The terms that apply to an order

This Services Agreement (this "Agreement") is between AVERBROOK LLC, a New York limited liability company, New York Department of State ID 7989740 ("Averbrook"), and the community association management company that places an order (the "Client"). It takes effect on the date Client places its first Order (the "Effective Date").

Acceptance. Client accepts these Terms by placing an Order. There is nothing to sign. Averbrook confirms acceptance of each Order in writing, and the Order and that confirmation together record what Client agreed to and when.

Background, in one paragraph: Client manages community associations and housing cooperatives and is asked, in connection with mortgage transactions, to complete condominium and cooperative project questionnaires. Averbrook runs a production desk that prepares draft questionnaire packages from documents Client provides, for Client's own review, signature, and delivery. This Agreement sets the terms for that work.

1. The Services

1.1 What Averbrook prepares. Averbrook prepares draft condominium project questionnaire packages and draft cooperative project questionnaire packages (standard agency questionnaire forms, the agency addendum that applies to both project types, and lender variants of them) and assembles the supporting documents that accompany them, working from the documents and information Client provides (the "Source Documents"). Each completed draft, with its supporting assembly, is a "Package." Condominium and cooperative projects are answered against different agency requirements; the Package states which requirements were applied and which were not applicable to the project type.

1.2 Orders are placed online. Client places an order through the online order form Averbrook provides (an "Order"). Averbrook confirms acceptance of each Order in writing. Orders are not taken by telephone, and an emailed request is not an Order until it has been entered on the order form, which Averbrook will do for Client on request. The Services cover lender questionnaire packages only, for condominium and cooperative projects; Averbrook may decline, in writing, any Order outside that scope. Board packages, transfer packages, admissions packages and sublease applications are outside the Services.

1.3 Review before delivery. Averbrook checks every Package against the applicable agency requirements before delivering it to Client.

1.4 Flagged items. Where the Source Documents do not support a clean answer, the Package states the answer the documents do support, flags the gap, and says what would resolve it. Flagged items are part of the deliverable, not a defect in it.

1.5 Client's brand. Packages are prepared for delivery under Client's own name and branding. Averbrook does not require any credit, logo, or mention.

2. What the Services are not

2.1 Not legal advice. Averbrook is not a law firm, does not practice law, and does not provide legal advice or statutory interpretation. Where a question on a form calls for legal judgment, the Package flags it rather than answering it. Nothing in this Agreement or in any Package creates an attorney-client relationship.

2.2 Not insurance advice. Averbrook is not an insurance agency, producer, or broker and does not provide insurance advice. Insurance information in a Package is transcribed from the documents Client provides; Averbrook does not advise on the adequacy, suitability, or compliance of any coverage.

2.3 Not an eligibility determination. Averbrook does not determine, predict, or certify any project's eligibility for any loan program. Those determinations belong to lenders and the agencies, in their own systems, and Averbrook does not promise any outcome from any of them.

2.4 Drafts only; Averbrook issues nothing. Every Package is a draft prepared for Client's review. Averbrook never issues, transmits, or certifies any document to a lender, a buyer, a unit owner, an association, or a public record. Client delivers everything.

2.5 The Designated Manager is the preparer of record. For each community, Client designates a manager (the "Designated Manager") who reviews each Package, corrects it as needed, and signs it before any use. The Designated Manager, not Averbrook, is and remains the preparer of record for every document produced under this Agreement.

3. Client responsibilities

3.1 Source Documents. Client provides Source Documents that are, to Client's knowledge, accurate, complete, and current, and Client confirms it has the right to provide them to Averbrook for this purpose.

3.1a How documents are sent. Client uploads Source Documents through the secure upload link Averbrook provides with each Order. Averbrook does not ask Client to email documents and asks Client not to; an upload link keeps the file set together with its Order and out of ordinary mail.

3.1b No personal information about unit owners. Averbrook's work needs counts and totals, not people. Client does not send Averbrook unit owner names, account numbers, Social Security numbers, or payment details, and where a document such as a delinquency report contains them, Client sends the count and the total instead, or removes those columns first. If a document Client sends contains such information anyway, Averbrook may redact or delete it without notice and continues under Section 6.

3.2 Timely responses. Client responds promptly to Averbrook's consolidated list of missing or unclear items and to other written questions. Turnaround under Section 5 depends on it.

3.3 Review and signature. Client will not use, deliver, or permit reliance on any Package that its Designated Manager has not reviewed, corrected as needed, and signed. This obligation is the heart of the arrangement and survives every delivery.

3.4 Delivery is Client's. Client is solely responsible for delivering signed documents to lenders, closing agents, or anyone else, and for meeting any deadline owed to a third party.

3.5 One channel; Averbrook contacts no one. All communication about the Services runs between Averbrook and Client. Averbrook will not contact the association, its board or members, its vendors, its insurance agent, any lender, or any other third party about Client's work: not to chase a document, not to clarify an answer, not to introduce itself. Every question goes to Client and every answer comes from Client. Reviewing public records (for example county records, court dockets, or flood maps) is not contact under this Section.

4. Fees and payment

4.1 Price card. Fees are set out in the price card attached as Exhibit A. Exhibit A is part of this Agreement and changes only under Section 10.4.

4.2 First Package free. Client's first Package under this Agreement is free of charge, with no minimum commitment and no obligation to place further Orders.

4.3 No rush fees. There are no rush fees and no expedite tier. Every Order runs at the same speed for the same price.

4.4 Free corrections, no time limit. If a lender questions a Package, or if Client finds an error in Averbrook's work, Client sends Averbrook what is needed and Averbrook corrects and redelivers the Package at no charge, whenever that happens. Corrections under this Section are part of the original Order, not a new one. Re-answering a Package because the community's figures have changed since delivery is not a correction; that is a refresh at the price on the card.

4.5 Invoicing and payment, online. Averbrook invoices Client on delivery of each paid Package. Each invoice carries a payment link and is paid online by card or bank transfer; Averbrook does not accept checks and does not take card details by email or telephone. Invoices are due net 15 days from the invoice date. Averbrook bills only Client and never bills an association, a unit owner, a title company, or a lender. Averbrook may decline new Orders while any invoice is more than 15 days past due.

4.5a Card data. Payments are processed by Averbrook's payment processor. Averbrook does not receive, handle, or store Client's card or bank account numbers.

4.6 Taxes. Prices exclude any sales or similar tax the law requires Averbrook to collect, which if applicable is added to the invoice.

5. Turnaround

5.1 The window. Averbrook delivers each Package within 1-2 business days after intake for that Order is complete. "Business hours" are hours falling on a business day, and a "business day" is any day other than a Saturday, a Sunday, or a federal holiday.

5.2 When the clock starts. Intake for an Order is complete when Averbrook has received every item on the intake list for that Order and has confirmed so to Client in writing. The turnaround clock starts at that written confirmation, and not before.

5.3 Incomplete intake. If the document set is incomplete, Averbrook sends Client one consolidated list of what is missing within the same 1-2 business day window, rather than piecemeal requests. The clock starts when the last item arrives and Averbrook confirms completeness in writing.

6. Document handling

6.1 Limited use. Averbrook uses Source Documents only to produce the Packages Client ordered for that association, and for nothing else. They are not sold, not shared outside the people producing and reviewing Client's Packages, and never used for any other client's work.

6.2 Security. Source Documents travel over the encrypted upload link described in Section 3.1a, are stored encrypted at rest and in transit, and access is limited to the people working on that community's Orders.

6.2a Delivery. Completed Packages are delivered through the same account, as a download rather than as an open attachment, so that a Package is available to the people Client authorizes and not to anyone who is forwarded a message.

6.3 Retention. Averbrook keeps a community's file between Orders only so that a repeat Order is a short refresh instead of a full re-onboarding. If Client prefers, Client may direct in writing that documents be deleted after each Order, and Averbrook will do so.

6.4 Deletion on request. On Client's written request, Averbrook deletes a community's file, or a single Order's documents, and confirms the deletion to Client in writing. Averbrook may retain only what the law requires it to keep and minimal business records of the work performed (for example invoices and delivery logs), which remain subject to Section 6.1.

7. Reliance and limits on liability

7.1 Averbrook relies on what Client sends. Client acknowledges that Averbrook works from the Source Documents and the information Client provides, and does not independently verify facts outside them. Where Averbrook checks public records, it does so as a quality measure only; those checks do not shift responsibility for the accuracy or completeness of Source Documents, which stays with Client.

7.2 Performance standard; no other promises. Averbrook will perform the Services carefully, professionally, and in accordance with this Agreement. Beyond that, Averbrook makes no warranty of any kind, and specifically does not promise that any lender or agency will accept a Package, approve a loan, or find a project eligible.

7.3 Cap. Averbrook's total liability arising out of or relating to a Package is limited to the fees Client actually paid Averbrook for that Package. For any claim not tied to a specific Package, Averbrook's total liability is limited to the fees Client paid Averbrook in the three months before the event giving rise to the claim.

7.4 No consequential damages. Neither party is liable to the other for indirect, incidental, consequential, special, or punitive damages, or for lost profits, lost business, or loss of data, even if advised such losses were possible.

7.5 Carve-out. Sections 7.3 and 7.4 do not apply to a party's willful misconduct.

7.6 Insurance. Averbrook maintains errors and omissions (professional liability) insurance appropriate to the Services and will provide a certificate of insurance on Client's written request. This Section does not modify Section 7.3, and no policy limit is or becomes a measure of Averbrook's liability under this Agreement.

8. Indemnification

8.1 By Client. Client will defend and indemnify Averbrook, its members, and its personnel against third-party claims, and the resulting losses and reasonable costs including attorneys' fees, to the extent arising from (a) errors, omissions, or inaccuracies in the Source Documents or other information Client provided, or (b) Client's review, correction, signing, use, or delivery of any Package or other document prepared under this Agreement, except in each case to the extent caused by Averbrook's willful misconduct.

8.2 By Averbrook. Averbrook will defend and indemnify Client against third-party claims, and the resulting losses and reasonable costs including attorneys' fees, to the extent arising from Averbrook's willful misconduct.

8.3 Procedure. The party seeking indemnity gives prompt written notice, lets the indemnifying party control the defense and settlement, and cooperates reasonably at the indemnifying party's expense. No settlement that admits fault for, or imposes obligations on, the other party may be made without that party's written consent.

9. Term and termination

9.1 Month to month. This Agreement runs month to month from the Effective Date and renews automatically.

9.2 Termination. Either party may terminate this Agreement at any time by written notice to the other. Termination is effective on receipt of the notice, or on any later date the notice states.

9.3 Orders in flight complete. Orders accepted before termination takes effect are completed and delivered under this Agreement, and paid for under Exhibit A, unless the parties agree otherwise in writing.

9.4 Survival. Amounts owed, and Sections 2, 3.3, 6, 7, 8, and 10, survive termination.

10. General terms

10.1 Governing law. New York law governs this Agreement, without regard to its conflict-of-laws rules.

10.2 Disputes.

Any dispute arising out of or relating to this Agreement will be resolved exclusively in the state courts sitting in Dutchess County, New York, or in the federal court for the district that includes Dutchess County, and each party consents to venue and personal jurisdiction there. Nothing in this Section prevents either party from bringing a qualifying claim in small claims court.

10.3 Entire agreement. This Agreement, Exhibit A, and accepted Orders are the entire agreement between the parties about the Services and replace all prior discussions. If an Order conflicts with this Agreement, this Agreement controls unless both parties have signed the Order and it says it controls.

10.4 Changes to these Terms. Averbrook may change these Terms, including Exhibit A, by posting an updated version at averbrook.com/terms. A change applies only to Orders placed after it is posted, never to an Order already placed or in progress, and the version in force when Client placed an Order governs that Order. Averbrook keeps prior versions and provides one on request.

10.5 No assignment. Neither party may assign this Agreement without the other's prior written consent, and an attempted assignment without consent is void. The Agreement binds and benefits the parties and their permitted successors.

10.6 Notices. Notices under this Agreement are in writing and sent by email to the address on Client's Order (or an updated address given by notice), and to Averbrook at the address on this site. A notice is effective when sent, or if sent outside business hours, at the start of the next business day.

10.7 Independent contractor. Averbrook is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other.

10.8 Severability; no waiver. If any part of this Agreement is unenforceable, the rest stands. Not enforcing a term on one occasion does not waive it for another.

10.9 Record of acceptance. Client's Order, and Averbrook's written confirmation of it, are the record that Client accepted these Terms, and each party agrees that record is admissible to the same extent as a signed original. Either party may request a copy of these Terms, or of the version in force on the date of any Order, at any time and at no charge. Where Client's own procurement rules require a signed vendor agreement, Averbrook will sign one on request.

Exhibit A: Price card

All prices are per Package and are billed to Client only.

*End of agreement, version 1.4.*

Version 1.5. This page and the signable agreement come from one source, so the two cannot say different things.