Terms and Conditions
The Terms and Conditions (“Terms and Conditions”) shall constitute a binding agreement between you (hereinafter the “Client”) and 121 Engineering Solutions LLC, a Georgia limited liability company (“121”).
By accepting any product or service from 121, Client explicitly agrees to the following Terms and Conditions:
1. Covered Services. It is understood that these Terms and Conditions apply to any and all services or products provided by 121 to Client. This explicitly includes any future, additional, or subsequent services or products provided by 121 to Client beyond those contemplated in any original consultation booking or request for services.
2. Acceptance. By accepting 121's products and/or by utilizing 121's services, Client accepts these Terms and Conditions. To the extent these Terms and Conditions were unknown to Client at the time Client entered into an agreement with 121 (e.g., a consultation service was booked orally), then Client's acceptance of 121's products and/or services shall nevertheless constitute an acceptance of these Terms and Conditions. To the extent Client rejects such Terms and Conditions, Client sole remedy is to decline obtaining any product and/or services from 121 and obtain a full refund.
3. Superiority. To the extent that any conflict exists between the provisions executed in writing by 121 in any agreement with Client and these Terms and Conditions, the provisions of any said agreement shall be deemed controlling.
4. Nonrefundable. In the event Client schedules a consultation service with 121 but fails to attend or participate in such session, then Client shall forfeit any and all payments made.
5. No Set-Off. Under no circumstances whatsoever may client claim a deduction or a set-off to the price of 121's products or services without prior written agreement by 121.
6. Late Payments. Late payments will incur a monthly late fee of five per cent (5%) of the outstanding balance, compounded monthly.
7. Risk of Loss. All products are provided FOB Shipping Point. Client is responsible for all shipping costs and Client takes responsibility for all products when said product leaves 121's premises. Client may choose to insure the products at Client's expense or forgo insuring the products at Client's own peril.
8. Dispute resolution. Client agrees to provide 121 with written notice of any dispute, claim, or controversy, of any sort or
nature, arising out of any of 121's products or services, or otherwise relating to 121, within six (6) months after any such claim, dispute, or controversy arises. Client must provide written notice via certified mail, return receipt requested, to: Heidari Power Law Group LLC, 2997 Cobb Parkway #724615 Atlanta, Georgia 31139. Any failure to strictly follow the procedures delineated in this section shall constitute an unconditional waiver of any dispute, claims, or controversy that may exist or Client may have against 121, its affiliates, subsidiaries, parent entity, licensors, licensees, owners, shareholders, officers, directors, employees, contractors, and agents. Client agrees to pay 121's reasonable attorneys' fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed.
9. Modification of Services as needed. 121 shall be able to modify its products or services, as it determines in 121's sole discretion, at any time. Client shall have no basis to believe that any 121 product or service shall be identical or similar in the future.
10. Force Majeure. 121 will not be liable for loss, damage, or delay caused by strikes or labor difficulties, lockouts, acts or omissions of any governmental authority, insurrection, riot, war or similar hostility, fires, floods, acts of God, breakdown of essential machinery, accidents, cargo or material shortages, delays in transportation, inability to obtain labor, materials or parts from usual sources or otherwise due to causes beyond 121's control. In the event of any such delay, any performance by 121 will be postponed by such length of time as may be reasonably necessary under the circumstances
11. Notification of Grievance. In the event Client is unhappy, believes any product is defective, or is otherwise dissatisfied in any way, shape, or form, with any product or service received, Client must immediately notify 121 no later than thirty (30) days after receipt of the product or service. Client's failure to notify 121 shall constitute an unequivocal waiver, and shall be deemed to constitute Client's unequivocal acceptance of the goods or services.
12. *****MAXIMUM LIABILITY AND LIABILITY CAP*****. IN NO EVENT WILL THE AGGREGATE OF EACH OF 121, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS' (INDIVIDUALLY AND COLLECTIVELY, THE “121 GROUP”) LIABILITY FOR ANY AND ALL OF CLIENT'S CLAIMS, OR ANY THIRD PARTY CLAIMS, AGAINST 121 GROUP, ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICE OR ANY PRODUCT, OR BY THE NEGLIGENCE, ACTIVE OR PASSIVE, OF 121, EXCEED THE GREATER OF THE AMOUNT OF (1) ONE THOUSAND DOLLARS ($1,000.00) OR (2) THE AGGREGATE AMOUNT OF MONEY CLIENT HAS PAID TO 121 GROUP FOR ANY PRODUCTS AND SERVICES WITHIN THE LAST SIX (6) MONTHS FROM THE
DATE OF OCCURRENCE OR NON-OCCURRENCE GIVING RISE TO CLIENT'S CLAIM. THE AFOREMENTIONED LIABILITY CAP EXPLICITLY INCLUDES, BUT IS NOT LIMITED TO, ANY LIABILITY ARISING OUT OF CONTRACT, TORT, OR ANY OTHER THEORY OF RECOVERY, WHATSOEVER. IT IS INTENDED AND AGREED TO BE ALL-ENCOMPASSING AND AN UNEQUIVOCAL LIABILITY CAP. CLIENT AGREES THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE AGREEMENT.
13. Limitation of Liability. IN NO CASE SHALL 121 GROUP BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF 121 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
14. Refusal. 121 may refuse to provide any products or service to any person or entity, at any time, for any reason or no reason.
15. Termination. 121 may choose to terminate Client's account at any time, for any reason or no reason. 121 shall have no obligation to provide any subsequent, additional, or any future services or products.
16. Warranties. 121 provides all products and services on an “AS-IS” basis, makes no representation regarding said services or products, and explicitly disclaims any and all warranties and representations.
17. Legal Agreement. Client hereby warrants and agrees that these Terms and Conditions constitute a legal agreement between Client and 121 and governs all services provided by 121 to Client. Client hereby irrevocably waives any argument or defense to the contrary, and Client covenants not to set forth any argument or defense to the contrary.
18. Waiver. 121's failure to enforce or demand strict compliance of any right or provisions in these Terms and Conditions will not constitute a waiver of such or any other provision.
19. Notice. Any notice to 121 required under these Terms and Conditions must be sent to 121's legal counsel via certified mail, return receipt requested, and sent to the following address:
Heidari Power Law Group LLC c/o YashaHeidari, Esq. 2997 Cobb Parkway #724615 Atlanta, Georgia 31139
20. Modifications. These Terms and Conditions may be modified by 121 at any time. Any modifications to these Terms and Conditions shall only bind Client to the extent any new products or services are provided by 121 to Client. Client agrees to be bound by any modification in these Terms and Conditions upon successively obtaining any product or services from 121, and that such modified Terms and Conditions shall apply to any previously obtained goods or services.
21. Unenforceable Provisions. All Terms and Conditions, and any portion thereof, shall be construed in such a way to ensure they are valid under any applicable laws. If any provision of these Terms and Conditions, or any portion thereof, is held to be invalid and unenforceable, then the remainder of these Terms and Conditions shall nevertheless remain in full force and effect.
22. Blue-Pencil Modification. It is the explicit intent of the parties and hereby agreed that, if any provision in thes Terms and Conditions is void and unenforceable, a court or arbitrator shall modify the provision that is void and unenforceable to ensure that such provision is valid and enforceable to the maximum extent provided by law. Provided, however, that no modification shall render the provision more restrictive than as originally specified in these Terms and Conditions.
23. Headings and Titles. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect.
24. Notice precursor to action. Client agrees that prior to initiating or filing any lawsuit, action, or demand for arbitration against 121, Client must provide written notice to 121's legal counsel, via certified mail, return receipt requested, at Heidari Power Law Group LLC, c/o YashaHeidari, Esq., P.O. Box 79217, Atlanta, GA 30357, any include a substantive description of any issue that would be subject to such a lawsuit. Such notice requirement shall be strictly construed, and Client's failure to comply with such notice requirements shall constitute an irrevocable waiver of any claim or cause of action that exists or may exist. Such notice requirement shall be additional to any and all other notices required under these Terms and Conditions. Client agrees to pay 121's reasonable attorneys' fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed.
25. Initiation of Action. Client agrees that any claim and lawsuit relating to any matter with 121, including but not limited to claims arising out of or related to the Terms and Conditions and any services provided by 121 to Client, and any demands for arbitration, must be filed no more than one (1) year after the date the action or non-action that is the subject of the claim or lawsuit, or one (1) year after the acceptance of these Terms and Conditions, whichever is later. Client hereby waives any defense or argument pertaining to statute of limitations. Client agree and warrant that Client's failure to comply with this section shall serve as an unconditional waiver and release for any and all such claims.
26. Acceleration. In the event that Client materially breaches the Terms and Conditions, all future payments contemplated by the Terms and Conditions shall be considered immediately due and payable in full as of the date of the breach. Client's failure to
provide payment to 121 within 45 days of when said payment is due shall be considered a material breach of the Terms and Conditions.
27. Covenant not to Sue Members and Directors. Client hereby covenants not to sue 121's owners, principals, members, shareholders, officers, directors, agents, contractors, employees, licensees, and invitees for any and all reasons, related to this Terms and Conditions or otherwise, for a period of twenty years from the date of acceptance of these Terms and Conditions. Client's sole recourse for any grievance shall be an initiation of action against 121, as provided herein.
28. No Beneficiary. It is understood and agreed that Client and 121 are the sole parties to these Terms and Conditions, and the services provided pursuant to these Terms and Conditions by 121 for Client is solely for the benefit of Client.
29. Severability. If one or more of the provisions in these Terms and Conditions are deemed void by law, including, then the remaining provisions will continue in full force and effect.
30. Attorney's Fees. In the event that 121 seeks legal recourse against Client based on a breach or threatened breach of these Terms and Conditions, or any agreement with 121, Client agrees to pay 121's legal expenses, which includes, but is not limited to, service costs, court costs, expert fees, consultant fees, reasonable attorney's fees, and administrative costs.
31. Ambiguity. The Terms and Conditions shall be deemed the mutual instrument of both parties, and no ambiguity shall be construed against either 121 or Client.
32. Construction. The word “including” shall be deemed to mean “including but not limited to”. Likewise, the word “and” shall be deemed to mean “and/or”. The utilization of the phrase “and/or” and “and” shall have the identical meaning throughout, and shall be construed to mean “and/or”.
33. Headings. Section headings are not to be considered a part of these Terms and Conditions and are not intended to be a full and accurate description of the contents hereof.
34. Waiver of Jury trial. Client explicitly agrees to waive Client's right to a trial by jury for any dispute arising or relating to these Terms and Conditions and/or 121.
35. Successors and Assigns. These Terms and Conditions shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.
36. Governing Law. These Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of Georgia and the United States of America. Any litigation or arbitration between the Parties shall be conducted exclusively in the State of Georgia. 121 and Client hereby consent to said
jurisdiction. Client hereby waives the defense of lack of jurisdiction.
37. Venue. Venue for any litigation or arbitration relating to the Agreement and these Terms and Conditions shall be exclusively in courts of Fulton County, Georgia. Client agrees and consents to such venue, and Client waives any defense pertaining to venue.
38. Entire Agreement for Subject Matter. These Terms and Conditions constitute the entire agreement between Client and 121 with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.
39. General Inquiry Calls. General Inquiry Calls are intended as no-charge phone or video calls to discuss service requirements. General Inquiry calls may be subject to service charges as de-termined and upon notification by 121 Engineering Solutions. General Inquiry calls shall be in communication formats as sup-ported by 121 Engineering Solutions unless as otherwise agreed. English is the supported call language unless as otherwise agreed by 121 Engineering Solutions.
40. Service Calls. Service Calls may be scheduled as chargeable phone or video calls and are intended to be supported by the re-quested 121 Engineering Solutions’ Representative(s). Customers requesting SERVICE CALLS are encouraged to select the appropri-ate ATA Chapters and/or complete the “COMMENT” box to assist in determining the type of support requested. All scheduled Service Calls are subject to service charges as quoted for prior ap-proval and payment prior to the scheduled call date and time . All scheduled Service Calls may be cancelled without prior noti-fication for non-payment. Minimum Service Call payments col-lected are not subject to refunds. Service Calls shall be in communication formats as supported by 121 Engineering Solutions unless as otherwise agreed. English is the supported call language unless as otherwise agreed by 121 Engineering Solutions.
41. ON SITE. All on-site service calls shall be quoted separately for prior approval.
Last modified: January 18, 2021