Terms and Conditions
All The Cool Legal Stuff You Need to Read
The following Terms and Conditions are part of and incorporated into each and every order placed with NFROnDemand. These Terms and Conditions constitute and establish the legal agreement of each and every order placed with NFROnDemand. By utilizing the services of and by placing an order or orders with same, the undersigned for him or herself and for his or her principal consents to the terms and conditions of same.
• Scope of Services and Prices
The website for NFROnDemand contains a listing of the services then currently being offered by NFROnDemand. Client may choose from said listing those services which Client wishes to purchase. Said services shall be referred to as Selected Services. The order for Selected Services (hereinafter Work Order) must be placed in accordance with the instructions on the website. NFROnDemand shall not be responsible for any order not placed in accordance with the instructions on the website.
NFROnDemand is a service of National Field Representatives Inc., a corporation duly organized and existing under the laws of the State of New Hampshire. Client warrants that it is a duly organized and existing business entity liable for its debts as they are incurred.
Client shall pre-pay for the Selected Service(s). Upon NFROnDemand’s receipt and acceptance of a Work Order for the Selected Services, and receipt of payment for same in good funds, NFROnDemand will use reasonable efforts to procure the Selected Services. The price for each of the Selected Service(s) is established by the price posted on its website, and is fixed and non-negotiable. Additional Services must be requested via separate Work Order(s). Client acknowledges that NFROnDemand contracts with Independent Contractors to perform the Selected Services. NFROnDemand may decline, refuse or terminate any Work Order at any time, and shall not be liable for same.
2. Cancellation of Services:
In the event Client requests in writing cancellation of any or all of the Selected Services on a pending Work Order, NFROnDemand will use reasonable efforts to cancel those Selected Services; however, NFROnDemand does not guarantee such cancellation. In such event, Client shall remain liable for the posted price for any Selected Service(s) completed or begun prior to the Independent Contactor’s receipt of said cancellation, and its acknowledgement of same. In addition, for those Selected Services that are effectively cancelled, Client shall be responsible for any and all reasonable costs incurred by NFROnDemand and/or any Independent Contractor to mobilize or prepare to perform that/those Selected Service(s), and all reasonable costs related to processing Client’s Work Order. In addition, Client shall pay to NFROnDemand a cancellation fee of $45.00 for the cancelled Selected Services. The $45.00 cancellation fee can go towards a "Bid" Order that will generate a bid to complete the work needed to be done at the property. This Bid Order is a "No Obligation" service. The client is not obligated to select NFROnDemand to perform work on the bid.
3. Representations and Warranties:
Client represents and warrants that Client has the legal right(s), title and authority to order the procurement of, and to direct all Selected Services to be performed at the location(s) designated by Client. In addition Client represents and warrants that: (a) its entering into an agreement for the Selected Services included in the Work Order has been authorized by all necessary corporate action(s) of Client as required by law; (b) that said Work Order does not violate the terms of any law, regulation, or court order to which Client is subject, or the terms of any material agreement to which Client or any of its assets may be subject; and (c) said Work Order is not subject to the consent or approval of any third party; (d) submission of a Work Order creates a valid, binding and enforceable obligation of Client enforceable in accordance with its terms. Further, the individual signing on behalf of the Client personally individually warrants and represents that he or she is duly authorized by Client to obligate and bind Client in accordance with the terms hereof. All of these warranties and representations shall survive performance of the Selected Services and the termination of any and all agreements. Client and the individual executing the Work Order shall indemnify and hold harmless NFROnDemand and/or National Field Representatives Inc. for any and all cost, fee, judgment or liability incurred by the indemnified party as a result of Client not having the authority to order Selected Services at the subject site, for breach of any warranty or representation hereunder, and/or as a result of Client not having the authority to execute or deliver Work Order and/or erroneously identifying an incorrect parcel as the situs of Selected Services, and for each and every other actual or alleged breach of the terms hereof and/or the warranties and representations hereof. Client acknowledges that NFROndemand is and will continue to rely upon these warranties and representations.
4. Confidential and Proprietary Information:
“Confidential Information” means all Proprietary Information (as defined below), all “non-public personal information” provided in connection with the Work Order, as such term is defined under Title V of the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138), as it may be amended from time to time, the regulations promulgated thereunder or other applicable law, collectively “Privacy Laws,” and all data, trade secrets, business information and other confidential or proprietary information to which either party may gain access in connection with the Work Order.
Each of the Parties on behalf of itself and its employees, officers, directors, affiliates and agents, agrees that all Confidential Information shall be held in confidence to the same extent and using at least the same degree of care as each party uses to protect its own confidential or proprietary information but in no event less than reasonable care. Neither party shall disclose in any fashion, publish, release, transfer, or otherwise make available Confidential Information to, or for the use or benefit of, any other person or entity. Each party, however, will be permitted to disclose relevant aspects of the Confidential Information: (a) to its officers, directors, agents, subcontractors, and employees, and to third parties to the extent necessary to perform the Selected Services, if Client requires such person or entity to agree to the confidentiality obligations here of; and (b) as required by law provided that, prior to any disclosure, the party subject to the requirement shall (i) notify the other party of any legal obligation of disclosure immediately, and (ii) cooperate with the other party’s lawful efforts to lawfully resist, limit or delay disclosure. If applicable law now or hereafter in effect were to impose a higher standard of confidentiality to such Confidential Information, then such standard shall prevail over the provisions of this section.
Nothing in this Section 4 shall prohibit or limit either party’s use of Confidential Information otherwise legally acquired or developed through no breach of the terms herein. In the event of any breach of the obligations under this section, the Parties each acknowledge and agrees that the non-disclosing party would have no adequate remedy at law and that in addition to such other available equitable remedies , the nondisclosing party shall be entitled to injunctive relief without opposition. The provisions of this section shall survive indefinitely.
In addition to and not in limitation of the indemnification rights and obligations identified above, Client shall indemnify, defend and hold harmless NFROnDemand and National Field Representatives Inc. and each of its respective officers, directors, employees, agents, successors and assigns from all claims, lawsuits, fines, penalties, or liabilities to a third party for damages, injuries, losses, expenses, including reasonable attorney’s fees and costs of any kind whatsoever (“Losses”) incurred in the defense, arising out of or related to (a) actual and/or alleged non-compliance by Client with any term, or Client’s actual or alleged breach of any warranty or representation set forth herein; (b) the negligent, reckless, willful or fraudulent acts or omissions by Client or its employees, officers, directors, agents, contractors or representatives; (c) any infringement of the proprietary rights of any third party by Client or its employees, officers, directors, agents, contractors or representatives; (d) the reliance by NFR upon inaccurate information furnished by Client; or (e) the reliance by NFROnDemand upon the legal right of Client to request the Services for the subject property. The indemnity provided herein shall survive for the longer of the applicable statutes of limitations or repose for any such claim or indefinitely to the extent liability associated with such claim may be subject to indemnification and/or defense pursuant to available coverage of an insurance policy.
• Client may not assign any of the rights or obligations under this Agreement or Work Order without the prior written consent of NFROnDemand which consent may be granted or withheld in NFROnDemand's sole discretion. The Work Order shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns.
• NFROnDemand shall not be liable for damages arising out of causes beyond its reasonable control including, but not limited to, Acts of God or public enemy, acts of Government, fires, floods, epidemics or pandemics, strikes, labor or material disturbances or freight embargoes, or due to matters due to Impracticability, Impossibility or Force Majeure .
• This agreement and the Work Order and the procurement by NFROnDemand, and the provision of Selected Services by any of its Independent Contractors, shall be governed by, and construed in accordance with, the laws of the State of New Hampshire, and each party hereby submits to the venue and jurisdiction of its courts.
• If any provision of this agreement and/or the Work Order shall be held invalid for any reason, then such provision shall be severed from its remaining provisions which shall remain in full force and effect.
• CLIENT EXPRESSLY ACKNOWLDGES AND REPRESENTS AND WARRANTS THAT IT HAS READ THE TERMS AND CONDITIONS SET FORTH HEREIN AND UNDERSTANDS AND CONSENTS TO THE RIGHTS, OBLIGATIONS ARISING FROM THE TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO USE, ACCESS AND/OR REQUEST SERVICES VIA NFRONDEMAND.COM, CLIENT EXPRESSLY CONSENTS TO BE BOUND BY THE FINANCIAL OBLIGATIONS AND TERMS AND WITH CONDITIONS SET FORTH HEREIN, AS NFRONDEMAND MAY AMEND FROM TIME TO TIME.