SoCo Management Group Universal Terms

Introduction

These Terms and Conditions of Service (“Terms”) govern all services provided by SoCo Management Group, LLC (“SoCo”) to any client (“Client”). These Terms are effective as of January 1, 2025, and shall remain in full force and effect for all services rendered unless and until superseded by a duly executed Master Services Agreement (“MSA”) that expressly overrides these provisions.

By requesting, accepting, facilitating, scheduling, or utilizing services from SoCo, Client acknowledges and agrees to be bound by these Terms, regardless of whether a separate written contract has been executed. Engagement of SoCo’s services shall constitute acceptance of these Terms in their entirety.

These Terms shall remain enforceable in all respects unless expressly superseded in writing by an executed MSA that specifically references and overrides these Terms. In the event of any conflict between these Terms and a subsequently executed MSA, the provisions of the MSA shall control with respect to conflicting terms, but all non-conflicting provisions of these Terms shall remain in full force and effect.

SoCo reserves the right to modify, amend, or update these Terms at any time by posting the revised version on its website. Any such revisions shall be effective immediately upon posting, and Client’s continued engagement of services thereafter shall constitute acceptance of the updated Terms.

These Terms apply to all proposals, estimates, purchase orders, statements of work, and services performed by SoCo, including but not limited to compliance testing, inspections, monitoring, repairs, data stewardship, IT consulting, and managed services.

All pricing is provided on either a per-site or per-service basis and constitutes an estimate only. Estimates are subject to adjustment based on facility conditions, regulatory changes, scope modifications, and service requirements. Pricing shall not be binding until accepted in writing by SoCo. SoCo reserves the right to apply an automatic annual adjustment of up to five percent (5%) on recurring services without prior notice.

By scheduling services, granting facility access, or accepting deliverables, Client affirms acceptance of these Terms. SoCo’s commencement of work shall be deemed conclusive evidence of Client’s agreement to be bound.

All invoices are due net fifteen (15) days from the invoice date unless otherwise specified in writing. Invoices marked “due upon receipt” must be paid immediately. Payment shall be made exclusively by ACH transfer unless SoCo expressly consents in writing to an alternative method.

Late payments shall accrue interest at one and one-half percent (1.5%) per month, compounded monthly, or the maximum rate permitted by law, whichever is greater. Client shall be responsible for all costs of collection, including but not limited to attorney’s fees, lien enforcement expenses, and court costs.

SoCo reserves the right to suspend or terminate services for non-payment, after written notice and a ten (10) day cure period. In the event of non-payment, SoCo may file mechanics’ or contractors’ liens against any facility, equipment, or property serviced, to the fullest extent permitted by law.

All pricing, proposals, fee schedules, service methodologies, and related commercial information provided by SoCo are considered proprietary and confidential. Client shall not disclose such information to third parties without SoCo’s prior written consent, except as required by law.

SoCo shall provide a Certificate of Insurance (“COI”) evidencing its standard commercial insurance coverages. Any additional coverage, limits, or endorsements required by Client shall be at Client’s sole cost and expense.

Client acknowledges and agrees that it remains solely responsible for compliance with all applicable federal, state, and local laws, regulations, and industry standards governing its business operations, facilities, data, systems, and equipment, regardless of the type of services provided by SoCo. This includes, without limitation, responsibilities relating to environmental protection, information security, regulatory reporting, financial responsibility, and operational integrity.

Where services involve underground storage tanks (“USTs”) or aboveground storage tanks (“ASTs”), Client specifically acknowledges and agrees that it bears sole responsibility for compliance with the U.S. Environmental Protection Agency’s regulations at 40 C.F.R. Parts 280 and 281, as well as any corresponding state programs approved under Part 281. SoCo shall not be deemed the owner, operator, permittee, custodian, or legally responsible party for any UST/AST system, facility, or data asset.

Client shall indemnify, defend, and hold harmless SoCo, its officers, employees, agents, and contractors, from and against any and all claims, actions, liabilities, fines, penalties, damages, losses, or expenses (including attorney’s fees and costs of enforcement) arising from the ownership, custody, operation, security, or regulatory status of Client’s facilities, systems, data, or equipment, except to the extent caused solely by SoCo’s proven negligence or willful misconduct.

SoCo provides services strictly as an independent contractor. Nothing in these Terms shall create, or be construed to create, any agency, partnership, fiduciary, or employment relationship. SoCo shall not be deemed the owner, operator, permittee, fiduciary, or legally responsible party for any facility, system, or equipment.

Client grants SoCo the limited right to reference Client’s name and logo in SoCo’s marketing materials, proposals, and website solely for the purpose of identifying Client as a customer. Any use of Client testimonials shall require prior written or email approval. Client may revoke such marketing use only by providing SoCo with written notice.

SoCo may update or modify these Terms at any time by posting a revised version on its website. Client’s continued engagement of services following such posting constitutes acceptance of the updated Terms. In the event of a direct conflict between these Terms and an executed MSA, the MSA shall govern.

These Terms shall be governed by and construed under the laws of the State of Illinois, without regard to conflict-of-law principles. Exclusive jurisdiction and venue shall lie in the state and federal courts located in Kane County, Illinois.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

These Terms, together with any proposals, statements of work, or executed MSAs, constitute the entire agreement between the Parties. Any conflicting terms presented by Client (including on purchase orders or acknowledgments) are expressly rejected unless accepted in writing by SoCo.

Use of this website or engagement of SoCo’s services constitutes acceptance of these Terms and Conditions.