Bright Space Cleaning - Office One-Time Standard Cleaning
Terms, Conditions, Disclaimers & Exhibits

1.0 Introduction
This Agreement governs one-time Office Standard Cleaning services provided by Bright Space Cleaning NYC Inc. ("BSC") to the Client ("you"). "Owner(s)" refers to BSC's proprietors. "Cleaning technicians," "technicians," "employees," or "subcontractors" refer to personnel performing services. By booking, paying the required deposit, approving the proposal in writing, or signing the signature page, you agree to these Terms, Conditions, Disclaimers, and Exhibits.
• This Agreement applies to one-time standard maintenance cleaning for offices, suites, coworking spaces, and similar commercial interiors. Each service is a standalone project and does not establish an ongoing service contract unless separately agreed in writing.
• The approved scope and included tasks are stated in Exhibit A - Office One-Time Standard Cleaning Work Specification and in the signed Proposal. Tasks not listed are excluded unless separately purchased and approved in writing.
• Standard service is intended for normal office-maintenance conditions. Heavy buildup, long-neglected conditions, construction residue, event aftermath, move-related conditions, or specialty cleaning may require a revised scope or separate proposal.
• Any optional add-ons, special requests, or scope changes must be approved in writing. Email or text-message approval is sufficient.
1.1 Policy Updates
BSC may update nonmaterial items, such as formatting, contact information, or clarifications, by posting a revised effective date on its website. Material changes affecting Client rights or fees will be communicated in writing before taking effect and will apply prospectively. This section does not authorize price changes after the approved service has begun. On-site adjustments are governed by Sections 4.2 through 4.6.
1.2 Contact
Questions or concerns regarding this Agreement, scheduling, invoicing, or service performance may be directed to:
Bright Space Cleaning NYC Inc.
Attn: Contracts Department
216 North 8th Street, #B, Brooklyn, NY 11211
Email: info@brightspacenyc.com    Mobile: 718-490-5574    Office: 718-744-0272
Website: www.brightspacenyc.com
1.3 Cleaning Necessity Level (CNL)
"CNL" is BSC's framework for classifying office condition and the level of effort required. The Client selects a preliminary CNL during intake, and BSC verifies the condition on arrival. One-Time Standard Cleaning is generally designed for CNL 1 and CNL 2 conditions. CNL 3 conditions may require added time or a revised scope. CNL 4 or CNL 5 conditions ordinarily require a separate proposal. See Exhibit B. If the condition provided by the Client is inaccurate or inconsistent with photos or on-site conditions, BSC may adjust the scope or price through the process in Sections 4.2 through 4.6.
1.4 Service Scope Limitation
This Agreement applies exclusively to one-time Office Standard Cleaning performed in office and commercial workspaces.
It does not apply to post-construction or post-renovation cleaning, move-in or move-out cleaning, post-event cleanup, restoration, remediation, certified specialty cleaning, or work requiring specialized equipment. These categories require separate written proposals, rates, and terms because they involve different labor, equipment, timing, and risk. If such conditions are observed on arrival, BSC may pause service, limit work to safe and accessible areas, or propose a revised scope and price under Section 4.2.
1.5 Marketing Media Consent (By Booking; Non-Identifying Only)
By booking, paying a deposit, or receiving services from BSC, the Client grants BSC a limited, royalty-free license to capture and use non-identifying photos or short videos of serviced areas solely for marketing and portfolio purposes, such as BSC's website, proposals, or company-managed social media.
BSC will not intentionally include faces, personal documents, computer screens, whiteboards containing confidential information, Client-identifying logos, addresses, or other identifying details. BSC will crop or blur media where reasonably needed.
This consent does not apply where an active Non-Disclosure Agreement is in place, where use is prohibited by law or building policy, or where the Client gives written instructions declining marketing use before service.
The Client may revoke marketing consent prospectively by emailing freddy@brightspacenyc.com. Operational or quality-assurance media remains governed by Sections 4.7, 9.4, and 10.3.

2.0 PAYMENT TERMS & FINANCIAL POLICIES
2.1 Deposit & Booking
2.1.1 To reserve the service date, the Client must submit a booking deposit equal to fifty percent (50%) of the estimated total, unless a different amount is stated in writing in the Proposal.
2.1.2 The booking deposit is non-refundable when:
a. The Client cancels or reschedules within forty-eight (48) hours of the scheduled service;
b. Access to the premises is not provided at the scheduled time;
c. Required utilities, including running water or electricity, are unavailable; or
d. BSC must stop or refuse service because of undisclosed hazardous, unsafe, or materially different conditions.
2.1.3 Payment of the deposit authorizes BSC to reserve staff, equipment, and scheduling resources for the Client's project.
2.2 Invoicing & Accepted Payment Methods
2.2.1 The remaining fifty percent (50%) balance is due no later than twenty-four (24) hours after the services are rendered. The final invoice may include applicable sales tax and any written, approved add-ons or added time.
2.2.2 Accepted payment methods include credit cards, debit cards, and ACH transfers.
2.2.3 Invoices are issued through Square or another secure payment processor selected by BSC.
2.2.4 Any card-processing surcharge, if used, will be disclosed before payment, will not exceed BSC's actual processing cost, and will be applied only where permitted by law.
2.3 Late Fees; Suspension of Service; Collections
2.3.1 If payment is not received within forty-eight (48) hours after service completion, a late fee may apply equal to the greater of fifty dollars ($50) or one percent (1%) of the unpaid balance per month, calculated on a simple, non-compounding basis and not exceeding the maximum amount permitted by law.
2.3.2 BSC may decline future bookings, suspend additional services, or revoke promotional or negotiated pricing until all outstanding balances are paid in full.
2.3.3 BSC may pursue lawful remedies to collect undisputed amounts, including referral to collections.
2.4 No Setoff
The Client agrees to pay all undisputed amounts without setoff, withholding, deduction, or counterclaim. Any invoice dispute must be submitted in writing before the applicable due date. The undisputed portion remains payable when due.
2.5 Dispute Window for Approved Added Time or Scope Changes
2.5.1 If additional time, labor, or scope changes are approved by the Client in writing during service under Sections 4.2 through 4.6, the associated charges will appear on the final invoice.
2.5.2 Such charges are deemed accepted unless the Client provides written notice identifying the specific dispute within five (5) calendar days after invoice delivery.
2.5.3 Any undisputed portion remains due under Section 2.2.1.
2.5.4 Chargebacks & ACH Returns
The Client agrees to notify BSC in writing and allow ten (10) calendar days for internal review before initiating a credit-card chargeback or ACH return related to services performed. If BSC prevails in the dispute, the Client agrees to reimburse reasonable processing and administrative costs permitted by law.
2.6 Collection Costs
If payment remains outstanding, BSC may refer the matter to collections. The Client agrees to pay reasonable attorneys' fees, collection-agency fees, court costs, and related expenses to the extent permitted by New York law.
2.7 Sales Tax
2.7.1 Applicable New York State and local sales tax will be added to taxable services at the rate in effect at the service location on the service date.
2.7.2 Clients claiming an exemption must provide valid exemption documentation before invoicing. Exemptions are not applied retroactively.
2.7.3 If tax rates change between proposal issuance and the service date, the rate in effect on the service date applies.

3.0 SCHEDULING, ACCESS & CANCELLATIONS
3.1 Appointments & Service Window
3.1.1 Service Window
The service date and arrival window are stated in the Proposal and confirmed through a Google Calendar invitation or other written scheduling confirmation. The approved service window is the one stated in that written confirmation.
3.1.2 Project Timing & Completion
One-Time Standard Cleaning is scheduled and staffed according to the approved scope, square footage, layout, access requirements, and verified CNL. The service is project-based, not hourly, unless the Proposal or an approved change states otherwise. If conditions match what was disclosed and the approved work takes longer than estimated, no additional charge applies. If the work is completed earlier than estimated, technicians may depart once the approved scope is completed.
3.1.3 Estimated Time & Project Scope
Estimated duration may consider square footage, layout, number of workstations and rooms, restrooms and kitchens, furniture density, accessibility, occupancy, and the verified CNL. Estimates are based on intake forms, photographs, walkthroughs, and written representations supplied by the Client. Material differences are handled under Sections 4.2 through 4.6.
3.1.4 Holiday Observance
BSC may close on nationally recognized holidays and company-observed closure dates. If a confirmed appointment falls on a closure date, BSC will coordinate a replacement date. A closure initiated by BSC is not treated as a Client cancellation under Section 3.4.
3.2 Appointment Confirmations & Reminders
Automated appointment reminders may be sent three (3) days, one (1) day, and ten (10) minutes before the scheduled service window.
3.2.1 Schedule Changes
Requests to change the confirmed service date should be submitted as early as possible. All changes are subject to crew availability. New dates may require revised staffing, access planning, or pricing if the scope or site conditions change.
3.3 Access Requirements & Lockout (Commercial Offices)
3.3.1 The Client must provide all access requirements at least two (2) business days before service, including keys, key cards, access codes, security-desk authorization, elevator procedures, freight access rules, parking or loading instructions, and an authorized contact available during the service window.
3.3.2 Lockout Procedure
If BSC technicians cannot access the premises at the scheduled time, they will wait up to fifteen (15) minutes while dispatch attempts to reach the Client or site contact. If access is not granted within that period, the visit is deemed a lockout and canceled upon arrival. A $180 lockout fee may be deducted from the booking deposit. A new deposit and written scheduling confirmation may be required to book another date.
3.4 Cancellation & Rescheduling
3.4.1 Cancellations or Rescheduling with at Least 48 Hours' Notice
The Client may request cancellation or rescheduling without a cancellation fee. The deposit may be transferred once to a replacement date, subject to availability and any documented non-recoverable third-party charges.
3.4.2 Cancellations or Rescheduling within 48 Hours
A $180 cancellation or rescheduling fee may be deducted from the deposit. Any remaining deposit balance is handled under Section 2.1. A new deposit may be required for a future booking.
3.4.3 Same-Day Cancellations, Turn-Aways, or Denial of Entry
These circumstances are treated as lockouts under Section 3.3.2.
3.4.4 Expedited Add-On Requests
Requests for additional rooms, areas, or tasks made less than two (2) business days before service are subject to availability and may require an expedited scheduling fee of $75 plus the quoted price of the additional work.
3.4.5 On-Site Vendors, Events, Construction, or Repairs
The service assumes cleaning areas are free of active construction, event setup, move activity, furniture installation, repair work, or vendor interference. If third parties block or contaminate work areas, BSC may clean only accessible areas, propose added time, revise the scope, or reschedule. BSC is not responsible for incomplete or reduced results caused by third-party activity.
3.5 Force Majeure
Weather events, building outages, transit disruptions, public emergencies, labor disruptions, or other circumstances beyond BSC's reasonable control are governed by Section 12.5. BSC will coordinate rescheduling where appropriate.
3.6 Pre-Service Intake & Verification
Before scheduling, the Client must complete BSC's intake process, which may include questionnaires, photographs, videos, or a walkthrough. Accurate information is required because pricing and staffing are based on the disclosed scope and condition.
3.7 Pre-Service Preparation (Office Standard Cleaning)
• Provide clear and safe access to floors, workstations, counters, sinks, fixtures, and common areas.
• Secure confidential documents, electronics, valuables, fragile items, and personal belongings.
• Remove loose items that obstruct the areas scheduled for cleaning.
• Identify restricted, no-entry, or no-touch areas in writing before service.
• Provide functioning water, electricity, a designated trash-disposal area, and any client-supplied liners or consumables.
Decluttering, document handling, file organization, extensive item relocation, and interior storage cleaning are not included unless separately authorized. Incomplete preparation may result in added time under Section 4.2 or Priority-Only Completion under Section 4.3.
3.8 Partial Access & Wait Time
If access is delayed beyond the 15-minute grace period and the Client asks technicians to remain on site, waiting time may be billed at $75 per hour per technician, prorated. If only part of the office is accessible, BSC may proceed in available areas without guaranteeing completion of blocked areas.

4.0 SERVICE SCOPE & ON-SITE ADJUSTMENTS
4.1 Office One-Time Standard Cleaning Scope
This Agreement covers one-time standard office-maintenance cleaning only. The approved service is performed according to Exhibit A and the signed Proposal. Standard service includes routine dusting, wiping of accessible surfaces, vacuuming, mopping, restroom and kitchenette cleaning where present, removal of ordinary office trash to the building's designated disposal area, spot-cleaning of accessible interior glass, and related tasks specifically listed in Exhibit A.
The following are excluded unless separately quoted and approved in writing: post-construction or renovation residue; move-related or event-related cleanup; heavy or long-term buildup; bulk hauling; full window washing; interior cabinet, closet, drawer, or refrigerator cleaning; carpet or rug extraction; upholstery wet cleaning; tile and grout restoration; floor stripping, sealing, refinishing, or restoration; mold, biohazard, pest, lead, asbestos, or regulated-material remediation; and any task requiring specialty access or equipment.
4.2 Condition Variances & Added Time
If the actual condition or size of the office differs materially from what was disclosed, including long-term buildup, restricted access, additional rooms, increased square footage, excessive trash, unusually high quantities of dishes, or a higher CNL, BSC may propose additional time at $75 per hour per technician, prorated, or issue a revised fixed price. Written approval is required before added work begins.
If the Client declines the proposed adjustment, Section 4.3 applies. BSC may also pause or decline work where the conditions fall outside standard cleaning or cannot be addressed safely.
4.3 Priority-Only Completion
If the Client declines added time, fees, or a revised scope, the Client may identify priority areas to be completed within the originally approved service plan. If no priorities are provided, BSC will complete as much of the approved standard scope as reasonably possible. Deferred or inaccessible areas are not guaranteed and are excluded from the satisfaction guarantee.
4.4 Furniture, Fixtures & Movable Items
Desks, conference tables, couches, storage units, filing cabinets, large furniture, computers, printers, and heavy equipment are not moved. Chairs and lightweight items may be shifted only when reasonably necessary and safe. BSC will not move any item that appears unstable, fragile, improperly mounted, likely to scratch floors, or likely to cause injury or damage. No floor protection is included unless stated in writing.
4.5 Cleaning Necessity Level (CNL) Verification
Upon arrival, BSC verifies the preliminary CNL based on actual conditions. If the verified CNL is higher than disclosed, Section 4.2 applies. If the Client declines an adjustment, Section 4.3 applies. If conditions are materially better than disclosed, BSC may reduce the scope or price in good faith, but is not required to add unrelated tasks.
4.6 CNL-Based Reassessment & Pricing Adjustments
Pricing and scope may be reassessed when there is blocked access, excessive dust or soil, substantial grease or mineral buildup, undisclosed rooms or areas, excessive dishware, specialty materials, or conditions inconsistent with normal office maintenance. BSC will explain the proposed adjustment before proceeding. No added fee will be imposed without written approval, except charges already authorized by this Agreement, such as lockout or waiting-time fees.
4.7 Photo & Video Documentation
BSC may capture limited photos or short videos of relevant areas before and after service to document pre-existing conditions, verify scope, and confirm completion. Personal documents, screens, or proprietary information are not intentionally recorded. Operational documentation is governed by Section 10.3, and marketing use is governed by Sections 1.5 and 9.4.3.
4.8 Scope Integrity
Cleaning improves cleanliness and presentation only. It does not repair damage, restore finishes, remove permanent stains, correct wear, recolor grout, refinish floors, remove etching, or change the underlying condition of materials. See Section 11.0.

5.0 ACCESS, SECURITY & HEALTH-SAFETY (OFFICE STANDARD CLEANING)
5.1 Site Security, Confidentiality & Professional Conduct
BSC operates with professional security and confidentiality standards when servicing commercial office environments.
5.1.1 Confidentiality & Non-Disclosure
• Upon written request, the parties may execute a mutual Non-Disclosure Agreement before service.
• BSC personnel will not disclose confidential, proprietary, or business information observed during service.
• Clients shall not disclose BSC's proprietary methods, pricing, training materials, or internal procedures.
• BSC personnel are bound by internal confidentiality obligations and trained in privacy-conscious practices.
5.1.2 Personnel Standards & Identification
• Personnel undergo identity verification, work-eligibility confirmation, and applicable background screening before assignment.
• Personnel receive training in cleaning protocols, privacy, PPE, chemical handling, and professional conduct.
• Technicians wear branded uniforms and visible company identification while on site.
5.1.3 No-Browse / No-Record Policy
• Personnel do not read, photograph, copy, or remove Client documents, files, or digital media.
• Personnel do not access computers, tablets, servers, phones, or other electronic devices.
• Items are moved only as reasonably necessary to clean accessible surfaces and are returned to place when practical.
5.1.4 Restricted Areas, Storage & Workstations
Technicians do not open desks, drawers, cabinets, lockers, closets, filing systems, storage rooms, or secured offices unless access is expressly authorized in writing and included as a paid service.
5.1.5 Valuables, Sensitive Materials & Excluded Areas
Before service, the Client must secure or remove sensitive documents, cash, electronics, artwork, fragile items, and irreplaceable property, and identify any no-entry or no-touch areas. BSC is not responsible for unsecured or undisclosed sensitive materials except where damage is directly caused by BSC's gross negligence or willful misconduct.
5.1.6 Supervision, Timekeeping & Accountability
BSC may conduct supervisory checks. GPS-assisted timekeeping or geofencing may be used to document arrival and departure for attendance, safety, and quality assurance.
5.1.7 Access Control & Entry Restrictions
• BSC personnel will not unlock doors or grant entry to unauthorized individuals.
• BSC personnel will not admit building occupants, vendors, contractors, delivery personnel, or guests.
• BSC personnel will not hold secured doors or allow tailgating.
• All entry and exit must follow the Client's building procedures.
5.1.8 Third-Party Vendors & Deliveries
BSC staff do not sign for packages, accept deliveries, escort visitors, or manage third-party vendors. The Client must assign its own personnel for those responsibilities.
5.2 Occupant Safety & Workplace Conduct
BSC provides cleaning services only and does not supervise employees, visitors, or guests. Occupants must avoid active work zones containing equipment, cords, hoses, chemicals, or wet floors. The Client is responsible for communicating safety restrictions to all occupants.
5.3 Hazardous, Regulated & Unsanitary Conditions (Exclusions)
BSC does not perform remediation of mold or suspected mold, bodily fluids or waste, pest or rodent infestations, asbestos, lead, regulated chemicals, sewage, contaminated water, or other biohazardous or regulated conditions. If encountered, BSC will avoid the affected area, notify the Client, and may pause or reschedule service.
5.4 Health & Illness Protocols
BSC personnel who are actively ill or symptomatic will not be dispatched. The Client must notify BSC in advance of a known communicable illness on site. BSC may reschedule in good faith to protect staff and occupants.
5.5 PPE, Work Zones & Distancing
• Gloves are used as appropriate and changed after restroom or kitchen cleaning.
• Masks are used when required by building policy or agreed in writing.
• Work zones must remain clear while cleaning is in progress.
• Wet-floor signs may be used, and the Client is responsible for restricting access after BSC departs until surfaces are dry.
5.6 Utilities & Wastewater Disposal
The Client must provide continuous access to running water and electricity. Non-hazardous wastewater is disposed of only through approved sanitary fixtures. BSC is not responsible for pre-existing plumbing blockages, backups, or drainage failures absent gross negligence. If required utilities are unavailable and not restored within a reasonable time, the visit may be treated as a lockout.
5.7 Environmental Conditions (Temperature & Ventilation)
The Client must provide reasonably safe indoor temperature and adequate ventilation. Unsafe environmental conditions may result in a service pause, scope reduction, rescheduling, or refusal of affected tasks.
5.8 Electrical Safety
The Client must disclose unsafe, overloaded, or non-functional electrical outlets. BSC may refuse to use unsafe circuits or equipment connections. BSC is not responsible for pre-existing electrical faults or outages absent gross negligence.
5.9 Furniture, Fixtures & Stability
The Client must secure unstable furniture, wall decor, fixtures, shelving, or mounted items. BSC may skip areas or items that appear unsafe, unstable, or improperly installed.
5.10 Area Accessibility & Obstructions
Work areas must be reasonably accessible. Excessive clutter, stored items, active occupancy, or obstructions may result in added time under Section 4.2 or Priority-Only Completion under Section 4.3.
5.11 Work-Zone Safety (Equipment, Cords & Hoses)
BSC stages equipment to reduce hazards; occupants must remain clear of cords, hoses, wet floors, and active work areas until staff indicate that access is safe.
5.12 Hazard Reporting
Safety concerns must be reported promptly to the on-site lead or BSC dispatch so appropriate action can be taken.
5.13 High-Value, Sensitive & Irreplaceable Items
Advance written notice is required for high-value or sensitive items located in service areas. Undisclosed items may be avoided and excluded without a fee reduction. Handling may require written approval, added fees, or insurance endorsements.
5.14 Respectful Conduct & Right to Suspend Service
BSC maintains a harassment-free workplace. If an occupant or representative engages in harassment, intimidation, unsafe behavior, or interference with staff, BSC may immediately pause or terminate service. The resulting charge may be treated as a lockout, and future service may be declined.

6.0 INSURANCE, LIABILITY & DAMAGE CLAIMS
6.1 Insurance Coverage, Proof & Endorsements
6.1.1 Standard Coverage
BSC maintains commercial general liability insurance, workers' compensation insurance, and janitorial or employee-dishonesty coverage where applicable.
6.1.2 Proof of Insurance
Upon written request, BSC will provide a current Certificate of Insurance evidencing standard coverage. Clients are listed as Certificate Holders only unless additional endorsements are requested and approved.
6.1.3 Additional Endorsements (Pass-Through Premium; Prepayment & Non-Refundable)
If a building owner, landlord, property manager, or Client requires endorsements such as Additional Insured, Waiver of Subrogation, Primary and Non-Contributory wording, or other policy amendments, BSC will quote the actual insurer premium and administrative cost as a separate Insurance Premium.
• Insurance Premiums must be paid in full before BSC submits an endorsement request. The service deposit does not apply to premium charges.
• Insurance Premiums are non-refundable because the endorsement modifies BSC's active policy and may remain effective after the scheduled service.
• Processing may require up to seven (7) business days after payment before service can be confirmed.
• Insurance Premiums are separate from service deposits, cancellation fees, lockout fees, and other charges.
6.2 Reporting Damage or Loss
Any claim for property damage allegedly caused by BSC must be reported by email to info@brightspacenyc.com, with a copy to freddy@brightspacenyc.com, and by text message to 718-490-5574. The report should include photographs or video where available.
Notice must be provided as soon as reasonably practicable and no later than forty-eight (48) hours after service completion, or upon discovery if the condition was not reasonably detectable within that period, but in no event later than two (2) days after service. Affected items must be preserved for inspection.
6.3 Evaluation Standards & Liability Limits
• Standard of Care. BSC exercises reasonable professional care but is not an insurer of the premises.
• Causation Requirement. Liability applies only to damage directly caused by BSC during the documented service visit.
• Declinable Claims. Claims may be denied where damage results from pre-existing conditions, unsecured items, failing mounts, brittle materials, unsealed surfaces, undisclosed finishes, improper installation, or ordinary wear.
• Low-Value Items. Items valued at or below $100 may be repaired or replaced directly at BSC's discretion.
• Higher-Value Items. Items exceeding $100 may require insurer review, inspection, or professional repair estimates.
• Deductibles. Any deductible is handled according to policy terms and applicable law.
6.4 Documentation, Preservation & Inspection
6.4.1 Documentation
The Client must provide receipts, invoices, repair estimates, photographs, serial numbers, and incident details as reasonably requested. BSC may review crew notes, GPS logs, and service photos.
6.4.2 Preservation Duty
The Client must preserve damaged items and related materials. Disposal, repair, or alteration before inspection may limit or bar the claim to the extent BSC is prejudiced.
6.4.3 Inspection Rights
BSC must be given a reasonable opportunity to inspect alleged damage before repair, disposal, or alteration.
6.4.4 Evidentiary Standard
The Client must provide reasonable evidence that BSC more likely than not caused the damage during the identified service visit. Inconclusive or conflicting evidence may result in denial.
6.4.5 Third-Party Access
If contractors, movers, IT vendors, building staff, occupants, or other parties had access before or after service, the Client agrees to assist in determining responsibility. BSC is not responsible for third-party damage.
6.4.6 Reconsideration
A denied claim may be reconsidered if new, material evidence is submitted within the original notice period.
6.5 Fixtures, Appliances & Compromised or Improperly Installed Components
Fixtures, appliance components, fittings, or removable parts may fail during ordinary cleaning because of corrosion, brittleness, fatigue, prior damage, improper materials, defective installation, inadequate anchoring, prior repairs, manufacturer defects, or ordinary wear. If resistance, instability, or risk is observed, BSC may stop work in the affected area. BSC is not responsible for failures caused by those pre-existing conditions unless directly caused by BSC's gross negligence or willful misconduct.
6.6 Limitation of Liability & Insurance as Remedy
6.6.1 Liability Cap
To the fullest extent permitted by law, and except for gross negligence or willful misconduct, BSC's aggregate liability arising from a service visit will not exceed the amount paid by the Client for that visit. BSC is not liable for indirect, incidental, special, punitive, or consequential damages, including business interruption, lost profits, loss of use, or diminution of value.
6.6.2 Gross Negligence Carve-Out
Nothing in this Agreement limits liability for gross negligence, willful misconduct, or violations of law.
6.6.3 Insurance as Remedy
To the extent a loss is covered or could reasonably be covered by insurance maintained by either party, that insurance will be the primary source of recovery, except in cases of gross negligence or willful misconduct, to the extent permitted by law.
6.7 Client Indemnification
To the fullest extent permitted by law, the Client agrees to indemnify, defend, and hold harmless BSC, its owners, officers, employees, subcontractors, and agents from claims, damages, losses, and reasonable attorneys' fees arising from the Client's breach of this Agreement, unsafe or non-compliant site conditions, actions of occupants or third parties, Client-supplied instructions or materials, or undisclosed conditions. This indemnity does not apply to BSC's gross negligence or willful misconduct.
6.8 Property Handling & Pre-Existing Conditions (Office Standard Cleaning)
• BSC personnel use reasonable care around office furnishings and equipment.
• BSC does not force drawers, doors, cabinets, windows, or fixtures that do not operate normally.
• BSC is not responsible for pre-existing damage, unstable furniture, unsecured mounts, brittle materials, hairline cracks, or ordinary wear.
• The Client is responsible for identifying and securing high-value or sensitive items under Section 5.13.

7.0 QUALITY ASSURANCE & SATISFACTION GUARANTEE
7.1 Workmanship Re-Clean Guarantee (Re-Clean Only - No Refunds)
If a workmanship-related issue is identified within forty-eight (48) hours after service completion, such as a missed area, visible residue, streaking, or a task not performed in accordance with Exhibit A, BSC will return to re-clean the affected area at no additional charge.
The guarantee applies to cleaning workmanship only. It does not cover permanent staining, etching, discoloration, wear, pre-existing damage, conditions arising after service, excluded tasks, inaccessible areas, or areas deferred under Section 4.3.
7.1.1 Re-Clean Scheduling
Approved re-cleans are generally scheduled within one (1) to three (3) business days, subject to building access, security requirements, site readiness, and crew availability.
7.2 Re-Clean Request Process
The Client must submit the request in writing within 48 hours after service and identify the specific area of concern. Brief descriptions and, where reasonably possible, photographs or video should be provided to assist verification.
7.2.1 Reasonable Access Requirement
If BSC offers two (2) reasonable re-clean appointment windows and the Client declines both, the guarantee is deemed fulfilled and closed. If a re-clean is offered and declined, no refund, credit, or complimentary service applies.
7.2A Quality Verification
BSC may conduct supervisory inspections or rely on service documentation, including photos, videos, work orders, and crew notes, to verify completion and assess a reported concern.
7.3 Client Feedback
BSC may request voluntary feedback after service to support internal improvement. Feedback surveys do not replace the formal re-clean process.
7.4 Exclusive Satisfaction Remedy
For workmanship concerns, the exclusive remedy is a re-clean of the affected area under Sections 7.1 and 7.2. Refunds are not offered after service has been rendered except at BSC's sole discretion as a written courtesy adjustment. Damage claims remain governed by Section 6.0.
7.5 Courtesy Communication & Resolution
BSC encourages prompt, direct communication so concerns can be reviewed professionally. Nothing in this Agreement restricts the Client's right to share honest opinions or factual experiences as protected by law.

8.0 RATES, PROPOSALS & CLIENT RESPONSIBILITIES
8.1 Pricing Basis (Project-Based, Not Hourly)
Office One-Time Standard Cleaning is priced per project, not by the hour, unless the Proposal or an approved change states otherwise. Pricing is based on the approved work specification, square footage, layout, accessibility, number and type of rooms, occupancy, furniture density, and verified CNL. Early completion does not reduce the project price.
8.2 Estimates & Pricing Assumptions
Estimates are prepared from intake forms, photographs, walkthroughs, and written descriptions supplied by the Client. If on-site conditions materially differ, including higher CNL, additional rooms or square footage, excessive buildup, event or construction residue, or restricted access, pricing and scope may be adjusted under Section 4.2.
8.3 Add-Ons, Exclusions & Special Conditions
8.3.1 Add-Ons / Added Time
Additional areas, unusually high quantities of dishes or trash, heavy buildup, or tasks not listed in Exhibit A may be quoted as add-ons or billed at $75 per hour per technician, subject to written approval.
• Interior refrigerator, cabinet, drawer, closet, locker, or storage cleaning;
• Full interior window washing, tracks, sills, or large glass-wall washing beyond spot cleaning;
• Carpet or rug extraction and upholstery wet cleaning;
• Tile and grout steam cleaning, specialized hard-floor cleaning, sealing, stripping, polishing, or refinishing;
• Bulk trash, furniture removal, hauling, adhesive removal, or unusual residue removal;
• Hand-washing of dishes, or dish quantities exceeding one normal dishwasher load;
• Any service requiring specialized access, equipment, certification, or extended labor.
8.3.2 Excluded Services (Separate Proposal Required)
Post-construction or renovation cleaning, post-event cleanup, move-in or move-out cleaning, remediation, restoration, exterior window cleaning, bulk hauling, and regulated or hazardous-material work require separate proposals and terms. If additional work is declined, Section 4.3 applies.
8.4 Client Preparation & Access Obligations
• Clear reasonable access to floors, workstations, counters, sinks, and fixtures.
• Secure confidential materials, electronics, valuables, and fragile items.
• Remove loose items and obstructions from scheduled areas.
• Provide uninterrupted access, water, electricity, and a designated waste area.
• Disclose hazards, fragile materials, special finishes, restricted areas, and building requirements.
Failure to prepare may result in skipped areas without a refund or added time if approved.
8.5 Proposal Validity & Re-Issuance
Proposals are valid for thirty (30) days from issuance unless conditions, scope, access, insurance requirements, or site information change. BSC may issue a revised proposal when new requirements arise. Written acceptance is required before scheduling.
8.6 Vendor, Renovation, or Contractor Interference
If renovation, repairs, IT installation, furniture delivery, events, or contractor work interferes with cleaning, BSC may reschedule if notified in advance or bill approved waiting or added labor at $75 per hour per technician. BSC is not responsible for incomplete results caused by third-party activity or continuing dust generation.
8.7 Proposal Acceptance & Client Responsibilities
By accepting the Proposal, the Client confirms that site and condition information is accurate, utilities will be available, safe access will be maintained, and hazards, fragile items, sensitive surfaces, restricted zones, and building requirements have been disclosed.
8.8 Pricing Integrity
Rates apply only to the approved one-time Office Standard Cleaning project and do not establish pricing for future services. Applicable sales tax is billed under Section 2.7. Insurance endorsement premiums are billed separately under Section 6.1.3.

9.0 PERSONNEL STATUS, SUPERVISION & NON-SOLICITATION
9.1 Personnel Status, Screening & Training
9.1.1 Background Screening & Eligibility
BSC employees and subcontractors are identity-verified, screened as applicable, and trained before assignment in cleaning protocols, safety, confidentiality, professional conduct, and proper equipment use.
9.1.2 Independent Employer Relationship
BSC personnel are not employees, agents, partners, joint employees, or representatives of the Client. Nothing in this Agreement creates an employment, agency, joint-venture, or partnership relationship.
9.1.3 Training Standards
Core technician training includes classroom or theory instruction, written evaluation, and supervised hands-on field training. Team Leads and Managers complete additional leadership and practical training. BSC provides refreshers when methods, equipment, products, or regulations change.
9.2 Direction, Work Orders & On-Site Communications
9.2.1 Single Point of Contact
Day-of priorities or questions must be routed through the on-site BSC lead or BSC dispatch. Requests outside the approved scope require written authorization under Section 4.2.
9.2.2 No Direct Employment Control
The Client will not hire, fire, discipline, supervise, set wages, schedule hours, or otherwise control BSC personnel. Reasonable operational priorities may be communicated through BSC management or the assigned lead.
9.3 Subcontractors & Partner Vendors
For separately quoted specialized services, BSC may use vetted subcontractors or partner vendors. They must comply with BSC safety, confidentiality, and conduct standards. BSC remains responsible for coordination and quality follow-up unless otherwise stated in writing.
9.4 Supervision, Timekeeping, Quality Assurance & Media Handling
9.4.1 Supervision & Timekeeping
Field supervisors may perform quality checks, and BSC may substitute personnel as needed. GPS-assisted timekeeping or geofencing may be used for attendance verification and quality assurance.
9.4.2 Operational Photo & Video Documentation
Consistent with Sections 4.7 and 10.3, authorized BSC personnel may capture limited before-and-after photos or short videos to document pre-existing conditions, verify scope, and confirm completion. Confidential materials are not intentionally recorded.
9.4.3 Marketing Use
Marketing or portfolio use is governed exclusively by Section 1.5. If an active NDA exists, or use is prohibited by law or building policy, marketing use does not apply.
9.4.4 Devices & Access Controls
Operational media is captured only by authorized personnel using BSC-approved devices or applications. Access is restricted to management and supervisors responsible for quality assurance, training, or claims.
9.4.5 No Authorization for Scope Changes
Photo or video documentation does not authorize additional work or fees. Scope changes require written approval under Sections 4.2 through 4.6.
9.5 Keys, Badges & Access Etiquette
Keys, access cards, and codes are stored securely and labeled using anonymized identifiers. BSC personnel will not grant access to third parties. Access delays and lockouts are governed by Section 3.3.
9.6 Non-Solicitation & Non-Circumvention
9.6.1 Restriction
During this Agreement and for twelve (12) months after the Client's last BSC service involving the applicable personnel, the Client agrees not to solicit, recruit, hire, engage, or contract directly or indirectly with a BSC employee or subcontractor for services outside BSC.
9.6.2 Liquidated Damages
Because actual damages are difficult to quantify, a breach of Section 9.6 may result in liquidated damages of $3,700 per individual, per incident, representing a reasonable estimate of recruiting, onboarding, training, and replacement costs, to the extent enforceable by law.
9.6.3 Survival
Section 9.6 survives completion of the one-time service.

10.0 OPERATIONAL POLICIES (OFFICE STANDARD CLEANING)
10.1 Cleaning Supplies, Chemicals & Compliance
• BSC uses commercial cleaning products and methods appropriate for office environments and the surfaces included in Exhibit A.
• BSC maintains Safety Data Sheets for company-provided chemicals and follows applicable labeling, handling, and training requirements.
• BSC may test a discreet area on sensitive finishes and uses the least-aggressive reasonably effective method.
• The Client must disclose specialty surfaces, coatings, sealants, manufacturer restrictions, allergies, or chemical sensitivities before service.
• If the Client requires its own products, original containers and Safety Data Sheets must be provided. BSC may decline products that are unsafe, incompatible, or non-compliant.
10.2 Equipment Use & Restrictions
BSC provides equipment appropriate for the approved standard scope, which may include commercial vacuums, microfiber systems, mops, extension dusters, and approved ladders. Steamers, extraction equipment, floor machines, air scrubbers, lifts, scaffolding, and restoration equipment are not included unless separately quoted. Only BSC personnel may operate BSC equipment.
10.3 Digital Media - Quality Assurance, Claims & Documentation
BSC may capture limited before-and-after photos or short video clips solely for quality assurance, scope verification, training, insurance, or claim documentation. No intentional capture of faces, IDs, mail, screens, whiteboards, or proprietary materials is permitted. Incidental identifiers will be cropped or blurred where practical, and media will be retained only as reasonably necessary.
10.4 Public Reviews & Courtesy Resolution Window
BSC values honest feedback. When a concern arises, the Client is encouraged to notify BSC and allow a reasonable opportunity to investigate and address it. This section does not restrict lawful speech or honest reviews. BSC does not provide compensation in exchange for reviews.
10.5 Gratuities & Referrals
Gratuities are neither expected nor required in commercial engagements. Referral incentives, if offered, are discretionary and governed by separate written terms.
10.6 Client Privacy, Data Protection & Confidentiality
• BSC personnel are bound by confidentiality obligations.
• Access is limited to areas required to perform the approved scope.
• Desks, drawers, cabinets, filing systems, lockers, closets, and storage rooms are not opened unless authorized in writing.
• Access credentials are stored securely and used only as necessary for service.
• Payment information is processed through secure third-party processors; BSC does not store full card data.
• Suspected privacy incidents are escalated and communicated without unreasonable delay, consistent with Section 12.2.
10.7 Storage Areas, Cabinets & Drawers
Interior cleaning of cabinets, drawers, lockers, closets, filing systems, or storage areas is not included unless expressly authorized in writing and priced as an add-on. Interiors must be emptied in advance.
10.8 Unstable Furniture, Fixtures & Wall-Mounted Items
BSC will not move, clean, or service items that appear unstable, improperly mounted, or unsafe. The Client must disclose known instability. BSC is not responsible for damage arising from pre-existing instability or improper installation absent gross negligence or willful misconduct.
10.9 Keys, Badges & Access Systems - Liability Limitation
Keys, badges, and access codes are stored without identifying site labels. If a physical key is lost due to BSC's negligence, liability is limited to the actual reasonable re-key or replacement cost, capped at $200 per service visit. BSC is not responsible for electronic access failures, smart-lock issues, network outages, or building-system malfunctions.
10.10 Appliance & Breakroom Equipment Cleaning (Office Use)
Standard service includes exterior surface cleaning of office appliances and breakroom equipment, such as refrigerators, microwaves, coffee machines, water dispensers, and vending units. Handles, buttons, doors, and accessible exterior surfaces may be wiped. Interior appliance cleaning, descaling, flushing, disassembly, filter cleaning, mechanical servicing, and diagnostic work are not included unless separately authorized in writing.
10.11 Oversized Fixtures, Specialty Lighting & Ceiling Elements
BSC does not clean oversized, multi-tier, or specialty fixtures requiring scaffolding, lifts, harnesses, electrical disassembly, or specialty access. Standard fixtures and ledges may be dusted only where safely accessible within the reach limitation in Section 10.12.
10.12 Height, Reach & High-Dusting Limits
• Maximum standard reach is approximately ten (10) feet from the floor to the highest contact point.
• Extension poles and approved ladders may be used within this limit when conditions are safe.
• Personnel will not climb on furniture, desks, counters, shelving, or other unapproved surfaces.
• Areas beyond the reach limit are excluded unless separately quoted.
10.13 Blinds, Shades & Window Coverings
• Standard service includes light dusting of accessible blinds and shades only when expressly listed in Exhibit A or the Proposal.
• Slat-by-slat washing, wet cleaning, soaking, ultrasonic cleaning, removal, reinstallation, restringing, or restoration is excluded and requires a separate quote.
• Fragile, sun-damaged, or unstable units may be skipped to prevent damage.
10.14 Safety Overrides
If a task presents an unsafe condition, BSC may modify, defer, or decline that task without penalty. Safety determinations supersede scope expectations.

11.0 DISCLAIMERS - OFFICE ONE-TIME STANDARD CLEANING
11.1 Pre-Existing Damage Revealed by Cleaning
Cleaning may reveal scratches, wear, etching, discoloration, loose hardware, residue, or deterioration previously hidden by dust or soil. BSC is not responsible for pre-existing conditions or inherent material defects, except where damage is directly caused by BSC's gross negligence or willful misconduct.
11.2 Surface, Finish & Material Compatibility
Unsealed stone, aged or untreated wood, painted or powder-coated metal, laminates, veneers, specialty coatings, and other finishes may react unpredictably even when neutral or low-impact methods are used. The Client must disclose specialty materials, coatings, sealants, and manufacturer restrictions. BSC may perform a test spot or decline the task.
11.3 Windows, Glass & Height Restrictions
Standard service includes spot-cleaning of accessible interior glass as stated in Exhibit A. Full window washing, tracks, sills, exterior windows, facade glass, skylights, curtain walls, or glass above the standard reach limit are excluded unless separately quoted.
11.4 Fixtures, Appliances & Removable Components
Interior appliance cleaning is excluded unless separately approved. Removable or exposed components may fail because of corrosion, brittleness, wear, improper installation, or prior repairs. If resistance or risk is detected, BSC may stop. BSC is not responsible for compromised-component failure absent gross negligence or willful misconduct.
11.5 Hazardous, Regulated & Unsanitary Conditions
This service does not include remediation of mold, bodily fluids, waste, pest infestations, asbestos, lead, regulated substances, sewage, or contaminated water. BSC will avoid affected areas and may pause or reschedule. Licensed remediation is the Client's responsibility.
11.6 Wet Floors, Slip & Trip Risk
Floors and other surfaces may remain wet, slick, or tacky after cleaning. Drying time varies by material, ventilation, temperature, and humidity. BSC uses warning signage while on site. After departure, the Client is responsible for restricting access until surfaces are fully dry.
11.7 Client Property, Equipment & Valuables
The Client is responsible for securing sensitive documents, electronics, artwork, displays, fragile items, and high-value property. BSC is not responsible for unsecured or undisclosed property except where loss or damage is directly caused by gross negligence or willful misconduct.
11.8 Appliances & Breakroom Equipment - Operation & Limitations
BSC cleans appliance exteriors using non-destructive methods. BSC does not repair, service, recalibrate, diagnose, disassemble, or test appliance systems and is not responsible for post-service mechanical or electrical malfunction absent gross negligence.
11.9 Heavily Soiled or Long-Neglected Surfaces
One-Time Standard Cleaning is not intended to remove long-term grease, mineral scale, thick residue, embedded soil, smoke or nicotine residue, extensive staining, or other heavy buildup. If such conditions are present, BSC may recommend a different service, added time, or a revised proposal. If the Client declines, Section 4.3 applies.
11.10 Scratches, Etching & Discoloration
Cleaning may reveal micro-scratches, etching, dulling, color variation, or damage that existed before service. Such conditions are not BSC's responsibility unless directly caused by BSC under Section 6.0.
11.11 Painted & Coated Surfaces
Low-sheen paints, wall coverings, and coated surfaces may show burnishing, sheen variation, color transfer, or wear after spot cleaning. BSC uses low-impact methods and may test discreet areas. Permanent marks, paint failure, or pre-existing wear are excluded.
11.12 Stone, Tile & Grout Limitations
Standard cleaning does not restore stone, recolor grout, remove etching, reverse permanent staining, hone, polish, seal, or refinish surfaces. Those services require separate authorization and pricing.
11.13 Chemicals, Sensitivities & Client-Supplied Products
The Client must notify BSC before service of chemical sensitivities or restrictions. Client-supplied products must be in original containers with Safety Data Sheets. BSC may decline non-approved products and is not responsible for performance or damage caused by Client-required products except to the extent caused by BSC's gross negligence.
11.14 Utilities & Plumbing
BSC relies on utilities provided by the Client. Wastewater is disposed of through approved sanitary fixtures only. BSC is not responsible for pre-existing plumbing issues, backups, or drainage failures absent gross negligence.
11.15 Construction, Event & Move-Related Conditions - Exclusion
Construction, renovation, event, and move-related conditions are excluded from One-Time Standard Cleaning. If such conditions are present, BSC may quote a revised service, clean only safe and accessible areas, or pause the appointment. If added time is declined, Section 4.3 applies.
11.16 Occupants, Visitors & Third-Party Activity
BSC does not supervise employees, visitors, vendors, or contractors and does not grant site access. BSC is not responsible for injury, contamination, delay, or damage caused by third-party activity except to the extent caused by BSC's gross negligence or willful misconduct.
11.17 Weapons, Controlled & Regulated Materials
BSC does not handle weapons, ammunition, illegal substances, controlled materials, or regulated items. Such items must be secured before service. Adjacent areas may be skipped without a fee reduction.
11.18 Environmental Conditions & Drying Times
Results and drying times depend on ventilation, humidity, temperature, and surface type. BSC is not responsible for extended drying times, temporary odors, or reduced results caused by environmental conditions outside its control.
11.19 Electrical Supply & Safety
Unsafe or overloaded electrical systems may prevent equipment use. BSC may pause, modify, or reschedule affected tasks. BSC is not responsible for pre-existing electrical faults or outages absent gross negligence.
11.20 Blinds, Shades & Window Coverings
Standard service does not include detailed wet cleaning, removal, reinstallation, restringing, or restoration of blinds, shades, or window coverings. Fragile or sun-damaged units may be skipped to prevent damage.

12.0 LEGAL TERMS
12.1 Acknowledgment
By signing the Proposal or Signature Page, approving the Proposal in writing, or paying the required deposit, the Client acknowledges and agrees to be bound by Sections 1.0 through 12.9 and Exhibits A, B, and C for the approved one-time Office Standard Cleaning service.
12.2 Confidentiality & Data Security (Mutual)
Each party agrees to protect the other party's non-public, confidential, or proprietary information, including access credentials, contact details, pricing, proposals, photographs of serviced areas, and operational information, and to use such information only to perform or administer this Agreement. BSC maintains reasonable administrative, technical, and physical safeguards and will provide notice without unreasonable delay of a confirmed incident involving Client information, consistent with applicable law.
12.3 Governing Law & Venue
This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law principles. Subject to applicable jurisdictional requirements, venue will lie in a court of competent jurisdiction located in Kings County, New York.
12.4 Dispute Resolution (Good Faith; Mediation First)
(a) Informal Resolution. The parties agree to confer in good faith within ten (10) days after written notice of a dispute.
(b) Mediation. If unresolved, the parties will attempt non-binding mediation in New York City before litigation, unless emergency relief is reasonably necessary.
(c) Litigation. If mediation does not resolve the dispute, either party may pursue available remedies in the venue stated in Section 12.3. Each party bears its own legal fees and costs except where this Agreement or applicable law provides otherwise.
(d) Injunctive Relief. Either party may seek temporary relief without prior mediation when reasonably necessary to protect confidentiality or enforce Section 9.6.
12.5 Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including severe weather, transit disruptions, utility outages, building access restrictions, public emergencies, labor disruptions, supply interruptions, or civil unrest. Payment for services already rendered remains due. The parties will cooperate in good faith to reschedule where appropriate.
12.6 Assignment
The Client may not assign this Agreement without BSC's prior written consent. BSC may assign it to an affiliate or successor entity that assumes BSC's obligations. Use of subcontractors is permitted under Section 9.3.
12.7 Miscellaneous
(a) Entire Agreement. This Agreement, the signed Proposal, and Exhibits A, B, and C constitute the entire agreement for the approved one-time service and supersede prior descriptions relating to that service.
(b) Exhibits Control. If there is a conflict, the signed Proposal and attached Exhibits control over general marketing materials or informal descriptions; these Terms control on legal and policy matters unless the Proposal expressly states otherwise.
(c) Severability. If any provision is held invalid or unenforceable, the remaining provisions remain effective.
(d) Waiver. Failure to enforce a provision is not a waiver of future enforcement.
(e) Headings. Headings are for convenience only.
(f) Counterparts and Electronic Acceptance. This Agreement may be signed in counterparts and accepted electronically to the extent permitted by applicable law.
(g) No Third-Party Beneficiaries. This Agreement confers no rights on third parties.
(h) Survival. Payment, liability, confidentiality, non-solicitation, dispute-resolution, and governing-law provisions survive completion as applicable.
12.8 Notices
Formal notices must be in writing and sent to the contact information in Section 1.2, or as later updated in writing. Notices are deemed received upon successful email transmission without bounce or three (3) business days after certified mailing, return receipt requested.
12.9 Website Privacy
Use of BSC's website, online intake forms, scheduling tools, or payment portals is governed by BSC's separate Website Privacy Policy. Operational and quality-assurance media for services under this Agreement is governed by Sections 1.5, 4.7, 9.4, and 10.3.