Service Agreement

CHIMNEY EXPERTS, LLC – MASTER SERVICE AGREEMENT

This Master Service Agreement (the “Agreement”) is entered into as of the last date signed below (the “Effective Date”) by and between Chimney Experts, LLC, a Kentucky limited liability company whose principal place of business is 14216 Halden Ridge Way, Louisville, Kentucky 40245 (“Company,” “we,” or “us”), and the undersigned customer (“Client,” “you,” or “your,” and together with Company, the “Parties”).

1.1 Job Estimate. A written scope of work, materials list, and price proposal issued by Company for a specific project. Each Job Estimate that is accepted by Client (by signature, electronic approval—including approval through the Jobber client portal or app—or payment of the Retainer) is incorporated into and governed by this Agreement. Each Job Estimate that is accepted by Client (by signature, electronic approval, email confirmation, or payment of the Retainer) is incorporated into and governed by this Agreement.

1.2 Services. All labor, materials, equipment, inspections, reports, and deliverables described in an accepted Job Estimate, including but not limited to chimney rebuilds, repairs, flashing replacement, inspections, cleanings, waterproofing, stove or liner installations, and related consulting.

1.3 Substantial Completion. The date on which the Services are sufficiently complete, in Company’s reasonable judgment, so that the primary function of the project can be used or occupied for its intended purpose.

1.4 Transfer. A one‑time conveyance of the real property where the Services were performed to a new owner.

1.5 Reasonable Time. Because Company crews are commonly booked several weeks in advance, “reasonable time” as used throughout this Agreement means the earliest practicable scheduling window in the ordinary course of Company’s operations—taking into account existing commitments, weather constraints, and material lead times—but in no event more than sixty (60) calendar days after Company determines that work or warranty service is required, unless further delayed by a force‑majeure event under §4.3.

2.1 Performance Standard. Company shall perform the Services in a workmanlike manner consistent with industry best practices, National Fire Protection Association (NFPA) 211, the International Residential Code (IRC), and applicable manufacturer instructions.

2.2 Client‑Provided Information. Company is entitled to rely on any drawings, roof or contractor reports, prior repair documentation, or other information supplied by Client. Recommendations based on that information are only as accurate as the information provided. We do not dismantle building components (e.g., roof decking, wall coverings) unless expressly included in the Job Estimate; therefore, hidden conditions may exist for which we bear no responsibility.

2.3 Limitations When Full Access Is Not Granted. Unless Company removes and reinstalls every component of the chimney system (including but not limited to flashing, roofing, decking, framing, interior flue surfaces, and adjacent waterproofing), Company cannot guarantee correction of existing or future water intrusion, vapor drive, or structural issues outside the specific area we touch.

2.4 Change Orders. Any additions, deletions, or deviations from a Job Estimate must be documented by a written change order signed or otherwise approved by both Parties. Change Orders may extend completion timelines and will be billed at prevailing rates.

3.1 Price. Client shall pay the total contract price stated in the accepted Job Estimate, as adjusted by approved Change Orders.

3.2 Non‑Refundable Retainer (50%). A non‑refundable Retainer equal to fifty percent (50%) of the contract price is due upon acceptance of each Job Estimate or upon the first material delivery to the site, whichever occurs first. The Retainer secures scheduling, administrative time, and the purchase of special‑order materials and will be credited against the final invoice only if this Agreement is completed without breach. If, in the Company’s reasonable judgment, the Client cancels, materially breaches, or otherwise voids this Agreement, the Retainer is forfeited in full and the Client shall immediately pay an additional sum equal to twenty‑five percent (25%) of the contract price as liquidated damages.

3.3 Progress Payments. Company may invoice for progress payments proportional to work completed and materials staged. Unless otherwise stated in the Job Estimate, the balance is due upon Substantial Completion but no later than seven (7) calendar days thereafter. Progress Payments. Company may invoice for progress payments proportional to work completed and materials staged. Unless otherwise stated in the Job Estimate, the balance is due upon Substantial Completion but no later than seven (7) calendar days thereafter.

3.4 Late Payments & Collection. Amounts not paid when due accrue interest at one and one‑half percent (1.5%) per month (18% APR) or the maximum rate allowed by law, whichever is less. Client is liable for all collection costs, including reasonable attorneys’ fees, lien filing fees, and court/arbitration costs. Company may file a mechanic’s lien and report delinquency to credit bureaus after seven (7) days of non‑payment.

3.5 Liquidated Damages for Client‑Caused Delay or Cancellation. 

If Client (i) cancels this Agreement after expiration of the statutory right to cancel, or (ii) materially interferes with or prevents Company from performing, Client shall pay liquidated damages equal to twenty‑five percent (25%) of the contract price plus the Retainer, which the Parties agree is a reasonable estimate of scheduling, mobilization, and lost‑opportunity costs that would be impractical to calculate precisely.

4.1 Company‑Controlled Scheduling. All start and completion dates furnished by Company are good‑faith estimates and may shift due to weather or other factors; nevertheless, Client agrees to work within Company’s timeline and crew availability. Client shall provide uninterrupted access to the Property at the dates and times designated by Company and shall avoid actions that impede progress.

4.2 Client‑Requested Delay. Client may request one postponement of the project start date, or a pause during the project, for a period not to exceed seven (7) consecutive calendar days, by giving Company written notice at least forty‑eight (48) hours in advance. Any delay that (a) exceeds seven consecutive days, or (b) constitutes a second delay request, shall be deemed a material interference under §3.5. In such case, (i) the Retainer is forfeited in full, and (ii) Client shall immediately pay additional liquidated damages equal to twenty‑five percent (25 %) of the contract price.

4.3 Force Majeure. Neither Party is liable for delays or inability to perform caused by events beyond its reasonable control, including acts of God, fire, flood, epidemic, war, labor disputes, government orders, or unavailability of critical materials. The time for performance will be extended for the period of delay. Force Majeure. Neither Party is liable for delays or inability to perform caused by events beyond its reasonable control, including acts of God, fire, flood, epidemic, war, labor disputes, government orders, or unavailability of critical materials. Time for performance will be extended for the period of delay.

5.1 Manufacturer Warranties. Client’s sole and exclusive remedy for defective materials is against the manufacturer under applicable warranty terms. COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTY AS TO MATERIALS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.2 Five‑Year Transferable Labor Warranty. Company warrants that its workmanship will be free from defects for five (5) years from the date of Substantial Completion (the “Warranty Period”). This labor warranty automatically transfers to a subsequent owner one (1) time upon sale of the property during the Warranty Period, provided (i) Client delivers this Agreement and proof of purchase to the new owner, and (ii) Company is notified in writing within thirty (30) days of the transfer.

5.3 Warranty Conditions. The labor warranty is conditioned on (a) Client obtaining and documenting annual NFPA 211 Level I or higher chimney inspections by Company or another qualified professional; (b) timely repair of any issues identified in those inspections; and (c) Client’s compliance with all operating instructions. Failure to meet these conditions voids the labor warranty.

5.4 Exclusions. The labor warranty does not cover: (i) material defects; (ii) damage caused by misuse, abuse, accident, fire, flood, wind, seismic activity, or other acts of nature; (iii) normal wear, efflorescence, or cosmetic issues that do not affect structural integrity; (iv) work or alterations performed by anyone other than Company; or (v) water intrusion originating outside the specific areas Company repaired, rebuilt, or waterproofed.

5.5 Warranty Service. All warranty claims must be submitted in writing within ten (10) days of discovery and within the Warranty Period. Company retains the sole and exclusive right to determine, in its professional judgment, whether the reported condition constitutes a defect in workmanship that qualifies for warranty repair or replacement. Company will inspect and, if covered, repair or replace defective workmanship within a reasonable time. This Section states Client’s exclusive remedy and Company’s entire liability for warranty claims.

5.6 Concrete Cracks – Disclaimer & Courtesy Treatment. Normal shrinkage, thermal, or settlement cracks in concrete pads, crowns, or other cementitious elements are considered cosmetic and are expressly excluded from all warranties. If, in Company’s professional judgment, a crack is wide or deep enough to jeopardize durability or allow water intrusion, Company may, as a one‑time courtesy, seal the fissure with a high‑performance elastomeric polymer sealant. This treatment does not extend, create, or imply any additional warranty.

6.1 Consequential Damages Waiver. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS, OR DIMINUTION IN PROPERTY VALUE, ARISING FROM OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Aggregate Liability Cap. Company’s total liability for any and all claims arising out of or related to this Agreement shall not exceed the amount actually paid by Client to Company for the specific Job Estimate giving rise to the claim.

6.3 Indemnification. Client shall defend, indemnify, and hold harmless Company and its members, managers, employees, and subcontractors from and against any third‑party claims, losses, or liabilities arising out of (i) Client’s breach of this Agreement; (ii) Client’s negligence or willful misconduct; or (iii) hazards, unsafe conditions, or code violations existing on the property that were not created by Company.

7.1 Chimney Leaks & Water Intrusion. Chimney systems interface with many other building parts—roofing, gutters, siding, windows, masonry, and interior finishes—so moisture can move in complex, hidden paths. Unless the Job Estimate specifically states in writing that a certain leak is “GUARANTEED TO STOP,” the Company makes no promise that water intrusion will be completely eliminated by the initial scope of work. We will use our best industry practices to stop the leak on the first attempt; however, the Client understands that the true source may lie in areas the Company did not open, disturb, or repair. Accordingly, unless expressly included in the Job Estimate, the Company is not responsible for diagnosing or correcting leaks that originate from or migrate through roofing, siding, windows, gutters, masonry above or below the worked area, or hidden interior passages. Because leak sources can be intermittent and concealed, the Client acknowledges that water intrusion may persist or recur after the Services. Any follow‑up inspections, water‑testing, or additional repairs required to locate or halt such leaks will constitute a new scope of work and will be billed separately.

7.2 Flashing Installed by Others. If new roofing, flashing, siding, or other work is performed by a third‑party contractor, Client must ensure proper integration with Company’s work. Company is not liable for deficiencies in work performed by others.

7.3 Chimney Caps. Company installs caps per manufacturer instructions. Caps may loosen or detach due to extreme weather, animal interference, or structural movement. Client is responsible for periodic inspection and re‑securing of caps. Company provides no guarantee that an existing cap removed for access can be refastened if prior installers used caulk or unconventional fasteners.

7.4 Cleaning Limitations. Rotary or hand cleaning removes the majority of soot and creosote reachable with industry‑standard tools; however, Company does not warrant complete removal. Glazed creosote or hardened deposits may require chemical or mechanical treatments not included in standard cleaning. Post‑cleaning fires or odors caused by residual creosote are outside Company’s responsibility.

7.5 Subcontractors. Company may subcontract portions of the Services to qualified, licensed professionals who meet or exceed Company’s standards. Company remains responsible for coordination and workmanship under this Agreement.

7.6 Photographs & Marketing. Client grants Company permission to photograph or video the work site before, during, and after the Services for documentation, training, and marketing. Identifying client information will be obscured unless Client consents otherwise.

7.7 Safety & Access. Client shall provide safe, unobstructed access to the work areas, including clearing hearths, moving furniture, and ensuring pets or children are secured. Client shall maintain homeowner’s insurance covering risks associated with the Services.

7.8 Threats, Abuse, or Harassment—Definitions & Remedies. For purposes of this Agreement:

• “Harassment” means any hostile, profane, or degrading language; repeated phone calls, texts, emails, or social‑media messages after the Company has asked the sender to stop; or any conduct that a reasonable person would find intimidating or offensive.
• “Nagging” means more than two (2) status requests or non‑essential messages about the same issue within one business day after the Company has provided a reasonable update, where such repetition disrupts the crew’s focus or office workflow.
• “Threat” means any statement or action—express or implied—indicating an intent to harm the Company’s personnel, property, or reputation, or to file unwarranted complaints or negative reviews to coerce the Company.
• “Demand” means an ultimatum for extra work, price reductions, or altered terms that is not supported by the Agreement or an executed Change Order.

These definitions apply equally to the Client, the Client’s spouse, co‑owners, relatives, guests, or agents.

Company reserves the right to suspend or terminate Services immediately if the Client or any associated party engages in threatening, abusive, coercive, or harassing conduct toward Company personnel. In such case, all sums earned to date—including the non‑refundable Retainer—become immediately due, the Retainer is forfeited in full, and, as liquidated damages under §3.5, the Client shall promptly pay an additional amount equal to twenty‑five percent (25 %) of the contract price. The Company may pursue any other damages or remedies allowed by law.

7.9 Single Point of Contact. Client shall name one person in writing (the “Authorized Contact”) who has full authority to make decisions, approve changes, sign documents, and speak for all owners, spouses, and other interested parties. Company will rely exclusively on directions, approvals, and information that come from the Authorized Contact. Instructions, questions, or commentary from anyone else may, at Company’s option, be disregarded until confirmed by the Authorized Contact. If conflicting directions, persistent “nagging,” or disruptive behavior arises from parties other than the Authorized Contact, Company may pause work until the Authorized Contact provides clear, written guidance—or, if the conduct continues, terminate the Agreement under §7.8. Any resulting delay or additional cost is the Client’s responsibility.  

8.1 Termination for Cause. • Company Right. The Company may terminate this Agreement for cause if the Client materially breaches any provision—including non‑payment, access denial, or harassment—and fails to cure within ten (10) days after written notice. Upon termination, all sums earned to date, the non‑refundable Retainer, liquidated damages under §3.5, and reasonable demobilization costs become immediately due. • **Client Right. The Client may terminate this Agreement for cause only if the Company fails to mobilize and begin on‑site work within thirty (30) days of the scheduled start date and then fails to mobilize within ten (10) days after receiving written notice from the Client. If the Client terminates under this Section, the Company will refund any unused portion of the Retainer after deducting the value of labor performed, materials purchased, and mobilization costs to date. No other Client termination right exists.

8.2 Limited Client Right to Stop Work. The Client may request that the Company stop work only if BOTH of the following are true: (a) the written stop‑work notice is received by the Company not later than forty‑eight (48) hours before the scheduled start of on‑site work and (b) the notice is given no later than three (3) calendar days after the Client paid the Retainer. If these two conditions are met, the Company will cease work and the Client’s Retainer is forfeited in full; no additional liquidated‑damages fee will be charged.

8.3 Cancellation Outside the Allowed Window. Any attempt by the Client to cancel or stop work after the window described in Section 8.2 is a material breach and triggers the liquidated‑damages provisions of Section 3.5 in addition to forfeiture of the Retainer.

8.4 Company Termination for Convenience. The Company may, at its discretion, terminate this Agreement without cause by providing written notice to the Client. In that event, the Company will refund the unused portion of the Retainer after deducting the value of labor performed, materials purchased, and mobilization costs to date.

9.1 Mediation. The Parties shall first attempt to resolve any dispute arising out of this Agreement through non‑binding mediation in Louisville, Kentucky, administered by the American Arbitration Association (“AAA”) or another mutually agreed mediator. Each Party shall bear its own mediation costs; mediator fees are split equally.

9.2 Binding Arbitration. If mediation fails, disputes shall be finally resolved by binding arbitration administered by the AAA under its Construction Industry rules, held in Louisville, Kentucky, before a single arbitrator. Judgment on the award may be entered in any court with jurisdiction. CLIENT WAIVES THE RIGHT TO LITIGATE IN COURT OR TO A JURY TRIAL.

9.3 Collections Exception. Company may, at its sole option, pursue collection of unpaid amounts via small‑claims court, mechanic’s lien foreclosure, or any other process permitted by law.

10.1 Entire Agreement. This Agreement, together with each accepted Job Estimate and any executed Change Orders, constitutes the entire agreement between the Parties and supersedes all prior proposals or communications.

10.2 Amendments. No amendment or waiver is effective unless in writing and signed by both Parties.

10.3 Severability. If any provision is held unenforceable, the remaining provisions will remain in full force and be construed to fulfill the Agreement’s purpose.

10.4 Assignment. Client may not assign this Agreement without Company’s prior written consent, except for the one‑time warranty Transfer under Section 5.2. Company may assign or delegate its rights and obligations, in whole or in part, to an affiliate or successor entity.

10.5 Governing Law. This Agreement is governed by the laws of the Commonwealth of Kentucky without regard to conflict‑of‑laws principles.

10.6 Notices. All notices must be in writing and deemed given when delivered in person, by certified mail (return receipt requested), or by email with confirmation of receipt to the addresses on the Job Estimate (or any updated address provided in writing).

10.7 Headings. Headings are for convenience only and do not affect interpretation.