Terms and Conditions

YA Group

Standard Terms and Conditions for Professional Services

YA Group, including R.L. Young, LLC, YA Engineering Services, LLC and/or their respective subsidiaries, successors and assigns (collectively, “YA“), expects to be providing certain professional services to you as discussed and agreed with you. Set forth below are YA’s standard terms and conditions for professional services engagements. Unless another written contract is executed and delivered by a duly authorized representative of you and YA, the terms and conditions set forth herein shall govern the commercial relationship between you and YA and any professional services that YA may deliver to you, either prior to or following the delivery of these terms and conditions to you. If you have any questions regarding these terms and conditions, please reach out to your primary relationship contact at YA.

Relationship. The client to whom these terms and conditions are delivered and/or its applicable affiliate(s) who accept Services from YA (collectively, “Client“) desires to engage, retain, or otherwise hire YA to provide Services as further set forth below. Client agrees to provide a copy of these terms and conditions to each of its affiliates who may receive Services, each of which will be bound by these terms and conditions as a condition to the provision of Services. Services may be provided by one or more of R.L. Young, LLC, YA Engineering Services, LLC and/or their respective subsidiaries, successors, assigns and subcontractors, as determined in YA’s sole discretion. Client and YA expressly acknowledge and agree that YA and its personnel are and shall be acting as an independent contractor with respect to the Services provided hereunder. Either party may terminate any engagement on thirty (30) days prior written notice, or upon fifteen (15) days prior written notice of a material breach that has not been cured within such period following notice from the non-breaching party to the breaching party. Client shall owe YA for all Services rendered through the effective date of termination.

Scope of Services. “Services” may include, as directed by the Client and agreed to by YA:

Building consulting; including invoice analysis services, project clerking services, project management services, building damage reconstruction and repair evaluation services, and related building consulting services.
Professional engineering services regarding certain real estate and improvements thereon (including inspecting damage to certain buildings, structures, and building sites, evaluating damage claims and scope, evaluating building code requirements for repairs, developing and opining on repair scope issues, providing stamped and signed opinion letters and/or reports, and preparing drawings for cost estimating purposes);
Accident reconstruction and biomechanics ranging from low-speed, rear-end impacts to advanced, 3-dimensional rollover simulations.
Planning and construction advisory services; including pre-construction and construction controls, with core expertise in cost estimating, scheduling, and integrated design and constructability reviews. Our advisory solutions help clients align scope, schedule, and budget from the earliest phases of planning through project delivery.
Government grant consulting and administration; including disaster recovery coordination, federal and general grant procurement and administration, hazard mitigation, project and program specialists, report writing and design, and resiliency planning and administration.
Environmental services; including asbestos mitigation, contamination assessment, expert witness and litigation support, fire damage assessment and mitigation, laboratory testing, moisture mapping, remediation design and oversight, water damage and mold assessment, project monitoring/clerking.
Visualization and forensic animation; including 3D animation, graphics, and building walk-through visuals, forensic video analysis, medical visuals, re-enactment and visibility studies, and trial exhibits.
Equipment consulting to forensically assess, evaluate, and determine all aspects of loss-related and resultant damage to properties of all kinds. We also perform pre-loss assessments, Origin & Causation Analysis per NFPA 921 Regulations, Pre-Construction Plan Review, and Building Code Analysis Assessments.
Providing expert witness and litigation support services. To the extent that expert witness or general litigation support are included within the scope of Services to be provided, it shall be solely Client’s responsibility to designate the YA employees as expert witnesses or general litigation support and disclose all of the findings from the Services to any court as and to the extent required by applicable laws, rules, and regulations;
Communicating with the Client; and
Such other related services as directed by the Client and agreed to by YA.

Client may retain YA for one or more individual projects. Client shall offer to hire YA for a particular project via written notice to a YA employee, or other YA designee, which written notice may be sent via e-mail. If YA agrees to perform the Services for the proposed project, YA shall send Client its confirmation of acceptance in writing, which writing may be sent via e-mail. Once the written confirmation from YA is sent, these terms and conditions shall apply to the project and YA is authorized, without further notice or action, to begin the Services on the project.

The parties acknowledge, confirm, and agree that YA is not engaged in the insurance business, and, further, that YA is not a licensed insurance company and YA and its personnel do not sell or service policies of insurance, do not make any recommendations regarding coverage or payments under any insurance policies, and do not otherwise adjust insurance claims. Further, Client acknowledges, confirms, and agrees YA is not a law firm, does not provide legal advice, and any litigation support services do not include legal advice or analysis in any way and may not be relied upon as such.

If, as a result of YA’s provision of Services or the project for which Client engages YA, YA personnel are required to attend depositions or provide other expert testimony, or YA must respond to records subpoenas or similar document requests, Client will pay and reimburse YA for all related expenses, and YA’s time to respond to such requests will be charged at YA’s market legal rates, which are approximately 20% higher than the standard rates for other Services. Client shall indemnify, defend (at YA’s option and in YA’s sole and absolute discretion), and hold YA, and its successors, employees, agents, officers, directors, parent entities, and affiliates harmless from and against any and all liabilities, losses, damages, judgments, settlement amounts, fines, demands, claims, recoveries, deficiencies, costs and expenses (including reasonable attorneys’ fees) arising out of or related to any legal claim or dispute in which YA is made a party, provides depositions or testimony, responds to subpoenas or similar requests, or otherwise receives any service of process or becomes involved (regardless of whether named as a party) as a result of any dispute or potential dispute between Client and any third party arising out of or relating to any project for which Client retained YA or the provision of Services, including any claim or allegation that YA has engaged in the insurance business or adjust insurance claims on behalf of Client or in connection with Client’s project.

Fees and Payment. Client shall pay YA, or cause YA to be paid, on an hourly basis pursuant to the agreed rates. Additionally, Client shall pay YA for all reasonable expenses including out of pocket travel and related expenses incurred by YA in connection with performance of the Services. YA shall submit written invoices to Client for payment, and Client shall pay YA, or cause YA to be paid, within thirty (30) days after receiving such invoice. Fees are exclusive of sales, value-added and similar taxes that may be imposed on Services; to the extent any such taxes may be imposed by applicable jurisdictions, such taxes will solely be the responsibility of Client and YA may include the appropriate tax on the service invoice. Invoices not paid to YA within 30 days shall accrue interest at the rate of twelve percent (12%) per annum or the highest rate allowable by law, whichever is less. If any amounts due to YA from Client become past due for any reason, YA may, at its sole option and without notice to Client, withhold further Services on one or more projects until all invoices have been paid in full, and such withholding shall not be considered a breach or default of any of YA’s obligations. YA may change its rates at any time from the current rates charged upon thirty (30) days’ prior, written notice to Client. Client may obtain the current rate chart from YA by sending written request to YA.

Payment from Third Parties. In the event Client intends to cause payment under the engagement letter and these terms and conditions to be made by a third party, such as an insurer, Client agrees to cause all amounts due to YA under these terms and conditions to be paid in a timely manner. Client further agrees to provide to YA, within one (1) business day of YA’s oral or written request, the contact information, including address, phone, email, and contact person, of the third party responsible for payment under the engagement letter and these terms and conditions. In the event Client does not cause a third party responsible for payments under the engagement letter and these terms and conditions to make timely payment to YA, or otherwise pay YA directly, then Client hereby irrevocably designates and appoints YA and its authorized officers and agents as Client’s agent and attorney-in-fact, to act for and in Client’s behalf and stead to obtain any and all payments due to YA hereunder or otherwise related to the Services and to do all other lawfully permitted acts to collect such amounts due to YA, with the same legal force and effect as if performed by Client. This power of attorney is hereby deemed coupled with an interest and is irrevocable and may not be terminated or cancelled. The attorney shall not be liable to Client for its actions taken in accordance herewith unless the attorney acts maliciously in connection with the exercise of such powers. Nothing herein shall waive YA’s right to pursue Client directly for payment due pursuant to these terms and conditions.

Confidentiality. The parties acknowledge that by reason of their relationship, either party (as the “Disclosing Party“) may disclose or make available to the other party (as the “Receiving Party“) non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form, is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within ten (10) days thereafter is summarized in writing and confirmed as confidential (collectively, “Confidential Information“); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this section; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not known to the Receiving Party to be prohibited from disclosing such Confidential Information; (iii) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by Receiving Party without using any Confidential Information of the Disclosing Party. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations in connection with the applicable project; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s employees, contractors, or agents who reasonably need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations in connection with the applicable project. In the event that the Receiving Party discovers that any Confidential Information has been used, disseminated, or accessed in violation of this Agreement, it will immediately notify the Disclosing Party and take necessary steps to prevent any further breach of this Agreement. After termination or expiration of the Services, upon the Disclosing Party’s request, the Receiving Party shall promptly return or certify destruction of all copies of Confidential Information, provided, however, that Receiving Party may retain a copy of the Confidential Information for its legal file to the extent relevant to the performance of its obligations or exercise of its rights under these terms and conditions. Notwithstanding any expiration or termination or the engagement, Receiving Party’s obligation to protect the Confidential Information pursuant to these terms and conditions will survive for two (2) years following expiration or termination of the applicable project. Notwithstanding the foregoing, if the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, to the extent permitted by applicable law or legal process, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. The Receiving Party shall limit any required disclosures to only the portion of the Confidential Information that it is advised by its legal counsel must be disclosed.

Work Product. Services provided are not a work-for-hire arrangement. All copyright and other intellectual property rights in and to all documents, work product, and other materials that are delivered to Client from YA or its personnel or otherwise prepared by or on behalf of YA or its personnel in the course of performing the Services, including those in electronic form and including all reports, drawings, specifications, test data, techniques, photographs, letters, notes, and other work product (collectively, the “Deliverables“), exclusive of any Confidential Information of Client or Client provided materials, shall be owned solely by YA. YA hereby grants, subject to Client’s timely performance of its obligations under these terms and conditions, Client a non-assignable, worldwide, non-exclusive license to the Deliverables solely for Client’s own internal use consistent with the purposes of these terms and conditions. Deliverables or parts thereof may not be reproduced or used by the Client for any purpose other than the purpose for which they were prepared, including use on other projects or future modifications to any project, without the prior written consent of YA. Any unauthorized use of YA’s work product shall be at the Client’s sole risk and Client shall indemnify YA for any liability or legal exposure to YA in connection therewith. To the extent YA terminates its services due to non-payment of fees by Client, Client shall not be entitled to use the documents described herein for any purpose whatsoever.

Performance of Services; Limitation of Liability. YA shall perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards and practices. Client shall coordinate and permit YA’s access to all real property and improvements for a project necessary or desirable to perform the Services, in YA’s reasonable discretion. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, YA DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTEE IN ANY FORM, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING THE RESULTS OR ACCURACY OF THE SERVICES PROVIDED OR THE RESULTING WORK PRODUCT OR DELIVERABLES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND CONDITIONS, IN NO EVENT SHALL YA BE LIABLE UNDER THIS ARRANGMENT OR OTHERWISE TO CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND COST OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. YA’S ENTIRE AGGREGATED LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE FEES ACTUALLY PAID BY THE CLIENT TO YA IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THE ENGAGEMENT. EXCEPT FOR AMOUNTS DUE PURSUANT TO AN INVOICE OR INDEMNIFICATION OBLIGATIONS, NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT UNLESS NOTICE OF SUCH CLAIM IS PROVIDED TO THE OTHER PARTY (WHICH NOTICE MAY BE PROVIDED BY COMMENCING AN ACTION AGAINST SUCH PARTY ON SUCH CLAIM) WITHIN ONE (1) YEAR AFTER THE LATER TO OCCUR OF THE ACCRUAL OF SUCH CAUSE OF ACTION OR WHEN THE OTHER PARTY DISCOVERED, OR SHOULD HAVE DISCOVERED THROUGH THE EXERCISE OF DUE DILIGENCE, THE CAUSE OF ACTION.

Non-Solicitation and Non-Engagement. During the term of the engagement of YA for any project and for a period of one (1) year thereafter, Client agrees that it shall not recruit, solicit, engage, or employ any YA contractors, employees, or agents of YA or any YA affiliate that have interacted with Client or been involved with, directly or indirectly, the performances of the Services for any purpose, including by making any offer of employment, engagement for services (except through YA), or encouraging or facilitating any such person leaving the employment of or endings its independent contractor relationship with YA. The foregoing shall not prevent Client from making any general solicitation not directed at any YA personnel.

Miscellaneous. By its delivery of these terms and conditions to Client (including by e-mail or enclosed with an invoice), and by Client’s acceptance of Services (whether express or implied), each of the parties shall be deemed to have agreed to and accepted these terms and conditions, on behalf of itself and each of its affiliates that provides or receives Services (as applicable). These terms and conditions contain the entire understanding and agreement between the parties with respect to the subject matter herein and may be modified only by a written instrument executed by both parties; these are the only terms and conditions that govern the provision of the Services and prevail over any other terms and conditions, whether from Client or a third party. Performance of Services for a Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these terms and conditions. These terms and conditions shall be governed by and construed in accordance with the internal laws of the State of Missouri and, as applicable, United States federal law, without regard to their conflict of law principles. Exclusive jurisdiction and venue for any breach or dispute regarding these terms and conditions or the Services shall be in the Missouri State Courts located in St. Louis County, Missouri. The failure or delay by either party to enforce the terms of the engagement letter or these terms and conditions shall not be deemed a waiver of such terms. Except for any payment or indemnification obligations, neither party shall have any liability for delayed or deficient performance to the extent that such delay or failure is due to causes beyond the party’s reasonable ability to control or prevent (i.e., a “force majeure event”).