PowerForce

Step 1 of 3

Safety First

The information requested in this form is important to us to provide the best solution for your EV charging needs, but safety should always be the first priority. Please follow the tips below to ensure no injuries occur while completing this form.

Electrical Room

When entering an electrical room do a quick scan of the room. Make sure you maintain at least a 3-foot clearance from all electrical equipment.

Never open or remove any access covers on any electrical equipment.

If any exposed wires are present, leave the area immediately and do not return until the exposed wires have been addressed and or repaired by a qualified electrician.

Parking Area

When surveying a parking area or parking garage it is highly recommended to wear high visibility clothing or a safety vest.

Make sure you avoid any hazards that may be present such as potholes, bumper stops, speed bumps, etc.

Never assume that any driver sees you.

Be aware of persons who may be wandering the parking lot.

Avoid distractions like texting and talking on the phone while walking through the parking area.

Additional Information

The links and information below are intended to highlight key regulatory requirements for commercial charging projects. As part of your turnkey charging solution, Qmerit will work with you to ensure your project complies with all applicable regulations including managing all required permits

Americans with Disabilities Act (ADA) Requirements

National Electric Code (NEC 2017) Article 625

About the Permitting Process

1. Customer/Site Information

Work Order Number(Required)

PO Number(Required)

Company Name(Required)

Primary Contact Name(Required)

First Name Last Name

Primary Contact Phone Number(Required)

Primary Contact Email(Required)

Site Name(Required)

Site/Project Address(Required)

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

COMMERCIAL INSTALLATION TERMS AND CONDITIONS
These Commercial Terms and Conditions (the “Terms”) are in addition to the attached Installation Quote and related Work Order (the “Work Order”) between Qmerit Electrification, LLC and the entity identified in the Work Order as the Client (together with Qmerit, the “Parties”, each a “Party”). These Terms will become effective as of the date the Work Order is signed by Client (the “Effective Date”). By signing the Work Order or these Terms, the Parties hereto agree to be bound by the Work Order and these Term.

1. SERVICES. In addition to the details set forth in the Work Order, the following shall apply:
a. Identification of Certified Commercial Installer. Qmerit will identify one of its wholly-owned subsidiaries or another member of its network of Certified Commercial Installers to perform the services set forth in the Work Order (the “Work”). In the event a onsite inspection is required, the onsite inspection shall be provided by the Certified Commercial Installer and shall be scheduled by the Certified Commercial Installer and Client.
b. Site Conditions. If Qmerit or the Certified Commercial Installer must obtain access to other properties in the course of work, Client shall secure permission for such and hold harmless and indemnify Qmerit and the Certified Commercial Installer and its employees and agents against all actions and consequences arising or relating to the use of the said properties, including but not limited to damage done in the normal course of work, excluding negligence, and for securing said property and its contents during and after work.
c. Change Order Process. Either party may request changes to the Work Order by providing a written request for changes (a "Change Request") specifying the desired change with at least the same degree of detail as the original Work Order. Following Qmerit’s receipt of a Change Request from Client, Qmerit shall direct the Certified Commercial Installer to submit to Client a written response, outlining the tasks to be performed by each party, schedule and cost changes and any other items applicable to the Change Request (a "Change Response") within ten (10) business days. If the Change Request is initiated by Qmerit or the Certified Commercial Installer, the aforementioned details shall be included in the Change Request. If Client provides Qmerit with signed acceptance of the Change Response within ten (10) business days of its receipt, the Change Response will amend and become a part of the applicable Work Order. If Client fails to provide Qmerit with signed acceptance of the Change Response within ten (10) business days, the Change Response will be deemed rejected, and Qmerit will not have any responsibility to complete the portion of the work which was the subject of the Change Request.
d. Undetected Conditions. If conditions and/or circumstances are encountered at the project site which are concealed, pre-existing physical conditions (such as dry rot, defective wiring concealed inside walls, in underground conduit, etc.), or unknown physical conditions of an unusual nature, which differ materially from that which is visually ascertained, Client agrees such circumstances outside the control of Qmerit and further agrees to pay for any labor or materials, including repair to damaged equipment of caused by such conditions and/or circumstances.
e. Inspection and Final Acceptance. Qmerit will notify Client of the completion of the Work. Client will then determine within a reasonable timeframe thereafter whether the Certified Commercial Installer has completed the Work in accordance with the Work Order, in no event to exceed ten (10) business days.
f. Personnel and Performance. The Work may be provided by Certified Commercial Installer’s agents, third-party contractors and other staff (“Installer’s Personnel”); provided, however, that (A) the Certified Commercial Installer shall in any event remain liable for the performance of all of such Work; (B) Certified Commercial Installer shall ensure that all Installer Personnel are properly licensed and qualified to perform the work that they are engaged to perform; (C) that such Installer Personnel are prohibited from subcontracting its services hereunder to other persons, and; (D) all Installer Personnel are subject to obligations of confidentiality no less restrictive than the obligations contained herein. Certified Commercial Installer shall be responsible to ensure that all such Installer Personnel comply with the Work Order, any applicable additional specifications.

2. LIMITED WARRANTY; WARRANTY PROCEDURE; EXCLUSIONS
a. Warranty of Performance. Qmerit warrants that the Certified Commercial Installer’s materials and workmanship will be free from defects for one year after completion of the Work in accordance with the specifications set forth in the Work Order. Unless otherwise specified in writing, Certified Commercial Installer’s responsibilities under this warranty are limited to repairing or replacing defective parts and performing the services necessary to correct the defect, and in no case shall the warranty liability exceed the original cost of service. If Certified Commercial Installer is unable to repair the defects, Qmerit will engage another Certified Commercial Installer to correct the Work. In the event the Work is not corrected within a reasonable amount of time, Client will be entitled to a refund of the amount paid by Client with respect to the defective parts or labor. The warranty liability of Qmerit shall in no event exceed the refund of such amount. If Qmerit or the Certified Commercial Installer responds to a warranty call and it is determined that the cause of the non-conformance is other than the Certified Commercial Installer’s labor or materials, Qmerit will invoice Client for the fees and expenses incurred for the warranty call.
b. Limitations. This warranty does not cover faults caused by misuse, negligence, or damage, nor faults caused by acts outside of Qmerit’s control or outside of the control of Certified Commercial Installer, including but not limited to, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, sabotage, inability to obtain power, unavailability of materials or equipment, acts of terrorism, or earthquake. In the event that a manufacturer of any materials used as part of the Services offers a warranty, said manufacturer’s warranty shall negate and supersede any warranty from Qmerit.
c. Qualifications. The Work provided hereunder shall be performed by persons who are adequately skilled and shall be performed in compliance with any required licenses, permits and/or mandated insurance necessary for providing the Work as set forth in the Work Order. Certified Commercial Installer shall obtain at its own cost all licenses (including professional licenses), permits, certificates and authorizations necessary to perform the Work in all jurisdictions where any part of the Work is to be performed.
d. Manufacturer’s Warranties. If any goods or materials provided by the Certified Commercial Installer in the performance of the Work are warrantied by a third-party manufacturer, then the Certified Commercial Contractor shall transfer to Client all such warranties (and deliver all documents evidencing such warranties). Certified Commercial Installer makes no warranty on such goods and materials.
e. Notice of Warranty Claims. Client shall contact the Certified Commercial Installer within forty-eight (48) hours of discovery of any warranty claim. Failure of Client to do so notify the Certified Commercial Installer may result in further failure or other further malfunction or degradation. Therefore, neither Qmerit or the Certified Commercial Installer shall be liable for any warranty claims for which notice is received after forty-eight (48) hours of discovery of the warranty claim. Qmerit will respond with reasonable promptness, excluding holidays, and will dispatch the Certified Commercial Installer to inspect the conditions surrounding the warranty claim. Client agrees that upon discovery of any allegedly defective work, the Certified Commercial Installer will have the first opportunity to repair the allegedly defective work. The failure to allow the Certified Commercial Installer the first opportunity to repair the allegedly defective work shall void all warranties, express and implied hereunder. Neither Qmerit nor the Certified Commercial Installer is responsible for reimbursement for work performed by any other company or individual.
f. Exclusions. Qmerit’s estimates do not include, and Qmerit shall not be liable for, electrical or other damages relating to drywall, stucco, roof, asphalt, concrete, flooring, tile, windows, fixtures, plumbing, furniture, or personal property from defect or delay in responding to a warranty claim. Client must take reasonable steps to mitigate damages.
g. Pre-existing Conditions. Qmerit shall not be liable for problems caused by pre-existing electrical code violations nor by owner-provided equipment, fixtures or materials that are incomplete or faulty. Qmerit and Contractor shall not be liable to Client for any delay in performing Services or any loss, cost, or damage arising from such delay.
h. Concealed Conditions. Crimp-splice removal or other troubleshooting is based upon visual observation of the existing condition and is not meant to be technically exhaustive to cover past, present, or future electrical load usage, nor to imply that every component was inspected or that every possible defect was discovered. Any concealed component or condition of existing wiring is excluded from this warranty.
i. Suggested Remediation. If suggested options, recommendations or remediations for pre-existing conditions (for example, code violations or prior faulty work) are not remedied by the Client, and a failure is subsequently experienced as a result of such pre-existing conditions, Client agrees to defend, indemnify and otherwise hold Qmerit and Certified Commercial Installer harmless from any resulting damages.
j. Agency Requirements. Any additional utility or municipal agency requirements for overhead, trenching, underground conduit or wiring related to service upgrades is not included. Increased electrical load usage beyond control of Certified Commercial Installer that causes tripped circuit breakers or GFI’s or other problem(s) in circuit. Certified Commercial Installer will not perform any work or trade other than that which it is licensed. Unless otherwise stated, paint, plaster, wood, stucco, concrete, asphalt and landscaping restoration are the responsibilities of Client.
k. Pre-existing Hazardous Conditions. Neither Qmerit nor Certified Commercial Installer have any information with respect to asbestos or other hazardous materials or substances in any portion of the Client’s premises and neither have conducted any investigation in connection herewith. Certified Commercial Installers do not perform asbestos or other hazardous materials or substance removal and shall have no responsibility whatsoever. Client expressly releases both Qmerit and the Certified Commercial Installer from any liability whatsoever and for any claims arising out of its presence, release, remediation or removal and for any costs, losses or damages Client may suffer or sustain if any hazardous materials are found to exist on the Client’s property, or if, in order to obtain a building permit for the Work, any remediation action or work, including investigation is required to be performed on the Client’s premises concerning asbestos or other hazardous materials or substances. In the event such hazardous substances are discovered, all work by Certified Commercial Installer will cease until such time as Client has, at Client’s expense, caused said asbestos or other hazardous materials or substances to be removed in compliance with all applicable laws relating thereto.
l. Limited Warranty. THESE EXPRESS WARRANTIES AND EXCLUSIONS ARE GIVEN BY QMERIT AND CONTRACTOR AND ACCEPTED BY CLIENT IN LIEU OF ANY AND ALL OTHER REMEDIES, IMPLIED WARRANTIES, AND GUARANTEES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTEES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

3. PERMITS. The Certified Commercial Installer will work with Client to assist in applying for and obtaining permits required by state, county or municipal authorities. Access to the premises for an agent of such authorities must be provided by Client within a reasonable time of any request. Should reasonable access not be provided, it may result in additional charges to the Client. Notwithstanding Certified Commercial Installer’s assistance, Client remains liable to ensure permits have been issued and any inspections completed, and Qmerit will invoice Client for the permitting fees. If at any time the administrative authority asks for additional work not related to the original Work Order, the additional work is the responsibility of the Client. Qmerit will present a change order for the additional work along with the fees to complete the additional work. All notices related to work performed by Certified Commercial Installer which are sent to the Client or the premises owner must be forwarded to Qmerit and Certified Commercial Installer as soon as possible.

4. TERM. The Term shall run concurrently with the time that any Work Order is in effect. Either party may terminate these Terms or any specific Work Order in the event the other party breaches a material provision of this Term or the Work Order and does not cure such breach within fifteen (15) days’ written notice; provided, however, that any failure to pay Qmerit shall allow Qmerit to terminate these Terms or suspend the Work on five (5) days’ written notice. Either party may terminate a Work Order for convenience on thirty (30) days’ written notice. In the event of such termination, Qmerit shall invoice Client for the costs of all labor, materials, reasonable profit and overhead. In the event of cancellation by Client after contract has been signed, Qmerit is entitled to a minimum fee of 10% or $1,000, whichever is less. In the event of cancellation by Client after the Work has commenced, Qmerit is entitled to 10% or payment for all work performed, whichever is more.

5. PRICING, INVOICING AND PAYMENT.
a. Fees. The Fees to be paid to Qmerit are set forth in the Work Order.
i. If a Work Order is priced as a NOT TO EXCEED, the price includes Materials and Labor. Permit Fees, Engineering and other items that are in addition to the Not to Exceed price, if required, will be specified in the proposal.
ii. If job is priced as TIME AND MATERIAL, the price will be based upon time spent (multiplied by an agreed-upon hourly rate per service provider), plus the cost of materials, and any other related job expenses.
iii. Mobilization fee and/or progress payments for the work described herein this Agreement shall be immediately due and payable to Qmerit upon completion of the work. Remaining balance payments are Net 30.
iv. No deduction shall be made from payments due to on account of penalty, liquidated damages, back-charges, for alleged defective work, or other sums withheld from payments to other contractors or on account of the cost of charges or defects in the work. Furthermore, Customer agrees and recognizes that payment when due is an express condition precedent to Contractor continuing work as herein described in this Agreement. Customer recognized that the failure to pay for services when due shall entitle Contractor to terminate work immediately. In the event that Contractor terminates work for non-payment as herein described, Qmerit and Contractor shall be entitled to all of its reasonable expenses including, but not limited to, cost of labor, materials, a reasonable allowance for overhead and profit, and all other compensation as allowed by law.
b. Invoicing. Payment for the work described herein shall be immediately due and payable to Qmerit upon completion of the Work. Payment shall be made by either check or ACH in accordance with the information provided on the invoice.
c. Late Payments. Qmerit will provide written notice to Client in the event that undisputed amounts are not paid within thirty (30) days, after which time interest shall begin to accrue at a rate of two percent (2%) per month. In case of default, reasonable attorney’s fees and/or other collection costs incurred by the other party will be paid by the defaulting party, in addition to other amounts due.
d. Taxes. Qmerit will withholding and/or pay, as required by law, all federal, state and local taxes imposed on it or its employees due to its performance under this Agreement. Notwithstanding the foregoing, taxes or similar liabilities chargeable against the income or gross receipts of a Party shall be paid by that Party.

6. CONFIDENTIAL INFORMATION.
a. Each Party may be exposed to certain Confidential Information (defined below) of the other Party. Each Party on its own behalf and on behalf of its employees, affiliates, contractors, actual or potential investors and lenders (collectively, “Representatives”) shall not, except as required by applicable law or regulation, use or disclose such Confidential Information without the prior written consent of the other Party, either during or after the Term. To protect Confidential Information, each Party agrees to: (i) limit dissemination of Confidential Information to only those Representatives having a “need to know”; (ii) advise each Representative who receives Confidential Information of the confidential nature of such information; and (iii) have appropriate agreements, policies and/or procedures in place with such Representatives sufficient to enable compliance with the confidentiality obligations contained herein.
b. The term “Confidential Information” means all information, including, without limitation, any trade secrets, which is disclosed, either orally or in written form, by either Party or its Representatives and shall be deemed to include: (a) any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by either Party or its Representatives which contain, reflect or are based upon, in whole or in part, any Confidential Information furnished to a receiving Party or its Representatives pursuant hereto; and (b) the existence or status of, and any information concerning the business relationship. Neither Party shall disclose any information regarding its relationship with the other Party to any third party other than a third party to whom legal and/or tax information must be disclosed.
c. The parties will not disclose the existence, terms and conditions of this Agreement to anyone other than their respective attorneys, accountants and other professional advisors with a need to know such information, except as required by applicable law or regulation or by operation of law, provided that each party may disclose only such information as is legally required, and provided further that each party shall provide the other with reasonable notice of such requirement and a reasonable opportunity to object to such disclosure.
d. Client acknowledges that Qmerit does not disclose to any third party the identity of those licensed electrical contractors who are part of its electrification installation network unless such disclosure is absolutely necessary for a business purpose related to the Work. As a result, Qmerit takes heightened care to maintain the secrecy of those licensed electrical contractors whom Qmerit has invested time and money to vet and certify to be designated as Certified Commercial Installers under a host of customer programs. The identity and training of the Certified Commercial Installers constitutes a valuable trade secret of Qmerit which gives it a significant competitive advantage in the market, and Client acknowledges that it would not normally have access to the identity of such Certified Installers but for the business requirements set forth in this Agreement. Client agrees (a) to maintain the secrecy of the identity of each Certified Installer which is identified in the process of performing the Work under this Agreement, (b) not to disclose such information to any third party, and (c) to the maximum extent allowable by law, not to directly or indirectly solicit nor engage any Certified Commercial Installer to which Client was first introduced through Qmerit except through Qmerit as contemplated by this Agreement. In the event of any violation of this clause by Client or by any of its agents, employees or affiliates, Qmerit shall have the right, in addition to all other rights and remedies, including its equitable remedies, to terminate this Agreement.

7. INTELLECTUAL PROPERTY RIGHTS.
a. Qmerit Platform. The pre-existing ideas, concepts, methodologies, processes, inventions and tools (including computer hardware and software as applicable) that Qmerit uses, together with the methods and techniques that Qmerit uses to administer the Work under these Terms shall remain the property of Qmerit, and no rights, title or interest in the Qmerit Platform shall pass to Client except for a license to utilize the Platform which may be set forth in the Work Order.
b. Client Data. All data, including software programs, drawings, prints, specifications, reports, designs, documentation, and other information furnished by Client in connection with or arising out of the Work to which Qmerit or a Certified Commercial Installer may have access, shall be and remain the sole property of Client.

8. INDEMNIFICATION.
a. Qmerit shall indemnify and defend, Client, its affiliates, and their respective agents, officers, directors, employees, subcontractors and representatives (each, an “Client Indemnified Party”) from and against any and all Losses of Client Indemnified Parties to the extent caused by, arising out of, or resulting from (a) a violation of any applicable law or permit by Qmerit, a Certified Commercial Installer, or their respective affiliates agents, employees, vendors or subcontractors (“Qmerit Personnel”); (b) the negligence or willful misconduct of Qmerit in connection with these Terms or any Work Order; or (c) breach of Qmerit’s covenants, representations, obligations, or warranties contained in this Agreement. As used herein, “Losses” means any and all documented claims, judgments, demands, damages, fines, losses, liabilities, interest, awards, penalties, causes of action, litigation, lawsuits, administrative proceedings, administrative investigations, reasonable costs and expenses, including reasonable attorneys’ fees, court costs and other reasonable costs of suit, arbitration, dispute resolution or other similar proceedings in which the Parties’ rights are being adjudicated (including without limitation any amounts payable by either Party to the other Party as damages under these Terms). The indemnification contained herein survives termination of these Terms for a period not to exceed two (2) years following the completion of the Work.
b. Client shall indemnify and defend, Qmerit, the Certified Commercial Installer, their affiliates, and their respective agents, officers, directors, employees, subcontractors and representatives (each, a “Qmerit Indemnified Party”) from and against any and all Losses of Qmerit Indemnified Parties to the extent caused by, arising out of, or resulting from (a) a violation of any applicable law or permit by Client or its respective affiliates agents, employees, vendors or subcontractors (“Client Personnel”); (b) the negligence or willful misconduct of Client Personnel in connection with these Terms or any Work Order, including any claim related to work performed by any third party under contract with Client; or (c) breach of Client’s covenants, representations, obligations, or warranties contained these terms. The indemnification contained herein survives termination of these Terms for a period not to exceed two (2) years following the completion of the Work.
c. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT OR ANY STATEMENT OF WORK FOR ANY SPECIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABILE UNDER THIS AGREEMENT OR ANY STATEMENT OF WORK FOR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID TO QMERIT BY CLIENT; PROVIDED THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO DAMAGES FOR BODILY INJURY, DEATH OR PROPERTY DAMAGE CAUSED BY QMERIT, WHICH SHALL IN NO EVENT EXCEED $1,000,000.

9. INSURANCE. Qmerit shall maintain during the Term, at its own expense: (i) a comprehensive or Commercial General Liability policy including contractual liability products/completed operation and broad form property damage coverage, affording protection on an occurrence basis for claims arising out of bodily injury, death, and property damage, and having limits of not less than; a combined single limit of $1,000,000.00 per occurrence with a $2,000,000.00 aggregate limit of liability; (ii) Worker’s Compensation insurance as required by the laws of state where the services will be performed and Employer’s Liability Insurance with a $1,000,000.00 per occurrence limit; (iii) Commercial Automobile Liability Insurance - bodily injury and property damage combined single limit of $1,000,000; and (iv) an Excess Liability with a minimum coverage limit of $5,000,000 per occurrence. Such insurance shall name Client as an additional insured and may not be canceled or changed without at least thirty (30) days prior written notice to Client. Prior to the commencement of the Work, Qmerit shall provide a certificate of insurance to Client evidencing these requirements and shall provide updated certificates as applicable. Certified Commercial Installers shall carry their own separate insurance in the coverage amounts and types set forth in subsections (i) to (iii) above. Certified Commercial Installers may carry additional limits as specified in the Work Order.

10. NOTICE. Any notices required or permitted hereunder by either Party to the other Party shall be given in writing to the address provided above by: (i) personal delivery; (ii) bonded courier or nationally recognized overnight delivery company; or (iii) electronic mail. If notice is given by personal delivery, bonded courier or nationally recognized overnight delivery company.

11. FORCE MAJEURE. Qmerit and Certified Commercial Installer shall not be liable to Client for any delay in performing Services or any loss, cost, or damage arising therefrom, or Qmerit’s or contractor inability to furnish Services, caused by any force majeure occurrence, including, but not limited to, acts of God; compliance with any order, decree, or request of any governmental authority; civil unrest; sabotage; fire; flood; explosion; pandemics; accident; delays in transportation; strike; inability to obtain necessary material or equipment from normal sources of supply; failure or unavailability of adequate sewer, water, electricity, gas or any utility services, interference by Client, the failure of Client to perform Client’s responsibilities under the Terms and Conditions, or any cause not within the control of Qmerit or Certified Commercial Installer and which, by the exercise of reasonable diligence, Qmerit or Certified Commercial Installer are unable to prevent. Upon the occurrence of any such delay, any estimated time for completion of the Services shall be extended for a period of time reasonably necessary to complete the Services, considering the nature of such occurrence.

12. NON-SOLICITATION. To protect the integrity of the relationship between the parties, during the term of this Agreement, the parties shall not solicit for employment, for subcontractor, nor employ or engage the services of any contractor of the other party (which includes any Certified Contractor introduced to Client by Qmerit) without the prior written consent of the other party. This provision shall not restrict general advertisements of employment to any employee or contractor where, on that employee’s or contractor’s own initiative, such responds to a general advertisement or seeks employment or a contracting relationship under such circumstances. The parties recognize that breach of this paragraph will result in loss or damage to the other party that will be difficult to quantify with precision and that liquidated damages are appropriate in the event of a breach of this paragraph. Accordingly, the parties agree that Seventy-Five Thousand Dollars ($75,000) is a fair and reasonable estimate of actual damages for a breach of this paragraph, approximating the cost of recruiting, vetting, and training such personnel or Certified Contractors. The breaching party shall pay such liquidated damages amount to the other party within thirty (30) days from the date of the corresponding invoice. It is the intention of the parties that the covenants set forth in this bullet shall be fully enforceable as set forth herein. To the extent that any court of competent jurisdiction finds that any such covenant is unenforceable by reason of its duration or scope, the parties hereto agree that it shall be enforced insofar as it may be enforced within the limits of the law of that jurisdiction, and that this Agreement shall be unaffected elsewhere.

13. RELATIONSHIP OF THE PARTIES. The relationship between Qmerit and Client is non-exclusive. Qmerit is retained by Client only for the purposes and to the extent set forth in these Terms and the Scope of Services, and Qmerit’s relationship to Client is that of an independent contractor during the period or periods these Terms are in effect. Neither Party’s personnel will act as or represent itself as being an agent or employee of the other Party, or have any authority, express or implied, to assume or create any obligation on behalf of or to bind the other Party in any way whatsoever.

14. ORDER OF PRECEDENCE. In case of conflict or incompatibility among the documents, these Terms shall prevail and take precedent followed by any or all Scopes of Work executed pursuant hereto, then followed by any approved additional terms and conditions attached hereto in such order.

15. NO ADDITIONAL TERMS. No additional terms or conditions may be added to this Agreement, or any Work Order, unless such have been approved and agreed to in a signed writing by Qmerit. Qmerit expressly disclaims any acceptance of or submission to any additional terms provided or issued by Client, regardless of form or presentation, such as those contained in any quotes, purchase orders or invoices.

16. COMPLIANCE WITH APPLICABLE LAW. Qmerit shall not violate any applicable federal, state and local laws, ordinances, permits, or regulations, including but not limited to the Anti-Kickback Act of 1986 and the Equal Opportunity Employment Act.

17. MISCELLANEOUS.
a. Severability. If any provision or provisions of these Terms shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the unaffected provisions shall not in any way be affected or impaired.
b. Entire Agreement. These Terms, any executed Scopes of Work, and other attachments hereto constitute the complete and exclusive statement of the agreement between the parties as to the subject matter hereof, superseding all proposals other agreements or oral, written or all other communications between the parties related to the subject matter of these Terms. These Terms may only be modified in writing and signed by an authorized representative of both parties.
c. Choice of Law. These Terms shall be governed by and construed and enforced in accordance with the laws of the state of California, without giving effect to choice of law rules. Any disputes, actions, claims or causes of action arising out of or in connection with these Terms or the Work performed will be filed in the state or federal courts located in Orange County, California; provided, however, that in the event of any action initiated by a third-party against either party, a cross-complaint by one party against the other may be brought in the venue in which the third-party has filed suit. Both parties’ consent to personal jurisdiction in the foregoing venues. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES KNOWINGLY AND WILLINGLY EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE, INCLUDING ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF
d. Waiver. A waiver of a breach or default under these Terms shall not be a waiver of any other or subsequent breach or default. The failure or delay by either party in enforcing compliance with any term or condition of these Terms shall not constitute a waiver of such term or condition unless such term or condition is expressly waived in writing and executed by the parties. No prior transactions or business dealings between the parties shall be deemed to establish any custom, waive usage or modify any provision hereof.
e. Headings. Headings contained in these Terms are for reference purposes only and do not constitute part of these Terms.
f. Remedies. Remedies shall be cumulative and in addition to other remedies provided in law or equity.
g. Binding Nature. These Terms shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.
h. Assignment. These Terms, including Qmerit’s rights, duties, and obligations under these Terms, are not transferable, delegable or assignable by Qmerit without the prior written consent of Client, which consent shall not be unreasonably withheld.
i. Compliance with Laws. Each Party will perform its obligations under these Terms in compliance with all applicable federal, state, and local laws, ordinances, rules and regulations. Each Party is solely responsible for the cost of obtaining any necessary licenses, permits, insurances, pay all fees, and other required charges.
j. Audit Rights. During the term of this Agreement, and for a period of three (3) years thereafter, Qmerit will keep complete and accurate books and records sufficient to verify compliance or non-compliance with all provisions of these Terms. Qmerit will, upon at least thirty (30) days prior written request by Client, allow Client or its representative to audit such books and records at Qmerit’s premises. Only books and records directly applicable to the Work performed pursuant to these Terms shall be available for such examination and/or copying. Client agrees that any information learned by or disclosed to it or its auditor in connection with such audit is Confidential Information of Qmerit.
k. Authority. Each Party warrants and represents to the other Party that it has the legal rights and power to extend the rights and licenses granted to the other in these Terms, and the full right to enter into these Terms and to fully perform its obligations hereunder and under any Work Order.

I agree to the Terms of Service

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