Terms and Conditions

Licensed Bonded Insured CONST. LIC. # EASTSEL772BJ

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GENERAL TERMS AND CONDITIONS – Eastside Exterminators LLC

1 Application of these Conditions

1.1 These General Terms and Conditions – Eastside Exterminators LLC (these “Conditions”) may be incorporated into all contracts for pest control or other services made by Eastside Exterminators LLC

1.2 In the event of any inconsistency between Customer’s contract(s) with Eastside Exterminators LLC and these Conditions, the terms and conditions of these Conditions will control.

1.3 Certain capitalized terms are defined in §15.

2 Inspection and preparatory Pest Control

2.1 Prior to the commencement of any services to be provided under the Agreement, Eastside Exterminators LLC may, at its option, inspect the property in order to make a risk assessment.

2.2 Based on the results of the inspection mentioned above in section 2.1, Eastside Exterminators LLC may carry out preparatory Pest Control on the terms and conditions mutually agreed upon by the Parties. If the Customer does not agree to the preparatory Pest Control which Eastside Exterminators LLC determines are necessary to provide the services, Eastside Exterminators LLC may, at its option, cancel the Agreement with no further obligation to Customer.

3 Contract Period and Renewal

3.1 Residential agreements are recommended for 12 months to ensure all seasonal coverage.
Commercial customers service contracts are one year from the effective date of the agreement and after 12 months of continuous service the contractual obligation will be month-to-month unless mutually agreed to otherwise

3.2 Cancellation of service requires 30-day notice in writing.

4 Commencement of the Agreement

4.1 The Agreement will take place on the date the first annual fee is paid in accordance with section 5.1 below.

5 Fees and charges

5.1 Residential customers agree to pay the monthly fee as set out in the agreement. Monthly fees will be charged on the 1st or 15th of each month per the signed service agreement.
Commercial Business customers will be billed as a standard of net 30 days unless agreed to otherwise.

5.2 EE LLC may increase the monthly fee after the initial 12-month contract is complete.

5.3 EE LLC reserves the right to, in addition to the initial and monthly fee, charge the Customer for EE LLC’s performance of additional services (such as expedited service, technical service, and troubleshooting), in each case as such additional services are mutually agreed by the Customer and EE LLC

5.4 In the event of a late payment a penalty interest in arrears will apply at LIBOR plus 3% (not to exceed the maximum interest rate allowable by applicable law and regulation).

6 Changes to the Agreement

6.1 Eastside Exterminators LLC may from time to time modify the terms of the Agreement, including these Conditions. Any such change will not be effective against Customer unless Eastside Exterminators LLC notifies Customer in writing of such potential changes no later than one (1) month prior to the proposed effective date of the change.

6.2 Notwithstanding the foregoing, with respect to any change to the Agreement reasonably required in order to comply with applicable law and regulation or reasonably necessary in order to provide the services, Eastside Exterminators LLC shall give notice to Customer as soon as practicable under the circumstances, which notice must specify the effective date of the proposed change.

6.3 If the Customer does not accept the changes, the Customer may, at its option, terminate the Agreement by delivering a written request for termination to Eastside Exterminators LLC not later than ten (10) days after the Customer’s receipt of Eastside Exterminators LLC notification of the changes.

7 Eastside Exterminators LLC’s obligations

7.1 Eastside Exterminators LLC will perform Pest Control at the Object. The method of Pest Control will be determined by Eastside Exterminators LLC on a case-by-case basis with attention to human welfare, environmental aspects and such other factors as Eastside Exterminators LLC determines to be appropriate. If the Agreement includes Pest Control of Movables objects, the Customer shall be responsible for all reasonable and documented costs incurred by Eastside Exterminators LLC for transporting or moving the objects.

7.2 Eastside Exterminators LLC shall use commercially reasonable efforts to mitigate any risks related to the working environment at the Object.

7.3 Eastside Exterminators LLC will provide documentation regarding inspections, proposals for measures, reading protocols etc. related to the Agreement. The Customer may use such documentation in the course of the Customer’s business. The documentation is provided for the Customer’s reliance only and Eastside Exterminators LLC provides the documentation on the condition that no third party is entitled to rely on the content of the documentation.

7.4 Other than mounting and dismounting of Eastside Exterminators LLC Equipment, Eastside Exterminators LLC will not be responsible for construction or alteration of any Buildings in connection with providing the services unless explicitly agreed upon in the Agreement.

7.5 Eastside Exterminators LLC’s obligations do not include professional food handling unless explicitly agreed upon in the Agreement

7.6 Eastside Exterminators LLC’s obligations do not include Pest Control of Movables and/or Goods unless explicitly agreed upon in the Agreement, and in any event subject to the provisions in section 7.1.

7.7 Eastside Exterminators LLC’s will perform the services during the normal operational hours of Eastside Exterminators LLC’s, unless explicitly agreed otherwise in the Agreement.

8 The Customer’s obligations

8.1 Grant Eastside Exterminators LLC access to the contracted location(s) in accordance with Eastside Exterminators LLC’s instructions.

8.2 Provide any equipment reasonably requested by Eastside Exterminators LLC for access to the location. This includes, but is not limited to, ladders and sky lifts.

8.3 Perform any agreed upon preparations, prior to Pest Control, in accordance with Eastside Exterminators LLC’s instructions.

8.4 Notify Eastside Exterminators LLC of any particular conditions related to the location. This includes, but is not limited to, any sensitive or restricted areas as well as any restrictions related to the access to these areas and/or other parts of the Object. To the extent necessary, the Customer shall provide Eastside Exterminators LLC with any special equipment or similar which is needed to access all or part of the service location.

8.5 Immediately notify Eastside Exterminators LLC if the Customer becomes aware that any of Eastside Exterminators LLC’s Equipment, including electronic traps and monitoring devices, signage, or control stations, has been damaged, moved, improperly used, or otherwise harmed or mishandled; and

8.6 Immediately notify Eastside Exterminators LLC if the Customer suspects or becomes aware of any circumstances or events related to the Agreement which may adversely affect any Party’s ability to fulfil its obligations under the Agreement.

8.7 The Customer shall comply with the applicable working environment legislation with respect to the Object. In addition, the Customer must, regardless of whether this is required by the applicable working environment legislation or not, create a safe working environment for Eastside Exterminators LLC’s staff. This includes an obligation for the Customer to provide information and otherwise take any necessary measures, to create a safe working environment for Eastside Exterminators LLC’s staff.

8.8 The Customer shall be responsible for any restoration of Buildings following the contracted work performed

9 Equipment; Data; Intellectual Property Rights

9.1 Eastside Exterminators LLC’s Equipment remains the property of Eastside Exterminators LLC unless explicitly agreed otherwise in the Agreement.

9.2 The Customer shall be responsible for safeguarding Eastside Exterminators LLC’s Equipment. Without limiting the foregoing, the Customer shall reimburse Eastside Exterminators LLC for the cost of any Eastside Exterminators LLC’s Equipment which is damaged, lost or destroyed as a result of the Customer’s actions or omissions.

9.3 Eastside Exterminators LLC is entitled to enter the location and repossess Eastside Exterminators LLC’s Equipment upon the expiration, cancellation or termination of the Agreement.

9.4 The Customer, at its own cost, shall be responsible for disposing of the Customers’ existing hardware products that have been abandoned in a manner which is environmentally friendly and consistent with applicable law and regulation.

9.5 Some Eastside Exterminators LLC’s Equipment have an integrated system where Data (including information regarding the use and performance of the Eastside Exterminators LLC’s Equipment, such as but not limited to equipment failures, observations of equipment performance, measurement data, sensor levels) is stored automatically. Such Eastside Exterminators LLC’s Equipment may digitally send, upload, communicate or transmit Data to Eastside Exterminators LLC for use by Eastside Exterminators LLC in accordance with this section 9.5. All Data relating to the Service is owned by Eastside Exterminators LLC. Eastside Exterminators LLC may use Data for any purpose including but not limited to provide and manage the Service, statistical purposes, development of the Service, Eastside Exterminators LLC’s Equipment and other Eastside Exterminators LLC products or services, research and marketing. To the extent that personal data of Customer’s users is included in the Data, Eastside Exterminators LLC will not share or disclose personally-identifying information of Customer’s users except as required to provide the Service and to comply with applicable laws.

9.6 All Intellectual Property Rights in, the Service, Data and/or Eastside Exterminators LLC’s Equipment is and remains the property of the Eastside Exterminators LLC (and its licensors). If the Customer provides Eastside Exterminators LLC with ideas, comments or suggestions relating to the Service and/or Eastside Exterminators LLC’s Equipment all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, services, methods, enhancements, modifications or derivative works), are owned solely by Eastside Exterminators LLC and Eastside Exterminators LLC may use or disclose the feedback for any purpose. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Eastside Exterminators LLC to the Customer.

9.7 For the purposes of this Section 9, “Service” means the services to be provided to Customer by Eastside Exterminators LLC under this Agreement.

10 Limitation on Liability

10.1 Eastside Exterminators LLC will be liable only for direct damage to property or personal injury caused by the gross negligence of Eastside Exterminators LLC in its performance of services at the Object. Without limiting the foregoing, Eastside Exterminators LLC will not be liable to any person for special, indirect, incidental or consequential damages, including, but not limited to, loss of business, opportunity, revenue, or data.

10.2 Eastside Exterminators LLC’s liability under the Agreement shall never exceed the replacement value of damaged property. The liability of Eastside Exterminators LLC under the Agreement is under all circumstances, limited fees paid under the Agreement.

10.3 Eastside Exterminators LLC will not be liable for any fees, fines, administrative fines, penalties, or any other similar sanctions which may be imposed on the Customer following an inspection or an incident.

10.4 Eastside Exterminators LLC will not be liable for any fees incurred by or imposed on the Customer for supervisions or inspections according to any applicable environmental legislation.

11 Complaints and Limitation Rules

11.1 The Customer shall notify Eastside Exterminators LLC in writing of any damages or claims as soon as possible after the Customer has become aware of or should have become aware of (i) the damage, or (ii) the event, negligence or omission causing the damage, in each case in reasonable detail. Any such notice must be delivered to Eastside Exterminators LLC within three (3) months from the earliest of (w) the time the latest service was completed or interrupted, (x) the termination or expiry of the Contract, (y) the date on which the Customer actually became aware of the claim, or (z) the date on which the Customer should have become aware of such damages or claims.

11.2 If written notice is not given within the time set forth in section 11.1 the Customer has forfeited its right to claim compensation from Eastside Exterminators LLC.

12 Force Majeure

12.1 If Eastside Exterminators LLC’s performance of its obligations under the Agreement is prevented or is rendered unreasonably difficult by circumstances which Eastside Exterminators LLC has no reasonable control over, Eastside Exterminators LLC will not be obligated to perform its obligations for the time which the circumstance in question prevents Eastside Exterminators LLC’s performance or renders it unreasonably difficult, nor for a reasonable time thereafter. Such circumstances include, but are not limited to, war, mobilization, insurrection, confiscation, currency restrictions, shortage of means of transport, general scarcity of goods, restrictions on fuel, disturbance on the labor market, disruptions in hardware or software, acts of civil or military authorities, exceptional weather conditions, or any other circumstance beyond the control of Eastside Exterminators LLC.

12.2 If a circumstance described in section 12.1 prevents Eastside Exterminators LLC’s performance or renders it unreasonably difficult for more than six (6) months, either Party may terminate the Agreement with immediate effect by notifying the other Party in writing.

13 Termination of the Agreement

13.1 The Customer may terminate the Agreement if Eastside Exterminators LLC:

1. materially breaches the Agreement and despite the Customer’s written request for remedy fails to correct the breach; or
2. despite the Customer’s written request for remedy repeatedly breaches the Agreement in the same manner more than twice in any six (6) month period. In the event of such immediate termination, Eastside Exterminators LLC shall reimburse the Customer for any unused portion of the most recent prepaid fee

13.2 Eastside Exterminators LLC may terminate the Agreement with immediate effect and/or suspend its performance of the service with immediate effect if

1. the Customer has failed to make a payment under the Agreement by the specified deadline;
2. the Customer has not cooperated with or assisted in Eastside Exterminators LLC’s performance of the service as reasonably requested by Eastside Exterminators LLC;
3. the Customer has not followed Eastside Exterminators LLC’s instructions with respect to the services;
4. the Customer has failed to fulfil its obligations under section 8 above, if the Customer in any other way has failed to fulfil its obligations towards Eastside Exterminators LLC, or if the Customer otherwise has breached the Agreement; or if
5. Eastside Exterminators LLC has particular grounds for termination. Such particular grounds include, but are not limited to, changes in applicable legislation, a substantially increased risk of damages, or a change in the business activities of the Customer, in each case which in Eastside Exterminators LLC’s reasonable discretion prevent or materially decrease Eastside Exterminators LLC’s ability to perform the services or to receive the benefits (economic or otherwise) of the Agreement. Solely with respect to termination pursuant to Section 13.2(v) above, the Customer will not be liable to Eastside Exterminators LLC for special, indirect, incidental or consequential damages, including, but not limited to, loss of business, opportunity, revenue, or data.

14 Processing of data – Confidentiality

14.1 Personal Data. The Parties are responsible for ensuring that the processing of personal data takes place in accordance with applicable law and regulation.

14.2 Confidentiality, Eastside Exterminators LLC undertakes not to disclose confidential information which Eastside Exterminators LLC has received from the Customer or which Eastside Exterminators LLC learns as a consequence of the performance of the services under the Agreement to a third party. This obligation only applies to information which the Customer has labelled or identified as being confidential.

14.3 The obligation of confidentiality in section 14.2 will not apply to information which was publicly known, information which Eastside Exterminators LLC has developed independently without relation to information received from the Customer, or to information received by Eastside Exterminators LLC from a third party. Moreover, the obligation of secrecy will not prevent disclosure made by Eastside Exterminators LLC which is required by applicable law or regulation or by an order issued by a governmental authority.

15 Definitions. As used herein:

15.1 Agreement. “Agreement” means a legally binding contract between Eastside Exterminators LLC and the Customer for the sale and purchase of services ordered by the Customer and accepted by Eastside Exterminators LLC in accordance with these Conditions. The Agreement and these Conditions constitute one and the same document.

15.2 Eastside Exterminators LLC’s Equipment. “Eastside Exterminators LLC’s Equipment” means all equipment owned by Eastside Exterminators LLC and mounted by Eastside Exterminators LLC or placed in or adjacent to the Object by Eastside Exterminators LLC.

15.3 Building. “Building” and “Location” means buildings at the Object and properties at the Object which belong to the building and includes, for example, fixtures, and other objects which the Building has been fitted with for permanent use. The sewage system is never included in a “Building”.

15.4 Customer. “Customer” means the Party to the Agreement receiving any services from Eastside Exterminators LLC for remuneration in accordance with the Agreement.

15.5 Data. “Data” means all data (including personal data) that is held, created, generated, stored, used or transferred when using the Eastside Exterminators LLC’s Equipment as part of the Service.

15.6 Goods. “Goods” means raw materials, products being processed, fully- or semi-finished goods, goods acquired for reselling, and any packing materials for the items mentioned above.

15.7 “Intellectual Property Rights” means any and all rights comprising or relating to: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (c) authorship rights, copyrights and copyrightable works (including computer programs) and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

15.8 Movables. “Movables” means personal property and includes, for example, furniture, equipment, machinery, shelves, gondolas etc. which can be moved from the Object.

15.9 Object. “Object” means the business premises of the Customer subject to Pest Control as specified in the Agreement.

15.10 Party/Parties. “Party” and/or “Parties” means Eastside Exterminators LLC or the Customer, or both Eastside Exterminators LLC and the Customer (as is applicable).

15.11 Permitted Increase. “Permitted Increase” means, with respect to any annual fee, a percentage increase of not more than 8% of the prior year’s aggregate annual fee.

15.12 Pest Control. “Pest Control” means professional measures for pest control through counselling, use of traps or other mechanical Pest Control measures and/or chemical treatment, in accordance with applicable standards and regulations.

16 Disputes

16.1 This Agreement will be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction) that would result in the application of the laws of any other jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MUST BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF WASHINGTON IN EACH CASE LOCATED IN THE WESTERN REGION OF WASHINGTON, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

16.2 EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.1.