Terms & Conditions

These Terms and Conditions govern process-safety consulting, laboratory testing, field services, training, technical evaluations, calculations, reports, and related professional services provided by HazBasis Process Safety, LLC. They are incorporated into each accepted proposal, quotation, statement of work, or other written authorization for Services.

Once the Client accepts a HazBasis proposal or quotation in writing, issues a purchase order accepted by HazBasis, authorizes HazBasis to begin work, submits samples for testing with authorization to proceed, or otherwise accepts the Services, the applicable proposal or other project document and these Terms and Conditions together form the “Agreement.” HazBasis and the Client are each a “Party” and together the “Parties.”

1. Definitions and Order of Precedence

1.1 “Client” means the person or entity identified in the applicable Proposal or other Project Document.

1.2 “HazBasis” means HazBasis Process Safety, LLC and, as applicable, its officers, employees, consultants, subcontractors, and authorized representatives.

1.3 “Services” means the consulting, testing, field, training, technical, and related services described in the Project Document.

1.4 “Project Document” means an accepted HazBasis proposal, quotation, statement of work, change order, purchase order accepted by HazBasis, or other written authorization describing the Project.

1.5 “Reports” means final reports, test results, certificates, calculations, memoranda, drawings, presentations, or other final deliverables expressly identified in the Project Document.

1.6 “Project” means the Services and Reports described in the applicable Project Document.

1.7 If documents conflict, the following order controls unless the Parties expressly agree otherwise in writing: (a) a signed master services agreement or specifically negotiated contract; (b) the accepted HazBasis Project Document; (c) an accepted change order; (d) these Terms and Conditions; and (e) the Client’s purchase order or vendor form.

2. Scope, Authorization, and Changes

2.1 HazBasis will perform only the Services expressly described in the Project Document. Any service, task, meeting, calculation, sample, site, revision, or deliverable not expressly included is outside the agreed scope.

2.2 A preliminary discussion, budget estimate, draft scope, or unaccepted quotation does not obligate HazBasis to perform Services or reserve personnel, equipment, or laboratory capacity.

2.3 HazBasis may rely on the facts, assumptions, quantities, specifications, schedules, and other information supplied by or for the Client when establishing scope, fees, and schedule.

2.4 A material change in scope, assumptions, samples, operating conditions, site conditions, schedule, reporting requirements, or Client instructions requires an equitable adjustment to fees and timing. HazBasis is not required to perform changed or additional work until the Parties approve a written change order or amendment.

2.5 Terms printed on or incorporated into a Client purchase order, portal, onboarding form, or other Client document do not modify the Agreement unless HazBasis expressly accepts the modification in a writing signed by an authorized representative.

3. Performance of Services

3.1 HazBasis will perform the Services using the degree of care and skill ordinarily exercised by qualified professionals performing similar services under similar circumstances at the time and place the Services are performed.

3.2 HazBasis will use qualified personnel and generally accepted industry methods, codes, standards, and procedures appropriate to the agreed scope. References to a code or standard do not constitute a guarantee that a regulator, insurer, owner, authority having jurisdiction, or other third party will accept HazBasis’s conclusions.

3.3 Process-safety evaluations involve professional judgment, assumptions, and the information available when the Services are performed. Different qualified professionals may reach different reasonable conclusions.

3.4 HazBasis does not guarantee that every hazard will be identified, that all risk will be eliminated, that an incident will not occur, or that any recommendation will achieve a particular commercial, regulatory, safety, or operational result.

3.5 Unless expressly included in the Project Document, HazBasis does not provide legal advice, environmental permitting, architectural services, detailed equipment design, construction management, contractor supervision, continuous site inspection, commissioning authority, or certification that a facility, product, material, or process is safe or fully compliant.

3.6 The Client remains responsible for management decisions; facility and process operations; engineering and design decisions; regulatory compliance; management of change; selection, installation, inspection, maintenance, and operation of safeguards; and implementation of recommendations.

4. Client Obligations

4.1 The Client must timely provide complete, current, accurate, and non-misleading information reasonably needed for the Project, including process descriptions, operating conditions, material compositions, safety data sheets, drawings, specifications, incident information, equipment information, prior studies, and known hazards.

4.2 The Client must promptly notify HazBasis of any fact or change that may affect the Project, including changes in materials, chemistry, equipment, operating limits, facility layout, occupancy, safeguards, process conditions, jurisdiction, intended use, or schedule.

4.3 The Client must obtain all permissions, records, permits, owner approvals, access rights, and cooperation needed for HazBasis to perform the Services.

4.4 HazBasis may rely on information supplied by or for the Client without independent verification unless verification is expressly included in the Project scope.

4.5 The Client must maintain a safe work environment for HazBasis personnel and provide site-specific safety orientation, hazard communication, required permits, safe access, emergency procedures, escort requirements, personal protective equipment requirements, and coordination of lockout/tagout or other energy-control procedures.

4.6 HazBasis personnel may stop, refuse, or suspend work when conditions appear unsafe, required controls or information are unavailable, or the requested work differs materially from the agreed scope. Resulting delay, standby, remobilization, and additional effort may be charged to the Client.

5. Laboratory Testing and Samples

5.1 Sample Selection and Representativeness

Unless HazBasis expressly performs sampling, the Client is responsible for selecting, collecting, identifying, labeling, packaging, and shipping samples. Test results apply only to the sample received and the stated test conditions. HazBasis does not warrant that a submitted sample represents a production lot, process stream, waste stream, operating condition, or full-scale system.

5.2 Hazard Disclosure and Documentation

Before shipment or delivery, the Client must disclose all known or suspected flammable, combustible, reactive, explosive, toxic, corrosive, biological, radioactive, pressure, temperature, environmental, transportation, and other hazards. The Client must provide complete safety data sheets, composition information, incompatibility information, shipping classifications, and special handling instructions.

5.3 Packaging and Transportation

Unless otherwise agreed in writing, the Client is responsible for lawful packaging, marking, documentation, carrier selection, insurance, import/export compliance, and transportation of samples to HazBasis. HazBasis is not responsible for loss, delay, leakage, contamination, degradation, or alteration occurring before HazBasis receives the sample.

5.4 Rejection, Handling, and Disposal

HazBasis may refuse, quarantine, return, or arrange disposal of mislabeled, damaged, leaking, prohibited, unstable, unknown, improperly packaged, or unsafe samples. The Client is responsible for resulting handling, shipping, storage, remediation, and disposal costs.

5.5 Test Limitations and Variability

Testing may be affected by sample heterogeneity, conditioning, aging, preparation, instrument tolerance, detection limits, measurement uncertainty, operator judgment, method limitations, and normal test-to-test variability. Results should not be extrapolated beyond the tested sample and conditions without a technically justified basis.

5.6 Consumption, Retention, and Disposal

Testing may consume, alter, damage, or destroy samples. Unless the Project Document states otherwise, HazBasis may retain, return, or dispose of samples and residues according to its then-current laboratory practices and applicable requirements. Special retention, chain-of-custody, witnessing, return, or disposal instructions must be agreed in writing before testing and may require additional fees.

5.7 Report Retention

HazBasis will ordinarily retain final Reports and associated project records for at least five years after final issuance, subject to legal, accreditation, insurance, storage, and confidentiality requirements. The Client must notify HazBasis in writing before completion of the Project if a longer retention period is required by law, contract, or the Client’s recordkeeping policy. Additional retention charges may apply.

5.8 Subcontracted Testing

HazBasis may use qualified specialty laboratories, subcontractors, carriers, or vendors when reasonably necessary. Third-party schedules, method limitations, terms, and data qualifications may apply to that work.

6. Reports, Use, and Reliance

6.1 Reports are prepared solely for the Client, Project, scope, samples, facts, assumptions, conditions, and intended use identified in the Agreement.

6.2 The validity and usefulness of a Report depend on the tested material, operating conditions, supplied information, and assumptions remaining materially consistent with those used in the Project.

6.3 A Report must not be applied to a different facility, process, material, product, design, operating condition, jurisdiction, or purpose without HazBasis’s prior written review and authorization.

6.4 Drafts, preliminary results, verbal comments, working calculations, and interim documents are subject to revision and must not be treated as final. Only Reports expressly issued as final may be relied upon within their stated scope and limitations.

6.5 Unless HazBasis expressly agrees in writing, no third party may rely on a Report. Disclosure of a Report to a third party does not create a duty, warranty, or professional relationship between HazBasis and that party.

6.6 The Client must not alter a Report, remove qualifications or limitations, excerpt it in a misleading manner, or represent that HazBasis approved a use beyond the agreed scope.

6.7 HazBasis may correct errors and issue a revised Report. Upon receipt of a revision, the Client must discontinue use of the superseded version.

6.8 The Client is responsible for promptly reviewing Reports and notifying HazBasis of apparent errors, omissions, or questions before relying on or implementing them.

7. Fees, Expenses, Invoicing, and Payment

7.1 Fees and billing milestones are stated in the Project Document. Unless otherwise stated, fees exclude travel, lodging, meals, shipping, customs, permits, taxes, third-party fees, special equipment, hazardous-material handling, and out-of-scope Services.

7.2 Travel expenses, including transportation, lodging, meals, parking, and related costs, will be billed at actual reasonable cost unless the Project Document states another basis. HazBasis may purchase non-refundable or restricted airfare when commercially reasonable. Client-requested changes to approved travel arrangements are the Client’s responsibility.

7.3 Amounts included on a Client purchase order above the professional fees may be treated as estimates for reimbursable expenses and do not cap actual reimbursable costs unless HazBasis expressly agrees otherwise in writing.

7.4 Invoices are payable in U.S. dollars by ACH, wire transfer, check, or another method accepted by HazBasis. Unless the Project Document states otherwise, payment is due within thirty days after the invoice date.

7.5 Past-due undisputed amounts may accrue a service charge at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated on the outstanding balance. The Client must reimburse reasonable costs of collecting overdue amounts, including attorneys’ fees and collection expenses, to the extent permitted by law.

7.6 The Client may not withhold, deduct, or set off amounts due under the Agreement except to the extent required by applicable law. A good-faith invoice dispute must be raised promptly and must identify the specific disputed amount and basis. Undisputed amounts remain due.

7.7 HazBasis may require advance payment, suspend Services, withhold Reports, or decline additional work if amounts are past due or the Client’s credit risk materially changes.

7.8 The Client is responsible for applicable sales, use, value-added, customs, withholding, or similar taxes and charges, excluding taxes based on HazBasis’s net income.

7.9 Additional costs caused by the Client’s delay, failure to provide required information, changed instructions, missed appointments, unavailable personnel, unsafe conditions, or rescheduling are the Client’s responsibility.

8. Schedule, Delay, and Cancellation

8.1 Any completion date or turnaround time is an estimate unless the Project Document expressly states that it is a firm commitment. Time is not of the essence unless expressly agreed in writing.

8.2 Schedules may depend on timely Client inputs, sample receipt, site access, laboratory workload, equipment availability, subcontractor performance, technical findings, and other conditions.

8.3 HazBasis is not liable for reasonable delay resulting from changed scope, incomplete or inaccurate Client information, sample condition, unsafe conditions, third-party delay, or circumstances beyond HazBasis’s reasonable control.

8.4 If the Client postpones, cancels, or terminates Services for convenience, the Client must pay for Services performed, committed labor, purchased materials, subcontractor charges, non-refundable travel, sample handling, demobilization, and other reasonable costs incurred through the effective date of cancellation or termination.

8.5 Unused reserved laboratory or field time may be subject to a reasonable cancellation or rescheduling charge when insufficient notice prevents reassignment of the reserved resources.

9. Confidentiality

9.1 “Confidential Information” means non-public technical, commercial, financial, operational, sample, process, business, and proprietary information disclosed in connection with the Project that is identified as confidential or reasonably should be understood as confidential.

9.2 Each Party will protect the other Party’s Confidential Information using at least reasonable care and will use it only to perform, receive, evaluate, administer, or enforce the Agreement.

9.3 A receiving Party may disclose Confidential Information to its employees, officers, affiliates, insurers, professional advisers, laboratories, subcontractors, and service providers who reasonably need the information and are subject to confidentiality obligations.

9.4 Confidentiality obligations do not apply to information that the receiving Party can demonstrate: (a) is publicly available without breach; (b) was lawfully known without confidentiality restriction before disclosure; (c) was independently developed without use of the Confidential Information; or (d) was lawfully received from a third party without a duty of confidentiality.

9.5 A Party may disclose Confidential Information when required by law, regulation, subpoena, court order, or government demand, provided it gives prompt notice when legally permitted and reasonably cooperates in seeking confidential treatment.

9.6 Without HazBasis’s prior written consent, the Client may not publish or publicly distribute HazBasis proposals, Reports, presentations, memoranda, methods, procedures, work strategies, pricing, or other non-public communications, except as required by law or as expressly permitted by the Agreement.

9.7 These confidentiality obligations continue during the Agreement and for five years after completion or termination. Obligations concerning trade secrets continue for as long as the information remains protected as a trade secret under applicable law.

10. Intellectual Property and Data Use

10.1 Each Party retains all ownership rights in intellectual property, samples, data, materials, software, processes, methods, know-how, templates, and other property that it owned or developed independently of the Project.

10.2 Upon full payment, the Client owns the final project-specific Reports prepared exclusively for the Client, subject to HazBasis’s retained rights in its pre-existing materials, general knowledge, methods, templates, calculations, software, laboratory procedures, report formats, know-how, and improvements (“HazBasis Materials”).

10.3 HazBasis grants the Client a non-exclusive, perpetual license to use HazBasis Materials embedded in a fully paid final Report solely as necessary to use that Report for its intended Project purpose.

10.4 The Client may use final Reports internally and may share them with its employees, affiliates, regulators, insurers, legal and technical advisers, owners, lenders, contractors, and customers who have a legitimate Project-related need, provided all qualifications, limitations, confidentiality restrictions, and third-party reliance restrictions are preserved.

10.5 The Client may not sell, license, commercialize, materially modify, or create derivative commercial products from HazBasis Materials without HazBasis’s prior written consent.

10.6 HazBasis may use de-identified and aggregated information derived from the Services for internal research, method development, quality improvement, training, and statistical purposes, provided HazBasis does not identify the Client or disclose the Client’s Confidential Information.

10.7 Neither Party may use the other Party’s name, logo, trademarks, personnel names, or Project description in advertising, publicity, endorsement, litigation publicity, fundraising, or securities materials without prior written consent, except for legally required disclosures.

10.8 Each Party represents that it has the right to provide the materials it supplies for the Project. Each Party will defend and indemnify the other against a third-party claim that materials supplied by the indemnifying Party infringe that third party’s intellectual-property rights, except to the extent the claim results from modification or use outside the agreed purpose.

11. Subcontractors

11.1 HazBasis may engage qualified subcontractors, specialty consultants, laboratories, carriers, or vendors when reasonably necessary to perform the Project.

11.2 HazBasis will require subcontractors receiving Client Confidential Information to be subject to confidentiality obligations appropriate to their role.

11.3 Upon reasonable request, HazBasis will identify a material technical subcontractor and describe the general nature of the subcontracted work, subject to confidentiality, security, and commercial restrictions.

11.4 HazBasis remains responsible for managing subcontracted Services within the agreed scope, but third-party terms, method limitations, lead times, and data qualifications may apply.

12. Limited Warranty and Exclusive Remedy

12.1 HazBasis warrants that the Services will be performed in accordance with the professional standard of care stated in Section 3.1.

12.2 The Client must notify HazBasis promptly after discovering an alleged nonconformity and must provide HazBasis a reasonable opportunity to investigate and, when appropriate, correct or reperform the affected Services.

THE CLIENT’S EXCLUSIVE REMEDY FOR A PROVEN BREACH OF THE EXPRESS SERVICE WARRANTY IS, AT HAZBASIS’S OPTION, REPERFORMANCE OF THE NONCONFORMING SERVICES OR REFUND OF THE FEES PAID FOR THOSE NONCONFORMING SERVICES. EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND ANY EXPRESS WARRANTY IN THE PROJECT DOCUMENT, HAZBASIS DISCLAIMS ALL OTHER EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND GUARANTEED RESULTS.

13. Indemnification

13.1 The Client will defend, indemnify, and hold harmless HazBasis and its officers, employees, consultants, and subcontractors from third-party claims, losses, liabilities, penalties, damages, and reasonable costs arising from:

• the Client’s failure to provide accurate hazard information, safety data sheets, safe-handling instructions, or lawful packaging and shipping documentation;
• undisclosed hazards, improper sample handling, or conditions at a Client-controlled site;
• the Client’s misuse, unauthorized alteration, misleading excerpting, or application of a Report beyond its intended scope;
• the Client’s facility operations, products, equipment, employees, contractors, or implementation decisions; or
• the Client’s violation of applicable law or a third party’s rights,

except, in each case, to the extent the claim is finally determined to have resulted from HazBasis’s gross negligence or willful misconduct.

13.2 HazBasis will defend, indemnify, and hold harmless the Client from third-party bodily-injury or tangible-property-damage claims to the extent finally determined to have resulted from HazBasis’s gross negligence or willful misconduct in performing the Services.

13.3 The indemnified Party must provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying Party, subject to the indemnified Party’s right to participate with its own counsel at its own expense. No settlement may admit fault by, impose obligations on, or restrict the indemnified Party without its written consent.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFIT, REVENUE, PRODUCTION, PRODUCT, USE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR DELAY DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED.

14.1 Unless the Project Document states a different limit, HazBasis’s aggregate liability arising from or relating to the Project, whether in contract, tort, indemnity, statute, or otherwise, will not exceed the total fees actually paid to HazBasis for the specific Services giving rise to the claim.

14.2 The limitations in this Section apply to HazBasis and its officers, employees, consultants, subcontractors, affiliates, and representatives and are intended to allocate risk between the Parties.

14.3 The limitations do not apply to liability that cannot lawfully be limited or excluded, or to a Party’s fraud or willful misconduct.

14.4 The Parties acknowledge that the fees reflect this allocation of risk and that HazBasis would not provide the Services on the same economic terms without these limitations.

15. Non-Solicitation of Project Personnel

15.1 During the Project and for twelve months after its completion or termination, neither Party will directly and specifically solicit for employment or engagement an employee or individual consultant of the other Party who was materially involved in the Project, without the other Party’s prior written consent.

15.2 This restriction does not apply to general advertisements or recruiting campaigns not targeted at the other Party’s personnel, responses initiated independently by an individual, or a person whose employment or engagement with the other Party ended before the solicitation.

15.3 The Parties acknowledge that a breach may cause harm not readily measurable in money and that the affected Party may seek injunctive relief and recover proven actual damages and reasonable enforcement costs, subject to applicable law.

16. Term, Suspension, and Termination

16.1 The Agreement begins when the Client accepts or authorizes the Project and continues until the Services are completed, unless earlier suspended or terminated under the Agreement.

16.2 Either Party may terminate the Agreement for material breach if the breaching Party fails to cure the breach within thirty days after written notice, or a shorter period when reasonably required for safety, legal compliance, or protection of property.

16.3 HazBasis may immediately suspend or terminate Services for nonpayment, unsafe conditions, undisclosed hazards, illegal instructions, lack of required cooperation, conflicts of interest, abusive conduct, or circumstances that make responsible completion impracticable.

16.4 Either Party may terminate the affected Project if a force-majeure condition continues for more than thirty consecutive days and materially prevents performance, unless the Parties agree to continue or modify the Project.

16.5 Either Party may terminate immediately if the other Party makes a general assignment for creditors, files or becomes subject to a bankruptcy or insolvency proceeding that is not timely dismissed, or has a receiver or trustee appointed over a material part of its assets, subject to applicable law.

16.6 Upon suspension or termination, the Client must pay all amounts due for Services performed, work in progress, committed labor, noncancelable obligations, purchased materials, travel, sample handling, demobilization, and reasonable closeout costs.

16.7 If HazBasis terminates because unforeseen technical, safety, legal, or practical circumstances make completion unreasonable, HazBasis will provide available preliminary work product for completed Services after payment. Preliminary work product remains subject to stated limitations and may not be treated as a final Report.

17. Force Majeure

17.1 Neither Party is liable for failure or delay caused by events beyond its reasonable control, including natural disaster, severe weather, fire, explosion, epidemic, war, terrorism, civil unrest, governmental action, embargo, labor dispute, utility or internet interruption, cyberattack, transportation disruption, supply shortage, or failure of a carrier, laboratory, vendor, or other third party despite reasonable diligence.

17.2 The affected Party will use commercially reasonable efforts to notify the other Party, reduce the effect of the event, and resume performance when reasonably practicable.

17.3 A force-majeure event does not excuse payment for Services already performed or costs already incurred.

18. Notices

18.1 Formal notices under the Agreement must be in writing and sent to the addresses or email contacts stated in the Project Document, as updated by written notice.

18.2 Notice may be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail, or email with confirmation of transmission. Notice is effective upon personal delivery; one business day after deposit with an overnight courier; three business days after mailing within the United States; seven business days after international mailing; or, for email, when sent without an automated delivery-failure notice, provided that a notice of termination, indemnity claim, or legal dispute is also sent by courier or certified mail.

19. Insurance

19.1 HazBasis will maintain insurance it considers commercially reasonable for its operations or as expressly required in the Project Document.

19.2 Any request for project-specific coverage limits, endorsements, additional insured status, waivers, or certificates must be made before authorization to proceed and may affect fees and schedule.

19.3 A certificate of insurance does not amend, expand, or waive the Agreement or the applicable policy terms.

20. Compliance with Laws and Trade Controls

20.1 Each Party is responsible for complying with laws applicable to its activities, including workplace safety, transportation, environmental, sanctions, import/export, anti-boycott, anti-bribery, and anti-corruption requirements.

20.2 The Client must not request, transfer, export, re-export, or use Services, Reports, technical data, samples, software, or equipment in violation of applicable restrictions or for prohibited end users, end uses, or destinations.

20.3 HazBasis may request information needed for compliance screening and may refuse or suspend activity when compliance cannot reasonably be confirmed.

21. Governing Law and Dispute Resolution

21.1 The Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles, except to the extent federal law applies.

21.2 Before commencing litigation, a Party must give written notice describing the dispute and allow at least thirty days for good-faith discussions, unless immediate relief is reasonably necessary to prevent irreparable harm, preserve a legal right, or collect an undisputed past-due amount.

21.3 Unless the Project Document states otherwise, exclusive venue for a dispute arising from or relating to the Agreement or Project will be the state or federal courts located in Harris County, Texas, and each Party consents to jurisdiction there.

21.4 Either Party may seek injunctive or equitable relief to protect confidential information, intellectual property, personnel restrictions, payment rights, Report integrity, or misuse of its name or materials.

22. General Provisions

22.1 Independent Contractors. The Parties are independent contractors. The Agreement does not create an agency, employment, partnership, joint venture, fiduciary, or franchise relationship. Neither Party may bind the other without written authority.

22.2 Assignment. The Client may not assign the Agreement or delegate its obligations without HazBasis’s prior written consent. HazBasis may assign the Agreement in connection with a merger, reorganization, affiliate arrangement, or transfer of substantially all assets related to the Services. An assignment does not relieve the assigning Party of obligations accrued before the assignment.

22.3 No Third-Party Beneficiaries. The Agreement creates no rights in any third party unless expressly stated in a signed writing.

22.4 Waiver. A failure or delay in enforcing a right is not a waiver. A waiver must be in writing and applies only to the specific matter stated.

22.5 Severability. If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary to reflect the Parties’ intent and become enforceable, and the remaining provisions will continue in effect.

22.6 Amendment. An amendment to a Project must be in writing, identify the provision or scope being modified, and be accepted by authorized representatives of both Parties.

22.7 Entire Agreement. The Project Document and these Terms and Conditions constitute the complete agreement concerning the Project and supersede prior or contemporaneous discussions, proposals, and communications concerning the same subject, except for a separate confidentiality agreement or master services agreement that expressly remains applicable.

22.8 Electronic Acceptance. Electronic signatures, email approvals, accepted electronic purchase orders, website acceptance, and other electronic records may evidence agreement and authorization to proceed.

22.9 Survival. Provisions concerning payment, confidentiality, intellectual property, Report use and reliance, warranties, indemnification, liability limitations, dispute resolution, and provisions that by their nature should survive remain effective after completion or termination.

22.10 Website Version. HazBasis may update these Terms and Conditions by posting a revised version on its website. Unless the Parties agree otherwise, the version in effect when the Client authorizes a Project applies to that Project, and a later update does not retroactively modify an existing Agreement.

23. Contact Information

Questions concerning these Terms and Conditions may be directed to: