Standard Terms and Conditions for Client Proposals and Contracts

 1. Contract Structure and Legal Binding

This document constitutes a binding contract between Danbi Inc. ("Contractor") and the Client for the project described in the accompanying proposal/estimate. By electronically signing, clicking to approve via Contractor’s digital portal or email invoicing system, returning an executed copy, or submitting an initial deposit/payment, the Client explicitly accepts the pricing, payment schedule, scope of work, listed exclusions, and legal terms detailed herein. Electronic signatures and digital approvals carry the same legal weight as a physical wet-ink signature pursuant to Florida law.

2. Concealed and Unforeseen Conditions

2.1. Customer acknowledges that concealed or latent conditions—including but not limited to deteriorated decking, subfloors, slab deficiencies, structural components, framing, plumbing, electrical systems, flashing, fascia, or ventilation components—may not be visible until existing surface materials are removed. Upon encountering any such unforeseen condition, or upon receiving a correction notice or additional structural/mechanical mandate from an Authority Having Jurisdiction (AHJ) during a municipal inspection, Contractor shall issue a written Change Order detailing the necessary remediation scope and a lump-sum price adjustment. No remedial work shall begin until the Change Order is executed.

2.2. If the parties, acting in good faith, cannot reach an agreement on the scope or lump-sum pricing of the required Change Order within five (5) business days of its submission, Contractor reserves the absolute right to suspend all construction operations immediately. Such suspension shall be deemed an excusable delay, and the project schedule shall be extended day-for-day. If the Change Order remains unexecuted for more than ten (10) consecutive calendar days following work suspension, such failure to agree shall constitute a material breach by the Client, and Contractor may, at its sole discretion, terminate this Agreement and seek recovery under Section 7.

3. Project Execution, Delays, & Payment Workflows

3.1. Change Orders: Additional work requested by Customer, required by municipal inspectors, or resulting from unforeseen conditions shall be performed strictly via a written Change Order. Any modifications, hidden deficiencies, or scope additions will be processed as lump-sum price adjustments. Work on Change Order items will not commence, nor will materials be ordered, until authorized in writing (or electronically approved) by the Client and paid in full, unless alternative milestone draws are explicitly detailed within that Change Order.

3.2. Substantial Completion: "Substantial Completion" is defined as the stage in the progress of the work when the project is sufficiently complete in accordance with the contract scope so that the Client can occupy or utilize the work for its intended use, or upon passing final municipal building inspection, whichever occurs first.

3.3. Owner Responsibilities & Excusable Delays: Progress is contingent upon timely delivery of owner-furnished materials, decisions, and/or services. Delays caused by missing owner materials, delayed decisions, severe weather/acts of God, supply chain shortages, or municipal permitting delays shall result in automatic project schedule extensions. Contractor shall not be held liable for any financial losses, storage fees, or secondary living expenses incurred by the Client resulting from owner-caused or excusable delays.

3.4. Payment Terms & Right to Stop Work: All standard milestone invoices and Change Order invoices are due immediately upon receipt. Early termination or administrative invoices issued under Section 7.1 govern independently of the original milestone schedule and are due immediately upon issuance. If any payment remains unpaid for more than five (5) business days after due date, Contractor reserves the right to suspend all work until account balance is brought current.

4. Insurance and Risk Allocation

4.1. The Contractor covenants and agrees to maintain Commercial General Liability insurance and Workers' Compensation insurance as required by Florida law for the duration of the project. Certificates of insurance are available upon written request. The Client shall maintain comprehensive property insurance covering the structure against fire, theft, vandalism, and environmental acts of God during construction. Contractor's liability for any property damage, physical loss, or claim arising from execution of this contract is strictly confined to covered events under Contractor's General Liability policy and shall not exceed maximum coverage limits of said policy. Contractor's insurance explicitly does not cover material defects of owner-supplied items, pre-existing structural issues, mold infestation, or hazardous materials.

5. Limited Workmanship Warranty

5.1. Contractor provides a 1-Year Limited Warranty on installation workmanship, beginning from the date of substantial completion. This warranty covers the contractor's direct labor executed under this agreement. It explicitly excludes material defects of products provided by others, subsequent structural settling or structural defects of pre-existing building, subsequent structural settling of pre-existing concrete slab or soils, pre-existing slab cracking, or damage resulting from moisture intrusion caused by owner neglect, failure to maintain, or subsequent trades.

6. Buyer's Right to Cancel (Statutory Three-Day Cooling-Off Period)

6.1. Pursuant to Florida law governing home solicitation and residential improvement, the Client has the right to cancel this Agreement without penalty by providing written notice to the Contractor delivered in person or postmarked via certified mail before midnight of the third business day following electronic or written approval of this contract. If a valid cancellation is executed within this three-day window, all deposits and payments made by the Client shall be refunded in full within ten (10) business days.

7. Cancellation After Three Business Days and Early Termination

7.1. Should the Client cancel this Agreement or terminate the project for convenience after midnight of the third business day following contract execution, or should Contractor terminate due to Client's material breach under Section 2.2, such action shall constitute a material breach of contract. In such event, Contractor shall be immediately entitled to a flat administrative fee equal to twenty-five percent (25%) of the total contract value to compensate for overhead and lost opportunity costs, plus one hundred percent (100%) reimbursement for all labor performed, materials purchased, staging costs incurred, and non-refundable obligations owed to subcontractors and material vendors up to the exact hour of written cancellation notice.

Additionally, all hours spent by Contractor or its designees consulting with Client, project planning, or coordinating administrative tasks prior to termination shall be billed and recovered at a rate of $300.00 per hour. Contractor shall have no further obligation to perform work, existing deposits held will be applied against total termination costs, and Client shall remain immediately liable for any remaining balance due upon receipt of invoice.

8. Dispute Resolution, Governing Law, and Venue

8.1. Any dispute, controversy, or claim arising out of or relating to this contract shall be governed by and construed in accordance with the laws of the State of Florida. The parties agree to attempt to resolve any issue informally through direct negotiation prior to formal proceedings.

8.2. If unresolved through negotiation, the parties agree to first endeavor to settle the dispute by mediation under the Florida Rules for Certified and Court-Appointed Mediators prior to filing a lawsuit. Mediation shall take place in Brevard County, Florida, and parties shall share mediator fees equally.

8.3. Pursuant to Section 47.025 of the Florida Statutes, any formal legal actions or lawsuits must be filed exclusively in a court of competent jurisdiction in and for Brevard County, Florida. Both parties explicitly waive any right to a trial by jury for any contractual or construction-related claims.

9. Allowances

9.1. Line items designated with a specific dollar amount labeled as an "Allowance" represent estimated budgets for materials or selections not finalized at contract execution. Because this Agreement is structured as a lump-sum, fixed-price contract, if the final cost of a selected allowance item is below the designated allowance amount, no refund or credit shall be provided to Client. Conversely, if selections exceed the allowance amount, Client shall be solely responsible for the difference. Contractor shall provide vendor invoice verification, and a lump-sum Change Order will be issued for the exact cost overage plus an additional twenty-five percent (25%) Contractor management/overhead fee calculated on the difference. No over-allowance materials shall be ordered or installed until the Change Order is executed and paid in full.

10. Mandatory Florida Statutory Disclosures

(Note: Under Florida Law, Section 10.1 MUST appear in at least 12-point, Bold, Capitalized text on the contract document).

10.1. Construction Lien Law Disclosure (Fl. Stat. § 713.015)

ACCORDING TO FLORIDA'S CONSTRUCTION LIEN LAW (SECTIONS 713.001-713.37, FLORIDA STATUTES), THOSE WHO WORK ON YOUR PROPERTY OR PROVIDE MATERIALS AND SERVICES AND ARE NOT PAID IN FULL HAVE A RIGHT TO ENFORCE THEIR CLAIM FOR PAYMENT AGAINST YOUR PROPERTY. THIS CLAIM IS KNOWN AS A CONSTRUCTION LIEN. IF YOUR CONTRACTOR OR A SUBCONTRACTOR FAILS TO PAY SUBCONTRACTORS, SUB-SUBCONTRACTORS, OR MATERIAL SUPPLIERS, THOSE PEOPLE WHO ARE OWED MONEY MAY LOOK TO YOUR PROPERTY FOR PAYMENT, EVEN IF YOU HAVE ALREADY PAID YOUR CONTRACTOR IN FULL. IF YOU FAIL TO PAY YOUR CONTRACTOR, YOUR CONTRACTOR MAY ALSO HAVE A LIEN ON YOUR PROPERTY. THIS MEANS IF A LIEN IS FILED YOUR PROPERTY COULD BE SOLD AGAINST YOUR WILL TO PAY FOR LABOR, MATERIALS, OR OTHER SERVICES THAT YOUR CONTRACTOR OR A SUBCONTRACTOR MAY HAVE FAILED TO PAY. TO PROTECT YOURSELF, YOU SHOULD STIPULATE IN THIS CONTRACT THAT BEFORE ANY PAYMENT IS MADE, YOUR CONTRACTOR IS REQUIRED TO PROVIDE YOU WITH A WRITTEN RELEASE OF LIEN FROM ANY PERSON OR COMPANY THAT HAS PROVIDED TO YOU A “NOTICE TO OWNER.” FLORIDA'S CONSTRUCTION LIEN LAW IS COMPLEX, AND IT IS RECOMMENDED THAT YOU CONSULT AN ATTORNEY.

10.2. Construction Defects Notice of Claim Disclosure (Fl. Stat. § 558.005)

CHAPTER 558, FLORIDA STATUTES, CONTAINS IMPORTANT REQUIREMENTS YOU MUST FOLLOW BEFORE YOU MAY BRING ANY LEGAL ACTION FOR AN ALLEGED CONSTRUCTION DEFECT IN YOUR HOME. SIXTY DAYS BEFORE YOU BRING ANY LEGAL ACTION, YOU MUST DELIVER TO THE OTHER PARTY TO THIS CONTRACT A WRITTEN NOTICE, REFERRING TO CHAPTER 558, OF ANY CONSTRUCTION CONDITIONS YOU ALLEGE ARE DEFECTIVE AND PROVIDE SUCH PERSON THE OPPORTUNITY TO INSPECT THE ALLEGED CONSTRUCTION DEFECTS AND TO CONSIDER MAKING AN OFFER TO REPAIR OR PAY FOR THE DEFECTS. YOU ARE NOT OBLIGATED TO ACCEPT ANY OFFER WHICH MAY BE MADE. THERE ARE STRICT DEADLINES AND PROCEDURES UNDER FLORIDA LAW.

10.3. Homeowners’ Construction Recovery Fund Disclosure (Fl. Stat. § 489.1425)

PAYMENT MAY BE AVAILABLE FROM THE FLORIDA HOMEOWNERS' CONSTRUCTION RECOVERY FUND IF YOU LOSE MONEY ON A PROJECT PERFORMED UNDER CONTRACT, WHERE THE LOSS RESULTS FROM SPECIFIED VIOLATIONS OF FLORIDA LAW COMMITTED BY A LICENSED CONTRACTOR. FOR MORE INFORMATION ABOUT THE RECOVERY FUND AND FILING A CLAIM, CONTACT THE FLORIDA CONSTRUCTION INDUSTRY LICENSING BOARD AT THE DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION.