SoCo Management Group Universal Terms

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Terms are effective as of January 1, 2025, and shall remain in full force and effect for all services rendered unless superseded by a mutually executed Master Services Agreement (“MSA”) that explicitly overrides these provisions.

By requesting, accepting, facilitating, or utilizing services from SoCo, the client acknowledges and agrees to be bound by these Terms.

These Terms shall remain fully enforceable whether or not a separate MSA is executed. If an MSA is later signed and contains conflicting provisions, the client agrees that these Terms shall take precedence unless expressly overridden by a signed writing referencing this document.

These Terms apply universally to all services provided by SoCo, including but not limited to:

• Compliance testing
• Inspections
• Asset tagging
• Data integration
• Consulting and managed services
• Operational support and technology coordination
   

These Terms govern all engagements in the absence of a signed agreement and are enforceable upon delivery, access, or acceptance of SoCo’s services.

Proposals issued by SoCo are valid for thirty (30) days unless otherwise stated. SoCo may adjust pricing thereafter based on changes in material costs, labor rates, fuel and travel expenses, inflation, or external economic factors.

Client consent may be demonstrated through:

• Scheduling or coordinating site visits
• Providing facility or system access
• Receiving deliverables
• Engaging with SoCo personnel or systems
   

Such actions constitute acceptance of these Terms, which apply regardless of whether an MSA is signed.

• Invoices are issued in accordance with the agreed billing schedule or upon milestone completion.
• Standard payment terms are Net 15 (payment due within fifteen calendar days of invoice date).
• Late payments are subject to interest at 1.5% per month (18% per annum) or the maximum rate allowed by law.
• SoCo may suspend services, withhold deliverables, or terminate active work due to non-payment.
• Client shall be responsible for all collection costs, legal fees, and enforcement expenses incurred in recovering overdue amounts.

If the client cancels, materially reduces, or otherwise fails to perform under the agreed scope of services without written cause—after service commencement—SoCo shall be entitled to liquidated damages equal to the full remaining contract value (i.e., monthly fees multiplied by months remaining, including any renewal term). This clause represents a fair and reasonable pre-estimate of anticipated loss, not a penalty.

The initial agreement term shall be one (1) year and will automatically renew for successive one-year terms (“Evergreen Terms”) unless terminated with at least sixty (60) days' written notice. SoCo may adjust renewal pricing annually by up to five percent (5%), or in line with the Consumer Price Index for All Urban Consumers (CPI-U), whichever is greater.

This obligation survives any sale, acquisition, restructuring, or change in ownership of the client. All obligations transfer in full to any successor entity or operator.

Insurance Requirements:
SoCo maintains industry-standard insurance coverage, including general liability, professional liability (E&O), and workers’ compensation. If the client requires insurance beyond SoCo’s standard coverage—such as additional limits, special endorsements, or naming conventions—SoCo will make commercially reasonable efforts to procure such coverage. The client agrees to reimburse SoCo for all incremental costs, administrative burdens, or pass-through expenses incurred to meet these additional requirements.

These Terms shall survive and remain fully enforceable whether or not a separate MSA is executed. In the event of a conflict between these Terms and an MSA, these Terms shall supersede unless explicitly waived or modified in a signed document referencing these Terms.

These Terms shall be governed by the laws of the State of Illinois, County of Kane. Any disputes shall be resolved exclusively through binding arbitration under the rules of the American Arbitration Association, unless otherwise agreed in writing. The venue for arbitration shall be Kane County, Illinois.

These Terms, together with any related proposal, scope of work, or schedule of services, constitute the entire agreement governing the relationship between SoCo and the client unless superseded by a signed MSA. Any prior oral or written communications are hereby superseded. Amendments must be in writing and signed by both parties.

SoCo reserves the right to correct any typographical, clerical, or calculation errors contained in proposals, communications, or documentation. Any such errors shall not affect the enforceability or interpretation of these Terms. Clients are encouraged to promptly notify SoCo of any discrepancies or inconsistencies for clarification and mutual resolution.