Terms & Conditions of Service

These Terms and Conditions (this "Agreement") are entered into by and between ATX Construction Handyman and Remodeling LLC, a Texas limited liability company (the "Company," "we," "us," or "our"), and the client identified on the accompanying Project Agreement, Estimate, or Invoice (the "Client," "you," or "your"). Client and Company are each a "Party" and collectively the "Parties."

This Agreement governs all handyman, repair, remodeling, and construction services (the "Services" or "Work") performed by Company at the real property identified in the Project Agreement (the "Property"). By signing a Project Agreement, accepting an estimate, issuing a purchase order, tendering a deposit, or permitting Company to commence Work, Client agrees to be legally bound by this Agreement.

The Work is described in a written estimate, invoice, or project agreement signed or accepted by Client (the "Project Agreement"). This Agreement and the Project Agreement, together with any executed Change Orders, constitute the entire contract between the Parties. In the event of conflict, the order of precedence is: (a) executed Change Orders; (b) the Project Agreement; (c) this Agreement. Any scope, drawing, specification, or detail not expressly included in the Project Agreement is excluded from the Work.

The individual signing the Project Agreement represents and warrants that:

• he or she is the fee-simple owner of the Property, or is a duly authorized agent of every owner and every spouse of an owner with full authority to bind all owners and to encumber the Property with a mechanic's and materialman's lien;
• if the Property is held by a trust, LLC, partnership, or other entity, signer has full authority to bind the entity; and
• if the Property is leased or otherwise not owned by signer, signer has obtained written consent from the fee-simple owner(s) authorizing the Work and acknowledging Company's lien rights, and will deliver that consent to Company before Work begins.

Signer agrees to indemnify, defend, and hold Company harmless from any claim, loss, or expense (including reasonable attorney's fees) arising from any breach of this representation.

Homestead. If the Property is the homestead of Client or Client's spouse, both spouses must sign this Agreement and the Project Agreement, and Company must record the contract with the county clerk before any labor is performed or material is furnished, as required by Article XVI, § 50(a)(5) of the Texas Constitution and Texas Property Code § 53.254. See Section 18 for additional homestead procedures.

Client agrees to pay the full Contract Price set forth in the Project Agreement. Accepted payment methods:

• Personal or business check
• Zelle to payments@atx-handyman.com (ATX Construction Handyman and Remodeling LLC)
• Cash or cashier's check
• ACH transfer (subject to a 1% convenience fee)
• Credit or debit card (subject to a 4% convenience fee)

All convenience fees are added to the invoice and form part of the Contract Price. Returned checks incur a $50 NSF fee plus any actual bank charges.

• Labor-only jobs: 30% of the Contract Price due upon execution of the Project Agreement.
• Jobs including materials: 50% of the Contract Price due upon execution of the Project Agreement.

Deposits are applied against the Contract Price and represent compensation for scheduling, mobilization, administrative setup, material procurement, and lost-opportunity costs. Upon receipt, the deposit is non-refundable to the extent of costs actually incurred and reasonably allocable lost-opportunity damages, and is otherwise subject to the termination provisions of Sections 11 and 22.

Time is of the essence as to every payment. Payments are due according to the schedule set forth in the Project Agreement and any milestone invoices delivered by Company. Company will deliver each invoice by email to Client's Designated Email. An invoice is deemed delivered on the next business day after it is sent, provided Company does not receive a non-delivery notice.

A typical Payment Schedule consists of: (i) the Deposit; (ii) one or more Milestone Payments tied to progress (e.g., TimeLine points set forth by the operations office, rough-in complete, materials on site, drywall complete); and (iii) Final Payment upon substantial completion.

Each invoice is due upon receipt unless a different due date is stated on the face of the invoice. Client may withhold from any payment a reasonable amount (not to exceed 150% of the good-faith cost to complete or correct) for items specifically identified in writing as incomplete or non-conforming, but may not withhold based on aesthetic preference, items outside the approved scope, or unrelated disputes.

If any invoice remains unpaid more than twenty-four (24) hours after delivery, Company reserves the right, without further notice, to suspend all Work, demobilize, remove tools and unused materials, and withhold lien releases and warranty documentation until all past-due amounts are paid in full. Any suspension:

• is not a breach by Company;
• automatically extends every deadline by the period of suspension plus a reasonable remobilization period;
• entitles Company to a remobilization fee equal to the greater of $750 or 5% of the unpaid balance; and
• does not waive any other remedy available to Company.

Any undisputed amount not paid when due accrues interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by Texas law, from the due date until paid in full. The prevailing party in any collection action, arbitration, or lien proceeding is entitled to recover reasonable attorney's fees, court or arbitration costs, expert fees, and costs of filing and foreclosing any lien.

A signature on behalf of an entity, without a separate guaranty signature, does not create personal liability under this Section.

No change to the Work is valid or binding unless documented in a written Change Order, which means any of the following issued or confirmed by Company:

• a written change order signed by both Parties;
• an email from Client's Designated Email approving scope and price; or
• a text message from the mobile number Client identifies on the Project Agreement approving scope and price, followed by a confirming email from Company.

Verbal instructions, site conversations, and assumed understandings do not bind either Party and do not entitle Client to any addition, deletion, or credit. Client waives any claim based on alleged oral promises, representations, or modifications, except to the extent such waiver is prohibited by Texas law.

Company may issue a Change Order for: (i) any deviation from the approved scope; (ii) any Hidden Condition described in Section 14; (iii) any Client-directed acceleration; and (iv) any delay or additional cost caused by Client, Client's separate contractors, or third parties. Work affected by a proposed Change Order may be suspended pending approval, and the schedule will extend accordingly.

Company may terminate this Agreement if Client: (a) fails to pay any undisputed amount when due and does not cure within seven (7) days of written notice; (b) materially breaches this Agreement and fails to cure within fourteen (14) days; (c) files for bankruptcy that is not dismissed within sixty (60) days; or (d) denies Company reasonable access to the Property after written notice.

Upon termination, Client shall pay Company for Work performed, materials ordered and non-returnable, demobilization costs, and overhead and profit of fifteen percent (15%) on the unperformed balance.

Upon substantial completion, Company will notify Client in writing. Client shall, within seven (7) days, either: (a) accept the Work in writing; or (b) deliver a written punch-list identifying any items claimed to be incomplete or non-conforming.

If Client does not deliver a written punch-list within seven days, Client is deemed to have accepted the Work, except that latent defects not reasonably discoverable on walkthrough remain subject to the warranty in Section 17. Occupancy or use of the Work for its intended purpose, or Final Payment, constitutes acceptance.

Unless the Project Agreement states otherwise, Company will furnish all materials, which will be new and of standard commercial quality. Company may substitute materials of equal or better quality if the specified item is unavailable, with reasonable advance notice to Client. Title to materials passes to Client upon payment; risk of loss passes to Client upon delivery to the Property. Client is responsible for insuring materials once delivered.

Company's price and schedule are based on conditions reasonably observable on the date of the Project Agreement. If Company encounters any Hidden Condition — including mold, asbestos, lead-based paint, structural rot, water damage, inadequate framing, non-code electrical or plumbing, or prior unpermitted work — Company will notify Client and suspend Work in the affected area until resolved by written Change Order.

Client is responsible for the cost of investigating, testing, abating, and remediating any Hidden Condition. Company is not a licensed environmental remediator. Client releases Company from any claim arising out of pre-existing or concealed conditions, except to the extent caused by Company's negligence, gross negligence, or willful misconduct.

Allocation of Permit Responsibility

Except where Texas law requires a licensed-trade contractor to pull the permit, Client is responsible for obtaining, paying for, and closing out all permits, approvals, and inspections required for the Work. The Project Agreement will identify any permit Company has expressly agreed to obtain. Absent that express written assumption, Client retains the obligation.

Unpermitted Work at Client Direction

If Client directs Company to perform Work without a required permit, Client does so at Client's sole risk and expressly waives any warranty claim arising from the unpermitted status of that Work. Company reserves the right to refuse Work it believes requires a permit not yet obtained.

Code Compliance

Company will perform the Work in substantial compliance with applicable building codes in effect at the Property on the date the Project Agreement is executed. Code changes after that date are Change Order items.

Client shall provide safe, timely, and unobstructed access to the Property during normal working hours (Monday–Saturday, 7:00 a.m. to 7:00 p.m.), and shall provide access to electricity, water, and, where reasonably available, a restroom. Client shall secure pets, firearms, cash, jewelry, artwork, collectibles, electronics, data, and other valuables. Company is not responsible for damage to undisclosed or unprotected high-value items, except to the extent caused by Company's negligence, gross negligence, or willful misconduct.

Company warrants its workmanship to be free from material defects for a period of one (1) year from the date of substantial completion. This warranty supplements any non-disclaimable implied warranty preserved by Texas law. All other express and implied warranties are DISCLAIMED to the fullest extent permitted by law. Manufacturer warranties on materials pass through to Client and are the exclusive source of recovery for defects in those items.

This warranty does not cover: (i) normal wear and tear; (ii) abuse, misuse, or neglect; (iii) damage caused by third parties; (iv) alterations by anyone other than Company; (v) defects in pre-existing work or materials; (vi) Hidden Conditions; (vii) cosmetic cracks in grout, caulk, drywall, or natural materials; or (viii) acts of God.

Mandatory Right to Cure / RCLA

Before commencing any action for defective workmanship, Client shall provide Company written notice describing the alleged defect and a reasonable opportunity — not less than sixty (60) days — to inspect and cure, in accordance with Chapter 27 of the Texas Property Code (RCLA). Failure to comply is a defense to the extent provided by statute.

Client acknowledges that Company is entitled to a constitutional, statutory, and contractual mechanic's and materialman's lien against the Property under Article XVI, § 37 of the Texas Constitution and Chapter 53 of the Texas Property Code, as security for all amounts owed, including the Contract Price, Change Orders, interest, and collection costs.

Homestead Procedures

If the Property is the homestead of Client or Client's spouse: (a) this Agreement is executed before any labor is performed or material is furnished; (b) both spouses (if applicable) have signed; (c) the contract will be filed of record with the county clerk; and (d) Client shall cooperate in signing any additional documents necessary to perfect Company's homestead lien.

Client's Indemnity

To the fullest extent permitted by law, Client shall indemnify, defend, and hold harmless Company and its members, officers, employees, subcontractors, and agents from any claims, losses, damages, fines, liabilities, and expenses (including attorney's fees) arising out of or relating to: (a) Client's breach of this Agreement; (b) any misrepresentation by Client; (c) pre-existing site conditions or Hidden Conditions not caused by Company; (d) acts or omissions of Client or Client's separate contractors; (e) any injury caused by an unsafe condition at the Property not created by Company; (f) any claim by a lender, tenant, co-owner, or non-signing spouse; or (g) Client's failure to obtain required permits.

Anti-Indemnity Carve-Out

Client's indemnity obligations do not extend to any claim to the extent caused by the negligence, gross negligence, or wrongful act of any Company Party, in accordance with Texas Civil Practice & Remedies Code Chapter 130 and Texas Insurance Code Chapter 151.

Company's Indemnity

Company shall indemnify and hold harmless Client from any claim for bodily injury to third parties or damage to tangible property to the extent directly caused by Company's negligence, gross negligence, or willful misconduct, subject to Section 20.

To the fullest extent permitted by law, Company's total aggregate liability to Client, from any and all causes and under any legal theory, shall not exceed the amount actually paid by Client to Company under the Project Agreement giving rise to the claim. Company will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages — including lost rent, lost profits, diminution in value, loss of use, relocation costs, or emotional distress — even if advised of the possibility of such damages.

This Section does not limit liability for: (a) Company's gross negligence, willful misconduct, or fraud; (b) bodily injury or death caused by Company's negligence; (c) Company's indemnity obligations to the extent covered by Company's insurance; or (d) any liability that cannot be limited under Texas law. This limitation survives termination of this Agreement.

Company maintains commercial general liability insurance of not less than $1,000,000 per occurrence. A certificate of insurance is available on request. Client shall maintain homeowner's or property insurance covering the Property, its contents, and existing improvements. Each Party waives all rights of subrogation against the other for losses covered by property insurance.

For Cause

Client may terminate for Company's uncured material breach after providing Company written notice specifying the breach and a fourteen (14) day opportunity to cure.

For Convenience

Client may terminate for convenience at any time on written notice, provided Client pays Company: (i) all amounts earned through the date of termination; (ii) materials ordered and non-returnable; (iii) restocking and demobilization charges; and (iv) a termination-for-convenience fee equal to fifteen percent (15%) of the unperformed balance of the Contract Price, which the Parties agree is a reasonable forecast of Company's lost profit and overhead and is not a penalty. The Deposit is applied against amounts owed, with any excess refunded to Client.

Neither Party is liable for failure or delay in performance caused by events beyond its reasonable control, including weather, acts of God, pandemic, supply-chain disruption, material shortage, labor dispute, transportation failure, fire, flood, utility failure, governmental action, civil unrest, or Hidden Conditions. Deadlines extend on a day-for-day basis plus reasonable remobilization time. Force majeure does not excuse the obligation to pay amounts already earned.

Company will pursue the Work with reasonable diligence. Stated start dates, milestone dates, and completion dates are estimates only and are not guaranteed unless expressly designated as "firm" in a writing signed by Company. Liquidated damages, if any, apply only where expressly set forth in the Project Agreement.

Company may retain qualified subcontractors to perform portions of the Work and remains responsible for their performance. All subcontractors are bound by the terms of this Agreement to the extent applicable.

Company is not responsible for the acts, omissions, delays, defects, or damage caused by any contractor, designer, vendor, or tradesperson separately retained by Client. Client shall coordinate its contractors to avoid interference with Company's Work; any resulting delay or damage caused by Client's separate contractors is a Client cost.

Mediation First

Before initiating arbitration, the Parties shall attempt in good faith to resolve any dispute through non-binding mediation in Travis County, Texas, with a mutually agreeable mediator. Mediation fees are shared equally.

Binding Arbitration

If mediation does not resolve the dispute within forty-five (45) days of a written demand, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules, seated in Travis County, Texas. The prevailing party is entitled to recover reasonable attorney's fees, expert fees, arbitration fees, and costs.

Class-Action Waiver

The Parties waive any right to participate in a class, collective, or representative arbitration or proceeding. If this class-action waiver is held unenforceable, the entire arbitration agreement is void and disputes will be resolved in the courts of Travis County, Texas.

Carve-Outs

Nothing in this Section prevents Company from: (i) filing or foreclosing a mechanic's lien in the appropriate Texas district court; (ii) seeking injunctive relief to protect its intellectual property, confidential information, or lien rights; or (iii) pursuing collection of undisputed past-due amounts in justice or county court.

Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles.

This waiver is enforceable only to the extent permitted by Texas Business & Commerce Code § 17.42, and is effective only if all statutory conditions are satisfied. If any statutory condition is not satisfied, this waiver is unenforceable and Client retains all DTPA rights. The remainder of this Agreement remains in full force.

Notices required under this Agreement are effective when delivered by: (a) email to the Designated Email, deemed received the next business day after sending; (b) certified U.S. mail, return receipt requested, deemed received three business days after mailing; or (c) nationally recognized overnight courier, deemed received on the next business day after dispatch. Statutory lien notices will be sent in the manner required by Chapter 53 of the Texas Property Code.

The Parties consent to conducting this transaction electronically. Electronic and digital signatures, including those applied via DocuSign, Adobe Sign, email confirmation, or similar systems, are valid, enforceable, and binding under the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Ch. 322) and the federal E-SIGN Act, 15 U.S.C. § 7001 et seq.

Client acknowledges that artificial-intelligence tools, chatbots, large-language models, online forums, social-media commentary, and similar sources ("AI/Third-Party Sources") are not parties to this Agreement, do not have personal knowledge of the Property or the scope of Work, and do not have professional licensure or liability for advice rendered. Outputs generated by AI/Third-Party Sources are not binding on Company and do not amend, supplement, or override this Agreement, the Project Agreement, or any Change Order.

In the event of any conflict between an AI/Third-Party Source and Company's professional assessment, Company's professional assessment is final and controlling for purposes of this Agreement. Client may not rely on AI/Third-Party Sources to withhold payment, demand a credit or rework, claim breach of contract or warranty, or dispute the scope, quality, or pricing of the Work.

Nothing in this Section limits Client's right to obtain a second opinion from a licensed Texas contractor or engineer; however, only a written report from such a licensed professional, delivered in accordance with Section 17, will be considered in any dispute.

• Entire Agreement. This Agreement, together with the Project Agreement and any executed Change Orders, constitutes the entire agreement between the Parties and supersedes all prior proposals, discussions, or representations, oral or written.
• Amendments. No amendment is effective unless in writing and signed or e-signed by both Parties, except Change Orders as defined in Section 10.
• Assignment. Client may not assign this Agreement without Company's prior written consent. Company may assign this Agreement and its receivables to an affiliate, successor, or factor without consent, on written notice to Client.
• Severability. If any provision is held unenforceable, it will be reformed to the minimum extent necessary, and the remaining provisions will continue in full force.
• Survival. Sections concerning payment, indemnity, limitation of liability, warranty, lien rights, dispute resolution, confidentiality, jury waiver, and any provision that by its nature should survive, survive termination or completion.
• Independent Contractor. Company is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.
• No Waiver. No failure or delay by either Party in exercising any right constitutes a waiver. Waivers must be in writing signed by the waiving Party.
• Counterparts. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument.
• Headings. Headings are for convenience only and do not affect interpretation.