Bright Space Cleaning Terms, Conditions & Disclaimers

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1.0 Introduction

This document outlines the policies, procedures, terms, conditions, and disclaimers of Bright Space Cleaning (“BSC”). Throughout this document, “Bright Space Cleaning” or “BSC” refers to the cleaning company itself. “Owner(s)” or “CEO” refers to the proprietors of Bright Space Cleaning. Our staff or subcontractors are referred to as “cleaning techs” or “employees,” while our Clients and anyone representing them are designated as “Clients” or “You.”
By signing this Agreement and entering into a recurring service contract with BSC, you agree to the terms outlined herein and on our website. All recurring cleaning services are provided under a twelve (12)-month service contract unless otherwise stated in the signed Proposal. The Agreement automatically renews for successive 12-month periods unless non-renewed under §13.1 or terminated under §13.2.
This Agreement, together with any attached Exhibits, forms the entire understanding between the Client and BSC and governs all recurring cleaning services provided during the contract term.
Recurring service rates are governed by the price review and notice terms in §8.4–§8.8.
1.1 Policy Updates and Revisions
Bright Space Cleaning (“BSC”) may modify, amend, or update these policies, terms, conditions, and disclaimers from time to time. Material changes (i.e., changes that affect Client rights, obligations, or pricing practices) will be communicated to Client in writing at least thirty (30) days before the effective date and will apply prospectively. For agreements that automatically renew, any material change effective at renewal will be noticed 5–30 days before the renewal date, and Client may elect non-renewal under §13.1 or terminate under §13.2 before the change takes effect. Non-material updates (e.g., formatting, contact details, clarifications) may be implemented by posting the updated version on BSC’s website with a revised effective date.
Clarifications: (a) This §1.1 does not authorize mid-term price changes; pricing reviews and any adjustments are governed by §§8.4–8.8. (b) Continued scheduling or receipt of services after the effective date of a noticed update constitutes acceptance of that update.

2.0 Payment Terms & Financial Policies
2.1 Invoicing & Due Date
2.1.1 BSC issues monthly invoices ten (10) days before the end of each service month (e.g., the 20th of a 30-day month) for that month’s recurring services.
2.1.2 Payment is due on the fifteenth (15th) of the following month. A five (5)-day grace period applies through the twentieth (20th) of that month.
2.2 Accepted Payment Methods
2.2.1 Bright Space Cleaning accepts credit cards, debit cards, and ACH.
2.2.2 Invoices are delivered via Square (secure card/ACH processing).
2.2.3 If BSC applies any credit-card surcharge, BSC will clearly disclose and post the total card price before payment and cap any surcharge at our actual processing cost, consistent with applicable law.
2.3 Late Fees; Finance Charges; Suspension
2.3.1 Late Fee (after grace period): Beginning on the twenty-first (21st) day of the month in which payment is due, a finance charge of the lesser of $50 or 1.5% of the unpaid balance per month (simple, non-compounding) applies, not to exceed the maximum permitted by law.
2.3.2 Past-Due Milestones:
• Day 21+: (after due month’s 20th): BSC may suspend service until the account is current.
• Day 60+: BSC may place the account with collections and require prepayment going forward.
2.3.3 These charges are liquidated damages for late payment, not interest on a loan, and are agreed as a reasonable estimate of administrative and carrying costs. 
2.4 No Setoff
Client will pay undisputed amounts without setoff, withholding, or counterclaim. Disputed items must be identified in writing before the due date; the parties will cooperate in good faith to resolve promptly.
2.5 Chargebacks / ACH Returns
2.5.1 Client agrees to first notify BSC and allow a 10-day internal review before initiating a card chargeback related to services already performed.
2.5.2 If a chargeback or ACH return occurs and BSC prevails (issuer reversal/representment accepted), Client will reimburse reasonable dispute/processing fees. (Nothing here limits rights provided by card-network rules.) 
2.6 Collection Costs
In any action to collect undisputed amounts, Client will pay BSC’s reasonable attorneys’ fees and costs as allowed by law (express fee-shifting).
2.7 W-9 & Tax Reporting
2.7.1 Upon request, BSC will provide a completed IRS Form W-9 (legal name, address, TIN, entity classification).
2.7.2 Client must issue Form 1099-NEC if required by IRS rules (reporting obligation depends on BSC’s W-9 classification). BSC does not provide tax advice; Client should consult its tax advisor.
2.8 Sales Tax
2.8.1 BSC collects NYS/NYC sales tax on taxable janitorial/maintenance services at the rate applicable to the service location/date.
2.8.2 Exemptions (e.g., ST-119.1 or other valid certificates) must be received before invoicing; exemptions are not applied retroactively.
2.8.3 If tax rates change, the rate in effect on the service date applies. 
2.9 Billing Contacts & Authorization
The Client will designate an authorized representative (name, title, email, mailing address) for billing/approvals, keep that info current, and promptly notify BSC of changes.
2.10 Pricing Reviews
Recurring-service pricing is governed by §§8.4–8.8 (Price Review & Notice). No mid-term increases except as allowed by §8.5.

3.0 Scheduling & Cancellations (Recurring Services)
3.1 Service Schedule, Hours of Operation & Holidays
3.1.1 Recurring services are performed on the cadence shown in the signed Proposal (e.g., weekly, biweekly, monthly, and quarterly) and shared via Google Calendar.
3.1.2 Regular hours of operation are 7PM–5 AM. Requests for service outside these hours must be made in advance and are subject to availability.
3.1.3 Holiday Observance (Scheduling). Bright Space Cleaning observes all nationally recognized holidays and will also honor any holidays formally observed by the Client. These dates are not included in the standard service estimate and are **skipped—not automatically rescheduled or charged—**unless the Client requests otherwise in writing. If the Client requests service on one of these holidays, additional charges will apply as detailed in §8.13 (Holiday Premium Rates).
3.1.4 Client-Observed Holidays / Site Closures. If the Client observes additional holidays or plans a site closure, the Client must give at least forty-eight (48) hours’ notice for a fee-free reschedule under §3.3.1. Requests made with less notice are subject to the Reschedule/Cancellation Fee in §3.3.2.
3.1.5 Standing Schedule Changes. Ongoing changes to the regular day, time, or service frequency should be requested with seven (7) days’ notice and are subject to staffing availability.
3.2 Appointment Confirmation, Access & Lockout Fee
3.2.1 Automated reminders are sent 3 days, 1 day, and 10 minutes before each visit.
3.2.2 The Client must provide keys/codes/escort/security clearance and any required security lists or vendor registrations at least 24 hours before the visit.
3.2.3 Lockout: If the team cannot gain access at the scheduled time, staff will wait up to fifteen (15) minutes while Dispatch attempts to reach the Client. If access is still not provided, the visit is deemed canceled on arrival (“lockout”). A $150.00 Lockout Fee will be billed on the next invoice.
See also §3.4.3 (Same-Day / On-Arrival Changes).
3.2.4 Repeated lockouts may result in service suspension until the account and access arrangements are current.
3.3 Cancellation & Rescheduling (Single Visit)
3.3.1 No-fee reschedule or cancellation with ≥ 48 hours’ notice.
3.3.2 Changes made < 48 hours before the visit incur a $150.00 Reschedule/Cancellation Fee per occurrence, billed to the next invoice.
3.4 Rescheduling & Expedited Requests (Recurring)
3.4.1 No-Fee Window. A Client may reschedule a recurring visit at no charge if the request is received ≥ 48 hours before the scheduled start of the service window.
3.4.2 Inside 48 Hours (Reschedule Fee). Rescheduling < 48 hours before the scheduled start incurs a $150 rescheduling fee per affected visit. The fee covers crew scheduling, route changes, and lost capacity.
3.4.3 Same-Day / On-Arrival Changes. If a visit is canceled on the same day, the team is turned away on arrival, or access is unavailable at the scheduled time, the visit is deemed a lockout. The $150.00 Lockout Fee applies and will appear on the next invoice.
3.4.4 Expedited Requests (Short-Notice Add-Ons). If the Client requests additional work or an extra visit on < 3 business days’ notice, BSC may apply an expedited booking fee of $75 per incident plus the quoted add-on charges (see §§8.9.1–8.9.2). After-hours access or special building logistics, if required, will be quoted in advance.
3.4.5 Events & Construction Aftermath. Cleaning loads created by special events or construction/renovation are outside the standard recurring scope and will be handled per §8.9 (quoted as a one-time add-on or billed hourly as stated). If active construction is present, BSC may reschedule or re-scope the visit for safety and quality.
3.4.6 Priority-Only Completion. If Client declines added time/fees under §§8.5–8.9, Client will designate priority areas. BSC will complete those areas within the original budgeted visit; no guarantee applies to deferred areas (see §8.11).
3.4.7 How to Reschedule. Rescheduling requests must be in writing (email/text to the Authorized Contact). Calendar changes are confirmed via Google Calendar (see §3.1). Automated reminders continue to be sent (see §3.2).
3.4.8 Force Majeure. Weather, building closures, or other Force Majeure conditions are handled under §12.8. In such cases BSC will coordinate a make-up visit without penalty.
3.5 On-Call Requests, Rotating Areas & Emergency Bookings
3.5.1 For locations serviced in rotations (e.g., different suites/floors on different weeks), the Client will provide a weekly or monthly list of the specific areas to be serviced. If no list is received, BSC will service areas per Exhibit A priorities.
3.5.2 Additional/on-call work outside the standing schedule requires seven (7) days’ notice and a confirmed work order.
3.5.3 Requests made with less than seven (7) days’ notice are subject to capacity and a $75.00 Emergency Booking Fee per booking.
3.6 Weather, Building Conditions & Force Majeure
3.6.1 Severe weather, elevator outages, unexpected building closures, or other conditions beyond the parties’ control will be handled under §12.8 (Force Majeure). Affected visits will be rescheduled without penalty; no credits apply for circumstances outside BSC’s control.

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4.0 Service Scope & Adjustments
4.1 Scope of Work — Recurring Nightly Cleaning (Creative Campus Facilities)
4.1.1 This Agreement applies to recurring office cleaning services performed on the cadence stated in the signed Proposal and Exhibit A (e.g., weekly, biweekly, monthly, or quarterly rotational tasks).
4.1.2 The standard scope includes the recurring tasks set out in Exhibit A — Work Specifications (Recurring Office Cleaning), customized for the Client’s site and frequency. Unless otherwise agreed in writing, services are limited to interior, accessible areas up to approximately 10 feet in height.
4.1.3 Common-Area Only Rule for Pickups. Glassware/utensil pickup and common-area trash pickup are performed only in shared/common areas. Personal desks are excluded unless the Client provides written authorization.
4.1.4 Exclusions. Exterior window cleaning, biohazard/mold/lead/asbestos remediation, heavy furniture moves, and hauling/bulk removal are excluded unless separately quoted and authorized. (See Disclaimers §11.0 and optional services in Exhibit A.)
4.1.5 Active Renovation/Construction. If active construction, punch-list work, or dust-generating trades are present during a recurring visit, BSC may (a) perform only safe/accessible tasks within the scheduled window, (b) pause or reschedule the visit, or (c) propose a separate post-construction service for affected areas. Any additional time or specialized service will be quoted and must be approved in writing before commencement.
4.2 Cleaning Fee Adjustments (Operational Changes)
4.2.1 Recurring fees are based on the scope, areas, occupancy, and frequency represented in the Proposal. If actual conditions change materially, BSC may recommend a pricing or scope adjustment in accordance with §§8.4–8.8 (Price Review & Notice).
4.2.2 On-Arrival Variances. If techs find conditions that significantly exceed the visit plan (e.g., added suites/floors/rooms, atypical soiling, event aftermath, or increased headcount/foot-traffic), BSC may:
(a) propose additional time at $75 per hour per technician, or
(b) recommend a revised scope/frequency going forward.
4.2.3 Authorization. Any added time or scope change requires written approval (email/text acceptance suffices).
4.2.4 Standard-Scope-Only Completion. If the Client declines additional time/fees, BSC will complete only the standard Exhibit A scope within the scheduled window; excess/backlog will be deferred to subsequent visits or a separately scheduled service, without guarantee for non-standard areas.
4.2.5 Photo Documentation. BSC may photograph/video pre-existing conditions and completed work to document scope, conditions, and completion (see Media policy §10.3).
4.3 Dishwashing & Kitchenware Policy (Recurring)
4.3.1 Dishwasher Required for Included Service. Dishwashing is included only when a functioning on-site dishwasher is available. Included tasks (per visit): collect from common areas only (personal desks excluded unless Client provides written authorization), load, run, unload, and return items to designated storage.
4.3.2 Hand Washing Not Included — Extra Fee (No Exceptions). Hand washing is not included in recurring service. If hand washing is requested or required (e.g., no dishwasher on site, dishwasher down, overflow beyond capacity, “hand-wash only” items), it is billed at $75 per hour per technician (1-hour minimum) and requires written approval (email/text is sufficient). No exceptions. If discovered on arrival without prior approval, Client may (a) authorize billable hand washing per this clause or (b) decline, in which case those items will be skipped.
4.3.3 Event / High-Volume Overflow. When volume exceeds one standard dishwasher load or otherwise exceeds the scheduled visit time, overflow is billed under §4.3.2 unless the Client pre-books an Event Support package (fixed quote).
4.3.4 Safety & Limitations. BSC processes dishwasher-safe items only. Items labeled “hand-wash only,” delicate, or specialty are excluded from included service. BSC will not hand-wash such items except under §4.3.2. BSC follows posted site instructions and is not responsible for manufacturer restrictions unknown to BSC (see §11.10).

5.0 Access, Security & Health–Safety
5.1 Security & Access
5.1.1 Personnel Standards, Vetting & Confidentiality. Bright Space Cleaning (“BSC”) assigns reliable, trained technicians who operate to professional security and privacy standards:
a. Vetting & Eligibility. All on-site personnel complete identity verification, background screening, and work-eligibility (I-9) before assignment.
b. Training. Staff complete BSC training in confidentiality, data minimization, security-aware cleaning practices, PPE, and incident reporting before working independently (see Exhibit B).
c. Identification & Uniforms. Technicians wear branded uniforms and visible photo ID badges at all times while on site (Exhibit B §B.1).
d. Confidentiality Commitments. Personnel are bound by BSC’s internal confidentiality agreement and will sign a Client NDA upon request. Data-security obligations are reinforced by §12.2 (Confidentiality & Data Security).
e. “No-Browse / No-Record” Rule. Technicians do not read, photograph, copy, or remove Client documents or media and do not access computers/devices. Items may be lightly shifted only as reasonably necessary to clean the surface and returned to place.
f. Limited-Access Protocol. Techs do not open drawers, cabinets, lockers, or closets unless Client has explicitly instructed otherwise (see §5.1.3). Access to personal storage (e.g., individual desk drawers) is excluded absent written authorization.
g. Supervision & Logging. Field supervisors perform periodic checks; GPS-assisted timekeeping and entry/exit logging support accountability and accurate service records (Exhibit B §§B.3–B.4).
h. Client Preparations. For security, Client will secure or remove sensitive documents, valuables, and confidential materials prior to service (see also §5.1.2–§5.1.5 for keys/codes and building access).
5.1.2 If keys, fobs, or access codes are provided, they are kept confidential and used solely to provide services.
5.1.3 Technicians do not open drawers, cabinets, lockers, or closets unless specifically instructed by Client. Access to personal storage (e.g., individual desk drawers) is excluded unless written authorization is provided.
5.1.4 Key Management. Keys/fobs are stored securely; labels use coded identifiers (no names/addresses). Lost/stolen key incidents must be reported immediately by either party for appropriate mitigation.
5.1.5 Building Lists/Badges. Client will ensure BSC is on required security/vendor lists and will provide any temporary badges/escorts. See §3.2 for access timing and lockout rules.
5.1.6 Employee Confidentiality Agreements & Client NDA. All BSC employees and subcontractors assigned to Client sites sign BSC’s Confidentiality & Data Security Agreement as a condition of assignment. This agreement prohibits disclosure or misuse of Client information, bans personal recording/photography of Client materials, limits access to “need-to-know” areas only, and requires immediate incident reporting. Upon request, BSC will also execute the Client’s Mutual NDA; where terms differ, the stricter confidentiality obligation will govern. These commitments are in addition to the data-security duties in §12.2 (Confidentiality & Data Security) and the “No-Browse/No-Record” rule in §5.1.1(e).
5.1.7 Strict No-Grant Entry Policy. BSC staff will not unlock, open, or grant access to any person requesting entry under any circumstances. Staff will not accept or relay authorizations, check IDs, verify rosters, or make access judgments about employees, former employees, contractors, visitors, or vendors. All entrants must use the Client’s access control systems and procedures.
5.1.8 Tailgating & Door-Holding. To prevent unauthorized entry, BSC staff do not hold doors or allow tailgating behind them. Each person must badge in or follow the Client’s access procedure independently.
5.1.9 Visitors & Deliveries. BSC staff do not sign for deliveries, escort visitors, or accept responsibility for visitor/vendor access. All visitor and delivery access is the Client’s responsibility.
5.1.10 Authorized Contact (Notifications Only). Client will designate an Authorized Contact (name, title, phone, email) available during service. If someone requests entry, BSC may notify the Authorized Contact as a courtesy, but will not grant access. The requester must follow the Client’s normal access procedures.
5.1.11 Keys/Cards — Custody & No Handoffs. Keys and access cards issued to BSC are kept under coded custody and used only for service. Staff will not hand keys/cards to anyone on site or accept replacement credentials from third parties. Any chain-of-custody change requires written Client authorization.
5.1.12 Emergency Services Exception. In an apparent emergency (police/fire/EMS), staff will cooperate with first responders and promptly notify the Authorized Contact and BSC dispatch. Outside of emergencies, no access is granted.
5.1.13 Denied-Access Consequences. BSC is not liable for delays, missed deliveries, or other impacts resulting from properly denying entry under §§5.1.7–5.1.12. Related lockout/standby fees apply per §3.2.
5.2 Health & Safety (Scope Limits)
5.2.1 BSC follows protocols to maintain a clean, safe environment and reduce cross-contamination.
5.2.2 Excluded Materials. BSC does not handle or remediate:
a. Mold or suspected mold; b. Human/animal feces; c. Bodily fluids; d. Flea/bedbug or other infestations; e. Rodent infestations; f. Asbestos/lead or other regulated hazards.
5.2.3 If such conditions are present, Client must arrange a licensed remediation contractor. If encountered unexpectedly, BSC will avoid the area, notify Client, and proceed only where safe and permitted.
5.2.4 Work Area Etiquette. Client will allow adequate space for technicians to work and minimize interaction during active cleaning to maintain safety and productivity.
5.3 Temperature Guidelines
5.3.1 For staff comfort and safety: Summer: maintain ≤ 78°F (25.5°C); Winter: maintain 68–72°F (20–22°C).
5.3.2 These ranges align with common efficiency/comfort guidance. If different settings are required for health/operations, Client will notify BSC in advance.
5.4 PPE, Safe-Work Areas & Client Conduct
5.4.1 Training. BSC staff are trained to prevent hazards by managing equipment, cords, chemicals, and wet areas to keep pathways clear.
5.4.2 PPE. Standard PPE includes shoe covers and gloves (mandatory; gloves changed after bathrooms/kitchens). Masks are used per Client policy or as conditions warrant.
5.4.3 Controlled Work Zones & Clearance. During active cleaning, BSC may set temporary work zones (wet-floor signs). Clients, occupants, guests, and vendors must remain outside these zones and maintain at least six (6) feet of clearance from technicians and equipment.
5.4.4 Cords, Power & Heavy Equipment. When powered/heavy equipment (e.g., vacuums, floor machines, steamers) or extension cords are deployed, entry into the work area is prohibited until staff signal it is safe. Crossing cords, stepping into machine paths, or moving signs/cones is not permitted.
5.4.5 Interaction & Distractions. To reduce accident risk, do not engage technicians in conversation or otherwise distract them while they are operating equipment, handling chemicals, or moving carts. Direct questions to the Account Manager by calling 718-490-5574.
5.4.6 Client Duty of Care. Client is responsible for informing its employees, guests, and vendors of these rules and for ensuring compliance. Occupants must watch for wet-floor signs, cords, hoses, and equipment and avoid recently cleaned/wet areas until cleared for use.
5.4.7 Hazard Reporting. Client will promptly report any unsafe condition (spills, loose mats, obstructed egress, missing signage). BSC will address reportable conditions without undue delay.
5.5 Use of Client Utilities & Wastewater Disposal
5.5.1 Client will provide running water and electricity during service; these utilities are standard and necessary. No credits are issued for normal utility use.
5.5.2 Non-hazardous wastewater is disposed only to on-site sanitary or combined sewers (toilets, janitor/mop sinks). No discharge to storm drains or outdoors.
5.5.3 BSC is not responsible for plumbing blockages/backups unless caused by BSC’s gross negligence or willful misconduct. Pre-existing debris/conditions and building plumbing issues remain Client responsibility.
5.5.4 Failure to Provide Utilities. If water/electricity are unavailable at arrival and not restored within a reasonable time, the visit is treated as a lockout under §3.2.3 (billed per that section). Repeated occurrences may lead to service suspension under §2.3.
5.6 Health & Illness Terms
5.6.1 Staff Health. BSC personnel who are actively sick or symptomatic are not permitted to report to Client sites until cleared per public-health guidance.
5.6.2 Client Notification. Client will notify BSC before a scheduled visit if occupants are symptomatic or there has been a recent confirmed communicable illness on site, so precautions can be assessed.
5.6.3 Right to Reschedule. BSC may reschedule, postpone, or cancel a visit if illness is present or suspected among BSC personnel or at the Client site, acting in good faith to protect all parties.
5.6.4 Coordination. The parties will communicate promptly to arrange the next available service window; standard rescheduling rules apply (see §3.3–3.4).

6.0 Insurance, Liability & Damage Claims (Recurring Services)
6.1 Insurance Endorsements & Contract Terms
6.1.1 Default Status — Certificate Holder. Clients are listed on BSC’s policy only as Certificate Holders by default. A Certificate of Insurance (COI) evidences coverage but does not extend insured status.
6.1.2 Additional Endorsements (Pass-Through Premium). If Client requires Additional Insured, Waiver of Subrogation, Primary & Non-Contributory, or other endorsements beyond Certificate Holder, BSC will pass through the actual insurer premium and processing cost as a separate line item labeled “Premium.” For ongoing service agreements, the premium is amortized across the contract term and added to the monthly invoice. If the Client terminates early, any unamortized premium becomes immediately due (see §6.1.4).
6.1.3 Timeline & Client Approval. All insurance modification requests are subject to insurer review. Within approximately seven (7) business days after receiving Client’s written request, BSC will provide a written quote for the incremental premium/fees. Client then has 72 hours to approve in writing. Once approved and (if required) paid, issuance typically takes up to seven (7) additional business days. BSC will not initiate modifications until approvals/payments are received.
6.1.4 Minimum Term & Early Termination (Ongoing Services). Endorsements for recurring contracts require a minimum term of twelve (12) months. If Client terminates before the end of the term, the unamortized endorsement premium (calculated per §6.1.2) becomes due upon termination.
6.1.5 Liquidated Damages & Enforcement. Any cancellation, lockout, or liquidated-damages amounts specified in this Agreement represent a reasonable pre-estimate of costs (scheduling, lost opportunities, admin, recruiting) and are not a penalty. They become due upon written notice of the triggering event. Attorneys’ fees and costs are governed by §2.6 (Collection Costs) and §12.5 (Dispute Resolution)
6.1.6 Mid-Term Changes in Building/Client Requirements. If, during the term, the building/landlord or Client imposes new insurance requirements or higher limits (e.g., adding Owners/Managers as AI, requiring Waiver, or higher GL/Umbrella limits), BSC will quote the incremental cost under §6.1.3. If Client declines, BSC may suspend or terminate services after 15 days’ written notice; any earned fees and unamortized premiums remain due.
6.1.7 Renewal & Insurance-Driven Price Adjustments (Notice). At renewal, if Client continues to require endorsements beyond Certificate Holder, the Premium line item may be reset to reflect the insurer’s rates for the new term (insurers commonly adjust annually). BSC will give at least thirty (30) days’ prior written notice of the new Premium amount so Client can decide whether to renew. If the Agreement auto-renews, such notice constitutes a material-change notice; Client may elect not to renew before the renewal date.
6.1.8 Proof of Insurance. Upon request, BSC provides a current COI. Standard coverages include: (a) Commercial General Liability, (b) Workers’ Compensation, and (c) Janitorial/Employee Dishonesty (or equivalent).
6.2 Insurance Coverage & Damage Responsibility
6.2.1 Professional Care. BSC personnel are trained in industry-standard protocols and handle property with care. BSC is not an insurer of the premises; liability extends only to damage directly caused by BSC in the course and scope of its work.
6.2.2 Accidental Damage. If BSC staff accidentally damage Client property, BSC will address the issue, including repair or replacement when appropriate.
6.2.3 Claims With Carrier. BSC maintains comprehensive insurance and may file claims with its carrier where necessary. BSC may request cooperation, access, and documentation reasonably needed to process a claim.
6.3 Reporting Damages & Claim Procedures
6.3.1 Notice Window. Report any service-related damage as soon as reasonably practicable and within seventy-two (72) hours after the specific visit on which the damage allegedly occurred, or upon discovery if not reasonably detectable within that period (but no later than ten (10) days after that visit). Late notice may limit remedies only to the extent BSC is prejudiced by the delay.
6.3.2 Immediate Staff Reporting. BSC staff are trained to report observed damage during service.
6.3.3 No Personal Liability. Neither BSC nor its insurer will hold individual employees personally liable for incidental damages arising in the course and scope of work.
6.4 Claim Evaluation & Reimbursement Limits
6.4.1 Evaluation. BSC will investigate all claims and may decline claims that do not meet criteria, including but not limited to: (a) failure to notify BSC of valuable/fragile items; (b) wall hangings mounted with improper hardware (tape, unstable tacks, undersized nails, etc.); (c) unstable objects/furniture; (d) whitewashed or improperly sealed surfaces; (e) specialty finishes with undisclosed care restrictions.
6.4.2 Small-Value Items. For items valued at $100 or less, BSC may offer direct replacement or reimbursement.
6.4.3 Higher-Value Items. For items over $100, a formal insurance claim and investigation may be required. Some items may be sent to a professional for repair.
6.4.4 Deductibles. If a claim is accepted under BSC’s policy, any applicable deductible allocation will be handled consistent with policy terms and New York law.
6.5 Verification, Preservation & Inspections
6.5.1 Verification & Purpose. Verification exists to determine whether the reported loss was more likely than not caused by BSC during a specific service visit. Client will provide: (a) receipts/vendor estimates/serial or model info; (b) time-stamped photos and/or video; (c) incident date, time, and location; and (d) any available surveillance footage (~2–5 minutes before/after) or on-site review access. BSC will review its pre/post photos, crew logs, GPS/timekeeping, and supervisor notes. All media is used solely to evaluate the claim and handled per §12.2 (Confidentiality & Data Security).
6.5.2 Preservation Duty. Client must preserve the damaged item (and relevant parts/packaging) and retain any related video/logs for BSC inspection. Failure to preserve may limit or bar remedies to the extent BSC is prejudiced by loss of evidence.
6.5.3 Inspection Rights. BSC must be given a reasonable opportunity to inspect the site/item before repair, disposal, or alteration. If access is unreasonably denied, BSC may decline the claim.
6.5.4 Evidentiary Standard; Inconclusive Claims. The Client bears the burden to provide reasonable evidence that BSC more likely than not caused the damage during the identified visit. If evidence is insufficient or inconclusive (including where other plausible causes exist), BSC may decline the claim.
6.5.5 Shared/Third-Party Access. Where multiple parties (e.g., building staff, contractors, vendors, occupants) had access to the area or item, the Client will assist BSC in allocating responsibility. BSC is not responsible for losses caused by third parties. If responsibility cannot be reasonably allocated, BSC will not assume liability.
6.5.6 Reconsideration on New Evidence. Denied claims may be reconsidered if the Client provides new, material evidence within the notice window in §6.3.1.
6.6 Limitation of Liability & Indemnification
6.6.1 Limitation of Liability. Subject to §6.6.2, BSC’s total aggregate liability to Client for claims arising out of or relating to this Agreement shall not exceed the amounts paid by Client for the specific service visit(s) giving rise to the claim. In no event shall BSC be liable for indirect, incidental, special, punitive, or consequential damages (including loss of use, business interruption, lost profits, or diminution of value).
6.6.2 Gross-Negligence Carve-Out. Nothing herein limits liability for gross negligence, willful misconduct, or violations of law, consistent with New York public policy.
6.6.3 Client Indemnification. To the fullest extent permitted by law, Client shall indemnify, defend, and hold harmless BSC, its owners, employees, subcontractors, and agents from and against claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s breach of this Agreement; (b) unsafe or non-compliant site conditions; (c) third-party claims regarding property or persons under Client’s control; or (d) materials, instructions, or conditions provided by Client. This indemnity does not apply to the extent of BSC’s gross negligence or willful misconduct.
6.6.4 Insurance as Exclusive Remedy. To the extent any loss or damage is covered (or could reasonably have been covered) by insurance maintained by either party, that insurance shall be the sole and exclusive source of recovery for such loss, except in cases of gross negligence or willful misconduct. Each party waives, to the fullest extent permitted by law, any subrogation rights inconsistent with this clause.

7.0 Quality Assurance & Satisfaction Guarantees (Recurring Services)
7.1 100% Satisfaction Guarantee
7.1.1 BSC guarantees the quality of its workmanship on recurring services.
7.1.2 If issues are identified within three (3) days after a service visit, BSC will return to re-clean the affected areas at no additional cost.
7.1.3 Re-cleaning is typically scheduled within one (1) to three (3) business days of the original appointment, subject to access/availability.
7.1.4 The guarantee covers workmanship only (missed areas, visible residue, etc.). It does not cover scope changes, added tasks not in Exhibit A, conditions arising after service (e.g., new spills/foot traffic), or damage claims (handled under §6.0).
7.2 Recall Window & Process
7.2.1 Recall Request Window. Client must request a recall within three (3) days of the service visit.
7.2.2 Scheduling. BSC will offer the first available re-cleaning window (generally within 1–3 business days). If Client declines two (2) reasonable slots, the guarantee is deemed satisfied/void.
7.2.3 No Refunds if Declined. If re-cleaning is offered and declined, BSC will not issue refunds or complimentary services. The guarantee exists to correct issues, not to provide additional free cleanings.
7.2.4 Documentation. To expedite resolution, Client agrees to provide brief notes and, where helpful, photos/video of the affected areas.
7.3 Quality Assurance Practices
7.3.1 Supervisory quality checks (announced or unannounced) may occur periodically; BSC may use pre/post photos to document results per §10.3.
7.3.2 BSC may send optional post-service feedback surveys to support continuous improvement.
7.4 Reviews & Issue-Resolution Courtesy
7.4.1 Professional Courtesy Window. Client agrees to notify BSC of any service concerns and allow up to seven (7) days for investigation and resolution before posting negative public feedback on third-party platforms (e.g., Google, Yelp, BBB, social media).
7.4.2 Compliance Note. Nothing in this §7.4 prohibits or penalizes honest statements of opinion or fact protected by applicable law. This is a business-to-business agreement and does not waive any rights under the Consumer Review Fairness Act or similar laws to the extent they apply.

8.0 Rates, Proposal Terms & Client Responsibilities
8.1 Rates & Calculations
8.1.1 Basis of Pricing. Bright Space Cleaning LLC (“BSC”) calculates recurring pricing from the Client questionnaire, walkthrough/site information (square footage, floor types, restroom/fixture count, headcount/occupancy), selected service frequency (weekly/biweekly/monthly/quarterly), access window, and the Scope of Work in Exhibit A.
8.1.2 Project-Based, Not Hourly. Recurring fees are project-based for the quoted scope; internal staffing and time windows are BSC’s discretion. If a visit finishes early, staff may leave and proceed to the next assignment.
8.1.3 Time Variability. Actual on-site time varies by staffing level, building conditions, and access. No overtime/after-hours surcharge applies to normal recurring visits; additional charges arise only if (a) there’s a mid-term change under §8.5, (b) an event/construction add-on applies under §8.9, or (c) Client approves in writing.
8.1.4 Cleaning Point System. BSC uses an internal Cleaning Point System to standardize quality and productivity across sites.
8.2 Proposal Term Validity
8.2.1 30-Day Validity. Each proposal is valid for thirty (30) days from issuance, assuming no material change to scope, frequency, or site conditions.
8.2.2 Re-Issue on Change. If scope, conditions, security/insurance requirements, or frequency change, BSC may issue a revised proposal with updated pricing/terms.
8.2.3 Acceptance Required. Client must accept the proposal (and any revision) before scheduling/commencement.
8.3 Prevailing Wage & Union Labor Disclaimer
8.3.1 Classification. BSC is a non-union company operating with trained W-2 employees and vetted subcontractors.
8.3.2 When Required. Certain sites (public/municipal/union leases/prevailing wage rules) may require union labor or prevailing wage structures. BSC does not automatically meet those requirements.
8.3.3 Requests & Right to Decline. If such requirements apply, Client must disclose before contract execution. BSC may decline service or present a separate compliant rate/term.
8.3.4 Late Discovery. If union/prevailing wage obligations surface after quoting/scheduling, BSC may void the proposal or cancel without liability; any compliant alternative will be quoted.
8.3.5 Client Responsibility. Client is responsible for timely disclosure. Failure to disclose that causes added cost or penalties makes Client liable for BSC’s documented costs (including wage differentials, taxes/benefits, admin/legal). Misrepresentation is grounds for cancellation and recovery.
8.3.6 Indemnification. Client will indemnify/defend/hold harmless BSC against claims, penalties, and costs arising from Client’s non-disclosure of union/prevailing wage requirements, except to the extent of BSC’s gross negligence or willful misconduct.
8.3.7 Contact. info@brightspacenyc.com · 718-490-5574 · 718-744-0272.
8.4 Annual Price Review (Renewal Only).
For recurring services, BSC conducts an annual price review effective on the contract renewal date. In many cases, pricing remains unchanged; in other cases, rates may increase to reflect market conditions (commonly 3%–8%, or higher where justified by labor, regulatory, or input-cost changes). Any renewal increase will be communicated in writing at least thirty (30) days before it takes effect and, for contracts that automatically renew, notice will be provided 5–30 days before renewal to comply with New York’s automatic-renewal notice requirements. Client may elect to not renew per §13.1 (or terminate per §13.2) before the effective date. If BSC elects not to increase rates for a given renewal, BSC will confirm no increase in writing within the same notice window.
8.4.1 Annual Review. Recurring rates may be reviewed once per year on or about the contract anniversary. Typical adjustments range 0%–8% based on labor, supplies, insurance, and inflation; some years there may be no increase.
8.4.2 Notice. BSC will provide at least thirty (30) days’ written notice before any renewal-cycle rate change. If the Agreement auto-renews, the notice constitutes a material-change notice; Client may elect not to renew before the renewal date.
8.4.3 Transparency. BSC will identify the effective date and revised monthly rate in the notice.
8.5 Mid-Term Adjustments (During the Current Term).
Rates remain fixed during the current term except where one or more objective changes occur after the Proposal is accepted:
(a) Scope/Frequency Change (added areas/tasks/visits);
(b) Occupancy/Use Change (material increase affecting cleaning time);
(c) Regulatory/Labor Cost Change (wage/benefit mandates, prevailing-wage/union, building onboarding/compliance costs, client-requested insurance endorsements under §6.1);
(d) Material Input Costs (sustained increases in supplies/liners/fuel/disposal/vendor rates materially above Proposal assumptions);
(e) Access/Logistics (constraints that increase service time: elevator outages, escorts, tool-room check-in/out, security delays);
(f) Special Requests/Events (non-standard or ad-hoc services).
Any mid-term change will be discussed with Client and documented via written Change Order (email acceptance suffices). If Client declines the revised fee, BSC may continue at the existing rate limited to the original scope, or the parties may adjust frequency/areas to fit the original budget.
8.6 “No Increase” Discretion.
BSC may waive any renewal increase in whole or in part. When no increase applies, BSC will notify Client in writing at least 30 days before the renewal date (or 5–30 days for auto-renewals).
8.7 Optional CPI Clause.
As an alternative to §8.4, the Proposal may state that renewal pricing adjusts by the CPI-U (New York–Newark–Jersey City) year-over-year change, capped at 5% per year, unless §8.5 triggers a separate mid-term adjustment. Any CPI-based change will be noticed per §8.4.
8.8 Notice Method.
Notices under §§8.4–8.7 may be sent by email to the Client’s designated billing contact and are deemed received upon successful transmission (no bounce). BSC may also place a notice on the invoice cover page.
8.9 Event Loads, Construction Aftermath & Dishwashing
8.9.1 Event Loads. When a special event (e.g., party, catering, large meeting/training) creates cleaning volume beyond normal recurring scope, BSC will either (a) quote a one-time add-on at $85/hour per technician, or (b) propose a temporary or permanent rate adjustment.
8.9.2 Construction/Renovation Aftermath. Any cleaning required due to recent construction/renovation (fine/settled dust, paint or adhesive residue, contractor film/stickers, interior cabinet/drawer dust-out, protective film removal, etc.) is post-construction cleaning, excluded from recurring maintenance, and will be quoted separately under BSC’s post-construction scope or billed at $85/hour per technician (plus any required equipment mobilization such as HEPA vacuums/air scrubbers). Recurring visits may be rescheduled or re-scoped if active construction is present.
8.9.3 Advance Notice & Emergency Fees. Client will give at least three (3) business days’ notice for events or construction that increase scope. If notice is not provided, on-arrival add-on time is billed per §§8.9.1–8.9.2, and any expedited/emergency booking fee applies per §3.4 (Rescheduling & Expedited Requests).
8.9.4 Dishwashing. Routine glassware/utensils processed in a dishwasher are included as stated in Exhibit A (Dishwashing). If hand-washing is required, an additional fee applies with no exceptions (see Exhibit A). For events with unusually large volumes of dishware/glassware, BSC will quote a package in advance (more economical than on-arrival hourly billing).
8.10 Excessive, Consecutive, or Repeated Cancellations.
8.10.1 Purpose. This clause protects BSC’s schedule, payroll commitments, and staffing stability. Frequent or consecutive cancellations materially disrupt operations and will result in contract termination as described below. BSC reserves the right, in its sole discretion, to suspend or terminate services even if the Client provides an explanation for cancellations or reschedules, when such patterns materially affect staffing, payroll stability, or scheduling efficiency.
(A) Clients with Five (5) Days per Week Service
If a Client cancels or reschedules a full week of service (five consecutive days) without valid explanation or cancels or reschedules more than ten (10) individual service days within any twelve (12)-month period, the Agreement shall be automatically terminated. All outstanding balances and applicable cancellation fees under §3.4.3 shall become immediately due upon termination.
The Client shall have a ten (10)-day grace period to remit payment in full. After this period, BSC reserves the right to assign the account to collections without further notice.
(B) Clients with One (1) Day per Week or Biweekly Service
If a Client cancels or reschedules three (3) or more consecutive appointments, or more than six (6) appointments total within any twelve (12)-month period, the Agreement shall be automatically terminated. All outstanding balances and cancellation fees under §3.4.3 shall be due immediately.
The same ten (10)-day grace period and collection procedures described in §8.10.1(A) apply.
(C) Monthly Clients
If a Client misses three (3) consecutive scheduled monthly cleanings, or cancels four (4) or more monthly appointments within a twelve (12)-month period, the Agreement shall be automatically terminated, and all balances and fees under §3.4.3 shall be due immediately.
A ten (10)-day grace period applies before the account is referred to collections.
(D) Quarterly Clients
If a quarterly Client misses two (2) consecutive appointments or cancels three (3) scheduled quarterly cleanings within a twelve (12)-month period, the Agreement shall be automatically terminated, with all balances and fees due per §3.4.3.
The same ten (10)-day grace period applies prior to collection activity.
(E) Reinstatement After Termination
If a Client wishes to reinstate service after termination under §8.10, the following conditions apply:
A Basic Deep Cleaning must be performed first, charged at current market value.
A new contract must be signed at current market pricing, which may differ from prior rates due to changes in minimum wage, supply costs, or economic conditions.
(F) Rate Adjustment for Isolated Missed Cleanings
If the Client cancels a single cleaning (less than the thresholds above), the next cleaning will incur a 10%–30% surcharge on that visit’s rate. This compensates for the additional labor and time required to restore cleanliness standards.
This clause operates independently and does not conflict with the termination thresholds described above.
(G) Scheduling & Payroll Impact
These measures exist because open gaps in the cleaning schedule directly reduce staff work hours and wages. Maintaining consistent scheduling ensures BSC employees receive stable weekly income.
8.11 Priority-Only Completion (Client Declines Add-Ons)
If Client declines additional time/fees under §§8.5–8.9, Client will identify priority areas. BSC will complete those within the original budgeted visit. No guarantee applies to non-priority or deferred areas.
8.11.1 Client Responsibilities Affecting Rate
8.11.2 Accuracy. Client will provide accurate site data (square footage, floor types, restroom/fixture counts, headcount, access limitations). Material differences may trigger re-quote under §§8.2/8.5.
8.11.3 Utilities & Access. Recurring pricing assumes timely access, running water/electricity, and safe work areas (see §§5.5 and 5.1). Lockouts/standby are billable per §3.2.
8.11.4 Trash/Hauling. Standard recurring pricing includes normal trash removal to the building’s designated area. Off-site hauling or bulk debris removal is excluded unless purchased separately (see Exhibit A / Hauling, if applicable).
8.12 Rate Protection
Except as expressly allowed in §8.5, BSC will not increase rates mid-term. Taxes are billed per §2.8, and insurer endorsement costs are billed per §6.1 as separate “Premium” line items when applicable.

8.13 Holiday Premium Rates