Engagement Terms and Conditions
These Engagement Terms and Conditions govern all services performed for the Client by Alliant RigServ, LLC dba ALLSERV (“ALLSERV”) and its employees, contractors, or representatives (collectively, the “Services”).
By accepting a proposal or engaging ALLSERV to perform Services, the Client agrees to these terms unless otherwise agreed in writing.
FEES
Unless otherwise agreed in writing, ALLSERV’s fees will be based on its standard pricing schedule, a copy of which is available upon request.
If an engagement is terminated prior to completion, ALLSERV shall be entitled to payment for all Services performed and expenses incurred up to the date of termination.
Projects involving onsite staffing are subject to minimum daily charges based on the scheduled staffing levels for the engagement. Daily minimum charges apply regardless of actual hours worked if site conditions, project readiness, or Client scheduling changes limit utilization of assigned staff.
ALLSERV reserves the right to adjust project fees if the scope of work materially changes from the original proposal.
All payments made by credit card are subject to an additional processing fee of 2.9% of the total transaction amount.
CHANGE ORDERS
No work outside the original scope of work shall be performed until a written change order has been approved in writing (including by email) by the Client’s authorized representative. Each change order will describe the added or modified scope, the cost impact, and the schedule impact. Verbal requests from Client personnel do not authorize additional work.
PROJECT SCHEDULING
Project dates are reserved specifically for the Client once an engagement has been confirmed. Staffing resources, travel arrangements, and equipment may be committed in advance to support the scheduled engagement.
Kickoff Call
Prior to each project start, ALLSERV and the Client will hold a kickoff call to align on project scope, schedule, site readiness, travel, and the Client’s authorized representative for acceptance of results.
Rescheduling
If the Client requests a change to the scheduled project start date:
- More than 14 days prior to the start date: ALLSERV will make reasonable efforts to accommodate the change without additional fees.
- Within 14 days of the scheduled start date: a change fee equal to 15% of the estimated project value may be applied.
- Within 7 days of the scheduled start date: a change fee equal to 25% of the estimated project value will be invoiced.
Any nonrefundable travel, lodging, or third party costs incurred prior to the change will also be billed to the Client.
Cancellation
If the Client cancels a confirmed engagement:
- More than 14 days prior to the start date: no cancellation fee will apply.
- Within 14 days of the start date: a cancellation fee of 25% of the estimated project value may be charged.
- Within 7 days of the start date: a cancellation fee of 50% of the estimated project value will be charged.
Any nonrefundable expenses incurred prior to cancellation will also be invoiced to the Client.
DEPOSITS
A deposit is required prior to project scheduling confirmation, based on the estimated project value:
|
Estimated Project Value |
Deposit Required |
Invoicing |
|
Under $40,000 |
100% |
Single invoice at completion |
|
$40,000 to $90,000 |
75% |
Weekly |
|
Over $90,000 |
50% |
Weekly |
The deposit is not an additional fee. It is credited in full against the Client’s invoices for the project. ALLSERV will not confirm staffing or book travel until the deposit has been received.
The deposit shall be applied to the Client’s initial invoices until fully credited. Each invoice will show the deposit amount applied and any remaining deposit balance. For projects under $40,000, the final invoice will reconcile the deposit against the completed work, including any approved change orders and travel.
If the Client cancels after a deposit has been paid, applicable cancellation fees and nonrefundable expenses will be deducted from the deposit, and the remaining balance will be refunded to the Client within ten (10) business days.
If ALLSERV cancels or is unable to mobilize on the agreed date for reasons within its control, the full deposit will be refunded within ten (10) business days.
PURCHASE ORDERS
If the Client requires a Purchase Order (“PO”) for invoicing purposes, the PO must be issued prior to the project start date.
Failure to provide a required PO will not delay the Client’s obligation to pay invoices in accordance with these terms.
EXPENSES
Invoices for expenses, including travel, goods, and services purchased on the Client’s behalf, shall include a 15% administrative fee unless otherwise agreed in writing.
This fee covers overhead and administrative costs associated with procurement, travel coordination, expense management, and invoice processing.
TRAVEL
Travel required to mobilize or demobilize project teams may be billed as specified in the proposal. Travel days may be billed at the applicable daily rate or a reduced travel rate depending on the project scope, location, and staffing requirements.
Travel related expenses, including airfare, lodging, ground transportation, mileage, and per diem, may be invoiced to the Client in accordance with the expense provisions of these terms.
Travel Estimates
Travel is quoted as an estimate based on market rates at the time of the proposal, with actual travel billed at cost plus the administrative fee described under Expenses. Because airfare, lodging, and fuel costs change frequently, travel estimates are valid for twenty (20) days from the proposal date.
If the engagement is not confirmed and the deposit received within the travel validity period, or if the project start date moves beyond it, ALLSERV will provide a revised travel estimate for the Client’s written approval prior to the kickoff call. No travel will be booked until the revised estimate is approved.
Where the Client requests mobilization with fewer than ten (10) business days’ notice, or reschedules after travel has been booked, travel will be billed at actual cost, including any change or cancellation fees charged by carriers or hotels.
Actual travel costs exceeding the approved estimate by more than ten percent (10%) require the Client’s written approval before being incurred, except where the increase results from Client schedule changes. Client approval shall not be unreasonably withheld, and work may continue pending Client’s response.
INVOICING AND PAYMENT TERMS
All prices, fees, expenses and invoices are stated and payable in United States Dollars (USD) unless otherwise expressly stated in the quote. For projects of $40,000 or more, ALLSERV will invoice weekly for Services performed and expenses incurred during the prior work week. Projects under $40,000 are invoiced once at completion.
Invoices are payable within fifteen (15) calendar days of issue unless otherwise agreed in writing.
Invoices not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.
If any invoice remains unpaid more than five (5) business days past its due date, ALLSERV may suspend work upon written notice until the account is brought current. Schedule impacts and remobilization costs resulting from a suspension are the responsibility of the Client.
A dispute regarding any portion of an invoice does not delay payment of the undisputed amounts, which remain due in accordance with these terms.
Should the Client fail to pay invoices when due, the Client agrees to reimburse ALLSERV for all reasonable costs of collection, including collection agency fees and attorney fees.
STAFFING
ALLSERV staff undergo periodic training and take annual leave. While ALLSERV will endeavor to avoid disruption to project progress, short absences may occur.
ALLSERV may substitute staff at its discretion. When substitutions occur, ALLSERV will endeavor to provide reasonable notice and assign personnel with comparable qualifications.
The Client shall not directly or indirectly solicit or offer employment to any ALLSERV employee involved in the engagement during the project and for six (6) months following the completion of the engagement. Violation of this provision will result in liquidated damages equal to four months of fees at the applicable standard charge rate for the individual concerned.
CLIENT OBLIGATIONS
The Client shall provide reasonable and timely assistance to enable ALLSERV to perform the Services, including access to facilities, personnel, systems, and relevant information.
The Client shall designate an authorized representative who is available during the engagement to review results and sign off on completed work.
The Client is responsible for ensuring that the project site is prepared and operational at the scheduled start time. If site conditions prevent ALLSERV from performing Services as scheduled, applicable daily minimum charges may apply and the engagement may be rescheduled subject to the scheduling provisions above.
The Client must promptly notify ALLSERV of any material changes to project scope, operational conditions, or information previously provided.
SAFETY AND SITE CONDITIONS
ALLSERV personnel will comply with the Client’s reasonable site safety policies while performing Services at the Client’s facilities.
The Client is responsible for maintaining a safe working environment and for informing ALLSERV in advance of any known hazards, required safety training, or personal protective equipment necessary to access the work site.
ALLSERV reserves the right to suspend or delay Services if site conditions present a reasonable risk to personnel safety. Delays resulting from unsafe conditions or lack of site readiness may be subject to applicable daily minimum charges and rescheduling provisions.
INVENTORY HANDLING
ALLSERV personnel may handle, move, or count inventory items solely for the purpose of performing the Services. The Client retains responsibility for inventory ownership, storage conditions, and operational control of materials at all times.
Client retains title to and risk of loss for all inventory, materials and equipment at all times. ALLSERV is not a bailee or warehouseman. Client shall maintain property insurance covering its inventory and equipment, naming ALLSERV as an additional insured where available, and waives subrogation against ALLSERV to the extent of such coverage. Any liability of ALLSERV for loss of or damage to inventory is subject to the Limitation of Liability section.
TRANSPORTATION EXCLUSION
Unless expressly itemized in the quote, ALLSERV does not provide transportation, trucking, rigging, freight or carrier services. Any relocation of goods shall be performed by a licensed carrier engaged by Client or, if arranged by ALLSERV at Client’s request, at Client’s sole risk and expense, with the carrier’s cargo and liability coverage as the sole recourse for loss or damage in transit.
LIMITATION OF LIABILITY
ALLSERV’s total aggregate liability arising out of or relating to this engagement, whether in contract, tort (including negligence), warranty or otherwise, shall not exceed the fees actually paid to ALLSERV under the applicable quote or statement of work in the three (3) months preceding the event giving rise to the claim. In no event shall ALLSERV be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, including lost profits, lost revenue, production downtime, loss of use or inventory variances, even if advised of their possibility.
CLAIMS PERIOD
Except for count discrepancies, which are governed by Acceptance of Results and Disputes, any claim against ALLSERV must be submitted in writing within thirty (30) days after completion of the Services, or it is waived.
DATA ACCURACY AND SYSTEM LIMITATIONS
ALLSERV Services may include physical inventory counts, data collection, and reconciliation support. While ALLSERV will perform these Services using commercially reasonable care and established methodologies, the accuracy of results may depend on the quality and completeness of information provided by the Client and the condition of the Client’s systems and processes.
ALLSERV does not warrant or guarantee the accuracy or performance of the Client’s inventory systems, enterprise resource planning systems, or related software platforms.
Any reconciliation reports, observations, or recommendations provided by ALLSERV are intended to support the Client’s internal processes. The Client remains responsible for inventory valuation, financial reporting, and operational decisions based on the results of the Services.
ACCEPTANCE OF RESULTS AND DISPUTES
The Client’s authorized representative shall review and sign off on count results at the close of each work week, or at project completion for projects of one week or less. Results signed off by the Client’s representative are accepted.
Any discrepancy must be submitted to ALLSERV in writing, with supporting detail, within five (5) business days of the Client’s receipt of results. Results not disputed within this period shall be deemed accepted and final.
Upon delivery of final data, the Client is solely responsible for reviewing the results and submitting any discrepancy in writing within the dispute window. If no written dispute is received within that period, the results and all associated invoices are deemed accepted and payable in full.
If a discrepancy submitted within the dispute window is verified to be the result of ALLSERV counting error, ALLSERV will recount the affected area at no additional charge, which shall be the Client’s sole and exclusive remedy for counting errors.
CONFIDENTIALITY
ALLSERV will keep confidential all nonpublic information provided by the Client in connection with the engagement.
The Client agrees to maintain confidentiality regarding ALLSERV methodologies, processes, technology, and proprietary materials used to deliver the Services.
Unless otherwise requested in writing, ALLSERV may reference the Client in proposals or marketing materials.
INTELLECTUAL PROPERTY
ALLSERV retains ownership of all methodologies, materials, documentation, systems, and intellectual property developed or utilized in connection with the engagement unless otherwise agreed in writing.
FORCE MAJEURE
Neither party shall be liable for failure or delay in performing its obligations under this agreement if such failure or delay results from events beyond its reasonable control.
Such events may include acts of God, severe weather, natural disasters, labor disputes, plant shutdowns, government actions, transportation disruptions, pandemics, or failures of utilities or communications infrastructure.
If such an event occurs, the affected party will notify the other party as soon as reasonably practicable, and the parties will cooperate in good faith to reschedule or adjust the engagement as necessary.
Any Services performed prior to the occurrence of such an event, as well as any nonrefundable expenses incurred, shall remain payable.
VALIDITY OF PROPOSALS
Unless otherwise stated, labor and project pricing in proposals issued by ALLSERV remain valid for ninety (90) days from the date of issue. Travel estimates remain valid for twenty (20) days from the date of issue, as described under Travel.
ENTIRE AGREEMENT
These Engagement Terms and Conditions, together with the applicable proposal or letter of engagement, constitute the entire agreement between the parties regarding the Services.
If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
These terms shall prevail over any conflicting terms contained in the Client’s purchasing documents unless otherwise agreed in writing by both parties.