POWERWASHCO –TERMS & CONDITION
Jurisdictional Compliance: California Civil Code §§1549–1701, UCC Article 2, Restatement (Second) of Contracts, OSHA 1926 Subparts, CWA/NPDES Guidelines, 15 U.S.C. §2301 et seq.
1. Scope of Contracted Maintenance and Cleaning Services
The scope of services covered under this agreement shall include, without limitation, maintenance-oriented tasks such as pressure washing, soft washing, 250°F steam cleaning, window cleaning, parking lot striping, storm drain cleaning, graffiti removal, awning cleaning, hydro jetting, vac-truck operations, signage washing, and paver sealing—as specifically outlined in the client’s signed work order. This agreement constitutes a service contract as defined under California Civil Code §§1619 and 1549 and shall not be construed as a sale of goods under UCC Article 2, except where material supply terms may apply. No contractual obligation shall arise outside the expressly defined scope of work detailed in the executed service quote or proposal.
Legal Reference:
Cal. Civ. Code §1619; §1549; Restatement (Second) of Contracts §1
2. Legal Incorporation
This agreement is constructed and interpreted pursuant to California Civil Code §§1549–1701, including applicable provisions of OSHA 29 CFR §1926, the Clean Water Act (CWA), National Pollutant Discharge Elimination System (NPDES) regulations, and Uniform Commercial Code (UCC) Article 2 where applicable to commercial service elements. All terms herein are to be enforced consistent with established principles of state and federal contract law, and interpreted to preserve the legality, enforceability, and commercial viability of the agreement.
Legal Reference:
Cal. Civ. Code §§1641–1649; OSHA 1926 Subpart L & M; CWA 33 U.S.C. §1251
3. Binding Authority
By signing a service quote, written proposal, or providing written or verbal authorization for commencement of services, the signatory affirms that they possess full legal capacity and requisite authority to bind the contracting entity, whether as an individual, business, homeowners’ association, management company, or corporate entity. This agreement becomes legally enforceable upon mutual assent, in accordance with the principles of offer, acceptance, and consideration as outlined in California Civil Code §1550 and supported by Restatement (Second) of Contracts §17. Lack of authority by the signatory shall not void the enforceability of services performed, and contracting parties shall remain liable for the fair value rendered under quantum meruit doctrines.
Legal Reference:
Cal. Civ. Code §1550; §1584; Restatement (Second) of Contracts §17
4. Pre-Existing Conditions
Powerwashco shall bear no responsibility for uncovering, exacerbating, or revealing latent or pre-existing defects at the service location. Such conditions may include, but are not limited to, structural instability, unsealed concrete, water intrusion, deteriorated paint, degraded sealants, improperly installed surfaces, or other material defects not caused by Powerwashco’s performance. Any incidental exposure of such conditions during service shall not constitute negligence, breach, or warranty. Furthermore, Powerwashco is not liable for any damage or failure resulting from issues that should have been visible to a reasonable observer during cleaning, unless such issues are grossly apparent and Powerwashco’s cleaning methods are deemed improperly applied. This limitation of liability is consistent with California Civil Code §2772, permitting indemnification exclusions for third-party or pre-existing acts, and Civil Code §3333, which governs the scope of tort-based damages in the absence of proximate causation by the service provider.
Legal Reference:
Cal. Civ. Code §2772; §3333
5. Maintenance Classification
All services rendered by Powerwashco are expressly classified as routine or preventative maintenance services within the meaning of California Civil Code §1792.4 and applicable commercial standards. These services do not constitute restoration, permanent alteration, structural correction, or warranty-based repair unless expressly stated in writing and agreed upon in a separate contract. As such, no warranty—express or implied—is provided for long-term efficacy, permanence, or future prevention unless detailed in the work order or maintenance plan agreement. This classification is further supported by the federal Magnuson-Moss Warranty Act, which excludes maintenance services from its implied warranty provisions absent express written terms.
Legal Reference:
Cal. Civ. Code §1792.4; 15 U.S.C. §2301 et seq.
6. Property Access Requirements
Client shall provide Powerwashco with full, unobstructed access to designated service areas, including work zones, on-site water sources, electrical outlets, drain connections, and required entry points. Failure to grant such access at the scheduled time may result in standby billing at prevailing industry rates. Delays caused by inaccessible areas, tenant obstruction, or lack of water/electrical availability shall not be construed as breach by Powerwashco. This clause shall be interpreted under the doctrines of commercial frustration, mitigation of damages, and reasonable performance expectations as outlined in California Civil Code §1511(1) and Restatement (Second) of Contracts §261.
Legal Reference:
Cal. Civ. Code §1511(1); Restatement (Second) of Contracts §261
7. Use of Water and Utilities
Powerwashco is authorized to utilize on-site utilities, including water, electricity, and drain connections, as reasonably necessary for performance of services, unless expressly denied in writing by the client prior to commencement. Utility use shall be considered implicitly permitted by the nature of the services contracted. Powerwashco assumes no responsibility for utility charges incurred unless separately itemized in the proposal or agreement. Post-service objections to utility usage shall be deemed waived under the doctrines of implied consent and equitable estoppel.
Legal Reference:
Cal. Civ. Code §1589; §1615; Restatement (Second) of Contracts §69
8. Environmental Compliance
All services are performed in accordance with applicable environmental regulations, including the U.S. Clean Water Act (CWA), National Pollutant Discharge Elimination System (NPDES) requirements, and local municipal runoff containment codes. Powerwashco uses industry-standard containment methods and best management practices to minimize environmental impact. Clients acknowledge a shared responsibility in preventing discharge violations and shall disclose any site conditions that may create compliance risks. Powerwashco shall not be held liable for third-party violations, environmental fines, or enforcement actions arising from unreported drainage failures, sump overflows, or illegal dumping by unrelated parties.
Legal Reference:
33 U.S.C. §1251 et seq.; 40 CFR Parts 122–124; Cal. Water Code §13376
9. Lift Equipment Authorization
Powerwashco is authorized to utilize boom lifts, aerial platforms, scaffolding, and man-lifts as reasonably necessary to access elevated service areas. All lift operations shall conform to OSHA standards, including certified operator usage, fall restraint systems, and equipment-specific safety procedures. Client understands that lift deployment may result in temporary surface indentation, landscaping disturbance, or impact to underground utilities, and agrees that such effects shall not constitute negligence or damage unless caused by reckless or unlawful conduct. Client assumes responsibility for disclosing underground infrastructure prior to mobilization.
Legal Reference:
OSHA 1926.453; Cal. Code Regs. Title 8 §3648
10. Weather Delay Clause
Powerwashco shall not be held liable for delays, postponements, or rescheduling caused by inclement weather conditions, including but not limited to rain, high winds, lightning, flooding, or environmental hazards that render the worksite unsafe or unserviceable. Services affected by such conditions will be rescheduled in good faith upon restoration of safe access. No penalties, discounts, or liability for consequential damages shall apply in such events. This clause is enforceable under California Civil Code §1511(2) and the Restatement (Second) of Contracts §261 governing impossibility and impracticability due to external events beyond a party’s control.
Legal Reference:
Cal. Civ. Code §1511(2); Restatement (Second) of Contracts §261
11. Permitting & Access Codes
It is the sole responsibility of the client to obtain, secure, and provide any necessary municipal, state, HOA, or agency permits, as well as access credentials such as gate codes, key cards, elevator access, or parking validation, prior to the scheduled service date. Powerwashco shall not be responsible for delays or non-performance resulting from failure to obtain such authorizations. Standby fees, demobilization, or rescheduling costs incurred due to lack of client-provided access shall be chargeable in accordance with standard industry practices. No liability shall attach to Powerwashco for third-party regulatory delays or fines caused by client inaction.
Legal Reference:
Cal. Civ. Code §1656; §1512
12. Subcontracting & Staff Identification
Powerwashco reserves the right to assign qualified subcontractors to fulfill portions of the contracted scope of work, provided such subcontractors meet all insurance, safety, and regulatory requirements consistent with Powerwashco’s internal standards. All field personnel, whether employees or subcontractors, shall be required to wear safety-compliant personal protective equipment (PPE), maintain valid identification, and operate in full compliance with OSHA and applicable workplace safety regulations. Powerwashco shall remain responsible for ensuring that subcontracted work meets the performance standards of the agreement.
Legal Reference:
Cal. Civ. Code §2349; Restatement (Third) of Agency §3.15
13. Insurance & Licensing
Powerwashco maintains all required licensing and insurance policies in accordance with California state law and industry best practices, including general liability, workers’ compensation, commercial automotive, and umbrella coverage. Upon written request, a Certificate of Insurance (COI) may be provided within seventy-two (72) business hours. The client acknowledges that failure to request COI documentation in advance shall not serve as a basis for delay, dispute, or non-payment. Licensing credentials and contractor classifications are governed by the California Business and Professions Code and available for verification upon request.
Legal Reference:
Cal. Bus. & Prof. Code §7026; §7071.5
14. Hazard Disclosure Clause
The client is required to disclose all known or reasonably discoverable hazards that may affect safety or job performance prior to commencement of services. This includes but is not limited to: lead-based paint, mold, vermin, loose terrain, damaged utilities, exposed electrical connections, hostile tenants, or aggressive animals. Failure to disclose such conditions constitutes an assumption of risk by the client and voids Powerwashco’s liability for resulting incidents, damage, or delays. This clause is enforceable under California Civil Code §1714 and the doctrine of premises liability as detailed in the Restatement (Second) of Torts §343.
Legal Reference:
Cal. Civ. Code §1714; Restatement (Second) of Torts §343
15. Surface Damage Waiver
Client acknowledges that the process of cleaning, stripping, or washing may expose or intensify pre-existing aesthetic or material issues, including but not limited to discoloration, oxidation, flaking paint, degraded sealants, and embedded surface stains. Such exposure shall not constitute damage or fault on the part of Powerwashco. Powerwashco disclaims liability for any visual outcomes resulting from the uncovering of aged coatings or material fatigue that were concealed prior to cleaning. This waiver aligns with California Civil Code §1668 and §2772, which support exclusions from liability for incidental effects not caused by negligence or contractual breach.
Legal Reference:
Cal. Civ. Code §1668; §2772
16. Mold, Algae, and Organic Growth
Services targeting mold, mildew, algae, moss, or other organic growths are performed using industry-standard cleaning techniques intended to reduce bio-contaminants. However, due to environmental variables—such as humidity, shade coverage, irrigation, and porous substrates—Powerwashco makes no guarantee that organic growth will not reappear following service. Recurrence is common and does not constitute service failure or defect unless covered under a separately contracted recurring maintenance plan. This clause reflects reasonable commercial expectations as interpreted under California Civil Code §1791.2(a)(4) and supported by UCC §2-314, Comment 10, which excludes naturally recurring conditions from implied warranty claims.
Legal Reference:
Cal. Civ. Code §1791.2(a)(4); UCC §2-314 Comment 10
17. Oil & Stain Removal Limitation
Powerwashco will make commercially reasonable efforts to remove visible stains such as oil, gum, rust, tire marks, and chemical deposits. However, due to the porous nature of certain surfaces—such as untreated concrete, natural stone, or aged pavers—residual shadowing or discoloration may remain. Full removal is not guaranteed, and no representation is made that permanent staining can be fully eliminated. The client waives any warranty claim for aesthetic imperfections where best-effort treatment has been applied. This clause aligns with California Civil Code §1792.4 and UCC §2-316, which authorize disclaimers of implied warranties when expressly stated.
Legal Reference:
Cal. Civ. Code §1792.4; UCC §2-316
18. ADA/FIRE Compliance Striping
ADA and fire lane compliance is determined by client-submitted plans and site drawings. Unless Powerwashco is explicitly retained to provide compliant layout design, client bears full responsibility for ensuring that all striping configurations meet current ADA Title III and California Fire Code requirements. Powerwashco disclaims any liability for future citations, non-conformity, or inspection failures unless layout services were explicitly provided and confirmed in writing.
Legal Reference: 28 CFR §36.304 (ADA Title III); Cal. Fire Code §503
19. Dumpster Pad & Trash Area Cleaning Disclosure
Powerwashco’s dumpster pad and trash area cleaning services are designed to mitigate grease buildup, odor, visual debris, and pest-attracting residue using high-temperature cleaning systems and degreasers. However, such services are not intended to sanitize or disinfect biological contaminants, nor do they constitute biohazard remediation. Trash and bulk debris removal is not included unless expressly contracted. This clause reflects service limitations consistent with California Health & Safety Code §114275 and §113973, which govern distinctions between routine cleaning and sanitation under food safety and public health statutes.
Legal Reference:
Cal. Health & Safety Code §114275; §113973
20. Graffiti Removal Clause
Powerwashco performs graffiti removal using surface-appropriate cleaning agents and controlled pressure systems. Due to substrate porosity, age, or chemical absorption, residual staining or “ghosting” may remain visible following removal. Where pigment penetration has occurred, repainting may be recommended as a corrective measure. The effectiveness of removal varies based on material type, weather exposure, and duration of defacement. This clause aligns with California Penal Code §594 governing graffiti abatement and local municipal ordinances and shall not be construed as a guarantee of full visual restoration unless specifically contracted.
Legal Reference:
Cal. Penal Code §594; Local Municipal Codes
21. Building Façade Cleaning
Powerwashco utilizes low-impact detergents and controlled rinsing techniques to clean exterior façades, including stucco, siding, and painted or uncoated vertical surfaces. Due to environmental exposure and substrate age, cleaning may reveal underlying oxidation, efflorescence, paint degradation, or fading not previously visible. These effects are cosmetic in nature and do not constitute service failure, damage, or warranty breach. Visual transformation is subject to material composition and site history. This clause is consistent with California Civil Code §§1549 and 1636, which support enforceable contracts based on reasonable performance expectations.
Legal Reference:
Cal. Civ. Code §1549; §1636
22. Window & Screen Disclaimer
Powerwashco shall not be held liable for damage to window assemblies or screen components that exhibit signs of age, wear, or prior compromise. This includes, but is not limited to, brittle or oxidized screens, cracked panes, failed window seals, fogged dual-pane systems, or loosened framing. The use of soft washing, deionized water, or low-pressure rinse systems does not alter this limitation. Liability for post-service window issues shall only apply where gross negligence is established. This clause is consistent with California Civil Code §2782.1 and recognized under the Restatement (Second) of Contracts §261, addressing performance limitations caused by latent property defects.
Legal Reference:
Cal. Civ. Code §2782.1; Restatement (Second) of Contracts §261
23. Soft Wash Warranty
Soft washing services are designed to gently eliminate bio-contaminants such as mold, mildew, algae, and organic buildup from delicate surfaces. While effective upon application, environmental conditions—including humidity, vegetation, shading, and surface porosity—may cause regrowth over time. No warranty, express or implied, shall be extended for future organic recurrence unless covered under a separately contracted maintenance plan. Client acknowledges that soft washing is a temporary preventative treatment, not a permanent remediation. This clause is enforceable under California Civil Code §1793.2 and the Magnuson-Moss Warranty Act, 15 U.S.C. §2302, governing the scope of service-based warranties.
Legal Reference:
15 U.S.C. §2302; Cal. Civ. Code §1793.2
24. Roof Washing Liability
Powerwashco does not walk on tile, slate, or similarly fragile roofing materials unless expressly authorized in writing by the client. Roof cleaning services are conducted from the gutter line, lift equipment, or other non-impact access points when feasible. The client acknowledges that moss growth, leaks, cracked tiles, lifted shingles, or substrate deterioration that becomes visible during or after service are likely the result of pre-existing conditions and shall not constitute damage by Powerwashco. This clause aligns with California Civil Code §2778(3) and UCC §2-715, establishing that incidental losses are not recoverable absent fault or contractual breach.
Legal Reference:
Cal. Civ. Code §2778(3); UCC §2-715
25. Hydro Jetting Disclosure
Hydro jetting services are performed to remove debris, buildup, and minor obstructions within accessible drain or sewer lines. However, Powerwashco makes no representation or guarantee that hydro jetting will resolve issues arising from root intrusion, pipe collapse, joint separation, or structural defects within the system. Multiple treatments may be necessary depending on pipe condition and access. Powerwashco shall not be held liable for recurring flow issues where underlying pipe failure exists. This clause is enforceable under California Civil Code §3300 and §1449, recognizing limits on consequential damages and performance warranties in the presence of external system failure.
Legal Reference:
Cal. Civ. Code §3300; §1449
26. Video Inspection Limitations
Camera line inspections are provided as a visual diagnostic service to identify general obstructions, material buildup, or structural abnormalities within accessible drain and sewer lines. Due to the limitations of video scope technology, conditions such as hairline fractures, lateral root intrusion, offset joints, or buried connections may not be visible. Findings are considered preliminary and non-binding without verification by a licensed third-party plumber. No warranty or liability shall attach to Powerwashco for undetected conditions beyond the inspection’s visual range. This clause aligns with California Civil Code §1621 and UCC §2-315 regarding reliance on suitability assessments.
Legal Reference:
Cal. Civ. Code §1621; UCC §2-315
27. Payment Terms
All invoices are due and payable on a Net 15 basis unless otherwise agreed in writing. Any payment not received within fifteen (15) calendar days shall incur a monthly finance charge of 3%, compounded monthly, until paid in full. In the event of persistent non-payment, Powerwashco reserves the right to pursue remedies including—but not limited to—mechanic’s lien filings, collection actions, and legal recovery under California Civil Code §3097 and §3321. The client expressly consents to lien enforcement procedures in accordance with applicable state and UCC §2-709 provisions governing failure to pay for rendered services.
Legal Reference:
Cal. Civ. Code §3097; §3321; UCC §2-709
28. Cancellation & Rescheduling
Cancellations made less than twenty-four (24) hours prior to the scheduled start time are subject to a cancellation fee equal to twenty percent (20%) of the total project value. Additional charges may apply for unrecoverable mobilization costs, equipment rental fees, labor deployment, or permit-specific timing constraints. Rescheduling requests must be submitted in writing and are not guaranteed without written confirmation. These provisions are enforceable under California Civil Code §3302 and §1511(1), which authorize compensation for direct costs incurred due to last-minute service disruption.
Legal Reference:
Cal. Civ. Code §3302; §1511(1)
29. Service Confirmation & Acceptance
Confirmation of service—whether by written approval, signed estimate, deposit payment, verbal authorization, or electronic communication—constitutes full acceptance of the terms and conditions outlined in this agreement. Commencement of services following such confirmation shall be deemed mutual assent and form a binding contract under the doctrine of promissory estoppel. Client waives the right to contest enforceability based on form of acceptance. This clause is supported by California Civil Code §1584 and Restatement (Second) of Contracts §90, which uphold contractual formation through conduct and reliance.
Legal Reference:
Cal. Civ. Code §1584; Restatement (Second) of Contracts §90
30. Walkthrough Requirements
Clients must complete a service walkthrough within twenty-four (24) hours of job completion to inspect the work and raise any concerns. Failure to conduct or attend a walkthrough within the designated time constitutes acceptance of the work performed, and waives the right to assert claims for visible or discoverable defects. Claims related to latent or concealed conditions remain subject to evaluation. Powerwashco shall not be held liable for objections raised beyond this period absent a showing of fraud or deliberate concealment. This clause is consistent with California Civil Code §1657 and §2079.5, governing performance timing and post-service inspection.
Legal Reference:
Cal. Civ. Code §1657; §2079.5
31. Access & Notification Waiver
The client is solely responsible for notifying all residents, tenants, employees, or occupants of scheduled service dates, noise, access restrictions, or utility use that may arise during Powerwashco’s operations. Powerwashco shall not be held liable for disturbances, complaints, or access-related disputes resulting from a lack of advance notice. This includes but is not limited to noise complaints, temporary obstructions, or limited access to driveways, sidewalks, or shared spaces. This clause aligns with California Civil Code §1714(a) and §1589, which govern third-party impacts and implied duty in multi-tenant and community environments.
Legal Reference:
Cal. Civ. Code §1714(a); §1589
32. Privacy and Media Release
Unless expressly declined in writing prior to service, Powerwashco reserves the right to capture photos and videos of job sites for purposes of documentation, training, quality control, and marketing. Media shall not include identifying details such as faces, license plates, unit numbers, or sensitive client information unless specifically authorized. Clients may opt out at any time by submitting a written notice. All media use complies with California’s Right of Publicity Statute and the California Consumer Privacy Act (CCPA), including redaction or anonymization of sensitive materials when required.
Legal Reference:
Cal. Civ. Code §3344; §1798.100 et seq. (CCPA)
33. Equipment Storage
For multi-day or phased projects, Powerwashco may store equipment, lift machinery, or containment systems on-site overnight when logistically necessary and space permits. Unless otherwise agreed in writing, the client assumes responsibility for safeguarding stored equipment from theft, vandalism, unauthorized use, or damage caused by third parties. Powerwashco shall not be liable for site-related losses once daily work concludes unless caused by gross negligence or contractual breach. This clause is enforceable under California Civil Code §3051 and §1624 governing bailment relationships and oral modification requirements.
Legal Reference:
Cal. Civ. Code §3051; §1624
34. Spill & Containment Clause
All chemical handling, degreasing, and wastewater containment performed by Powerwashco adheres to applicable EPA guidelines, NPDES discharge controls, and local stormwater ordinances. Powerwashco shall not be held liable for environmental violations or remediation costs arising from pre-existing site contamination, sump failure, illegal dumping, or unreported hazardous conditions. Any spills occurring during service will be contained and reported in accordance with state and federal environmental protocols. This clause aligns with the Clean Water Act, California Water Code §13304, and applicable municipal stormwater regulations.
Legal Reference:
CWA 33 U.S.C. §1321; Cal. Water Code §13304
35. Monument and Sign Cleaning
Monument signs, architectural signage, and painted displays often exhibit oxidation, flaking paint, or substrate erosion due to prolonged UV exposure and environmental wear. Cleaning may expose or intensify these existing conditions. Powerwashco shall not be held liable for cosmetic deterioration, paint loss, or structural wear revealed during cleaning. No surface restoration, repainting, or material replacement is included unless separately contracted. This clause is supported by California Civil Code §3301 and §2772, which limit recovery to actual damage caused, not the uncovering of pre-existing surface defects.
Legal Reference:
Cal. Civ. Code §3301; §2772
36. Efflorescence & Calcium Deposits
Efflorescence, calcium deposits, and other mineral-based staining on concrete, stone, or masonry surfaces may not be fully removable through standard cleaning techniques. Powerwashco uses non-acidic, substrate-safe treatments where applicable, but offers no guarantee of complete removal due to the penetrating nature of such deposits. The client acknowledges that visible improvement—not full restoration—is the reasonable performance standard for these conditions. This clause aligns with California Civil Code §1668 and §1792.4, which permit the exclusion of implied warranties in cases of known material limitations.
Legal Reference:
Cal. Civ. Code §1668; §1792.4
37. Retention Basin & Area Drain Limitation
Powerwashco provides jetting and vac-truck services for retention basins, area drains, and trench systems to restore temporary flow and remove sediment buildup. However, ongoing accumulation from upstream sources, inadequate slope, or system design flaws may result in reoccurrence. Excavation, grading, or long-term engineering corrections are not included unless expressly contracted. Client acknowledges that flow restoration does not imply permanent resolution. This clause is consistent with California Civil Code §1635 and UCC §2-615, which address partial performance and service impracticability in evolving field conditions.
Legal Reference:
Cal. Civ. Code §1635; UCC §2-615
38. Accessory Damage Waiver
Powerwashco shall not be held liable for damage to personal property or non-permanent fixtures left within active work zones. This includes, but is not limited to, planters, outdoor furniture, extension cords, lighting features, decorations, signage, or unsecured equipment. Clients are responsible for removing or safeguarding such items prior to scheduled service. Any damage resulting from failure to remove these items shall be deemed client-assumed risk. This clause is enforceable under California Civil Code §1714.8 and §2778, which govern shared responsibility and indemnity for moveable property.
Legal Reference:
Cal. Civ. Code §1714.8; §2778
39. Neighbor or Public Complaints
Powerwashco shall not be held liable for complaints, objections, or interference by neighbors, tenants, bystanders, or members of the public related to noise, water runoff, cleaning odors, equipment presence, or visual impacts during service. The client accepts responsibility for coordinating with surrounding property occupants, especially in shared-use, mixed-zoning, or community-managed areas. This clause is consistent with California Civil Code §3480 and the Restatement (Second) of Torts §821B, which limit nuisance claims where services are temporary, permitted, and reasonably conducted.
Legal Reference:
Cal. Civ. Code §3480; Restatement (Second) of Torts §821B
40. Documentation Provision
Upon request, Powerwashco may provide basic before-and-after photographs, crew logs, or summary service reports as part of post-job documentation. Not all services are routinely photographed or reported unless specified in the service agreement, RFP, or scope of work. Visual records are retained for internal quality assurance and liability protection and may be subject to privacy redaction when shared externally. This clause aligns with California Civil Code §1638 and §1656, which govern contract interpretation and documentation relevance in service-based agreements.
Legal Reference:
Cal. Civ. Code §1638; §1656
41. Civil Code Enforcement Clause
In the event of any ambiguity, uncertainty, or conflicting interpretation within this agreement, the terms shall be construed to uphold enforceability, effectuate the intent of the parties, and preserve commercial viability. Preference shall be given to interpretations that support contractual enforcement rather than invalidation. This provision is consistent with California Civil Code §§1635–1659, which govern how ambiguous contract terms must be read in favor of effectiveness and good faith obligations.
Legal Reference:
Cal. Civ. Code §§1635–1659
42. Indemnity Clause
Client agrees to indemnify, defend, and hold harmless Powerwashco, its employees, subcontractors, and affiliates from and against any and all claims, losses, liabilities, fines, penalties, damages, attorney’s fees, and expenses arising out of or related to: (a) third-party interference or injury; (b) client’s failure to provide proper site access, permits, or utility connections; or (c) violations of applicable laws, codes, or ordinances not caused by Powerwashco. This clause is enforceable under California Civil Code §2778 and UCC §2-715(2), which govern indemnity obligations and incidental damages within service agreements.
Legal Reference:
Cal. Civ. Code §2778; UCC §2-715(2)
43. Severability Clause
If any provision, clause, or portion of this agreement is determined to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect to the maximum extent permitted by law. The parties agree that any unenforceable provision shall be revised to reflect the parties’ original intent as closely as possible while preserving enforceability. This clause is governed by California Civil Code §1599, which authorizes the preservation of lawful contractual obligations independent of invalid terms.
Legal Reference:
Cal. Civ. Code §1599
44. Non-Waiver Clause
The failure of Powerwashco to insist upon strict performance of any provision in this agreement, or to exercise any right or remedy, shall not be construed as a waiver of such provision, right, or remedy in any other instance. No waiver shall be effective unless made in writing and signed by an authorized representative. The client acknowledges that leniency, accommodation, or temporary forbearance shall not prevent Powerwashco from enforcing any part of this agreement at a later time. This clause aligns with California Civil Code §1501 and §3532, which establish that rights not immediately enforced are not waived.
Legal Reference:
Cal. Civ. Code §1501; §3532
45. Force Majeure
Powerwashco shall not be held liable for any delay, interruption, or failure to perform its obligations under this agreement when such delay is caused by circumstances beyond its reasonable control. These include, but are not limited to: natural disasters, inclement weather, acts of God, pandemics, utility failure, labor strikes, civil unrest, material shortages, transportation disruptions, government shutdowns, or war. In such cases, timelines shall be extended or rescheduled in good faith without penalty or breach. This clause is enforceable under California Civil Code §1511(2) and UCC §2-615, which excuse performance when made impracticable by force majeure events.
Legal Reference:
Cal. Civ. Code §1511(2); UCC §2-615
46. overning Law
This agreement shall be governed by, interpreted under, and enforced in accordance with the laws of the State of California—or, where applicable, the state in which the services were performed. In the event of any legal dispute, the venue for resolution shall be the county in which the work was rendered, unless otherwise mutually agreed in writing. This clause ensures consistency with California Civil Code §1646 and UCC §1-301, which authorize contract interpretation under the jurisdiction most closely related to the performance.
Legal Reference:
Cal. Civ. Code §1646; UCC §1-301
47. Attorney’s Fees Clause
In the event of any legal action, arbitration, or enforcement proceeding arising from this agreement, the prevailing party shall be entitled to recover all reasonable costs incurred, including attorney’s fees, expert witness fees, court costs, and litigation-related expenses. If Powerwashco is required to participate in any form of legal dispute whether as a witness, respondent, or claimant—the client agrees to compensate Powerwashco at a rate of $7,500.00 per hour for executive time spent on litigation-related tasks. These include but are not limited to: preparation of legal documents, deposition or hearing attendance, travel, testimony, document production, and consultation with legal counsel. This clause survives contract termination and is enforceable under California Civil Code §1717.
Legal Reference:
Cal. Civ. Code §1717
48. Entire Agreement Clause
This document, together with any signed proposals, work orders, or service quotes, constitutes the entire and exclusive agreement between the parties. All prior discussions, agreements, or understandings—whether oral or written—are superseded by this agreement. Any modifications to this agreement must be made in writing and signed by both parties to be valid. Verbal, electronic, or informal modifications shall have no effect. E-signatures and email confirmations are deemed as valid execution under California’s Uniform Electronic Transactions Act (UETA).
Legal Reference:
Cal. Civ. Code §1625; §1698
49. Modification Clause
Any modification, amendment, or alteration to this agreement must be executed in writing and signed by both parties to be valid and enforceable. The parties agree that no oral statements or prior written material not specifically incorporated herein shall be of any force and effect. Electronic signatures, including email confirmations, shall be treated as valid and binding under California’s Uniform Electronic Transactions Act (UETA) and the Electronic Signatures in Global and National Commerce (ESIGN) Act.
Legal Reference:
UETA Cal. Civ. Code §1633.7; §1633.15
50. Acceptance by Signature
By signing a service quote, work order, or invoice, or by allowing services to commence, the client acknowledges and accepts all the terms and conditions outlined in this agreement. This document constitutes a binding contract, and the client affirms they have read, understood, and voluntarily agreed to all terms, waivers, and responsibilities outlined herein. Electronic signatures and other forms of digital acknowledgment, including email consent, shall be considered valid forms of execution under applicable law. Failure to formally sign the quote shall not void enforceability where services were rendered with client knowledge, access granted, or invoice acceptance, constituting retroactive agreement under California Civil Code §1584.
Legal Reference:
Cal. Civ. Code §1584; §1636
51. Dispute Resolution Clause
In the event of any dispute arising out of or relating to this agreement, the parties agree to engage in good faith negotiation to resolve the matter. If unresolved, the dispute shall proceed to mediation administered by a mutually agreed-upon neutral mediator located in the county where the services were performed. If mediation fails, the dispute shall be resolved through binding arbitration under the rules of the American Arbitration Association (AAA) or another mutually agreed-upon arbitration body. Any legal claims requiring urgent injunctive relief may be pursued immediately in a court of competent jurisdiction without waiving the obligation to arbitrate remaining claims. This clause is enforceable under California Civil Code §1280 et seq. and the Federal Arbitration Act (9 U.S.C. §§1–16)
Legal Reference:
Cal. Civ. Code §1280 et seq.; Federal Arbitration Act, 9 U.S.C. §§1–16
52. Prevailing Wage Compliance (If Applicable)
For services performed on public works projects, state-funded projects, or any work subject to prevailing wage laws, Powerwashco shall adhere to all applicable prevailing wage requirements under the California Labor Code §§1720–1861. This includes, but is not limited to, ensuring the payment of the minimum prevailing wages as determined by the Department of Industrial Relations (DIR), maintaining certified payroll records, and complying with any other documentation or reporting requirements mandated by the DIR. The client is required to notify Powerwashco at the time of contract execution if the project is subject to prevailing wage laws. Failure to notify Powerwashco at the time of contract execution may result in withheld service, project repricing, or compliance delays.
Legal Reference:
Cal. Labor Code §§1720–1771.5; 8 CCR §§16000–16439
53. Notice of Terms Availability and Client Review
By accepting a service quote, work order, or proposal from Powerwashco, the client acknowledges that the full Terms & Conditions were made available at the time of contracting—whether through direct delivery, email link, or published access via Powerwashco’s official website. The client affirms that they were afforded a reasonable opportunity to review these terms prior to authorizing services, and that consent to proceed constitutes voluntary and informed agreement to all provisions outlined herein. This clause is intended to establish clear contractual assent, minimize post-service disputes, and confirm enforceability under prevailing California contract law.
Legal Reference:
Cal. Civ. Code §1584; §1636; Restatement (Second) of Contracts §19