Project Agreement
Project Agreement
This Project Agreement (the "Agreement") is entered into by and between Toysport Automotive LLC, a limited liability company organized under the laws of the State of Idaho, with its principal place of business at 504 East 43rd Street Suite 6, Garden City, ID 83714 (the "Company")
Recitals
WHEREAS, the Company specializes in automotive service/maintenance, engine building, custom fabrication, forced induction, brakes & suspension, motorsport preparation/support, product development, and research & development;
WHEREAS, the Customer desires to engage the Company to perform certain services (the "Project")
WHEREAS, the parties wish to define the terms and conditions under which the Company will provide such services;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Scope of Services
The Company agrees to provide the Customer with services related to the Project, which may include, but are not limited to, consultation, project planning, research, fabrication, general labor, and installation of parts or components. The exact scope of work will be determined during the initial consultation and may evolve based on the Customer's needs and the Company's recommendations. All services will be performed at the Company's facility in Garden City, ID, or as otherwise agreed upon in writing. The Company operates by appointment only, and all work will be scheduled accordingly.
Additional services such as motorsport wiring, wiring harness fabrication, dyno tuning, street tuning, and general vehicle electronics calibrations are handled and invoiced by MFT Solutions, LLC.
2. Estimates
Any estimates provided by the Company for parts, labor, or total project costs are preliminary approximations based on the information available at the time of the estimate and are intended for informational purposes only. Estimates are not binding, fixed-price quotes, and do not guarantee or indicate the final cost of the Project. Actual costs may vary significantly due to unforeseen circumstances, changes in scope, fluctuations in material prices, additional labor requirements, or other factors beyond the Company's control. The Customer acknowledges and agrees that they will be responsible for all actual costs incurred, regardless of any initial estimates provided.
3. Billing and Payment Terms
Projects will be billed on a weekly basis every Friday for all work performed, parts ordered, and any other expenses incurred during that week. Invoices will be sent to the Customer via email or other agreed-upon method. Payment in full is due by the following Monday to ensure uninterrupted continuation of work on the Project. Failure to make timely payment may result in suspension of services until payment is received, and the Company reserves the right to charge late fees on overdue amounts at a rate of 15% on all invoices 30 days past due, late fees are compounding each additional period of 30 days until the balance is paid. All payments must be made in U.S. dollars via [ Accepted Payment Methods, e.g., credit card, bank transfer, or check]. The Customer is responsible for any applicable taxes, fees, or charges associated with the payments.
4. Hourly Rates
The Company's current hourly rates for services are as follows (subject to change at the Company's discretion with prior notice to the Customer where feasible):
General Labor: $160 per hour
Street Tuning and General Calibration: $160 per hour
Dyno Tuning: $185 per hour
Fabrication: $185 per hour
Consultation, Project Planning, and Research: $80 per hour
Rates are billed in increments of 15 minutes, with a minimum charge of $150 per session where applicable. The Company may adjust these rates periodically to reflect changes in operational costs, market conditions, or other factors, and any such changes will apply to ongoing work unless otherwise specified.
5. Initial Consultation and Planning Fee
All Projects are subject to an initial non-refundable consultation and planning fee of $320. This fee covers the Company's time and resources dedicated to evaluating the Customer's request, providing initial estimates for parts and labor, and outlining a preliminary plan for the Project. Payment of this fee is required prior to the commencement of any detailed work or scheduling. The fee is non-refundable regardless of whether the Customer proceeds with the Project, as it compensates the Company for the expertise and effort invested in the initial phase. If the customer would like to proceed and the initial consultation is paid, 50% of the fee will be applied to the first invoice of work performed on the project.
6. Parts and Labor Policies
6.1 Company's Right to Refuse Parts
The Company reserves the right, in its sole and absolute discretion, to refuse to install, integrate, or otherwise work with any Customer-supplied parts, components, hardware, electronics, or parts sourced or requested by the Customer. Such refusal may be based on factors including, but not limited to, incompatibility with the Project, potential safety risks, insufficient quality or durability, non-compliance with industry standards, or any other concerns that could compromise the integrity of the work, the vehicle's performance, or the Company's professional standards. In the event of such refusal, the Customer will be notified promptly, and alternative options may be discussed, subject to the applicable rates and terms outlined herein.
6.2 Customer-Supplied Parts
If the Customer provides their own parts, components, hardware, or electronics for installation or integration into the Project, a specialized labor rate of $215 per hour will apply to all work related to those items. This rate accounts for additional time and potential complexities involved in verifying compatibility, quality, and integration of non-Company-sourced materials. The Company does not warrant or guarantee the performance, suitability, or durability of Customer-supplied parts.
6.3 Company-Specified Parts Sourced Elsewhere
In the event that the Company specifies certain parts, components, hardware, or electronics on an estimate or invoice and informs the Customer that the Company is an authorized dealer for such items, and the Customer elects to source those items from another party, the labor rate for installation or work related to those parts will automatically be $215 per hour. This policy ensures fair compensation for the Company's expertise in selection and procurement, while discouraging circumvention of the Company's dealership relationships.
6.4 General Parts Procurement
For parts sourced by the Company, the Customer will be charged the actual cost plus a reasonable markup to cover handling, shipping, and administrative expenses. The Company will make reasonable efforts to source high-quality, compatible parts, but ultimate responsibility for part selection lies with the Customer's approval.
7. Warranties and Liabilities
The Company warrants that all services will be performed in a professional and workmanlike manner consistent with industry standards for motorsport services. However, due to the custom and high-performance nature of the work, no express or implied warranties are provided regarding the final outcomes, vehicle performance, or longevity of modifications, unless explicitly stated in writing. The Customer assumes all risks associated with motorsport activities, including but not limited to vehicle damage, personal injury, or property loss. The Company's liability under this Agreement shall not exceed the total amount paid by the Customer for the Project. The Company shall not be liable for any indirect, consequential, or punitive damages.
8. Termination
Either party may terminate this Agreement upon written notice if the other party materially breaches any term herein and fails to cure such breach within [e.g., 10 days] of notice. Upon termination, the Customer shall pay for all services rendered and expenses incurred up to the date of termination.
9. Governing Law
This Agreement shall be governed by the laws of the State of Idaho, without regard to conflict of laws principles. Any disputes arising hereunder shall be resolved in the courts located in Ada County, Idaho.
10. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Any amendments must be in writing and signed by both parties.