SoCo Management Group Universal Terms

 Service Provider and Acceptance of Terms. These Terms and Conditions of Service (“Terms”) govern all services provided by SoCo Management Group, LLC, located at 2496 Technology Drive, Elgin, Illinois 60124 (“SoCo”) to any client (“Client”). These Terms become effective and binding upon the earliest of: (a) Client’s approval of a written estimate, proposal, scope of work, work authorization, statement of work, purchase order, or electronic service request; (b) Client’s scheduling of services; (c) Client providing SoCo or its personnel access to any facility, asset, system, data, personnel, or equipment; or (d) SoCo’s commencement of services at Client’s request. By taking any of the foregoing actions, Client acknowledges and agrees to be legally bound by these Terms in their entirety. If the Parties later execute a Master Services Agreement (“MSA”), the MSA shall control only to the extent of a direct conflict, and all non-conflicting provisions of these Terms shall remain enforceable. No purchase order terms, vendor onboarding language, or third-party procurement system terms shall modify these Terms unless expressly agreed to in a written amendment signed by SoCo.

Term and Renewal. The term of this Agreement begins on the date Client first accepts or authorizes services (the “Effective Date”) and continues for three (3) years (the “Primary Term”). At the conclusion of the Primary Term, this Agreement automatically renews for successive one (1) year periods (each a “Renewal Term”) unless either Party provides written notice of non-renewal at least sixty (60) days before the expiration of the Primary Term or any Renewal Term.

One-Time Services and Recurring Services. These Terms apply to both One-Time Services and Recurring Services provided by SoCo. One-Time Services include, without limitation, compliance testing, repairs, corrective action, project-based work, emergency service response, diagnostic site visits, implementation support, and all standalone or single-occurrence service activities (“One-Time Services”). Recurring Services include ongoing, scheduled, or subscription-based services such as remote monitoring and alert response, managed services and technical support, connectivity and network oversight, data stewardship and environmental recordkeeping, preventative maintenance coordination, and scheduled on-site inspection services (“Recurring Services”). All provisions of these Terms apply equally to One-Time Services and Recurring Services. The contract term, renewal, and early termination provisions described herein apply specifically to Recurring Services.

Recurring Service Continuity and Early Termination.Recurring Services are contracted for the full duration of the Primary Term and any Renewal Term. If Client terminates this Agreement or any Recurring Services without cause prior to the end of the then-current term, Client shall immediately pay all remaining Recurring Service fees owed through the end of the applicable term. The Parties agree that such payment obligation constitutes liquidated damages, representing a reasonable estimate of SoCo’s loss and not a penalty. Client may terminate Recurring Services for cause only if SoCo materially fails to perform and does not cure such failure within thirty (30) days after receiving written notice.

Pricing and Annual Adjustments. Pricing for services is set forth in the applicable estimate or scope of work. SoCo may increase pricing for Recurring Services automatically by up to five percent (5%) annually on each anniversary of the Effective Date, without prior notice.

Invoicing and Payment. Invoices are due fifteen (15) days from the invoice date unless otherwise specified. Payments not received within fifteen (15) days may accrue interest at one and one-half percent (1.5%) per month or the maximum permitted by law. SoCo may suspend or terminate services for non-payment after providing a ten (10) day notice and opportunity to cure. Client shall be responsible for all costs of collection, including attorney’s fees, lien enforcement costs, and court costs. SoCo retains a security interest in any deliverables, system configurations, network setups, records, and documentation until all outstanding amounts are paid in full.

Client Responsibility and Regulatory Compliance.Client is solely responsible for compliance with all applicable federal, state, and local laws, regulations, permits, and operational requirements relating to Client’s facilities, systems, equipment, environmental responsibilities, and data obligations. Where services involve underground or aboveground storage tank systems, Client acknowledges and agrees that Client is the responsible owner or operator under 40 C.F.R. Parts 280 and 281 and corresponding state programs. SoCo is not and shall not be deemed the owner, operator, custodian, permit holder, fiduciary, record keeper, or responsible party for any facility, asset, environmental condition, or regulatory program.

Indemnification. Client shall indemnify, defend, and hold harmless SoCo, its officers, employees, subcontractors, and affiliates from and against any claims, actions, penalties, losses, liabilities, fines, damages, costs, or expenses (including attorney’s fees) arising from or relating to Client’s operations, equipment, facilities, personnel, systems, data, regulatory responsibilities, or environmental conditions, except to the extent caused solely by SoCo’s proven negligence or willful misconduct.

Independent Contractor. SoCo performs services solely as an independent contractor. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship.

Confidentiality and Insurance. All pricing, proposals, methodologies, system configurations, and documentation provided by SoCo constitute confidential information. SoCo maintains commercial general liability insurance and will provide proof of coverage upon request. Any additional coverage or endorsements required by Client shall be at Client’s sole expense.

Governing Law and Venue. These Terms shall be governed by the laws of the State of Illinois. Any dispute arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Kane County, Illinois. 

Severability and Entire Agreement. If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force. These Terms constitute the entire agreement between the Parties unless expressly modified in a signed MSA, in which case non-conflicting provisions of these Terms continue to apply.