment, revision, or termination may be sent by email to the addresses used by the parties for the relevant engagement, unless either party has notified the other of a replacement address.
• 16.2. The parties may agree to scope changes, additional fees, revised timelines, and other project arrangements through written electronic communications, including email, where the agreement is sufficiently clear and attributable to the parties.
• 16.3. Each party is responsible for maintaining access to its designated communication channel and notifying the other party of any relevant change.

17. Governing Law and Dispute Resolution

• 17.1. This Agreement shall be governed by the laws of India.
• 17.2. The parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through written discussions.
• 17.3. If the dispute remains unresolved, the parties may mutually agree to refer it to mediation in India before commencing court proceedings, except where urgent legal relief is required or mediation is otherwise inappropriate under applicable law.
• 17.4. Any dispute that cannot be resolved amicably or through mutually agreed mediation shall be referred to the courts of competent jurisdiction in accordance with applicable Indian law.

18. General Provisions

• 18.1. This Agreement and the applicable accepted quotation constitute the agreement between the parties concerning the relevant project and supersede prior discussions on the same subject, except for terms expressly incorporated in writing.
• 18.2. If any provision of this Agreement is found unenforceable, the remaining provisions shall continue to apply to the extent permitted by law.
• 18.3. A failure or delay by either party to enforce a provision shall not constitute a waiver of that provision.
• 18.4. Neither party may assign its rights or obligations under this Agreement in a manner that materially affects the other party without prior written consent, except where permitted by applicable law.
• 18.5. This Agreement may be accepted electronically and maintained in electronic form to the extent recognized under applicable law.