Full-Time Equivalent (FTE) Service Agreement

1. Agreement and Acceptance

• These Terms apply to all FTE services provided by Takeofix Solutions.
• The Client accepts these Terms by replying to a Takeofix email confirming acceptance of this Agreement and the applicable Service Schedule, or by providing clear written electronic instructions to commence services after receiving or being given access to this Agreement and the applicable Service Schedule.
• The Client’s submission of drawings or project documents alone does not constitute acceptance.
• The applicable Service Schedule will specify the applicable service fee, start date, working hours, schedule, and any agreed variations. These Terms apply together with the applicable Service Schedule.
• Any amendment to these Terms must be agreed in writing by both parties. Where an applicable Service Schedule expressly varies a provision of these Terms and both parties agree to that variation in writing, the agreed variation will apply to that engagement.
• Takeofix may retain applicable Service Schedules, emails, invoices, payment records, and other relevant electronic communications as evidence of acceptance. Electronic acceptance will have effect to the extent recognized by applicable law.

2. Scope of Services

• Takeofix provides a dedicated estimator to support the Client’s construction quantity takeoff and related estimating requirements.
• Services may include quantity measurements, material quantity calculations, trade-specific takeoffs, and preparation of related documentation based on drawings, specifications, and other information supplied by the Client.
• Unless expressly agreed in writing, services do not include engineering certification, architectural design, construction management, site supervision, procurement, or guaranteed bid pricing.
• Takeofix does not act as the Client’s general contractor, engineer, architect, or construction manager.

3. Dedicated Estimator and Working Hours

• The standard FTE service provides one dedicated estimator for up to 40 hours per week, generally eight hours per working day, subject to the schedule agreed in the applicable Service Schedule, holidays, leave, and reasonable operational requirements.
• The same estimator will ordinarily be assigned throughout the service period.
• The Client may communicate project priorities, which Takeofix will accommodate within the estimator’s available capacity.
• The Client will be provided with the estimator’s business email address and direct contact number, where available.
• Unused hours expire at the end of each service month and do not roll over or qualify for a refund.
• Takeofix follows its working schedule and public holiday calendar and will provide reasonable advance notice of planned holidays where practicable.
• If the assigned estimator becomes unavailable, Takeofix may arrange a replacement where reasonably available. Any credit for extended unavailability without a replacement will be discussed and agreed in writing.
• Work outside the agreed schedule requires prior written approval and a separately agreed charge.
• The monthly service reserves the estimator’s agreed capacity for the Client. It does not guarantee that every project submitted can be completed within a particular deadline.
• The working schedule, including working days, working hours, time zone, and any required time-zone overlap with the Client, will be mutually agreed by both parties in writing before services begin. Any subsequent changes to the agreed schedule must also be mutually agreed in writing.

4. Fees and Payment

• The fees applicable to the Services shall be as specified in the applicable Service Schedule. Any changes to the agreed fees must be mutually agreed in writing by the Client and Takeofix Solutions.
• Monthly fees are payable in advance at the beginning of each service month. The service month begins on the start date specified in the applicable Service Schedule.
• Where the service begins or ends partway through a calendar month, the fee will be prorated by calendar days if stated in the applicable Service Schedule or otherwise agreed in writing.
• Payment must be made using the method and instructions specified on the relevant invoice.
• The Client is responsible for applicable taxes, bank charges, transfer fees, and withholding obligations to the extent required by applicable law or agreed payment arrangements.
• If an undisputed payment becomes overdue, Takeofix may issue written notice allowing seven calendar days for payment. If the amount remains unpaid after that period, Takeofix may suspend services until payment is received.
• Deadlines affected by a payment-related suspension will be reasonably extended to account for the resulting delay. Takeofix is not required to begin or continue services while undisputed amounts remain overdue.
• Any change to the agreed monthly fee requires written agreement by both parties.

5. Additional Projects and Urgent Work

• The monthly fee covers the dedicated estimator’s available working capacity.
• If additional or urgent projects cannot reasonably be accommodated within that capacity, Takeofix may offer support from another estimator for a separate fixed fee.
• Takeofix will provide the additional fee for written approval before the work begins. Unless otherwise specified in the applicable Service Schedule and agreed in writing by both parties, approved additional charges will be added to the Client’s invoice. No additional fee will be charged without prior written approval.
• Alternatively, the Client may reprioritize projects within the existing allocated capacity without an additional estimator fee.
• The Client acknowledges that multiple simultaneous projects and urgent deadlines may require prioritization based on available working hours and project complexity.

6. Software and Client Responsibilities

Takeofix’s standard takeoff software is On-Screen Takeoff (OST) or PlanSwift.

If the Client requires another software platform, the Client must provide authorized software access, necessary licences, credentials, and any required training unless otherwise agreed in writing. Neither party is required to use unlicensed software.

The Client is responsible for:

• Providing complete, legible, and current drawings, specifications, addenda, revisions, and relevant project information.
• Identifying required trades, scope, units of measurement, measurement standards, exclusions, and preferred output formats.
• Communicating project priorities and requested deadlines clearly.
• Ensuring it has the legal right to provide drawings, documents, software access, and other materials to Takeofix.
• Reviewing and independently verifying deliverables before bidding, purchasing materials, entering contractual commitments, or commencing construction.
• Identifying any confidentiality, data-processing, or AI-use restrictions applicable to project documents before submitting them.

Takeofix may reasonably rely on the information supplied by the Client. Takeofix is not responsible for inaccuracies, omissions, inconsistencies, or concealed conditions in the supplied information that could not reasonably be identified from the materials provided.

7. Turnaround Times and Revisions

• After reviewing a project’s scope, drawings, complexity, and current workload, Takeofix will communicate a proposed turnaround time.
• A specific deadline is binding only when expressly accepted in writing by Takeofix.
• Takeofix will correct substantiated errors attributable to its own work without an additional fee, provided the Client reports them within a reasonable time after discovery and supplies sufficient information for review.
• New drawings, revised specifications, changes in scope, additional trades, or changes to the Client’s original instructions are not automatically errors. Such work will be accommodated within available capacity or may require a separately approved fee.
• The Client must notify Takeofix promptly of suspected errors and, where reasonably practicable, allow Takeofix a reasonable opportunity to investigate and correct the affected deliverable before commissioning replacement work.

8. Deliverables and Client Verification

• Takeofix prepares quantity takeoffs and related estimating materials based on the information available at the time of preparation.
• Deliverables are estimates derived from supplied documents. They are not guarantees of actual site quantities, final project costs, bid outcomes, or construction performance.
• Unless expressly agreed in writing, Takeofix does not independently verify physical site conditions, conduct site measurements, obtain supplier quotations, confirm current market prices, or certify compliance with all applicable codes and specifications.
• The Client is responsible for independently reviewing and verifying all quantities, assumptions, and deliverables before relying on them for bidding, procurement, or construction.
• The Client remains responsible for its own pricing, labour rates, markups, contingencies, contractual commitments, and business decisions.
• Takeofix does not guarantee error-free work, successful bids, or freedom from project losses.

9. Quality Review and Error Resolution

• Takeofix will exercise reasonable professional care in performing the agreed services.
• If the Client identifies a potential error, both parties will cooperate in good faith to determine whether it arose from Takeofix’s work, source documents, subsequent revisions, or the Client’s instructions.
• Where an error attributable to Takeofix is substantiated, Takeofix’s primary remedy obligation will be to review and correct the affected deliverable within a reasonable period without an additional charge.
• This correction procedure does not expand Takeofix’s liability beyond the limitations in these Terms, to the extent legally enforceable.

10. Confidentiality, Data Security and Artificial Intelligence Tools

Each party will protect the other party’s non-public business information, project documents, pricing, and other confidential information and use it only for purposes connected with the FTE services.

11. Ownership and Use of Work Product

• Upon full payment of all amounts due for the relevant services, the Client may use the final project-specific deliverables prepared for it for its internal business purposes and the relevant construction projects.
• Takeofix may retain copies of deliverables as reasonably necessary for business records, legal compliance, dispute resolution, or secure backups, subject to its confidentiality obligations.
• Takeofix retains ownership of its pre-existing and independently developed templates, methods, processes, tools, formats, and know-how. The Client may use such materials only as incorporated into the deliverables for its internal business purposes and may not separately reproduce, distribute, license, resell, or commercially exploit Takeofix’s underlying templates, methods, or tools.

12. Limitation of Liability

To the fullest extent permitted by applicable law:

• 12.1 Aggregate liability cap. Takeofix’s total aggregate liability arising out of or in connection with the FTE services or these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the total service fees paid or payable to Takeofix for the one-month period immediately preceding the event giving rise to the claim.
• 12.2 Excluded losses. Takeofix will not be liable for indirect, incidental, special, exemplary, punitive, or consequential losses, or for lost profits, lost revenue, lost contracts, lost business opportunities, bid losses, loss of anticipated savings, project delays, liquidated damages under the Client’s contracts, or costs arising from construction, procurement, rework, or third-party claims, except to the extent such losses cannot lawfully be excluded.
• 12.3 Client decisions and source information. Takeofix will not be liable for losses arising from the Client’s failure to review and verify deliverables, decisions made by the Client or third parties, inaccurate or incomplete source information, undisclosed revisions, site conditions not shown in supplied documents, or use of deliverables outside the agreed purpose, except to the extent liability is directly caused by conduct for which Takeofix cannot lawfully exclude liability.
• 12.4 Mitigation and notification. The Client must take reasonable steps to mitigate losses and, where practicable, promptly notify Takeofix of a claim and allow a reasonable opportunity to investigate and correct the affected work.
• 12.5 Mandatory exceptions. Nothing in these Terms excludes or limits liability to the extent prohibited by applicable law, including liability for fraud or wilful misconduct to the extent such liability cannot lawfully be limited.

These limitations apply collectively to claims arising from the same events and form an essential part of the commercial risk allocation between the parties.

13. Client-Supplied Materials and Indemnity

• The Client represents that it has the rights and permissions necessary to provide drawings, specifications, software access, and other materials to Takeofix for the agreed services.
• The Client will be responsible for third-party claims and reasonable associated costs to the extent they arise from the Client’s unlawful provision or unauthorized use of materials or software, or its breach of this representation.
• This obligation does not apply to the extent a claim is caused by Takeofix’s own unlawful conduct or breach of these Terms.
• Neither party may settle a claim in a manner that imposes an admission, payment obligation, or continuing obligation on the other party without that party’s prior written consent.

14. Term and Termination

• The FTE service will commence on the start date specified in the applicable Service Schedule and will continue on a month-to-month basis unless the parties agree otherwise in writing.
• Either party may terminate the engagement by giving at least one calendar month’s written notice. Fees remain payable during the applicable notice period.
• Either party may terminate the engagement by written notice if the other party materially breaches these Terms and fails to remedy the breach within 15 calendar days after receiving written notice describing the breach.
• A party may suspend performance or terminate sooner where permitted by applicable law, including where a breach cannot reasonably be remedied.

Upon termination:

• The Client must pay all fees and approved additional charges accrued through the effective termination date.
• Prepaid fees attributable to a period after the effective termination date will be refunded after final account settlement, less outstanding amounts lawfully due.
• Fees for services already provided are not automatically refundable.
• Upon reasonable request, each party will return or delete the other party’s confidential information within 30 days after termination, except information required to be retained by law or reasonably retained for business records, dispute resolution, or secure backups. Retained information remains subject to confidentiality obligations.
• Termination does not affect accrued rights or obligations or provisions intended by their nature to survive termination.

15. Independent Service Provider

• Takeofix provides the services as an independent service provider and not as the Client’s employee, partner, agent, or joint venturer.
• Takeofix manages its personnel and business operations, subject to the agreed service requirements.
• Neither party may bind the other party to a third-party obligation without written authorization.

16. Personnel Non-Solicitation

During the engagement and for 12 months after it ends, the Client will not knowingly solicit for direct employment or engagement the specific Takeofix personnel assigned to the Client through the FTE service without Takeofix’s prior written consent. This restriction does not apply where prohibited by applicable law or to general, non-targeted recruitment not directed at those personnel. It applies only to the extent legally enforceable.

17. Force Majeure

Neither party will be liable for delay or failure to perform to the extent caused by circumstances beyond its reasonable control, including natural disasters, widespread service outages, war, civil unrest, government restrictions, or major telecommunications failures. The affected party will notify the other party within a reasonable time and take reasonable steps to limit the impact. If the disruption continues for more than 30 consecutive days and materially prevents performance, either party may terminate the affected services by written notice. Fees for services already provided and applicable refunds of unused prepaid fees will be settled under Section 14.

18. Notices and Dispute Resolution

• Formal notices under these Terms must be sent by email to the relevant business email addresses used by the parties for the engagement, or to replacement addresses notified in writing.
• The parties will first attempt to resolve disputes through good-faith negotiations between authorized representatives. If a dispute remains unresolved 30 days after written notice, the parties will attempt mediation before commencing court proceedings, unless urgent legal relief is required or mediation is not reasonably available.
• These Terms are governed by and construed in accordance with the laws of India.
• Any dispute arising out of or in connection with these Terms will be subject to the jurisdiction of the competent courts in India, to the extent permitted by applicable law.

19. General Provisions

• These Terms, together with the applicable Service Schedule and any written variations agreed by both parties, constitute the agreement governing the FTE engagement and supersede prior discussions on the same subject.
• Any amendment must be agreed in writing by both parties.
• If a provision is found unenforceable, it will be modified to the minimum extent necessary where legally permitted, and the remaining provisions will continue in effect.
• Neither party may assign its rights or obligations under these Terms without the other party’s written consent, except to a successor in connection with a merger or sale of substantially all relevant business assets, where legally permitted and the successor assumes the applicable obligations.
• These Terms may be accepted electronically and in counterparts to the extent permitted by applicable law.