Terms and Conditions


The following Terms and Conditions are expressly made a part of any order (the “Agreement”) placed by the Client for Engineering Services or Consulting Services (individually, “Services”) selected from the website of M2 Engineering & Consulting, Inc. (the “Engineer”).

Article 1 - Services of the Engineer

1.01 For Engineering Services (those services for which the Engineer’s work product is a signed and sealed drawing or document) and Consulting Services (those services for which the Engineer’s work product is not a signed and sealed drawing or document), as described on and as requested by the Client on the Engineer’s website, with the price listed on the website:

A. The Engineer shall provide the Engineering Services or the Consulting Services selected by the Client as described on the website.

1.02 For Engineering Services or Consulting Services described on and requested by the Client on the Engineer’s website, with the price for the Service requested by the Client not listed on the website:

A. The Engineer shall provide the Engineering Services or Consulting Services selected by the Client as described on the website and as further described in the executed written agreement (the “Engineering Services Agreement” or “ESA”) between the Client and the Engineer. Engineer will provide the ESA separately for review and approval.

Article 2 - Client’s Responsibilities

2.01 The Client shall pay the Engineer as follows:

  • A. For Services with the price listed on the website:
    • 1. The Client shall pay the lump sum fee for the Engineer’s Services listed on and as provided on the website.
  • B. For Services with the price not listed on the website:
    • 1. The Client shall pay the fee for the Engineer’s Services as shown on the Agreement and the ESA.


2.02 The Engineer shall not be responsible for performing Additional Services, as defined below, without Client’s written authorization. The Client shall be responsible for authorizing Additional Services and paying for Additional Services, as provided in the ESA.


2.03 The Client shall provide the Engineer with the Client’s scope of services and requirements for the subject matter of the Engineer’s performance of the Services and the Client shall promptly respond to communications from the Engineer and promptly provide information requested by the Engineer.


2.04 The Client shall furnish to the Engineer any available information pertinent to the Project or requested by the Engineer, including reports and data relative to previous designs, assessments, investigations, or work.


2.05 The Client shall promptly review all documents presented by the Engineer and provide written timely decisions and responses that are sought from the Client by the Engineer pertaining thereto.

Article 3 - Schedule

3.01 Services will begin upon the Engineer’s receipt of an order and payment for the Services through the website or, in the case of Services provided under Article 1.02 above, upon the Engineer’s receipt of a signed written ESA, together with the required payment for the Services, and will be considered complete on the date when the Engineer’s work product for Consulting Services or Engineering Services ordered by the Client (the “Document”) has been delivered to Client. Unless otherwise set forth in the ESA or noted otherwise in writing by the Engineer, the Document will be delivered within 10 business days after all information required by the Engineer and payment due for the Services is received from the Client.

Article 4 - Additional Services

4.01If authorized by the Client in writing, the Engineer may, but shall not be required to, furnish Additional Services, as defined below, in addition to those Services included in the ESA or this Agreement without invalidating this Agreement. Any Services provided not included in this Agreement will be Additional Services. Additional Services plus reimbursable expenses will be invoiced in accordance with the fee schedule below, or in accordance with an executed written Amendment. Additional services will be furnished in quarter hour increments.

Professional Engineer --- $175
Consultant --- $175
Drafting --- $100
Administrative --- $75

Article 5 - Invoices and Payments

5.01For Services with the price listed on the website, the Client shall pay at the time of the Client’s order through the website.


5.02 For Services with the price not listed on the website, the Engineer will prepare and submit an ESA following the Engineer’s receipt of the requested scope of services for the Project from the Client. The Client shall submit payment for the Services with the Client’s return of the executed ESA. The Engineer will not begin work until the Engineer’s receipt of payment for the Services, as provided in the ESA.

Article 6 - General Conditions

6.01Standards of Performance

  • A. The standard of care for all professional engineering and related services performed or furnished by the Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. The Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with the Services.


6.02Use of Documents

  • A. All Documents prepared by the Engineer are instruments of service in respect to the Project, and the Engineer shall retain an ownership and property interest therein (including the copyright and the right of reuse at the discretion of the Engineer) whether or not the Project is completed. The Engineer grants the Client a license to use the Document(s) on the Project once they have been signed and sealed. For documents requiring signing and sealing by a professional engineer, the Client shall not rely in any way on any Document unless it is signed or sealed by the Engineer. The Client shall indemnify and hold harmless the Engineer from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from any use, reuse, or modification of the Document(s) without the Engineer’s prior written approval. All Documents provided to Client may only be used by persons duly licensed or authorized by law to utilize the information in the Documents for the performance or supply of the labor, services or materials required to implement the Documents for the Project. This covenant shall survive termination of this Agreement and any corresponding ESA.


6.03 Signing and Sealing of Documents

  • A. In the case of Engineering Services performed by the Engineer, the Engineer will sign and seal all final drawings, specifications, plans, reports, or documents involving practices licensed under Chapter 471 of the Florida Statutes which are prepared or approved for the use of the business organization or for public record within the state of Florida. In the case of Consulting Services performed by the Engineer, shop drawings and documents issued as construction consulting documents are not considered final documents requiring an engineer’s signature and seal and will not be signed or sealed by the Engineer.


6.04Suspension and Termination

  • A. This Agreement and any corresponding ESA may be terminated by either party upon twenty (20) days written notice for convenience or should the other party fail substantially to perform in accordance with its terms, through no fault of the party initiating the termination, if and only if the non-terminating party fails to cure the non-performance specified in such written notice. Termination of this Agreement and any corresponding ESA shall not excuse Client's obligation to pay for all Services rendered and all Additional Services provided, performed, incurred, or expended by Engineer in its performance of this Agreement and any corresponding ESA, through the date of such termination which shall be due immediately upon termination. Upon Client’s default and the Engineer’s notice of default to Client, the Engineer may suspend further performance of this Agreement and any corresponding ESA pending Client’s curing such default. The Engineer will be entitled to invoice the Client and to receive full payment for all services performed or furnished and all Reimbursable Expenses incurred through the effective date of termination.


6.05Controlling Law; Venue

  • A. This Agreement and any corresponding ESA shall be governed by the law of the state of Florida. Venue for any action brought regarding enforcement of this Agreement or any corresponding ESA or for any dispute arising thereunder shall be in Manatee County, Florida or, in the case of lien enforcement actions only, the Florida county in which the Project is located.


6.06Successors, Assigns and Beneficiaries

  • A. The Client and the Engineer each is hereby bound and the partners, successors, executors, administrators, and legal representatives of the Client and the Engineer are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators, and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. Except as expressly provided in this Agreement and in any corresponding ESA, the Engineer and the Client agree that this Agreement and any corresponding ESA shall not and does not create any rights in any third persons.

  • B. Neither the Client nor the Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.


6.07Dispute Resolution

  • A. The Client and the Engineer agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice prior to invoking the procedures as follows:
    • 1. The Client and the Engineer agree that they shall first submit any and all unsettled claims, counterclaims, disputes, and other matters in question between them arising out of or relating to this Agreement or the breach thereof (“Dispute”) to mediation by a State of Florida certified mediator acceptable to both parties. If a party refuses to participate or reasonably cooperate with the other party’s efforts to schedule or proceed with such mediation or if such mediation is unsuccessful in resolving the Dispute, then (a) the parties may mutually agree to a dispute resolution of their choice, or (b) either party may seek to have the Dispute resolved by a court of competent jurisdiction.


6.08To the fullest extent permitted by law, the Client and the Engineer:

  • A. The Client and the Engineer agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice prior to invoking the procedures as follows:
    • 1. Waive against each other, and the other’s employees, officers, directors, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project, and

    • 2. Agree that the Engineer’s total liability to the Client under this Agreement and any corresponding ESA shall be limited to the total amount of compensation received by the Engineer from the Client for the Services; that the Engineer shall not be liable to the Client for any loss, damage or claim arising from the acts and/or omissions of any other person or entity providing labor, services and/or materials for the Client or for the Project; and, that the Engineer shall not be liable to the Client for loss, damage or claim attributable to any matter beyond the Engineer’s reasonable control. In recognition of the relative risks and benefits of the Project to both the Client and the Engineer, the risks have been allocated such that the Client agrees, to the fullest extent permitted by law, to limit the liability of the Engineer and the Engineer’s officers, directors, partners, employees, shareholders, owners and subconsultants (to the extent liability is not otherwise limited under section 558.0035, Florida Statutes, hereunder and/or the ESA) for any and all claims, losses, costs, damages of any nature whatsoever whether arising from breach of contract, negligence, or other common law or statutory theory of recovery, or claims expenses from any cause or causes, including attorney’s fees and costs and expert witness fees and costs, so that the total aggregate liability of the Engineer and the Engineer’s officers, directors, partners, employees, shareholders, owners and subconsultants (to the extent liability is not otherwise limited under section 558.0035, Florida Statutes, hereunder and/or the ESA) shall not exceed the Engineer’s total fee for the Services rendered on the Project It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law, including but not limited to negligence, breach of contract, or any other claim whether in tort, contract or equity.


6.09Miscellaneous Provisions

  • A. The Engineer may rely on the information provided by the Client. If the Client provides information that changes the information previously provided by the Client, the Engineer may require a written confirmation and agreement from the Client to the change and may adjust the schedule for completion of the Services, the Services to be performed or provided, and/or the Engineer’s compensation for the Services, before proceeding further with the changes.

  • B. The Engineer may rely on information furnished by others in connection with the Services, including but not limited to, specialty contractors, manufacturers, suppliers, and publishers of technical standards.

  • C. The Engineer neither guarantees the performance of any contractor nor assumes responsibility for any contractor’s failure to furnish and perform or provide labor, services or materials for the Project in accordance with this Agreement and any corresponding ESA or any construction documents or agreements for the Project not executed by the Engineer.

  • D. The Engineer shall not be responsible for any unauthorized or unlawful use of the Documents, the acts or omissions of any contractor, subcontractor, or supplier, or of any of their agents or employees or of any other persons at the Project location or otherwise furnishing or performing or providing any labor, services or materials; or for any decision made on interpretations or clarifications of any contract or construction documents or agreements furnished by the Client without consultation and advice of the Engineer.

  • E. The Engineer shall not be required to sign any Document(s), no matter by whom requested, that would result in the Engineer having to represent, certify, guarantee, or warrant the existence of conditions whose existence the Engineer cannot reasonably ascertain. The Client shall not withhold payment from the Engineer or refuse to participate in the resolution of any Dispute and/or or condition payment or in any way make payment contingent upon the Engineer signing and/or sealing any such Document(s).

  • F. Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page of the Agreement and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt.

  • G. All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason.

  • H. Any provision or part of the Agreement or any corresponding ESA held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon the Client and the Engineer, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

  • I. A party’s non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement.

  • J. To the fullest extent permitted by law, all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of completion.

  • K. In any dispute arising from this Agreement and any corresponding ESA, concerning its performance, enforcement or interpretation, the prevailing party shall be entitled to recover from the non-prevailing party(s) all costs incurred, including, without limitation, reasonable attorneys' fees and direct out-of-pocket expenses and court costs through all trial and appellate levels.

  • M. JURY TRIAL WAIVER. THE ENGINEER AND THE CLIENT KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT, THEIR CONDUCT OR COURSE OF DEALINGS.ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES.

  • N. PURSUANT TO SECTION 558.035 OF THE FLORIDA STATUTES, AN INDIVIDUAL EMPLOYEE OR AGENT OF ENGINEER MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT, ANY CORRESPONDING ENGINEERING SERVICES AGREEMENT, AND ANY AMENDMENTS THERETO.


Article 7 - Entire Agreement

7.01 This Agreement and any corresponding ESA constitutes the entire and integrated agreement between the Client and the Engineer and supersedes all prior written or oral understandings, either written or oral. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument signed by the Engineer and the Client.


Article 8 - Execution, Counterparts, Electronic Signatures

8.01 This Agreement and any corresponding ESA may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same document. This Agreement and any corresponding ESA may also be executed by way of facsimile or email transmitted documents in lieu of original signatures and a signed copy produced by facsimile or email transmission shall be binding upon all parties as an original and fully admissible in any legal proceeding regarding this Agreement and any corresponding ESA, notwithstanding the best evidence rule or any similar rule. Each of the parties executing this Agreement and any corresponding ESA further acknowledges that said party’s signature that is affixed to this Agreement and any corresponding ESA is a valid and effectual electronic signature, as defined by Sec. 668.003(4), Florida Statutes 2021, as may hereinafter be amended; and that, as provided by Sec. 668.004, Florida Statutes, 2021, each of said signatures shall have the same force and effect as a written signature.