These General Terms and Conditions (“Conditions”) outline the terms and conditions governing the provision of services by OVH Environmental Holdings, LLC d/b/a IVA Environmental Services (“IVA”).
To fulfill the services outlined in the applicable service agreement or proposal, the Client shall provide:
Payment terms for services provided by IVA shall be as outlined in the applicable service agreement or proposal. Where not specifically stated, the following shall apply:
IVA reserves the right to request payment in full prior to the commencement of any work. Alternatively, at its sole discretion, IVA may elect to demand payment upon completion of services, in which case an invoice will be issued, and such invoice shall be due and payable within thirty (30) days from the date of issuance.
In the event that IVA does not receive payment within thirty (30) days of the invoice date, a finance charge of eighteen percent (18%) per annum shall be assessed from the thirty-first (31st) day. Should any invoice remain unpaid for more than thirty (30) days after issuance, IVA reserves the right to charge the outstanding balance to the credit card on file or any mode of payment used to pay for current or prior work by the client. Any additional work associated with this project or client shall be charged to the same mode of payment.
Furthermore, IVA reserves the right to suspend any or all services without notice until full payment is made. The Client acknowledges and agrees that IVA shall not be liable for any failure to perform any services or obligations set forth in these Terms during the period in which services are suspended due to the Client’s failure to remit timely payment as specified herein.
IVA is entitled to impose a three percent (3%) fee for any payments processed via credit card.
Refund policies for services provided by IVA shall be as outlined in the applicable service agreement or proposal. Where not specifically stated, the following shall apply:
Once a project is scheduled and fieldwork is planned, no refunds will be issued for the related fieldwork fees. The Client remains liable for full payment even if a cancellation request is made. Similarly, no refunds will be issued for permit application services once the application has been submitted, and the Client is responsible for full payment of these fees. Additionally, if IVA contracts a third-party provider as part of the service, the Client is liable for all associated costs, regardless of any service cancellation or refund.
Expenses incurred by IVA in the performance of services shall be as outlined in the applicable service agreement or proposal. Where not specifically stated, the following shall apply:
Out-of-pocket expenses beyond what is typically required including, but not limited to, county aerials or maps, deeds, air travel, blueprints, outside consultants, express mailing or delivery charges, long distance phone calls and mileage will be billed as an extra.
The method of service delivery for services provided by IVA shall be as outlined in the applicable service agreement or proposal. Where not specifically stated, the following shall apply:
The report of all environmental assessments shall be delivered to the Client electronically, either by email or through an online portal, at the discretion of IVA. No reports or documents will be sent by postal mail. In case of services involving environmental mitigation or permitting, the outcome provided to the Client will be an electronic copy of the permit, if one is issued by the relevant regulatory authority. If protected species are relocated as part of the services, IVA will provide the Client with a copy of the after-action reports that have been filed with the relevant agencies as proof of service delivery.
IVA may, at its sole discretion, subcontract or outsource any or all portions of the services to qualified third-party contractors or collaborate with third-party partners in the delivery of services. IVA shall be responsible for the acts and omissions of its subcontractors and shall ensure that such subcontractors, as well as any third-party partners, comply with all applicable laws and regulations and perform their services in a professional and workmanlike manner. IVA shall coordinate with any third-party partners to ensure the timely and effective delivery of services to the Client.
Procedures for changes to the scope of work for services provided by IVA shall be as outlined in the applicable service agreement or proposal. Where not specifically stated, the following shall apply:
Any change to the scope of work set forth in the Proposal must be documented in a written change order signed by both parties (a “Change Order”). The Change Order shall specify the changes to the scope of services and any adjustments to the fees.
Termination procedures for services provided by IVA shall be as outlined in the applicable service agreement or proposal. Where not specifically stated, the following shall apply:
In the event of substantial failure by either IVA or the Client to perform in accordance with the terms contained herein, through no fault of the terminating party, either party shall have the right to terminate the Terms upon three (3) days written notice. In the event of termination, Client agrees to pay IVA for all services rendered and expenses incurred to the date of termination, plus reasonable costs incurred by IVA in terminating this Proposal. Failure to make payment when due shall be considered a substantial failure to perform by the Client and grounds for termination.
Termination: In the event of substantial failure by either IVA or the Client to perform in accordance with these Terms, through no fault of the terminating party, either party shall have the right to terminate upon ten (10) days written notice. In the event of termination, the Client agrees to pay IVA for all services rendered and expenses incurred to the date of termination, plus reasonable costs incurred by IVA in terminating the engagement. Failure to make payment when due shall be considered a substantial failure to perform by the Client and grounds for termination.
IVA expressly disclaims any and all warranties, express or implied, as they pertain to services provided by IVA, unless otherwise stated in the applicable service agreement or proposal.
IVA further disclaims any warranty that the conditions, findings, or observations documented during the environmental assessment will remain consistent or unchanged subsequent to the assessment. Additionally, IVA disclaims responsibility for any conclusions or determinations made by agents of jurisdictional agencies that may differ from those of IVA. Such differences may result in increased costs, adverse permitting conditions, or other outcomes that may not be favorable to the Client.
The Client represents and warrants that they have full authority to enter into any agreement for services provided by IVA and shall provide documentation or proof of such authority upon request.
The Client represents and warrants that they have full authority to enter into this Agreement on behalf of the entity or in relation to the specific lot/property referenced herein and shall provide documentation or proof of such authority upon request. The Client further warrants that they possess the necessary access rights to the lot/property, and these rights are fully transferrable to IVA, its employees, agents, or assigns, such that IVA and its representatives shall not be liable for any claims of trespassing or destruction of property. The Client also warrants that they have the authority to apply for permits on the said lot/property. The Client shall promptly notify IVA of any changes to their authority or access rights during the term of this Agreement.
The Client is responsible for ensuring that the lot/property is in a condition that allows IVA to perform its work safely and without undue hindrance, including securing any necessary clearances or permissions from other parties with rights to the lot/property. The Client is also responsible for providing the correct lot/property address and assumes full liability for any and all damages, losses, or legal actions arising from the provision of an incorrect lot/property address. The Client acknowledges that no refunds, cancellations, or other recourse shall be available in the event of errors related to the lot/property address provided by the Client.
In the event that the Client fails to have the proper authority or to provide accurate information, the Client agrees to indemnify and hold IVA harmless against any resulting claims, damages, or liabilities.
Indemnification obligations between IVA and the Client shall be as outlined in the applicable service agreement or proposal. Where not specifically stated, the following shall apply:
The Client agrees to indemnify, defend, and hold harmless IVA, its officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees and costs) arising out of or resulting from (i) the Client’s negligent acts or omissions, (ii) the Client’s breach of any term or condition of the Terms, or (iii) any third-party claims related to the Project, except to the extent such claims, liabilities, damages, losses, costs, or expenses are caused by IVA’s negligence or willful misconduct.
IVA agrees to indemnify, defend, and hold harmless the Client, its officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees.
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, governmental restrictions, or natural disasters. The affected party shall notify the other party as soon as practicable of any such event.
This Agreement shall be governed by the laws of the State of Florida. In the event of a dispute, Charlotte County, Florida shall be the proper venue for any action brought hereunder. This provision shall apply to all services provided by IVA unless otherwise stated in the applicable service agreement or proposal.
Notwithstanding any other provision of the applicable service agreement or proposal, the total liability, in the aggregate, of IVA, its officers, directors, employees, agents, and consultants, and any of them, to Client and anyone claiming by, through, or under Client, for any and all claims, losses, liabilities, costs or damages whatsoever arising out of, resulting from or in any way related to the services rendered by IVA under the applicable service agreement or proposal from any cause, including but not limited to the negligence, professional errors, or omissions, strict liability, breach of contract, or warranty (express or implied) of IVA, its officers, directors, employees, agents or consultants or any of them, shall not exceed the compensation actually received by IVA under the applicable service agreement or proposal.
The Client agrees to waive all claims against IVA for any consequential damages that may arise out of or relate to the services provided by IVA. The Client agrees to waive all consequential damages including but not limited to the Client’s loss of use of the Property, delay damages, any rental expenses incurred, loss of service of employees, finance charges, or loss of reputation. This provision shall apply to all services provided by IVA unless otherwise stated in the applicable service agreement or proposal.
All reports, deliverables, and documents prepared by IVA are intended for the Client’s internal use only. The Client may use these materials for their own purposes but may not transfer, share, or distribute them to any third party without the express prior written consent of IVA. IVA retains all intellectual property rights in any methodologies, processes, or tools used in preparing deliverables, and the Client shall not reproduce or create derivative works based on IVA’s intellectual property without approval.
All notices shall be addressed to the parties at the addresses stated in the applicable service agreement or proposal and shall be considered as delivered when postmarked, if dispatched by certified or registered mail, or when received in all other cases. This provision shall apply to all services provided by IVA unless otherwise stated in the applicable service agreement or proposal.
Nothing in these General Conditions shall be construed as creating any personal liability on the part of any officer, agent or employee of IVA, nor shall it be construed as giving any rights or benefits under these General Conditions to anyone other than the parties to the applicable service agreement or proposal.
The failure of either party to the applicable service agreement or proposal to insist upon the performance of any of the Terms, or the waiver of any breach of any of the Terms, shall not be construed as subsequently waiving any such terms and conditions of the Terms, but the Terms shall continue to remain in full force and effect as if no such forbearance or waiver had occurred. This provision shall apply to all services provided by IVA unless otherwise stated in the applicable service agreement or proposal.
If any action is filed in relation to services provided by IVA, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party’s attorneys’ fees and costs including those incurred upon appeal. This provision shall apply to all services provided by IVA unless otherwise stated in the applicable service agreement or proposal.
The invalidity of any portion of these General Conditions shall not be deemed to affect the validity of any other provision. This provision shall apply to all services provided by IVA unless otherwise stated in the applicable service agreement or proposal.
These General Conditions, together with the applicable service agreement or proposal, shall constitute the entire agreement between the parties and prior understanding or representation of any kind preceding the date of such agreement shall not be binding upon either party except to the extent incorporated in such agreement or proposal. This provision shall apply to all services provided by IVA unless otherwise stated in the applicable service agreement or proposal.
Any modification of these General Conditions shall be in writing and signed by an authorized representative of each party. This provision shall apply to all services provided by IVA unless otherwise stated in the applicable service agreement or proposal.
The Terms may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted electronically, including by email or other electronic means, shall be deemed to be original signatures for all purposes. The parties agree that this Agreement may be executed and delivered by electronic means, including the use of electronic signatures, and any such electronically transmitted or signed document shall be deemed and treated as an original document. This provision shall apply to all services provided by IVA unless otherwise stated in the applicable service agreement or proposal.
For more information about our services or to schedule a consultation, please reach out to us. We are dedicated to providing the highest quality of service to meet all your environmental consulting needs in Florida.
22102 Kimble Avenue, Port Charlotte, FL 33952
9160 Forum Corporate Pkwy, Suite 350, Fort Myers, FL 33905
365 Interstate Blvd, Suite B, Sarasota, Florida 34240
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