Residential Maintenance – Terms & Conditions

Last Updated: Feb 6, 2025

These terms and conditions (“Terms and Conditions”) govern and are hereby incorporated by reference into each and every purchase order, change order, or other agreement between you (“Vendor” or “You”) and the single-purpose entity that owns the property (“Owner”) at or for which You provide goods and/or services pursuant to a purchase order or change order (“Work”). Each time you accept a purchase order or change order or perform Work pursuant thereto, You acknowledge and agree to be bound by these Terms and Conditions, as they may be amended from time to time. If you do not unconditionally agree to these Terms and Conditions, you must refrain from accepting any purchase order or change order and performing any Work pursuant thereto. Vendor and Owner may be collectively referred to herein as the “Parties” or individually as a “Party.” 

1. Parties. Vendor understands, acknowledges, and agrees that the property or properties at or for which it performs Work (“Property” or “Properties”) is/are managed by S2C Management, LLC (“S2 Residential”), S2C FL Management, LLC (“FL Management”), S2 NC Management LLC (“NC Management”), or S2C TN Management LLC (“TN Management,” together with S2 Residential, FL Management, and NC Management, collectively “Managers” and each a “Manager”) on behalf of Owner. Vendor further understands, acknowledges, and agrees that: (a) it is contracting only with the single-purpose entity Owner identified on a purchase order or change order, and not any other S2 Affiliate (defined below); (b) nothing in these Terms and Conditions or any purchase order or change order, and neither the receipt of any goods or services or discussion or correspondence regarding the same, shall operate or be construed as creating any contractual, agency, partnership, independent contractor, or other legal relationship between Vendor and any of the following parties: any Manager, S2 Construction Company, LLC, S2 AZ Construction Company LLC, S2 FL Construction Company LLC, S2 Capital LLC, or any of their respective parents, predecessors, subsidiaries, or related and/or affiliated companies, or any of their respective current or former owners, officers, directors, principals, partners, managers, members, employees, successors, assigns, insurers, reinsurers, attorneys, or agents thereof (collectively, “S2 Affiliate”); and (c) no S2 Affiliate shall incur any liability or obligation of any kind or nature whatsoever to Vendor or any third party pursuant to these Terms and Conditions or any purchase order or change order, whether sounding in tort, contract, or otherwise, including, without limitation, payment for any Work.
2. W-9 and Professional Licenses. Vendor must have a current W-9 and copies of any applicable professional licenses on file with Owner.
3. Insurance and Certificates of Insurance.  If Vendor is performing Work on site at a Property, Vendor shall purchase and maintain, at its sole expense, insurance in accordance with the requirements set forth in this Paragraph 3. The insurance requirements set forth below are minimum policy limits only. The insurance required shall be written with insurance carriers licensed to do business in all states in which Work is performed and which have an AM Best Rating of A VII or better. The general liability insurance shall cover all labor, materials, and/or services furnished pursuant to a purchase order or change order and shall include a contractual liability endorsement. Owner does not authorize and hereby prohibits a Vendor from accepting any purchase order or change order and performing any Work at any Property if for any reason the Vendor does not have the requisite insurance coverage limits. As a condition precedent to the commencement of Work, Vendor shall furnish Owner with a current certificate(s) of insurance (“COI”) accompanied by an additional insured endorsement for the general liability policy which names as additional insureds each Manager and each Owner of each Property at or for which Vendor is performing Work. The additional insureds endorsement shall not contain any exclusions and must continue in force for at least three (3) years after completion of Work. Any applicable excess/umbrella policies must be issued on a follow-form basis. All coverage shall be primary and non-contributory. In addition, a waiver of subrogation shall apply in favor of each Manager and each Owner on all policies as permitted by law. The COI must remain current and valid at all times while Vendor is performing Work. It is Vendor’s sole and exclusive responsibility to ensure that it maintains a current and valid COI on file with Owner at all times while Vendor is performing Work. Vendor acknowledges and agrees that its failure to provide the COI and additional insureds endorsement required hereunder will not constitute a waiver by Owner of Vendor’s contractual obligation to maintain the requisite insurance coverage prior to accepting any purchase order or change order or performing any Work pursuant thereto. Vendor will provide Owner with 30 days’ written notice of cancellation of any insurance policies during the term; and if cancelled, Vendor will be prohibited from entering any Property or performing or continuing to perform any Work until insurance coverage is reinstated subject to the requirements set forth herein. Vendor acknowledges and agrees that Owner is not required to pay for and is not in any other way liable (under any contractual, quasi-contractual, or other theory of liability) for any Work performed: (i) without a current COI and additional insured endorsement on file with Owner that meets the requirements set forth herein; or (ii) during any period in which there is a lapse in the requisite insurance coverage. 

General Liability	Required Limit	Coverage
	$1,000,000	Each Occurrence
	$2,000,000	General Aggregate
	$1,000,000	Product – Comp/Op Aggregate
	$1,000,000	Personal and Advertising Injury
Auto	Required Limit	Coverage
	$1,000,000	Any Auto – Combined Coverage
Excess GL Coverage	Required Limit	Coverage
	$1,000,000	Each Occurrence
	$1,000,000	Aggregate
Workers’ Compensation	Required Limit	Coverage
	$500,000	Employer’s Liability – Each Accident
	$500,000	Employer’s Liability – Each Accident
	$500,000	Employer’s Liability – Each Accident

4. Workers’ Compensation Requirements. Unless Vendor is a sole proprietor with no employees, Vendor shall, at its own expense, maintain and provide proof of valid workers’ compensation insurance coverage for all employees, representatives, subcontractors, or agents performing Work, regardless of state requirements. Such coverage shall be in an amount sufficient to cover any and all claims, including, without limitation, medical expenses, lost wages, and rehabilitation costs arising from or related to work-related injuries or illnesses. Vendor agrees to defend, indemnify, and hold harmless Owner and any S2 Affiliate from and against any and all actions, causes of action, claims, demands, obligations, rights, damages, losses, liabilities, penalties, fines, costs, judgments, settlements, expenses (including, without limitation, attorneys’ fees and costs), and any other amounts arising from or relating to injuries or illnesses sustained by Vendor’s employees, representatives, subcontractors, or agents while performing Work. Notwithstanding the foregoing, vendors categorized as off-site are not required to provide proof of workers’ compensation insurance coverage.

5. Background Screening of Workers. Vendor agrees to exercise due diligence in not placing any employees, laborers, or subcontractors to perform Work who have a history of criminal convictions or deferred adjudication, or who otherwise pose a potential threat or risk of injury to residents and others. Unacceptable criminal history includes, without limitation, crimes such as rape, molestation, sexual assault, indecent exposure, indecency with a child, murder, robbery, assault, or kidnapping. Vendor further agrees to comply with Immigration and Customs Enforcement (ICE) regulations. Vendor understands that it has a duty to use responsible hiring practices. Vendor shall enforce strict discipline and good order among its employees, representatives, agents, and any other person or entity acting or performing Work on its behalf.
6. Fair Housing Policy. Vendor agrees to fully comply with all applicable federal, state, and local fair housing laws, including, without limitation, the Fair Housing Act, as amended, and any other laws, regulations, or ordinances prohibiting discrimination in housing. Vendor shall ensure its services, policies, and practices do not discriminate on the basis of race, color, national origin, religion, sex, familial status, or disability, or any other protected characteristic as defined by law. Vendor shall promptly notify Owner of any violations or potential violations of such laws and shall take all necessary steps to remedy any violations identified. Vendor shall defend, indemnify, and hold harmless Owner and any S2 Affiliate from and against any and all actions, causes of action, claims, demands, obligations, rights, damages, losses, liabilities, penalties, fines, costs, judgments, settlements, expenses (including, without limitation, attorneys’ fees and costs), and any other amounts arising from or relating to Vendor’s failure to comply with applicable fair housing laws.   
7. Vendor Representations and Warranties. Vendor represents and warrants the following: (a) it is duly formed, validly existing, and in good standing under the laws of the state or jurisdiction of its formation; (b) it is authorized to do business in each state in which it performs Work; (c) it has full power and authority to enter into any purchase order or change order; (d) it holds all necessary licenses, permits, and approvals required under applicable laws and regulations in any jurisdiction in which it performs Work; (e) its acceptance and performance of any purchase order or change order does not and will not violate any provision of Vendor’s organizational documents, or conflict with or violate any applicable law, regulation, or governmental order in any jurisdiction where Vendor is authorized to do business or performs Work; and (f) it will perform and complete Work in a professional, workmanlike manner in accordance with applicable industry standards.

8. Purchase Orders and Change Orders. Vendor is required to use the purchase order system for all transactions to ensure accuracy and efficiency in order processing. By adhering to the purchase order system, Vendor can help prevent discrepancies and ensure timely payments. Vendor must reference the appropriate purchase order number on all related documents, including, without limitation, invoices and delivery notes. Compliance with this process is vital for maintaining an organized and effective procurement workflow, benefiting both parties through improved clarity and accountability. Vendor understands, acknowledges, and agrees that it is not authorized to perform and is prohibited from performing Work without first obtaining a purchase order. Any changes to the scope or cost of Work performed must be approved by Owner in writing prior to the performance of such additional and/or changed Work. In the event Owner and Vendor agree to additional Work, a reduction in Work, or a change to the cost of Work, such agreement shall be included on a change order stipulating the change in Work and fees. Payment of any invoice is not evidence of Owner’s acceptance of the Work as complete or workmanlike. Vendor and its employees, representatives, subcontractors, and agents shall have access to a Property or Properties only to the extent necessary for the proper performance of Work. Vendor may use only designated areas and may not enter unauthorized office or operating areas and shall keep the Property or Properties clean.
9. Invoices. Vendor is required to upload its invoices into the designated supplier portal to ensure a streamlined and efficient payment process. This centralized system allows for accurate tracking, faster processing, and better communication between Vendor and accounts payable. Vendor agrees to submit invoices within sixty (60) days from completion of Work. Vendor understands, acknowledges, and agrees that Owner is not liable (under any contract, quasi-contract, or other theory of liability) for or required to pay any portion of any invoice (including, without limitation, principal, interest, taxes, and fees): (a) that is not submitted to the designated supplier portal within sixty (60) days from completion of Work; or (b) for Work completed without an accompanying authorized purchase order number or change order, as applicable. By adhering to this procedure, Vendor can help maintain a smooth workflow, minimize errors, and facilitate timely payments. Compliance with this paragraph is essential for maintaining a productive and transparent business relationship. Vendor has read, understands, acknowledges, and agrees to the terms and conditions set forth in Paragraphs 8 and 9 herein regarding purchase orders, change orders, and invoicing. In the event of any action, cause of action, claim, dispute, or legal action or proceeding arising from or relating to the terms and conditions set forth in Paragraph 8 and/or Paragraph 9 herein, Owner is entitled to recover all costs and expenses incurred in connection with its enforcement or defense of any such action, cause of action, claim, dispute, or legal action or proceeding, including, without limitation, attorneys’ fees and costs.
10. Payment Terms. Owner will pay invoices within forty-five (45) days after receipt of Vendor’s invoice; provided, however, that if Owner disputes an invoice, Owner will pay the undisputed amount within the agreed time frame and will promptly pay the remainder (if any) once the dispute has been resolved. Any such dispute shall not impact Vendor’s obligations to timely perform and complete Work in accordance with these Terms and Conditions and any purchase order or change order. Payments will be made via Electronic Funds Transfer (“EFT”) to Vendor’s designated bank account. Vendor must pay or reimburse Owner for any return fees or charges that may arise from incorrect or incomplete banking information provided by Vendor. It is essential that Vendor verifies and confirms its banking details to avoid any delays or additional costs associated with returned payments.
11. Time of Essence. The Parties agree that time is of the essence in performance of Work. 
12. Non-Exclusivity. Vendor acknowledges and agrees that nothing in these Terms and Conditions or any purchase order or change order grant it any exclusive right or obligation to furnish supplies, goods, and/or services to any Property or Properties.
13. Discounts, Rebates, Etc. All trade discounts, rebates, refunds, and returns from sales of surplus materials and equipment shall belong to and accrue for the benefit of Owner.
14. Confidentiality. “Confidential Information” means any and all information, data, or materials provided by Owner to Vendor, whether in written, oral, or electronic form, that is designated as confidential or proprietary, or that a reasonable person would understand to be confidential under the circumstances, including, without limitation, business plans, strategies, financial information, trade secrets, intellectual property, project plans, specifications, drawings, and technical information, experience or data regarding the Work or Owner’s plans. Vendor agrees to: (a) keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of Owner; (b) use the Confidential Information solely for the purpose of performing Work; and (c) take reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure, at least as protective as the measures taken to safeguard Vendor’s own confidential information. Within thirty (30) days of the completion of Work, or upon the written request of Owner, Vendor agrees to return or destroy all Confidential Information in its possession, including, without limitation, all copies, summaries, and derivative works, and provide written certification of such return or destruction. Nothing herein grants Vendor any rights in or to the Confidential Information, except for the limited right to use it as expressly permitted herein. The foregoing confidentiality obligations shall survive the termination or expiration of these Terms and Conditions and any purchase order or change order. 
15. Termination. Owner may terminate these Terms and Conditions and any purchase order or change order at any time, with or without cause, upon ten (10) days’ prior written notice to Vendor. Owner may terminate these Terms and Conditions and any purchase order or change order immediately at any time, without prior written notice, including with respect to any Work in progress, if: (a) Owner fails to obtain, or maintain as valid, any license, insurance, permit, or approval required to allow lawful or permissible performance of the Work; (b) Owner determines, in its sole discretion, that Vendor is not complying with any applicable federal, state, or local laws, statutes, ordinances, regulations, codes, or other type of government authority; (c) Vendor has failed to perform the Work in a timely and/or workmanlike manner; or (d) Vendor breaches any provision of these Terms and Conditions or any purchase order or change order. Vendor may terminate these Terms and Conditions and any purchase order or change order, with or without cause, upon thirty (30) days’ prior written notice to Owner, as long as all authorized Work has been completed and there are no outstanding proposals, bids, purchase orders, or change orders. 
16. Limitation of Owner’s Damages. Vendor waives and releases all claims for or rights to any consequential, incidental, exemplary, punitive, or special damages, including, without limitation, lost profits, property damage, loss of revenue, loss of business, or lost savings, arising out of or related to these Terms and Conditions, any purchase order or change order, and/or the performance of any Work, whether or not Owner has been advised of the possibility of such damages. If Vendor should become entitled to claim damages from Owner, Owner’s liability will be limited to the amount of Vendor’s actual direct damages, not to exceed in the aggregate for all claims, the fees payable by Owner for the specific Work that gave rise to such liability and which is the subject of the claim. Vendor further agrees that the sole and exclusive remedy of Vendor arising from or related to these Terms and Conditions, any purchase order or change order, or any Work, including, without limitation, payment and/or performance of Work, shall be limited to the assets of Owner only.
17. Indemnification. To the fullest extent permitted by law, Vendor agrees to defend, indemnify, and hold harmless Owner and each of its parents, predecessors, subsidiaries, and related and/or affiliated entities, and each of their respective current and former officers, directors, principals, partners, managers, members, employees, successors, assigns, insurers, reinsurers, attorneys, and agents thereof, and all S2 Affiliates, from and against any and all actions, causes of action, claims, demands, obligations, rights, damages, losses, liabilities, penalties, fines, costs, judgments, settlements, expenses (including, without limitation, attorneys’ fees and costs), and any other amounts arising from or related to any action, claim, demand, suit, or proceeding, whether in tort, contract, equity, or otherwise, which in any way arises out of or in connection with, relates to, or results from Vendor’s (or its employees’, representatives’, subcontractors’, or agents’) performance of Work at any Property or Properties, including, without limitation, actions, claims, demands, suits, or proceedings concerning any: (i) defect in goods and/or services; (ii) negligent, grossly negligent, or intentional act, activity, or omission of Vendor or its employees, representatives, subcontractors, or agents; or (iii) bodily injury, sickness, disease, or death to any person, or damage to property. Notwithstanding any other provision herein or in any purchase order or change order, Vendor’s obligations under these Terms and Conditions, including, without limitation, its indemnity obligations, shall not be limited by any limitation on the amount or type of damages payable by or for Vendor under any worker’s or workman’s compensation acts. This provision shall survive the termination or expiration of these Terms and Conditions and any purchase order or change order.
18. Entire Agreement. These Terms and Conditions, together with any related purchase order and change order(s), constitutes the sole and entire agreement between the Parties with respect to the subject matter therein, and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether written or oral, relating to such subject matter. In the event of any conflict, inconsistency, or ambiguity between these Terms and Conditions and the provisions of any related purchase order or change order(s), the order of precedence shall be as follows: (a) change order, (b) purchase order, (c) Terms and Conditions. In the event of any conflict, inconsistency, or ambiguity between any two of the aforementioned documents, the document appearing earlier in the list shall prevail.
19. Construction. The headings used in herein are for convenience and reference only. They shall not affect the interpretation or construction of any provision of these Terms and Conditions or any purchase order or change order and shall not be deemed to limit or alter the meaning of the provision(s) to which they relate. The Parties acknowledge and agree that no provision herein shall be construed against any Party solely by reason of its involvement in the drafting or preparation thereof. No presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the drafting process.
20. Notice. Any notice, request, demand, or other communication required or permitted hereunder shall be in writing and shall be deemed effectively given when: (a) delivered personally; (b) mailed by registered or certified mail, return receipt requested, postage prepaid; or (c) sent by a nationally recognized overnight courier service (such as FedEx or UPS), with all charges prepaid. Notices shall be sent to Owner at the address set forth below, or such other address as Owner may designate by notice given in accordance with this paragraph. Notices to Vendor shall be sent to Vendor at the address provided by the Vendor during the vendor registration process, or such other address as Vendor may designate by notice given in accordance with this paragraph.

S2 Legal

c/o Owner

2801 N. Harwood Street, Suite 1800

Dallas, Texas 75201

legal@s2cp.com 

21. Severability. In the event that any provision of these Terms and Conditions and/or any purchase order or change order is determined by an arbiter of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the Parties agree that the arbiter may, without affecting the validity or enforceability of the remaining provisions thereof, modify or amend the offending provision to the minimum extent necessary to make it enforceable. The Parties further agree that any such modification shall be consistent with the original intent of the provision, as closely as possible, and that if an arbiter is unable to modify the provision in such a way, the provision shall be deemed severed therefrom, leaving the remainder in full force and effect.
22. Amendments. Except as set forth in this Paragraph 22, no amendment or modification of these Terms and Conditions or any purchase order or change order shall be valid unless in writing and executed by both Parties. E-mail communications, including, without limitation, informal or formal requests, notifications, or agreements via e-mail, shall not constitute valid or binding modifications of these Terms and Conditions or any purchase order or change order. Notwithstanding anything to the contrary in these Terms and Conditions or any purchase order or change order, Owner may amend these Terms and Conditions with reasonable notice to but without the consent of Vendor.
23. Waiver. No waiver by any Party of any of these Terms or Conditions shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising hereunder shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise of any other right, remedy, power, or privilege.
24. Assignment. Owner may assign these Terms and Conditions and any purchase order or change order in its sole discretion. Vendor may not assign, subcontract, or otherwise delegate its rights or obligations hereunder without the prior written consent of Owner, and any attempt to do so will be void ab initio. These Terms and Conditions and any purchase order or change order will be binding upon Vendor’s respective successors and permitted assigns.
25. No Employment Relationship. Vendor is and shall perform the Work as an independent contractor. As such, Vendor is solely responsible for the manner and means of performing Work, and Owner shall not have control over, or responsibility for, the day-to-day operations of Vendor’s business. Neither Vendor nor any of its employees, representatives, subcontractors, or agents shall be, represent, act, purport to act, or be deemed to be the agent, representative, employee, or servant of Owner. Nothing herein shall operate or be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties or between Vendor and any S2 Affiliate.
26. No Third-Party Beneficiaries. These Terms and Conditions benefit solely the Parties and their respective permitted successors and assigns. Nothing herein, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms and Conditions or any purchase order or change order.
27. Conflicts of Interest. Although Vendor and its representatives, contractors, subcontractors, agents, and consultants may employ relatives of employees of Owner, Manager, or any other S2 Affiliate (“S2 Employee”), Vendor shall immediately inform Owner as soon as known or discovered. Owner reserves the right to require Vendor and/or its representatives, contractors, subcontractors, and consultants to modify work assignments of the S2 Employee’s relative where a conflict of interest or the appearance thereof is deemed by Owner, in its sole discretion, to exist. Vendor shall include this provision in any applicable subcontracts and other material agreements.
28. Governing Law. These Terms and Conditions and each purchase order and change order shall be governed and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law or choice of law principles.
29. Dispute Resolution. Any controversy, claim, or dispute that Vendor may have arising out of or relating to the relationship between Vendor and Owner, these Terms and Conditions, the Work, or any proposal, bid, purchase order, or change order, shall be resolved exclusively through binding arbitration under the commercial rules of the American Arbitration Association. The award rendered by the arbitrator(s) shall be final and binding on the Parties and may be entered and enforced in any court having jurisdiction thereof. The arbitrator(s) shall have the power to rule on his/her/their own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim, counterclaim, or defense without any need to refer such matters first to a court. The arbitrator shall have no power to award any punitive damages or exemplary damages or to ignore or vary the terms of these Terms and Conditions or any purchase order or change order, unless otherwise permitted thereunder, and shall be bound by the laws of the State of Texas. The seat or place of arbitration shall be Dallas, Texas. Except as may be required by law, neither a Party nor the arbitrator(s) may disclose the content or results of any such arbitration without the prior written consent of all Parties, unless to protect or pursue a legal right. In the event of any action, cause of action, claim, dispute, or legal action or proceeding arising out of or related to a breach of these Terms and Conditions or any purchase order or change order, or any failure to perform thereunder (including, without limitation, failing to comply with the dispute resolution process set forth in this Paragraph 29), the prevailing party shall be entitled to collect the costs and expenses of bringing or defending such action, cause of action, claim, dispute, or legal action or proceeding, including reasonable attorneys’ fees, from the Party not prevailing.