Terms & Conditions
There are the Terms and Conditions for Cavalry Real Estate Advisors LLC, and its data and technology company and affiliate, Taxonics Inc. (collectively referred as “Cavalry”, “we”, “us” or “our”).
Term of Engagement
For tax services, this engagement will automatically renew annually on the date of execution unless terminated by either party with sixty (60) days written notice. Any appeals, reviews, valuations unresolved at the time of termination may be completed by Cavalry, and fees for any savings achieved are due and payable in full under the terms of this engagement.
For advisory services, this agreement is subject to termination without cause by either party upon three (3) days written notice. In the event of termination, Cavalry is due a sum which is computed based on actual staff time spent on the assignment at Cavalry’s standard hourly billing rates, not to exceed the total final fee quoted in the accompanying letter, plus out-of-pocket expenses incurred, through the time of termination — as indicated by a final billing. If termination occurs after Cavalry has provided reports and materials to client, client must pay Cavalry’s final invoice within 15 days or return all reports and materials to Cavalry. In the event that Cavalry is unable to perform as scheduled due to any delay caused, directly or indirectly, by client then (a) the time for Cavalry’s performance is considered extended by an equivalent period of time, plus any reasonable start-up and restaffing period necessitated by such delay and (b) the time fee may be increased to cover the start-up, shut down and update time necessitated by such a delay.
Fees and Billings
Cavalry reserves the right to increase its fees at any time and will provide notice in advance of any increase. It is Cavalry’s custom for assignments or portions of assignments which have a fixed time fee to require a deposit prior to work commencement. The balance of the time fee and any out-of-pocket expenses posted to-date will be billed upon the completion of the draft or final report, whichever is earlier prepared. Failure to make these timely payments is a material breach of this contract and relieves Cavalry from all provisions hereunder including working with others to the detriment of the client. For those assignments or portions of assignments which are billed by Cavalry on an hourly basis, it is Cavalry’s right to require a retainer payment prior to work commencement and then to progress bill thereafter. Said bills will be in sufficient detail, in Cavalry’s sole discretion, to allow the client to understand the nature of the work performed, when and by whom. Whether this assignment has a fixed time fee or is billed hourly, be aware that it is Cavalry’s practice to final bill out-of-pocket expenses about 90 days after work ceases on an assignment. Regardless of when these out of-pocket expenses are billed within a year of cessation of activity on this account, the client is responsible for paying same in a timely manner. Cavalry does not provide copies of receipts for expenses incurred to the client.
Method of Payment. Collection Matters and Jurisdiction
We require may require a 50% deposit of any flat-fee to proceed. The balance of the time fee and any out-of-pocket expenses posted to-date will be billed upon the completion of the draft or final report, whichever is earlier prepared. The full amount of the fees and direct expenses is due upon completion of the work program. Payment for services is due upon receipt of invoice. If payment is not received within thirty (30) days of billing date, Cavalry reserves the right to suspend work until payment is made and apply a service charge of 1.5 percent per month to the unpaid sum. It is further agreed that in the event legal action becomes necessary to enforce collection of bills rendered, whether suit be brought or not, the client is responsible for all of Cavalry’s collection costs, including but not limited to court costs and reasonable legal fees. It is understood that Cavalry may extend the time for payment on any part of billings rendered without affecting the understanding outlined above. It is further understood that if work is suspended the fee may be increased at Cavalry’s discretion. Client agrees that this agreement will be interpreted and enforced under the laws of the Commonwealth of Virginia and any and all disputes shall be heard by the courts of the Fairfax County, Virginia.
Use of Reports
Cavalry maintains sole ownership of all rights, title and interest in and to the interim working papers and final reports that it prepares for the client organization unless and until the client fully complies with the payment provisions set forth in the attached letter of agreement. Client’s circulation or other use of these materials and reports prior to full compliance with the payment provisions is prohibited and shall be deemed a misappropriation of these materials and reports, and client shall be liable to Cavalry for the value of the use of the materials and reports. Upon compliance with the payment provisions, client may present the materials and reports to others only in their entirety and without abridgment to or deletion of any part. Should client engage in any unauthorized use of the materials and reports, Cavalry shall have the right to seek injunctive relief against such use and shall have the right to approach any financial institution, company, firm, individual or any other entity to which such materials or reports have been submitted to request return of same. This agreement does not prohibit Cavalry from using reports generated under this contract as “samples” of its work, so long as Cavalry, in its judgment, believes that divulgence does not release confidential information nor provide the recipient knowledge which it could use to the detriment of Cavalry’s client.
Confidentiality
Confidential information (the “Confidential Information”) refers to any data or information relating to Cavalry, whether business or personal including its proprietary business information, which would reasonably be considered to be private or proprietary to Cavalry and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to Cavalry. You agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which you have obtained, except as authorized by Cavalry or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
Liability
In no event will Cavalry or its personnel be liable for all causes of action of any kind, for any amounts, arising out of or related to the services performed under this Agreement, that exceed the amount paid by you to Cavalry under this Agreement. The term “Cavalry” shall include its affiliated and associated entities and its and their respective partners, directors, officers and employees. This paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise.
Internet Communication
You recognize and accepts the risks associated with communicating by e-mail, including (but without limitation) the lack of security, unreliability of delivery and possible loss of confidentiality and privilege. Cavalry does not accept responsibility or liability in respect of risk associated with internet use.
Other Considerations
Tax Services: Valuation of property and the business of tax assessment representation is not an exact science. Cavalry makes no written or implied warranties or representations as to the results of its services. You acknowledge that no guarantees of assessment reductions or refunds of taxes, penalty or interest paid are expressed or implied. You understand and agrees that Cavalry must rely on you to provide certain information and resources in order to provide the Services outlined in this Agreement. You agree to work closely with Cavalry and to provide timely responses to Cavalry’s requests for information, access, and cooperation. It is your responsibility to provide the required access to your information for Cavalry to provide the Services. If you do not provide Cavalry with the access Cavalry requires, or if you provide inaccurate or incomplete information, Cavalry will not be liable for any breach or failure arising out of or related thereto. Cavalry is not liable or responsible for any delays or failure to meet deadlines to the extent such delays or failures are caused by or result from the acts or omissions from you or any third party. Cavalry will be entitled to a reasonable extension of time and modification of any applicable schedule in the event of any such delays resulting from the acts or omissions from you. You shall use all reasonable efforts to ensure the accuracy of all information provided to Cavalry. You agree that failure to adhere to your responsibilities contained in this section is a material breach of this Agreement.
You may not recover from Cavalry in contract or tort (including negligence) under statute or otherwise, aggregate damages in excess of the amount of fees paid to Cavalry under this engagement. This limitation will not apply to the extent prohibited by applicable law. In no event shall Cavalry be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs). Cavalry will not be liable in respect of any decisions made by Client as a result of our services.