1. Incorporation: These Terms and Conditions are incorporated into the Custom Change Order Detail Service submitted herewith and together constitute the Agreement between SDX Consulting, LLC (SDX) and Client.

2. Definitions: As used herein, the following terms are defined as:
   • .act File. The file produced by ACT Dimensions.
   • ACT Building System. A building specification and ordering system including proprietary software entitled ACT Dimensions and its components for the engineering, sales and ordering of Parts and Materials and generation an Order which is supplied through an approved supplier network.
   • Direct Client of ACT who is authorized to distribute the ACT Building System to Distributors and Users.
   • The Company or SDX.
   • The taking of an .act File sent for Custom Engineering of a COLD FORMED Steel Building and editing the Order to include the correct Parts and Materials before returning the .act File reflecting the Custom Engineering changes back to the ACT Client.
   • Detailing Fees. The Fees paid to the Company direct from ACT’s Clients.
   • The list of parts and materials generated by ACT Dimensions which can be sent by the Distributor’s and User’s via the ACT Building System to the Client for manufacture and/or supply.
   • Parts and Materials. The building components offered for sale by and through the Client which are made available to the Distributor and User’s though the ACT Building System.
   • Project. The building or structure identified in SDX’s Custom Change Order Detail Service
   • The Client or its authorized provider of Parts and Materials.

3. Scope of Work: Clients will be provided with professional, transparent, and honest service. Client will supply SDX with the appropriate documentation from the ACT Building System. The documents may include but are not limited to system drawing files, engineering change orders, and any other relevant documentation. Services will include providing back to Client the original, the modified order drawing, an explanation of the updated order materials. It is recommended that the Client review the documentation before completing the order. SDX will not modify, alter, or change anything that would require the building to be engineered. SDX will only modify the order to reflect the custom change order detail service. Materials will remain in exact specification as engineering intended.

Disclaimer: SDX does not assume responsibility for the engineering integrity, final project outcome, structural performance, or code compliance of any Project. All services are administrative in nature and performed strictly as a courtesy to assist the Client in managing order details. The final review, approval, and responsibility for the use of all files and output lies solely with the Client.

4. Duties of SDX:
   • Detailing Turnaround Times. SDX agrees to respond to Client within 1 business day of receiving a detailing job. The response shall include a cost estimate for the work if required, a time estimate for completion based on having all information from Client required, and a request for any further information that may be required to complete the job. If the estimated date is going to be exceeded, then prompt communication to Client with a new estimated date is required.
   • Detailing Fees. SDX will invoice and collect payment from Client directly for the Detailing fees.

5. Payment: Unless otherwise agreed in writing, Client shall pay SDX upon completion of the Detailing. SDX will retain completed materials until the payment is received. Charges will be $50.00 per hour. Minimum of 1 hour billed for services. If service is going to exceed 4 hours, SDX will contact the Client and request approval. Approvals are only accepted via e-mail.  

6. Services Timeline: Upon receiving the appropriate files, an estimate will be provided within 24 hours. From the point the estimate is approved, an estimate of when the files will be returned to the Client will be provided. The timeline is subject to reasonable adjustment for delays in providing information or approvals needed from Client, or third parties who must review and approve the documents prepared by SDX.
7. Rushed Job Requests From time to time, SDX may agree to complete a Project on an expedited or “rushed” basis. These jobs are accepted as-is, and once the updated file is delivered to the Client, SDX is no longer involved in the project. No revisions, updates, or follow-up services will be provided after delivery.

The rate for all rushed jobs is 4x SDX’s standard hourly rate or 4x the quoted estimate, whichever applies.

The Client must agree to these terms in writing before SDX accepts and begins the job as a rushed request.

7. Force Majure: The following delays or defaults in the performance of obligation of SDX  under this Agreement shall not be a breach of this Agreement when caused directly or indirectly by: 1) accidents and acts of God; 2) the failure of Client or its agents to furnish information or to review SDX ‘s work promptly; 4) late, slow or faulty performance by Client or 5) other cause beyond SDX  ‘s reasonable control.
8. Data Retainment and Non-Disclosure: SDX will retain Client’s files for a period of one year after completion of SDX’s Detailing. After one year, Client’s files will be permanently destroyed. Since SDX will be handling several Clients, SDX will not furnish any information regarding the details of any other Client’s details, costs, and any information that could tarnish the competitive market. There will be zero exceptions to this policy.

9. Digital Data: In accepting and using drawings, documents and data furnished electronically by SDX, Client agrees: 1) not to use these electronic files for purposes or Projects other than the Project that Is the subject of this agreement; 3) to waive claims against SDX  resulting from unauthorized changes or improper use of the electronic files by anyone other than SDX; 4) that they are aware that differences may exist between the electronic files delivered and the printed copies of the construction documents; 5) to the fullest extent permitted by law, to indemnify and hold harmless SDX, its officers, employees and consultants against damages, liabilities or costs, including attorneys’ fees and court costs, arising from the improper use of the electronic files. Client shall be financially responsible for cost increases to material or labor costs due to shortage or backorders that are outside SDX ’s control.

10. Representations and Warranties: Client expressly acknowledges that SDX is not an engineering firm and is not providing any engineering services in connection with the Detailing. SDX warrants that it will perform its work in accordance with the degree of care and skill ordinarily exercised by members of SDX’s profession. SDX makes no warranty, either express or implied, as to its findings, recommendations, plans, specifications, or professional advice except that the services were performed pursuant to generally accepted standards in effect at the time of performance in the locality where the Project is located. Client acknowledges and agrees that SDX’s role is limited to data and document processing. SDX does not warrant or guarantee that any Detailing Service performed will result in successful permitting, compliance, or construction outcomes. The Client assumes all risk and responsibility for the use of the materials returned by SDX.

11. Indemnification: To the fullest extent available by law, Client agrees to indemnify, defend, and hold harmless SDX, and its officers, employees, agents, and consultants, from cost, expense, including attorneys’ fees, claim, damage or liability, including strict and statutory liability, of nature arising from or related to: 1) the use of plans, surveys, drawings or other materials provided by Client, or other third party; 2) changes in plans or specifications made by Client or others; 3) inaccuracy of data or information supplied by Client or its agents, and other subcontractors; 4) bodily injury, sickness, disease or death, or injury to or destruction of tangible property associated with the Project; and 5) act of third party related to the Project site or the services provided herein.

12. Limited Liability: SDX shall be responsible for the methods and means used in performing SDX ‘s services, and is not an employee, agent, or partner of any material suppliers. SDX shall not be responsible for the acts or omissions of material suppliers, Client, Client’s contractors, their agents or employees, or other persons performing work on the Project.

SDX shall not be liable to Client, clients of Client, or to third-parties for indirect, special, incidental, or consequential damages under this agreement, including but not limited to lost profits or business. SDX shall not be liable for breach of contract, negligence, strict liability, or any other legal or equitable theory for amounts in excess of the total Detailing Fees paid to SDX for the Project.

13. Termination: Either SDX or Client shall have the right to terminate this Agreement at any time by notifying the other in writing, notice to be effective upon receipt of notice. In such event, Client agrees to pay SDX within 10 days of termination for work performed up and including to the date of the termination. The amount due for services rendered shall be determined by either: (for contract work) the total contract amount prorated to correspond to the percentage of work completed at termination; or (for hourly work) the costs incurred based on SDX ‘s hourly rates not to exceed the maximum contract amount. Client shall also pay SDX for reimbursable expenses incurred in the performing the work. If this Agreement is terminated for any reason outside SDX ’s control, Client agrees that all paid shall be non-refundable.

14. Rights upon Non-Payment or Breach: If Client fails to pay SDX as set forth in this Agreement or if Client commits other material breach of this Agreement, Client agrees that, in addition to other remedy available by law, SDX shall have the right to terminate this agreement and receive compensation. If SDX must collect sums or enforce terms or provisions of this agreement, Client agrees to pay all attorneys’ fees, lien preparation costs, and all other costs incurred by SDX, in connection with collecting any outstanding balance owed.

15. Assignment: Neither Client nor SDX shall assign its interest in this Agreement without the written consent of the other, but SDX may subcontract portions of the work to be performed without Client’s consent.

16. Dispute Resolution: All disputes arising out of this Agreement shall be decided by binding arbitration under the auspices of the American Arbitration Association (“AAA”) according to the then-current rules of Commercial Arbitration. The arbitration will be held as promptly as possible and shall take place in Maricopa County, Arizona. The Arizona Revised Uniform Arbitration Act (“RUAA”) shall govern all arbitration proceedings. The Arbitrator’s decision shall be final and binding and is not subject to appeal and shall be entered as a judgment in a court of competent jurisdiction. The arbitration expenses of the shall be shared equally between the parties, but the Arbitrator shall award attorneys’ fees, costs, and any other expenses to the prevailing party.

17. Governing Law: This Agreement shall be governed by the laws of the State of Arizona.

18. Severability: If a provision of this Agreement is deemed to be invalid or unenforceable, the other provisions shall nonetheless remain in full force and effect.

19. Amendments: This Agreement may not be amended except by a written addendum signed by the parties.

20. Client Responsibility and Risk Acknowledgment: Client acknowledges that all Detailing services are performed at the Client’s direction and for Client’s use only. SDX is not responsible for engineering accuracy, code compliance, constructability, or suitability for the intended use. All risk related to the interpretation, application, and use of materials provided by SDX lies solely with the Client. Client understands and agrees that these services are intended to assist with project documentation only, and do not substitute for professional engineering services.