Terms & Conditions

(a) Heuristech warrants that the Services will be performed in accordance with generally accepted industry standards. Customer’s sole and exclusive remedy for a breach of the foregoing warranty is for Heuristech to re-perform the non-conforming Services, on condition that Customer notifies Heuristech in writing of the breach. Claims must be made within thirty (30) days after completion of the Services or are forever waived.

(b) EXCEPT AS EXPRESSLY SET FORTH ABOVE, HEURISTECH MAKES NO WARRANTIES WHATSOEVER, INCLUDING AS TO THE ACCURACY OR THE RESULT OF THE SERVICES, AND PROVIDES THE SERVICES “AS-IS”. HEURISTECH HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(a) IN ANY CASE, HEURISTECH’S MAXIMUM LIABILITY TO CUSTOMER ARISING OUT OF OR RELATING TO THE PROJECT ASSIGNMENT AND THE SERVICES IS LIMITED TO THE AMOUNT OF FEES PAID TO HEURISTECH PURSUANT TO THE PROJECT ASSIGNMENT THAT IS THE SUBJECT OF THE CLAIM.

(b) IN NO EVENT WILL HEURISTECH HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOST PROFITS, LOST DATA OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THE AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. IN PARTICULAR, HEURISTECH SHALL INCUR NO LIABILITY IN THE EVENT WHERE THE DIFFERENTIAL REFLECTOMETRY MAPPING RESULTED IN IDENTIFYING DEFECTS THAT, AFTER EXCAVATION, SUCH DEFECTS DID NOT EXIST.

Heuristech’s relationship with Customer is that of an independent contractor, and nothing in the Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship.  Heuristech will not be entitled to any of the benefits that Customer may make available to its employees, including, but not limited to, group health or life insurance, profit‑sharing or retirement benefits.  Heuristech is not authorized to make any representation, contract or commitment on behalf of Customer unless specifically requested or authorized in writing to do so by a Customer manager.  Heuristech is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under the Agreement.  No part of Heuristech’s compensation will be subject to withholding by Customer for the payment of any social security, federal, state or any other employee payroll taxes.  Customer will regularly report amounts paid to Heuristech by filing Form 1099‑MISC with the Internal Revenue Service as required by law.

The Project Assignment will expire on the date of completion of the Services, unless earlier terminated pursuant to this Section 6.  A party may terminate the Project Assignment and the provision of Services upon Thirty (30) days’ written notice to the other party, if the other party materially breaches a term of the Project Assignment or the Agreement and the breach remains uncured at the end of the Thirty (30) day period.  The rights, duties and obligations of the parties that by their nature continue and survive will survive any expiration or termination.

Customer will perform those tasks specified in the applicable Project Assignment (collectively, "Customer Responsibilities").  Customer acknowledges that Heuristech’s performance is dependent on Customer's timely, accurate, and effective performance of all Customer Responsibilities.  Customer further acknowledges and agrees that its failure to satisfy such Customer Responsibilities may prevent or delay Heuristech’s performance of the Services and/or require modifications to a Project Assignment, including but not limited to an adjustment to the schedule and/or fees.  Customer will provide Heuristech with access to Customer-Furnished Items as reasonably required for the performance of the Services in accordance with the applicable Project Assignment and the Agreement.  "Customer-Furnished Item(s)" means any computers, hardware, office space, desks, furniture, facilities, utility service (e.g., electric, telephone or communications), equipment, components, parts, supplies, materials, computer programs, software, documentation, data, goods, services or other items provided by Customer or any third party on behalf of Customer, and includes any modifications of the foregoing that may be made by Heuristech in exercising the license granted below, unless a Project Assignment specifies otherwise.  Customer will provide Heuristech with all available information related to the Location of Work specified in a Project Assignment, in particular (i) identified leaks, repair and maintenance costs invested over the last 3 years and (ii) any picture of identified defects as well as details of costs incurred in that respect (excavation, repair, clean up, etc.). Customer hereby grants to Heuristech a non-exclusive, worldwide, royalty-free, fully paid-up license to use, publicly perform, publicly display, modify, prepare derivative works of, reproduce, make, have made, import and otherwise exploit each item of Customer-Furnished Item as reasonably required for the performance of the Services.  Customer warrants that it has the right to provide the foregoing license right to Heuristech with respect to any Customer-Furnished Item provided to Heuristech under the Agreement or any Project Assignments and that neither the Customer-Furnished Items themselves nor their use by Heuristech for purposes of the Agreement will infringe or misappropriate any patent right, copyright, trademark right, trade secret right, moral right, design right, database right, business process or method or other intellectual property or proprietary right of any third party.  Customer agrees to defend, indemnify, and hold harmless Heuristech from and against all claims, proceedings, liabilities, costs or damages arising from any breach of the foregoing warranty, or Customer’s or Heuristech’s disclosure or use of any Customer-Furnished Item, provided that Heuristech’s use is in accordance with the Agreement.

Customer shall bear all insurance costs related to the personnel assigned by Heuristech to carry out the Services.

If satisfied with the Services, Customer will provide Heuristech with the contact details of one of its employees, that Heuristech will be entitled to give to any other prospect for references.

At all times while on Customer’s premises, Heuristech will use commercially reasonable efforts to observe Customer’s rules and regulations with respect to conduct, health, safety and protection of persons and property so long as Customer provides Heuristech with written copies of all such rules and regulations in advance.