Estimate Terms & Conditions

SERVICE AGREEMENT TERMS AND CONDITIONS 

Last Revised: June 2026 

1. Terms. The terms and conditions attached to the Service Agreement (“Agreement”) and contained herein represent the entire Agreement between Holmes Drafting Services, LLC (“HDS”) and the named party in the Agreement receiving the services rendered (“Client”), as it relates to the specific services listed in the Service Agreement, unless otherwise specified in a writing signed by HDS. The specific services listed in the Agreement shall be strictly construed in accordance with these terms and conditions. No purported revisions of, additions to, or deletions from these terms and conditions shall be effective. HDS does not accept any contrary or conflicting terms, whether in Client’s acknowledgment or otherwise, or arising from local, general or trade custom or usage. To the extent that any terms and conditions are inconsistent with or contrary to those set forth on any document provided by Client, HDS’s terms and conditions shall govern. These terms and conditions are incorporated into the Agreement and deemed accepted by Client’s authorized signature on the Agreement or electronic notification to HDS of Client’s acceptance of the Agreement.  

1. Agreement Validity / Offer Expiration. Until executed by Client, this Agreement constitutes an offer only and shall remain open for ten (10) days from its date, unless a longer period is indicated on the Agreement. If Client does not execute this Agreement within that period, the offer expires, and all pricing, scope, and terms stated herein are withdrawn. HDS reserves the sole right to determine whether to re-engage Client, and no services shall commence or be deemed agreed upon unless and until a new agreement has been prepared and executed by both parties. Upon execution by Client within the offer period, this Agreement becomes binding in accordance with its terms and this Section no longer applies. 

1. Specifications. HDS and Client agree that this Agreement is based upon the flat fee, square footage rate, or other project rate specified in the Agreement. Any modifications, additions, or changes to the scope of services thereafter requested by Client or Client’s representative(s) are not included in the prices listed in the Agreement and will result in additional amounts being due by Client, as reflected in a supplemental invoice issued by HDS. Unless otherwise specified in a supplemental invoice, any additional services shall be billed at HDS’s then-current hourly rates as published on HDS’s website at the time such services are performed. Client’s acceptance of any additional scope and associated fees shall be evidenced by Client’s or Client’s representative(s)’ receipt of Documents reflecting the requested modifications without written objection within three (3) business days of delivery, or by Client’s continued direction to HDS to perform additional services, whichever occurs first. Verbal requests for additional services do not obligate HDS to perform such services and shall not limit HDS’s right to invoice for work performed at Client’s or Client’s representative(s)’ direction. 

1. Invoicing. HDS will issue Client a single or multiple invoices, depending on the duration and scope of the Project, reflecting the total amount due for the invoiced period’s services. HDS’s failure to timely issue an invoice shall not constitute, in any way, a waiver of HDS’s rights to receive compensation hereunder. Invoices not paid within the applicable payment period shall accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by Florida law, whichever is less, from the due date until paid in full. Payments processed via credit card, debit card, or other digital payment platforms are subject to a convenience fee as disclosed on the applicable invoice or HDS’s then-current fee schedule as published on HDS’s website. Such convenience fee is non-negotiable and non-refundable. 

1. Payment. Payment to HDS will be due in the full amount provided on the applicable invoice, without setoff, deduction, or withholding of any kind, pursuant to the payment terms listed on the invoice. If no payment terms are listed on the invoice, payment is due thirty (30) days from the invoice date. Any deposit required by the Agreement is non-refundable and shall be applied toward the total fees due. Client is solely responsible for all sales taxes or like taxes imposed on the services, regardless of whether HDS has assessed or collected such taxes. HDS’s failure to assess or collect any applicable tax shall not relieve Client of its obligation to pay such taxes. 

1. Intellectual Property. To the fullest extent permitted by law, Client hereby irrevocably transfers, conveys, and assigns in perpetuity to HDS all intellectual property rights, including copyright and patent rights, Client has in any sketches, designs, drawings, or ideas (“Materials”) contributed to the Project and provided to HDS by, or on behalf of Client. Client acknowledges and agrees that, to the maximum extent allowable by law, HDS is, and will be, the sole and exclusive owner of all intellectual property rights in the design plans, blueprints, and all other documents which memorialize or embody the services provided by HDS (“Documents”). Client shall not, and shall not allow others to, copy, reproduce, recycle, resell, replicate, reuse, modify, create derivative works from, or submit to any artificial intelligence, machine learning, or automated processing system, in any form, any Document, without the prior express, written permission of HDS. Client shall not remove or obscure any trademarks, copyright notices, or other indicia of ownership or authorship from any Documents. Client acknowledges that any unauthorized use of the Documents would cause irreparable harm to HDS for which monetary damages would be an inadequate remedy, and that HDS shall be entitled to seek immediate injunctive relief without the requirement of posting bond, in addition to all other remedies available at law or in equity. 

1. Delivery of Documents and License. Upon completion of the services, HDS will electronically deliver view-only, draft Documents to Client. Upon receipt of all payment due from Client, HDS will electronically deliver final Documents to Client in HDS’s standard file format. Electronic delivery to the email address provided by Client in the Agreement shall constitute complete and effective delivery, and HDS shall bear no responsibility for delivery failures resulting from inaccurate or outdated contact information provided by Client. Subject to these terms and conditions, HDS will grant Client a limited, non-exclusive, non-sublicensable, non-transferable license to use the applicable Document(s) solely in furtherance of the Project. Unless expressly stated in the Agreement or any other writing signed by HDS, the Documents are provided to Client on a specific, one-time-use basis. The Documents shall be used solely for the parcel identified in the Agreement; provided, however, the absence of a parcel number does not permit such Documents to be used more than one time. In no event shall any Document be used on more than one occasion or for purposes not associated with the Project without the express, written permission of HDS. The license granted herein shall automatically terminate, without notice, upon Client’s failure to make any payment when due, cancellation of the Agreement, or Client’s breach of any term or condition herein, and Client shall immediately cease all use of the Documents upon such termination. 

1. Cancellation. In the event Client wishes to cancel the services being provided by HDS, cancellation shall not be effective until five (5) days after written notice is received by HDS at HDS’s address identified on the Agreement or via email to HDS’s designated business email address; provided, however, that HDS may, in its sole discretion, accept notice of cancellation in any other form, including verbal or electronic communication, and such acceptance shall be documented in writing by HDS. Client shall compensate HDS for all services rendered up to the point such cancellation becomes effective. In the event of cancellation, Client will not be entitled to any Documents, no license will be granted to Client, and any license previously granted shall automatically terminate. Within thirty (30) days after cancellation becomes effective, HDS will issue Client an invoice for services rendered, payable in accordance with Section 5. Any deposit paid by Client is non-refundable under all circumstances, including in the event of cancellation, and shall be retained by HDS as compensation for services rendered and administrative costs incurred. HDS reserves the right to cancel this Agreement at any time, with or without cause. In the event HDS cancels this Agreement, HDS will refund monies paid for the Project as of the date of cancellation, less any fees, costs, expenses, and time incurred by HDS through the cancellation date, including without limitation any third-party engineering coordination costs committed or paid on Client’s behalf. No other refunds will be issued. All amounts paid to HDS are non-refundable except as expressly stated in this Section. 

In the event Client makes any statement, written or verbal, that reasonably suggests an intent to pursue legal action against HDS, including but not limited to threats of lawsuit, claims of liability, or demands for refund under threat of litigation, Client acknowledges that HDS staff are directed to immediately cease substantive communication regarding the matter and refer all further correspondence to HDS management or designated legal counsel. Any communication by HDS staff following such notice that is not authorized by HDS management or legal counsel shall not constitute an admission, waiver, agreement, or representation of any kind on behalf of HDS, and shall not be binding upon HDS in any respect. Notwithstanding the foregoing, HDS expressly reserves the right to issue invoices, pursue collection of all amounts due and owing, and enforce any and all rights under this Agreement, regardless of any threatened or pending legal action by Client. Client’s assertion of a legal claim or threat of litigation shall not suspend, reduce, or extinguish Client’s payment obligations hereunder. 

1. Warranties and Acknowledgements. Any individual acknowledging this Agreement on behalf of Client represents, warrants, and guarantees that such individual has full legal authority to bind Client to this Agreement. Client further warrants that: (i) any Materials provided to HDS by or on behalf of Client will be accurate, complete, and comply with applicable laws, and will not infringe upon the rights of any third party, including intellectual property and proprietary rights; (ii) Client owns the subject property identified in the Agreement or is otherwise legally authorized to commission the services described herein; and (iii) all information provided to HDS regarding the Project, including without limitation site conditions, existing structure dimensions, property boundaries, and intended use, is accurate and complete to the best of Client’s knowledge. Client agrees that HDS is not validating the accuracy or legality of Materials supplied by Client, and is not conducting any investigation, inspection, or independent verification related to the Project or the subject property. Client further agrees that HDS is not liable for any unknown, undisclosed, or undiscovered condition that exists prior to, during, or subsequent to HDS providing services. If a takeoff is included in the services, Client acknowledges that such takeoff is based entirely upon information provided by Client, and Client bears full liability for any additional materials or costs resulting from conditions undisclosed or unknown to HDS. 

Client further acknowledges and agrees that HDS makes no warranty, representation, or guarantee, express or implied, that any Documents prepared by HDS will be approved by any applicable Authority Having Jurisdiction (“AHJ”), building department, municipality, county, or other regulatory body. HDS warrants that Documents will be prepared in material compliance with the Florida Building Code as adopted and in effect at the time of preparation; provided, however, that HDS makes no warranty regarding local amendments, interpretations, or requirements imposed by any AHJ that exceed or deviate from the Florida Building Code, as such requirements are within the sole discretion of the applicable AHJ and may not be known to HDS in advance. Permit approval is within the sole discretion of the applicable AHJ and is subject to conditions, requirements, and determinations entirely outside of HDS’s control. 

Where Client engages HDS to prepare documents for an existing unpermitted structure or improvement, Client acknowledges that permittability of such structure is not guaranteed, that HDS has made no representation regarding the likelihood of AHJ approval, and that Client assumes all risk associated with the AHJ’s determination. Fees paid to HDS in connection with such services are non-refundable regardless of the outcome of AHJ review. 

 

1. Disclaimer. HDS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AS APPLICABLE. HDS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY DOCUMENT THAT HAS BEEN ALTERED, MODIFIED, OR ANNOTATED BY ANY PARTY OTHER THAN HDS, INCLUDING WITHOUT LIMITATION ANY MODIFICATIONS MADE BY CONTRACTORS, SUBCONTRACTORS, OR OTHER THIRD PARTIES IN THE FIELD OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL RESPONSIBILITY THEREFOR. HDS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY BUILDING, BRIDGE, FENCE, OR ANY OTHER STRUCTURE OR OBJECT WHICH IS CONSTRUCTED OR INSTALLED BY REFERENCING ONE OR MORE DOCUMENTS, AND EXPRESSLY DISCLAIMS ALL RESPONSIBILITY FOR ANY SUCH CONSTRUCTION OR INSTALLATION. 

 

HDS IS NOT A LICENSED ENGINEERING FIRM AND DOES NOT PROVIDE ENGINEERING SERVICES DIRECTLY. WHERE ENGINEERING SERVICES ARE REQUIRED, HDS COORDINATES WITH INDEPENDENT, THIRD-PARTY LICENSED ENGINEERS WHO PROVIDE SUPERVISION, REVIEW, AND SEALING OF DOCUMENTS AS REQUIRED BY APPLICABLE LAW. SUCH ENGINEERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OR AGENTS OF HDS. HDS MAKES NO WARRANTY REGARDING THE WORK PRODUCT, DETERMINATIONS, OR SEALED DOCUMENTS OF ANY THIRD-PARTY ENGINEER, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY ACT, OMISSION, ERROR, OR DETERMINATION OF ANY THIRD-PARTY ENGINEER. THE ENGINEER OF RECORD IDENTIFIED ON ANY SEALED DOCUMENT BEARS SOLE PROFESSIONAL RESPONSIBILITY FOR THE ENGINEERING CONTENT THEREOF. 

 

HDS MAKES NO WARRANTY THAT ANY RESUBMISSION, REVISION, OR RESPONSE TO AHJ CORRECTIONS WILL RESULT IN PERMIT APPROVAL. ANY SERVICES PERFORMED BY HDS IN CONNECTION WITH AHJ-REQUIRED PLAN REVISIONS, RESUBMISSIONS, OR CORRECTION RESPONSES SHALL BE COMPENSABLE AT HDS’S THEN-CURRENT RATES UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING. 

 

1. Remedies. HDS’s liability to Client shall be limited to direct and actual damages only, and in no event shall such liability exceed the amount of fees received by HDS from Client within the preceding six (6) months. This limitation applies regardless of the form of action, whether in contract, tort, or otherwise, and even if HDS has been advised of the possibility of such damages. HDS shall not be liable to Client for any indirect, incidental, consequential, special, or punitive damages of any kind, including without limitation loss of business, loss of use, loss of revenue, loss of profits, loan interest, financing costs, or any fees paid to third parties including engineers, contractors, or permitting authorities. If Client breaches or fails to comply with any warranty in Section 9, or any other term or condition herein, HDS is entitled to recover its full damages allowed by law, including without limitation direct damages, incidental and consequential damages, and any lost profits caused by such breach or failure to comply. HDS shall also be entitled to injunctive relief and any other remedy available in law or equity. In the event HDS prevails in any action arising out of or relating to this Agreement or these terms and conditions, HDS shall be entitled to recover its reasonable attorneys’ fees and costs through all stages of litigation, including appeal. Client shall not be entitled to recover attorneys’ fees or costs from HDS in any action arising out of or relating to this Agreement, regardless of the outcome of such action. 

 

1. Indemnification. To the fullest extent permitted by law, Client agrees to indemnify, defend, and hold harmless HDS, its affiliates, successors and assigns, and their respective directors, officers, employees and agents (the “Indemnified Parties”) from and against all claims, demands, causes of action, losses, damages, costs and expenses (including without limitation reasonable attorney’s fees and costs of defense) (collectively, “Losses”) arising out of or incident to: (i) the Project or any activities undertaken by HDS in connection with or in furtherance of the Project, including without limitation pre-project consultations, site visits, permit coordination, and post-completion services; (ii) Client’s breach of any term or condition related to this Agreement; (iii) any claim that use of the Materials has violated the rights of any third party; (iv) any defect in a building, bridge, fence, or any other structure or object that is constructed or installed by referencing one or more Documents; (v) any fact or condition unknown or undisclosed to HDS; (vi) any claim arising out of or related to the acts, omissions, errors, or determinations of any third-party engineer, contractor, or other professional engaged in connection with the Project, regardless of whether such party was coordinated or recommended by HDS; (vii) Client’s presence at any facilities at which HDS is located; and (viii) HDS’s presence at any location visited in furtherance of the Project or these services; provided that, in each instance, such Losses are attributable to any cause except caused solely by the gross negligence or willful misconduct of HDS. Without limitation, Client’s obligations under this Section 12 extend to Losses attributable to or arising from bodily injury, sickness, disease or death, and to damage to or destruction of tangible property (including the loss of use thereof), in each case regardless of whether caused in part by the negligence or other fault of any Indemnified Party; provided that Client shall not be liable for Losses caused solely by the gross negligence or willful misconduct of any Indemnified Party. Client’s indemnification obligations under this Section 12 include, without limitation, the obligation to indemnify, defend, and hold harmless the Indemnified Parties from and against all claims or awards of punitive damages, to the extent allowed by law. 

1. Assignment; No Third Parties. HDS may delegate all or a portion of the services to one or more subcontractors without notice to or consent of Client. Such delegation shall not create any contractual relationship between Client and any subcontractor, and Client shall have no right to direct, claim against, or seek recovery from any subcontractor engaged by HDS. Client may not assign its rights and obligations under this Agreement to any other party without the prior written consent of HDS. No third party shall have any rights hereunder or be deemed a third-party beneficiary hereof. 

1. Confidentiality. Client and its directors, officers, employees, and agents shall not disclose to any third party any information pertaining to the services provided pursuant to this Agreement, or pertaining to HDS’s business, operations, pricing, processes, or proprietary methods, which Client obtains or has access to in connection with this Agreement, without the prior written consent of HDS’s authorized representative. This obligation shall survive the completion or termination of this Agreement. 

1. No Waiver. No failure by HDS to enforce any term or condition of this Agreement shall constitute a waiver of those terms or conditions or in any way impair HDS’s right at any time to seek remedies to enforce such terms or conditions. A waiver is effective only if it is in writing and signed by HDS’s authorized representative. 

1. Survival. The following sections shall survive the completion, cancellation, or termination of this Agreement and shall remain in full force and effect: Section 6 (Intellectual Property), Section 7 (Delivery of Documents and License), Section 8 (Cancellation), Section 9 (Warranties and Acknowledgements), Section 10 (Disclaimer), Section 11 (Remedies), Section 12 (Indemnification), Section 14 (Confidentiality), and Section 15 (No Waiver). All other terms which by their nature are intended to survive shall also survive and inure to the benefit of the parties’ successors. 

1. Severability. Any provision of this Agreement or these terms and conditions deemed unenforceable in any jurisdiction shall be ineffective to the extent of such unenforceability, but shall be enforced to the maximum extent permissible, without invalidating the remaining provisions hereof. 

1. Governing Law; Venue. This Agreement and these terms and conditions shall be governed by the laws of the State of Florida, without regard to its conflict of laws rules. Hernando County, Florida shall be the exclusive venue for any claim or action arising from or relating to this Agreement, and the parties irrevocably consent to personal jurisdiction in the state or federal courts located therein. In the event of any dispute regarding proper venue, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with such dispute. 

1. Force Majeure. HDS shall not be liable for any failure or delay in performing its obligations under this Agreement if and to the extent that such failure or delay is caused by a Force Majeure event. A Force Majeure event means any event or circumstance beyond the reasonable control of HDS, including but not limited to an act of God, fire, explosion, flood, epidemic, pandemic, disease, power failure, governmental actions, war or threat of war, acts of terrorism, national emergency, riot, civil disturbance, sabotage, labor disputes, strike, or any delay, backlog, or processing failure by any Authority Having Jurisdiction, building department, or other regulatory body whose actions or inactions affect HDS’s ability to timely perform permitting or plan review coordination services. 

1. Client Cooperation; Project Dormancy. Client agrees to cooperate fully with HDS in the performance of services, including without limitation providing accurate and complete project information, responding to requests for clarification or approval, and reviewing and providing feedback on draft Documents. Client shall respond to any written request from HDS within five (5) business days. If Client fails to respond within that period, HDS may, in its sole discretion, declare the Project dormant. Upon declaration of dormancy, HDS will provide written notice to Client, and Client shall have ten (10) business days to re-engage. Re-engagement following a dormancy declaration shall be subject to a restart fee at HDS’s then-current rates as published on HDS’s website, reflecting HDS’s administrative costs of re-mobilizing on the Project. If Client fails to re-engage within ten (10) business days of dormancy notice, HDS reserves the right to terminate the Agreement pursuant to Section 8, invoice Client for all services rendered through the date of termination, and retain all amounts previously paid. HDS’s scheduling and resource allocation are based on Client’s active participation, and Client acknowledges that delays caused by Client’s failure to cooperate may result in extended project timelines for which HDS bears no responsibility. 

1. Dispute Resolution. Prior to initiating any legal action arising out of or relating to this Agreement, the parties agree to attempt to resolve any dispute through good faith negotiation for a period of fifteen (15) days following written notice of the dispute. If the dispute is not resolved through negotiation, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed upon mediator in Hernando County, Florida, before pursuing litigation. The costs of mediation shall be shared equally by the parties. Participation in mediation is a condition precedent to the initiation of any legal proceeding, except that nothing herein shall prevent HDS from seeking immediate injunctive or other equitable relief in any court of competent jurisdiction without first engaging in negotiation or mediation. Client’s failure to participate in good faith in negotiation or mediation shall entitle HDS to recover its attorneys’ fees and costs incurred in connection with such failure, in addition to any other remedies available under this Agreement. 

1. Electronic Signatures; Communications. The parties agree that electronic signatures, including without limitation signatures obtained through DocuSign or similar electronic signature platforms, email confirmation, or electronic notification of acceptance, shall be deemed valid, binding, and enforceable to the same extent as original signatures. Client’s electronic notification of acceptance of this Agreement, whether by signed electronic document, email reply, or other electronic communication directed to HDS, shall constitute Client’s binding execution of this Agreement. HDS’s business records reflecting Client’s electronic acceptance shall be admissible as evidence of such acceptance in any proceeding arising out of or relating to this Agreement. 

1. Communications Consent. By executing this Agreement, Client consents to receive communications from HDS, including without limitation project updates, invoices, status notifications, and marketing communications, via telephone, email, and SMS text message to the contact information provided by Client in this Agreement. Client acknowledges that standard message and data rates may apply to SMS communications. Client’s consent to receive marketing communications may be withdrawn at any time by providing written notice to HDS or by following the opt-out instructions contained in any such communication. Withdrawal of marketing communications consent shall not affect Client’s consent to receive project-related or transactional communications from HDS for the duration of the Project. Client’s communications consent is governed by HDS’s SMS Terms and Conditions and Privacy Policy, as published on HDS’s website and as may be updated from time to time, which are incorporated herein by reference.