Summary

These Terms and Conditions (“Agreement”) govern all services provided by Climbia Enterprise LLC (“Service Provider,” “we,” “our,” or “us”) to the Customer (“you” or “Customer”). They define key terms, outline the scope of Electrical, Plumbing, HVAC, Refrigeration, General Repair, Handyman, Painting, Flooring, Doors & Locksmith, Cleaning, Glass, Concrete, Building Exterior and related services, set forth ordering and payment procedures, describe rights and obligations on termination, and address liability, indemnification, confidentiality, intellectual property, force majeure, and dispute resolution under Florida law.

1.Definitions

“Agreement” means these Terms and Conditions, together with any written order or quotation accepted by the Customer and any Special Conditions mutually agreed in writing.
“Services” means the facility maintenance and repair services described on our website, including but not limited to Electrical, Plumbing, HVAC, Refrigeration, General Repair, Handyman, Painting, Flooring, Doors & Locksmith, Cleaning, Glass, Concrete, and Building Exterior.
“Order” means your purchase order or our written quotation referencing these Terms and Conditions as accepted by the Customer.

2.Scope of Services

Climbia Enterprise LLC agrees to perform the Services at the Customer’s premises located at the address specified in the Order, using qualified personnel and in accordance with Good Industry Practice.
Any additional tasks or materials not expressly listed in the Order must be approved in writing by both parties and may incur additional charges.

3.Orders, Quotes, and Acceptance

3.1. All Orders submitted by the Customer constitute an offer to purchase Services under these Terms.
3.2. An Order is deemed accepted by issuance of a written confirmation from Climbia Enterprise LLC or by commencement of performance.

4.Pricing and Payment

4.1. Prices for Services are set out in our quotations and exclude applicable taxes, permits, fees, and travel expenses unless otherwise agreed.
4.2. Payment is due within thirty (30) days from the date of invoice. Late payments bear interest at 1.5% per month or the maximum rate permitted by Florida law, whichever is lower.

5.Term and Termination

5.1. This Agreement commences on the date of acceptance and continues until completion of the Services or earlier termination.
5.2. Either party may terminate for cause if the other party materially breaches and fails to cure within ten (10) days’ written notice.

6.Liability and Insurance

Climbia Enterprise LLC maintains general liability and workers’ compensation insurance in amounts customary for facility maintenance contractors.
Our aggregate liability for any claim arising under or relating to this Agreement shall not exceed the total fees paid by the Customer for the specific Services giving rise to the claim.

7.Indemnification

The Customer shall defend, indemnify, and hold harmless Climbia Enterprise LLC and its officers, employees, and agents from all third-party claims, losses, damages, or expenses arising from Customer’s negligence or willful misconduct.

8.Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party and to use it only for performance under this Agreement, except as required by law.

9.Intellectual Property

All intellectual property rights in any materials, methods, or tools provided by Climbia Enterprise LLC in connection with the Services remain our property. You are granted a non-exclusive license to use any deliverables solely for your internal purposes.

10.Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, governmental action, strikes, or shortages of materials. Timely notice of a force majeure event is required.

11.Governing Law and Dispute Resolution

This Agreement is governed by and construed under the laws of the State of Florida, without regard to its conflict-of-laws rules. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in Miami-Dade County, Florida.

12.Contact Information

Climbia Enterprise LLC
1001 Brickell Bay Drive, Suite 2700 S-8
Miami, FL 33131
Phone: (305) 704-7451
Website: https://climbiagroup.com

13. Warranties and Remedies

13.1 Service Warranty. Climbia Enterprise LLC warrants that all Services will be performed in a professional and workmanlike manner in accordance with Good Industry Practice and any manufacturer’s specifications.
13.2 Warranty Period. Unless otherwise agreed in writing, this warranty extends for thirty (30) days following completion of each Service task.
13.3 Remedies. In the event of non-conforming Services, Customer’s sole and exclusive remedy is to require, at Climbia’s option, (a) re-performance of the defective Service or (b) refund of the fees paid for the affected Service.

14. Performance Standards

14.1 Response Times. Climbia shall adhere to response times set forth in the Order (e.g., emergency calls within 2 hours, routine calls within 24 hours), measured from Customer’s request.
14.2 Service Levels. Climbia will maintain service levels consistent with industry best practices, including 95% on-time completion and 99% first-time fix rate for electrical, plumbing, and HVAC tasks.
14.3 Service Credits. Failure to meet agreed service levels entitles Customer to service credits calculated as a percentage discount on the next invoice for the affected Service category.

15. Compliance with Laws and Regulations

15.1 Legal Compliance. Climbia shall comply with all federal, state, and local laws, codes, ordinances, and regulations applicable to the performance of the Services, including licensing requirements in Florida.
15.2 Permits and Approvals. Climbia is responsible for obtaining and maintaining all necessary permits, inspections, and approvals required to perform the Services.

16. Health, Safety, and Environmental

16.1 Safety Programs. Climbia shall implement and maintain occupational health and safety programs in accordance with OSHA standards and any site-specific safety rules.
16.2 Environmental Protection. Climbia shall perform the Services in compliance with all environmental laws, including proper disposal of hazardous materials and recycling of refrigerants under EPA regulations.

17. Insurance and Risk Management

17.1 Insurance Coverage. Climbia shall maintain, at its own expense, the following insurance:

• Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate
• Workers’ Compensation: statutory limits under Florida law
• Automobile Liability: $1,000,000 combined single limit
• Professional Liability (if applicable): $1,000,000 per claim
  17.2 Certificates. Upon request, Climbia will provide Certificates of Insurance naming Customer as an additional insured on CGL and Auto policies.

18. Subcontracting and Assignment

18.1 Subcontractors. Climbia may engage qualified subcontractors provided Climbia remains fully responsible for their performance and compliance with these Terms.
18.2 No Assignment. Neither party may assign or delegate this Agreement without the other party’s prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

19. Data Protection and Privacy

19.1 Customer Data. “Customer Data” means all data provided by Customer in connection with the Services. Climbia shall process Customer Data only to the extent necessary to perform the Services and in accordance with applicable data protection laws (e.g., GDPR, CCPA).
19.2 Security Measures. Climbia shall implement and maintain administrative, physical, and technical safeguards to protect Customer Data against unauthorized access, use, or disclosure.

20. Audit and Inspection Rights

20.1 Audit Rights. Customer may, on reasonable notice and during normal business hours, audit Climbia’s records and processes relating to the Services to verify compliance with these Terms.
20.2 Cooperation. Climbia will cooperate fully with such audits and provide necessary information and access.

21. Force Majeure and Suspension

21.1 Expanded Definition. “Force Majeure” includes strikes, pandemics, governmental actions, severe weather, and shortages of materials beyond reasonable control.
21.2 Suspension of Work. If a Force Majeure event continues beyond thirty (30) days, either party may suspend performance or terminate the affected Services upon written notice.

22. Notices

All notices under this Agreement must be in writing and delivered by hand, certified mail (return receipt requested), or recognized overnight courier to the addresses below (or such other address as a party may specify):

• Climbia Enterprise LLC: 1001 Brickell Bay Drive, Suite 2700 S-8, Miami, FL 33131;
  Email: info@climbiagroup.com
• Customer: Address and email as set forth in the Order.

23. Amendments and Waiver

23.1 Amendments. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.
23.2 Waiver. No waiver of any provision is effective unless in writing. A waiver of any breach is not a waiver of any subsequent breach.

24. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

25. Entire Agreement

This Agreement, together with all Orders, Exhibits, and approved Change Orders, constitutes the entire agreement between the parties and supersedes all prior proposals, negotiations, and agreements, whether written or oral.

26. Counterparts

This Agreement may be executed in one or more counterparts, each of which is deemed an original and all of which together constitute one and the same instrument.