SOLANA SHADES SERVICE AGREEMENT

1. General Policies

1.1. This Services Agreement is made this [date] (the “Effective Date”) between “Client” and Solana Shades (“Service Provider”) with offices located at 229 Reid Ave. Port St. Joe, Florida 32456. The Client and Service Provider are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.

1.2. Client wishes to be provided with the Services (as defined below) by Service Provider and the Service Provider agrees to provide the Services to the Client in accordance with the terms and conditions as set forth within this Agreement.

1.3. The Client hereby retains the Service Provider to perform the following services (collectively the “Services”) on behalf of the Client: providing and installing window treatments for Client.

1.4. The Parties acknowledge and agree that during the term of the Agreement the Services may be modified and/or expanded from time to time upon a written agreement executed by authorized representatives of the Parties expressly referencing this Agreement.

1.5. Client acknowledges and agrees that Service Provider may use subcontractors and consultants to perform some of the Services to be provided under this Agreement.

1.6. All of the products sold by Service Provider are specifically made for the Client’s order in accordance with the measurements and selections provided by Client. Service Provider’s products are custom made. Therefore, once the order has been placed it cannot be canceled or modified.

1.7. Approximate delivery dates and production lead times are based on manufacturer-provided information and availability. This information is subject to change without notice. Service Provider shall not be held responsible for delays in transportation, shortages, production, or other factors that may result in a delay of a Client's order or Services being performed by Service Provider. Delays do not warrant order cancellation or refund.

1.8. In the event that a product must be remade due to an error by Service Provider or the manufacturer, it will be replaced at no charge to Client, and the balance due, if any, will not be invoiced until the treatment installation is complete. In the event that a manufacturing error is concealed, hidden, or not noticed by Service Provider, the installer, or the Client, the Client has three hundred and sixty-five (365) calendar days from the date of completion to notify Service Provider for a replacement to be made at no cost to Client. If the treatment must be remade at the Client’s request and there are no manufacturing errors the Client is responsible for any cost associated with the remake.

1.9. If provided by Service Provider, temporary shades are cut to size and installed by the Client, a Service Provider employee, or by an independent third-party subcontractor/installer using the “peel and stick” installation by Redishade. Service Provider is not liable for any damages caused by the temporary shades.

1.10. Service Provider will not be responsible for any expenses associated with the installation of new window treatments, or other collateral expenses, should the Client not be satisfied with its window treatments due to the appearance of the final design and/or other variations beyond Service Provider’s control. Should the Client not be satisfied with the selections made, Service Provider may, in its sole discretion, extend a discount to the Client when ordering a new selection.

1.11. The Client signing this Agreement will be the sole individual responsible for communication with Service Provider. All communications including, but not limited to, emails, text messages, phone calls, updates, estimates, invoices, and statements will be addressed to the Parties signing this Agreement. The Client will finalize all decisions regarding the measuring, ordering, and installation. Any changes to the Client’s contact information should be agreed upon in writing or by email by the Client and Service Provider.

2. Payments, Fees, & Promotions

2.1. As full and complete compensation for performing all Services specified in this Agreement and for assuming all duties, responsibilities, and obligations required by this Agreement, Client will compensate Service Provider for all fees (the “Fees”) incurred in accordance with the terms of this Agreement.

2.2. Some orders and Services may be subject to “Expenses” and surcharges such as travel fees, premium measurement, premium design consultation, service fees, minimum order surcharge, automation programming, and removal & disposal of existing treatments. Client shall pay Service Provider for all reasonable Expenses.

2.3. Service Provider shall prepare and submit invoices to the Client via mail, email or facsimile for all Services to be performed and all products ordered.

2.4. Orders and Services less than Ten Thousand and No/100 Dollars ($10,000.00) require one hundred percent (100%) payment prior to the order being sent to production. Orders over Ten Thousand and No/100 Dollars ($10,000.00) have the option to make a sixty percent (60%) deposit, which is due prior to the order being sent to production. If a deposit is made, the balance shall be due after the completion of the Services. Completion is after the final window treatment has been installed or, in the case of a Self-Measure Self-Installation project, when the Client picks up the window treatments from the Service Provider. Orders will not be submitted until all Fees are paid. If any amounts due to Service Provider from Client becomes past due for any reason, Service Provider may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Service Provider’s obligations under this Agreement.

2.5. If Client is planning to use a promotion or discount, purchase of the Services and products must be made during the promotion dates. Some exclusions may apply. Promotions and discounts cannot be combined unless otherwise indicated. Promotions shall not be valid for previous purchases or for cash or credit. Promotion offers are subject to change at any time without notice to Client. Discounts shall be applied before freight and/or oversized fees and taxes. Client should refer to individual promotions for details and additional information.

2.6. All payments for Services rendered are considered fully earned and non-refundable. Deposits may be refunded in full or partially if requested, but only at the Service Provider’s discretion and dependent on whether or not the Service Provider has already begun working on the deliverable.

3. Professional Services

3.1. Service Provider may, in its sole discretion, offer its Clients free measurement services to facilitate the ordering process. Measurements taken are per Service Provider’s product specifications and the sole intended use of the measurements is to help Service Provider ensure a proper fit for the products ordered. Measurements are the property of Service Provider and will not be shared with Clients. Measurement services may be provided by an employee of Service Provider or by an independent third-party subcontractor/installer that is part of Service Provider’s local installer network.

3.2. Service Provider may, in its sole discretion, offer its Clients free or paid installation services which may be provided by an employee of Service Provider or by an independent third-party subcontractor/installer that is part of our local installer network. If a window treatment installation location is inaccessible or the Client denies access to the property, room, or window, the installer will leave the treatment(s) at the job site. If another installation appointment is required, the Client may be responsible for any additional installation costs. Installation must be completed within ninety (90) days of the initial installation notification.

3.3. Any valuables and/or furnishings belonging to the Client including but not limited to: artwork, accents, furniture, etc. shall be removed by the Client from the installation work area before a Service Provider or third party subcontractor/installer arrives for installation. If the Client is not able or fails to remove furnishings prior to the installation and the installer is required to do so, the installer and Service Provider shall not be responsible for any potential damage.

3.4. The Client shall, to the fullest extent permissible by law, indemnify, defend and hold Service Provider and its respective agents and employees, harmless from and against any and all claims, liability, loss, cost, damage, or expense (including attorneys’ fees) arising from or caused by any negligent act, error, or omission, breach of contract, or intentional misconduct of Service Provider or any of its third-party subcontractors/installers, or their respective members, managers, partners, shareholders, parents, subsidiaries, employees, officers, directors, and/or agents. Additional surcharges may apply in certain circumstances.

4. Warranties & Guarantees

4.1. Service Provider does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Service Provider warrants that the Services will be performed by quality personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices.

4.2. Service Provider does not offer additional warranties for any of the items stocked or purchased from Service Provider. All warranties are serviced through the manufacturer of the product. Product-specific warranty information can be provided upon written request or can be found on the manufacturer’s website.

4.3. A sixty (60)-day satisfaction guarantee is valid for sixty (60) calendar days from the date of installation. Should the Client not be satisfied, a fifty percent (50%) discount is offered on the replacement order. Client must replace the original window treatments and the original treatments must be returned to Service Provider. This offer is valid once per project. Additional installation charges may apply. Some orders may not be eligible for a full fifty percent (50%) discount.

4.4. In the event a window treatment is damaged, Service Provider extends a fifty percent (50%) discount for up to three hundred and sixty-five (365) calendar days from the installation date. Accidental damage includes, but is not limited to: broken or damaged parts or mechanisms, rips, tears, stains, scratches, burns, cracks, holes, and fire or water damage caused by misuse, abuse, neglect, mishandling, misapplication, alterations, and/or adjustments. There will be a maximum of five (5) replacements per unit for a total of ten (10) replacements per order.

Photo or video evidence of all damage may be required and Service Provider reserves the right to inspect damaged items prior to replacement. Damaged items are to be returned to Service Provider. Service fees and installation fees may apply. Replacement items must be an exact or comparable replacement. Solana Shades Essentials are not eligible.

4.5. One (1)-Year Service Guarantee. This guarantee offers service calls at no cost to Client, with the exception of the cost of supplies to make repairs if not covered by the manufacturer warranty. Service calls are any visit to the job site after the completion of the project to repair or replace window treatments or make operation adjustments.

The one (1)-year service guarantee begins when the project is completed and is valid for three hundred and sixty-five (365) calendar days. This guarantee applies to the original Client and is not transferable and excludes products and installations measured, installed, and completed by the Client or a third party not directly contracted or hired by Service Provider.

The one (1)-year service guarantee is not eligible for commercial jobs, short-term rental properties, Self-Measure Self-Installation, and Solana Shades Essentials.

5. Force Majeure

5.1. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, or acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing, beyond the reasonable control of the Party deemed to render performance of the Agreement impracticable or impossible, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence.

6. Cord Safety Disclaimer & Notice

6.1. The 2018 ANSI/WCMA safety standard requires that all products ordered with free-hanging and accessible operating cords have a default length of no more than forty percent (40%) of the product height when the window covering is fully deployed. The forty percent (40%) length limitation is intended to help prevent accidental strangulation injury or death to children.

6.2. It is important that the Client maintains proper care of corded window coverings and keep all cords and chains secured away from children to prevent strangulation.

6.3. The Client acknowledges they have been offered a choice between window covering solutions with and without cord controls. If window coverings with cord controls are installed, the Client hereby waives all claims against the dealer, Service Provider, manufacturer, and installer and their employees and subcontractors and releases them from all liability for any and all damages arising out of the use or misuse of window coverings with cord controls.

7. Self-Measure Self-Installation

7.1. This section applies to orders in which the client is opting for “Self-Measure Self-Installation.”

7.2. By opting for Self-Measure Self-Installation, the Client assumes all liability for measurement accuracy and installation.

7.3. Service Provider uses the measurements provided by the Client in Self-Measure Self-Installation. Some measurements may be rounded down to the nearest available size to accommodate the manufacturer’s limits. For example, 32 9/16 may be rounded down to 32 1/2. Additionally, the manufacturer will make their standard deductions and it is not necessary for the Client to make deductions.

7.4. Orders placed with measurements provided by the Client will not be installed by Service Provider. In some cases, Service Provider may be able to refer the Client to a third-party installer.

7.5. In the event there is a manufacturing error with a Self-Measure Self-Installation order, Service Provider will replace the treatment at no charge to the Client. If there is an error that is a result of the measurements and specifications provided by the Client, the Client is responsible for any cost associated with the remake.

7.6. The one (1)-year service guarantee is not offered for Self-Measure Self-Installation items. Not all products are eligible for the Self-Measure Self-Installation program.

8. General Provisions

8.1. This Agreement will be governed by and interpreted in accordance with the laws of the State of Florida, without giving effect to the principles of conflicts of law of such state.

8.2. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.

8.3. Neither Party may assign this Agreement, either in whole or in part, without the express written consent of the other Party. Any assignment without such consent shall be null and void. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors, assigns, and legal representatives of the Parties. There are no third party beneficiaries to this Agreement.

8.4. If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

8.5. The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain.

8.6. Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.

8.7. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.

8.8. It is agreed and warranted by the Parties that the individuals signing this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required.

8.9. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

8.10. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. Each Party hereto has received independent legal advice regarding this Agreement and their respective rights and obligations set forth herein. The Parties acknowledge and agree that they are not relying upon any representations or statements made by the other Party or other Party’s employees, agents, representatives or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement.

These policies are subject to change at anytime without notice.
Last Updeated: June 22, 2022